EX-10.1



 Exhibit 10.1 

SETTLEMENT AGREEMENT 
 This
SETTLEMENT AGREEMENT (the “Settlement Agreement”) is hereby entered into and made effective on September 22, 2014 (the “Effective Date”) by and among: 

SANTARUS, INC., a corporation organized and existing under the laws of Delaware having a principal place of business at 8510 Colonnade Center Drive, Raleigh,
North Carolina 27615 (“Santarus”); 
 THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation and body politic and an arm or
instrumentality of the State of Missouri having a principal place of business at 321 University Hall, Columbia, Missouri 65211 (“Missouri” and together with Santarus, “Plaintiffs”); 

SALIX PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware having a principal place of business at 8510 Colonnade Center
Drive, Raleigh, North Carolina 27615, and being the indirect corporate parent of Santarus (“Salix”); and 
 PAR PHARMACEUTICAL, INC., a
corporation organized and existing under the laws of the State of Delaware, having a place of business at 300 Tice Boulevard, Woodcliff Lake, New Jersey 07677 (together with Par Pharmaceutical Companies, Inc., “Par”). 

Each one of Plaintiffs, Salix and Par is a “Party”, and collectively, they are the “Parties” hereunder. 

RECITALS 
 WHEREAS, Missouri owns
United States Patent Nos. 6,780,882 issued August 24, 2004 (“‘882 Patent”) and 7,399,772 issued July 15, 2008 (“‘772 Patent”); and Santarus is the exclusive licensee thereof; 

WHEREAS, Plaintiffs initiated civil actions against Par in the United States District Court for the District of Delaware (“District Court”),
the cases being consolidated and captioned Santarus, Inc. and the Curators of the University of Missouri v. Par Pharmaceutical, Inc., Civil Action Nos. 07-551-GMS and 07-827-GMS (Consolidated) (the “Litigation”); 

WHEREAS, the Parties have agreed to resolve their disputes relating to the Litigation through this Settlement Agreement; 

WHEREAS, the Plaintiff Releasors and the Par Releasees (as defined herein) have not received any consideration from each other for their entry into the
Settlement Agreement other than that which is described in the Settlement Agreement and the Stipulation of Dismissal. 







 NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows: 
  

	1.	SETTLEMENT PAYMENT AND DISMISSAL OF LITIGATION 

 1.1 Within five (5) business days
after the Effective Date of this Settlement Agreement, Par shall make payment of one hundred million U.S. dollars ($100,000,000.00) into an escrow account approved by Plaintiffs. The payment will be made by wire transfer to the escrow account
specified in writing by the Plaintiffs. The payment will be non-recoverable by and non-refundable to Par. No withdrawals from the escrow account shall be made without written approval of Missouri and Santarus. 

1.2 Plaintiffs will promptly notify Par in writing upon confirmation that the one hundred million U.S. dollars ($100,000,000.00) payment has
been received in the escrow account. Upon Par’s receipt of such written confirmation, Par may file with the District Court the Stipulation of Dismissal attached as Exhibit A, to dismiss with prejudice all claims asserted in the Litigation (the
“Stipulation of Dismissal”). The date upon which the Stipulation of Dismissal is filed shall be referred to herein as the “Dismissal Effective Date.” 

 

	2.	RELEASE OF CLAIMS 

 2.1 As of the Dismissal Effective Date, Plaintiffs and Salix, and
each of their predecessors, successors, assigns, officers, directors, employees, trustees, parents, subsidiaries and Affiliates (as defined below) (collectively, “Plaintiff Releasors”) fully, finally and forever release, relinquish,
acquit and discharge Par and each of its predecessors, successors, assigns, officers, directors, employees, trustees, parents (direct and indirect), subsidiaries (direct and indirect) and Affiliates (collectively, “Par Releasees”),
of and from, any and all claims, actions, causes of action, suits, defenses, judgments, debts, offsets, accounts, covenants, contracts, agreements, torts, damages and any and all demands and liabilities whatsoever, including costs, expenses, and
attorneys’ fees (collectively, “Losses”) asserted in the Litigation or arising out of Par’s sales of its generic Zegerid capsules. Notwithstanding this release, nothing herein shall preclude any Plaintiff Releasor from
asserting the validity, enforceability, and/or infringement of the ‘882 Patent or ‘772 Patent in any future litigation concerning: (a) a product other than Par’s generic Zegerid capsules or (b) Par’s generic Zegerid
capsules or generic Zegerid powder sold or offered for sale after the date of this Settlement Agreement but before expiration of the ‘882 Patent or ‘772 Patent, and such claims or arguments are reserved. 

