##### 



LICENSE AGREEMENT
  Agreement Effective Date Santarus GSK Parties Party
 ®
   Distribution Agreement PR Territory
  
  Adverse Event




---



##### 



Affiliate control
 API
 Applicable Law
  Business Day
 Calendar Quarter
 Commercially Reasonable Efforts
 
 ***
    
    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




---



##### 



Competing Third Party
 Confidential Information provided, however
 Control Controlled Controlling
 Data
 FDA
 Field
 
 ***
    
    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. 3




---



##### 



Force Majeure
 GAAP
 Generic Competitive Product e.g. Comparable Licensed Product
 GSK IP
 GSK Territory Exhibit 1.19
 Important Medical Event
 Know-How
 Licensed Product
 Major GSK Country
 
 ***
    
    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. 4




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##### 



Marketing Authorization
 MAA
 Missouri Agreement UMissouri
 Net Sales Selling Party
 (a)
    
    [***];(b)
    
    [***]; and(c)
    
    [***].
 provided however
 Patent
 Person
 
 ***
    
    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. 5




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##### 



PPI e.g.
 PPI Pharmaceutical Product
 Regulatory Authority
 Regulatory Filing
 Santarus IP
 Santarus Know-How
 Santarus Patents Exhibit 1.36 Exhibit 1.36
 Serious Adverse Event
 Sublicensee
 6




---



##### 



provided
 Third Party
 Additional Definitions
 Definition
    
    Section
    
    Definition
    
    SectionAAA
    
    
    14.2
    
    
    Indemnitor
    
    
    10.3Agreement
    
    Preamble
    
    Infringing Product
    
    
    8.4.1Aggregate Product Net Sales
    
    
    7.2.1
    
    
    Losses
    
    
    10.1Buyout Payment
    
    
    7.2.4
    
    
    Manufacturing Technology
    
    
    5.3.3CGL
    
    
    10.5.1
    
    
    [***]
    
    
    [***]Confidentiality Agreement
    
    
    12.1
    (h)
    
    [***]
    
    
    [***]Cure Period
    
    
    13.2
    
    
    Parties
    
    PreambleDefending Party
    
    
    8.3
    
    
    Party
    
    PreambleDesignated Manufacturer
    
    
    5.3.2
    
    
    PR Territory
    
    PreambleDiligence Failure
    
    
    4.2
    
    
    Prosecute and Maintain
    
    
    8.2.3Disclosing Party
    
    
    12.1
    (a)
    
    Prosecution and Maintenance
    
    
    8.2.3Dispute
    
    
    14.1
    
    
    Recipient
    
    
    12.1
    (a)Dispute Notice
    
    
    14.1
    
    
    Santarus
    
    PreambleDistribution Agreement
    
    Preamble
    
    Santarus Indemnitees
    
    
    10.2Effective Date
    
    Preamble
    
    Santarus Invention
    
    
    8.1.1Enforcement Action
    
    
    8.4.1
    
    
    Santarus Marks
    
    
    4.6GSK
    
    Preamble
    
    Substantial Generic Competition
    
    
    7.2.2GSK Indemnitees
    
    
    10.1
    
    
    Term
    
    
    13.1GSK Invention
    
    
    8.1.1
    
    
    UMissouri
    
    
    1.26GSK Indemnitee
    
    
    10.3GSK Marks
    
    
    4.7
 General Interpretation
 
 ***
    
    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. 7




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##### 



Licenses to Santarus IP
 General
 Sublicenses
    
 ***
    
    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. 8




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##### 



License to Santarus provided
 No Other Rights
 
 Development of Licensed Products
 General provided
 Stability Data
 
 ***
    
    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. 9




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##### 



Regulatory Matters
 Interactions
 Assistance provided
 Safety Data Exchange
 
 ***
    
    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. 10




---



##### 



Access to Data
 By GSK
   provided
 By Santarus provided
 
 Commercialization of Licensed Products
 
 ***
    
    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. 11




---



##### 



Specific Requirements Diligence Failure
 Managed Care
 OTC
 Sales Outside of Territories
 GSK
 
 ***
    
    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. 12




---



##### 



Santarus
 No Use of Santarus Marks ® Santarus Marks
 No Use of GSK Marks GSK Marks
 
 ***
    
    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. 13




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##### 



Manufacture of Licensed Products
 Coordination of Supply
 Introductions
 Supply Shortage
 Technology Transfer
 Stability Data
 Designated Manufacturer Designated
Manufacturer
 
 ***
    
    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. 14




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##### 



Manufacturing Technology Manufacturing Technology
 
 Non-Compete
 By th nd
 By Santarus th th provided that provided further
 15




---



##### 



Know-How Restrictions and Firewall
 No Patent Challenges
 16




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##### 



Missouri Agreement provided
 Reporting
 
 Up-Front Payment
 
 ***
    
    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. 17




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##### 



Royalties on Net Sales
 Royalty Rates Aggregate Product Net Sales
 Aggregate Product Net Sales(in U.S. Dollars) DuringApplicable Calendar Year
    
    Royalty Rate[***]
    
    [***][***]
    
    [***][***]
    
    [***]
 Reduction for Substantial Generic Competition
 Substantial Generic Competition
 Allocation of Reduction Among Royalty Tiers
 
 ***
    
    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. 18




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##### 



Waiver of Certain Amount of Initial Royalties
 Royalty Term; Buyout Payment th Buyout
Payment provided however
 Convenience
 Withholding
 
 ***
    
    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. 19




---



##### 



Method of Payments The Wall Street Journal
 Royalty Reports provided that
 Audits
 
 ***
    
    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. 20




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##### 



Inventions
 General GSK Invention Santarus Invention
 GSK Option provided
 
 ***
    
    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. 21




---



##### 



Patent Prosecution
 Santarus Patents
 Joint Patents provided
 Prosecute and Maintain Prosecution and
Maintenance Prosecute
and Maintain
 
 ***
    
    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. 22




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##### 



Defense of Third Party Infringement Claims Defending Party
 Enforcement of Santarus Patents
 In-Licensed Patents
 General Enforcement provided, however Enforcement
Action
 
 ***
    
    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. 23




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##### 



Recoveries
 Limits on Disposition
 
 Representations and Warranties of Both Parties
 Good Standing
 
 ***
    
    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. 24




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##### 



Power and Authority
 Binding Obligation
 No Conflicts
 Compliance with Applicable Law
 Litigation and Claims
 Representations and Warranties of Santarus
 Right, Title and Interest
 No Third Party Claims
 25




---



##### 



Clinical and Regulatory Information
 Pharmacovigilance Systems
 No Reliance by Third Parties
 Disclaimer of Warranties
 
 Santarus Indemnification Obligations GSK Indemnitees Losses
   
 ***
    
    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. 26




---



##### 



provided however
 GSK Indemnification Obligations Santarus Indemnitees
    provided however
 Indemnity Procedures Indemnitee Indemnitor provided
 27




---



##### 



No Punitive or Exemplary Damages
 Insurance
 Santarus CGL
 GSK
 
  
 ***
    
    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. 28




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##### 



provided
 
 Confidential Information
 Disclosing Party Recipient
   provided
 
 ***
    
    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. 29




---



##### 



provided