2.2 As of the Dismissal Effective Date, Par Releasees fully, finally and forever release, relinquish, acquit and discharge Plaintiff Releasors
of and from, any and all Losses asserted in the Litigation or arising out of Par’s sales of its generic Zegerid capsules. 
 2.3 For
purposes of this Agreement, “Affiliate” shall mean, with respect to Par: Sky Growth Holdings Corporation (“SGHC”), which is a Delaware corporation and indirect parent company of Par, and any Person directly or
indirectly controlled by SGHC. Par represents that SGHC directly or indirectly controls only the Par group companies. For purposes of this Agreement, “Affiliate” shall mean with respect to Plaintiffs and Salix: any entity which
controls, is controlled by, or is under common control with the applicable entity. For purposes of this definition, “control” shall mean: (a) in the case of corporate entities, direct or indirect ownership of at least fifty percent
(50%) of the stock or shares entitled to vote for the election of directors or otherwise having the power to control or direct the affairs of such entity; and (b) in the case of non-corporate entities, direct or indirect ownership of at
least 50% of the equity interest or the power to direct the management and policies of such non-corporate entities. 

  
 - 2 - 








 2.4 Each Party knowingly and voluntarily waives any claim (based on information known to each
Party as of the date of such Party’s execution of the Settlement Agreement) against any other Party (whether for damages, injunction, reformation, rescission, or otherwise) that such Party was fraudulently or otherwise wrongfully induced to
enter into this Settlement Agreement. 
  

	3.	NO LICENSE; NO RESTRICTION ON MARKETING AFTER PATENT EXPIRY 

 Par acknowledges that nothing in this
Settlement Agreement provides Par or its Affiliates with a license, covenant not to sue, or any other right, express or implied, to practice under any claims of the ‘882 Patent or ‘772 Patent, or use any other intellectual property of
Plaintiffs and Salix. Par additionally agrees that it and its Affiliates will not sell or otherwise commercialize Par’s generic Zegerid capsules or powder during the term of the ‘882 and ‘772 Patents. However, nothing in this
Settlement Agreement prevents Par or its Affiliates from marketing Par generic Zegerid products after the expiry of all patents of Plaintiffs and Salix that cover the relevant Par generic Zegerid products. 

 

	4.	CONFIDENTIALITY 

 4.1 The Parties hereby agree that, except to enforce this Settlement
Agreement or unless otherwise agreed to by the Parties in writing or required by law, the Parties, their Affiliates and their respective employees, officers, directors and other representatives shall not publish or otherwise disclose the contents of
this Settlement Agreement and/or any exhibits attached hereto. The Parties may state publicly that the Litigation has been settled on terms that are confidential, but no public announcement concerning the existence of terms or subject matter of this
Settlement Agreement shall be made, either directly or indirectly, by any Party without first obtaining the approval of the other Party and agreement upon the nature and exact text of such public announcement or disclosure which such agreement and
approval shall not be unreasonably withheld, conditioned or delayed. 
 4.2 Notwithstanding Section 4.1, each Party may disclose the
contents of this Settlement Agreement (a) as may be required by any applicable law, including the Missouri Sunshine law, RSMo. § 610.010 et seq. as amended, the U.S. Securities Act of 1933, as amended, the U.S. Securities Act of
1934, as amended, any governmental law or regulation, or the rules of any recognized stock exchange; (b) as required by discovery requests in litigation, after giving notice to the other Parties to allow the other Parties sufficient time to
seek a protective order, (c) to any court or governmental body or agency compelling such disclosure, as required by law, order, rule or regulation, or in connection with an investigation by a governmental agency, (d) to its and its
affiliates’ employees, inventors, directors, contractors, legal advisors, accountants, auditors and financial advisors, subject to reasonable non-use and non-disclosure requirements, (e) to potential and actual acquirers, investors,
underwriters and lenders, subject to reasonable non-use and non-disclosure requirements, (f) to third parties if such contents are already made available to the public, and (g) in substantially the form and content of the Form 8-K
disclosure provided herewith as Exhibit B. 

  
 - 3 - 








 4.3 The confidentiality provisions of this Article 4 are separate and distinct from applicable
protective orders entered in the Litigation or prior litigations involving the Parties and do not supersede the terms, conditions, and protections of those protective orders. 
  


	5.	REPRESENTATIONS AND WARRANTIES 

 Each Party represents and warrants to each of the other Parties, as of
the date of this Settlement Agreement, that: 
 5.1 Such Party is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has full corporate power and authority to enter into this Settlement Agreement and to carry out the provisions hereof; 

5.2 Such Party has taken all corporate action necessary to authorize the execution and delivery of this Settlement Agreement and the
performance of its obligations under this Settlement Agreement; 
 5.3 This Settlement Agreement has been duly executed by such Party and
constitutes a valid and legally binding obligation of such Party, enforceable in accordance with its terms; 
 5.4 Such Party represents and
warrants that it has been advised by its counsel of its rights and obligations under this Settlement Agreement and enters into this Settlement Agreement freely, voluntarily, and without duress; and 

5.5 Such Party represents and warrants that it is not relying on any promises, inducements, or representations between the Plaintiff Releasors
and Par Releasees other than those provided herein. 
  

	6.	WAIVER 

 A waiver by any Party of any of the terms and conditions of this Settlement Agreement in any
instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach hereof. All rights, remedies, undertakings, obligations and agreements contained in this Settlement Agreement shall be
cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of any Party. 
  

	7.	ADMISSIONS 

 Par and its Affiliates acknowledge the validity of the ‘882 Patent and ‘772
Patent, and infringement of the ‘772 Patent by its sale of Par generic capsules and the Par generic powder under 35 U.S.C. 271. Apart from the previous sentence, nothing in this Settlement Agreement shall be construed as or deemed to be an
admission by the Parties hereto, or any of them, of any unlawful, improper, or actionable conduct or omission by any of them, and each Party hereto expressly denies liability of any kind whatsoever. Par and its Affiliates further agree not to
initiate or assist in any challenge to the validity or enforceability of the ‘882 Patent and ‘772 Patent, including, without limitation, in reexamination or inter partes review proceedings. 

  
 - 4 - 









	8.	CHOICE OF LAW AND REMEDIES 

 This Settlement Agreement shall be governed and interpreted in accordance
with the laws of the State of Delaware without regard to conflicts of law principles. The United States District Court for the District of Delaware shall have exclusive jurisdiction in all matters arising under this Settlement Agreement between the
Plaintiff Releasors and Par Releasees, and the Parties hereto expressly consent and submit to the personal and subject matter jurisdiction of such Court on such matters. This Settlement Agreement does not limit or restrict the remedies available to
any Party for the breach of another Party, and the Parties expressly reserve any and all remedies available to them, at law or in equity, for breach of this Settlement Agreement. 

 

	9.	COSTS 

 Each Party shall each bear its own costs and legal fees associated with the Litigation and the
negotiation and preparation of the Settlement Agreement. This provision shall not supersede provisions in the January 26, 2001 license agreement between the Plaintiffs, as amended, including the provisions concerning the reimbursement of costs,
fees and other related expenses. 
  

	10.	SEVERABILITY 

 When possible, each provision of this Settlement Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Settlement Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Settlement Agreement. 
  

	11.	INTEGRATION 

 This Settlement Agreement shall constitute the entire agreement among the Plaintiff
Releasors and Par Releasees with respect to the settlement of the Litigation and release of the claims and shall supersede all prior agreements and understandings, both oral and written, among the Plaintiff Releasors and the Par Releasees with
respect to such subject matter. Nothing in this Agreement shall amend or supersede the January 26, 2001 license agreement, as amended, between the Plaintiffs or any other agreements between the Plaintiffs. 

 

	12.	AMENDMENTS 

 No amendment, modification or supplement of any provisions of this Settlement Agreement
shall be valid or effective unless made in writing and signed by a duly authorized officer of each Party. 
  

	13.	DESCRIPTIVE HEADINGS 

 The captions and descriptive headings of this Settlement Agreement are for
convenience only and shall be of no force or effect in construing or interpreting any of the provisions of this Settlement Agreement. 

  
 - 5 - 









	14.	THIRD PARTY BENEFIT 

 None of the provisions of this Settlement Agreement shall be for the benefit of, or
enforceable by, any third party. 
  

	15.	COUNTERPARTS 

 This Settlement Agreement may be executed in any number of signature page counterparts
transmitted via facsimile or as a scanned document transmitted via email, any one of which need not contain the signature of more than one Party but all such counterparts taken together shall constitute one and the same Settlement Agreement. 

 

	16.	ACKNOWLEDGEMENT 

 Each Party acknowledges that such Party has read this entire document, fully
understands its terms and effects, has consulted with its own independent counsel in relation hereto and has had all such Party’s questions answered by such counsel. 
  

	17.	CONSTRUCTION AND INTERPRETATION 

 The Parties and their respective counsel have had an opportunity to
fully negotiate, draft, review and edit the language of this Settlement Agreement. No presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Settlement Agreement. No prior
draft of this Settlement Agreement will be used in the interpretation or construction of this Settlement Agreement. 
  

	18.	NO ASSIGNMENT 

 No rights under this Settlement Agreement will be assignable. 

 

	19.	RELIEF IN THE EVENT OF BREACH 

 Par, for itself and its Affiliates, acknowledges and agrees that the
restrictions set forth herein on the manufacture, use, sale, offer to sell, importation and distribution of the Par generic Zegerid capsules and powder are reasonable and necessary to protect the legitimate interests of each of the Plaintiffs and
Plaintiffs would not have entered into this Settlement Agreement in the absence of such restrictions, and that any material breach of those restrictions will result in irreparable injury to Plaintiffs for which there will be no adequate remedy at
law. Accordingly, if Par or an Affiliate materially breaches any of its undertakings under this Settlement Agreement, in addition to any other remedy the Plaintiffs may have at law or in equity, Par agrees that Plaintiffs shall be entitled to a
preliminary injunction to prevent the continuance of such breach, and that Plaintiffs will not be required to demonstrate that the balance of hardships supports the entry of injunctive relief in order to obtain such relief. Further, in the event
that Par or an Affiliate materially breaches its undertakings under this Settlement Agreement, each of the Plaintiffs reserves, and Par and its Affiliates shall not contest, their right(s) to seek damages and any other remedies for patent
infringement to the full extent of the law. 

  
 - 6 - 









	20.	NOTICES 

 All notices, requests, demands, or other communications under this Settlement Agreement shall
be in writing. Notice shall be sufficiently given (and shall be deemed to be duly given upon receipt) by delivery in person, by facsimile or by overnight delivery service maintaining records of receipt to the respective Parties at the addresses
specified below, or in each case such other address as such Party may hereafter specify by notice to the other Party. Addresses for purpose of giving notice are as follows: 

If to Santarus: 
 Santarus, Inc. 

c/o Salix Pharmaceuticals, Inc. 
 Attn: General Counsel 

8510 Colonnade Center Drive 
 Raleigh, North Carolina 27615 

With copies (which shall not constitute notice) to: 
 Santarus,
Inc. 
 c/o Salix Pharmaceuticals, Inc. 
 Attn: Executive Vice
President Business Development 
 8510 Colonnade Center Drive 

Raleigh, North Carolina 27615 
 E-Mail: rick.scruggs@salix.com

 If to the University: 
 The Curators of the University of
Missouri 
 Office of the General Counsel 
 227 University Hall

 Columbia, MO 65221 
 Fax No.: 573-882-0050 

If to Par: 
 Par Pharmaceutical, Inc. 

Attn: General Counsel 
 300 Tice Boulevard 

Woodcliff Lake, NJ 07677 
 Fax No.: 201-802-4600 

SIGNATURES FOLLOW ON NEXT PAGE 

  
 - 7 - 








 IN WITNESS WHEREOF, each of the Parties has caused this Settlement Agreement to be executed by its duly
authorized representative as of the day and year first above written. 
  

					
	SANTARUS, INC.,
			
		 	By	 	
			
		 		 	 /s/ William C. Bertrand

		 	Name:	 	William C. Bertrand
		 	Title:	 	General Counsel and Secretary
	
	THE CURATORS OF THE UNIVERSITY OF MISSOURI,
			
		 	By	 	
			
		 		 	 /s/ Tim Wolfe

		 	Name:	 	Tim Wolfe
		 	Title:	 	President
	
	SALIX PHARMACEUTICALS, INC.,
			
		 	By	 	
			
		 		 	 /s/ William C. Bertrand

		 	Name:	 	William C. Bertrand
		 	Title:	 	Senior Vice President and General Counsel
	
	PAR PHARMACEUTICAL, INC.,
			
		 	By	 	
			
		 		 	 /s/ Paul Campanelli

		 	Name:	 	Paul Campanelli
		 	Title:	 	Chief Executive Officer



  
 - 8 - 








 EXHIBIT A: STIPULATION OF DISMISSAL 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF DELAWARE 
  

							
	 SANTARUS, INC., a Delaware corporation, and THE CURATORS OF THE
UNIVERSITY OF MISSOURI, a public corporation and body politic of the State of Missouri,
  

Plaintiffs,        

 
 v.        

 
 PAR PHARMACEUTICAL, INC., a Delaware corporation,

 
 Defendant.        
	 	 
  
  

 
  

 
  

 
  

 
  

 
  

 
  
	)
 )

)
 )

)
 )

)
 )

)
 )

)
 )

)
 )

)
	  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
	  	 C.A. No. 07-551-GMS
  

[Consolidated]


 STIPULATION OF DISMISSAL 

Plaintiffs SANTARUS, INC. and THE CURATORS OF THE UNIVERSITY OF MISSOURI and Defendant PAR PHARMACEUTICAL, INC. hereby stipulate by and
through their respective attorneys that all claims and defenses in the above-entitled action are dismissed with prejudice pursuant to Rule 41(a) of the Federal Rules of Civil Procedure. 

SO STIPULATED: 
 Dated:
                                        

  

					
		 		 	
			
	   
	 		 	   

		 		 	









			
	 MORRIS, NICHOLS, ARSHT & TUNNELL LLP

Jack B. Blumenfeld (#1014)
 Maryellen Noreika (#3208)

Stephen Kraftschik (#5623)
 1201 North Market Street

P.O. Box 1347
 Wilmington, DE 19899-1347

(302) 658-9200
 jblumenfeld@mnat.com

mnoreika@mnat.com
 skraftschik@mnat.com

 
 Counsel for Plaintiffs Santarus, Inc. and The Curators of the University of
Missouri
  
 OF COUNSEL:

 
 For Plaintiff Santarus, Inc.:

 
 IRELL & MANELLA LLP

Morgan Chu
 Gary Frischling

Laura Seigle
 Amy Proctor

1800 Avenue of the Stars, Suite 900
 Los Angeles, CA 90067

(310) 277-1010
 mchu@irell.com

gfrischling@irell.com
 lseigle@irell.com

aproctor@irell.com
  

For Plaintiff The Curators of the University of Missouri:
  

MAYER BROWN LLP
 Joseph Mahoney

Jonathan Kim
 71 South Wacker Drive

Chicago, IL 60606
 (312) 782-0600

jamahoney@mayerbrown.com
 jkim@mayerbrown.com
	  	 RICHARDS, LAYTON & FINGER, P.A.

Frederick L. Cottrell (#2555)
 Steven J. Fineman (#4025)

Katharine C. Lester (#5629)
 One Rodney Square

P.O. Box 551
 Wilmington, DE 19899

(302) 651-7700
 cottrell@rlf.com

fineman@rlf.com
 lester@rlf.com

 
 Counsel for Defendant Par Pharmaceutical, Inc.

 
 OF COUNSEL:
  

ARENT FOX LLP
 Janine A. Carlan

Arthur S. Beeman
 Aziz Burgy

Taniel E. Anderson
 Jason S. Madden

1717 K Street, N.W.
 Washington DC 20036

(202) 857-6000
 janine.carlan@arentfox.com

arthur.beeman@arentfox.com
 aziz.burgy@arentfox.com

taniel.anderson@arentfox.com

jason.madden@arentfox.com



  
 - 2 -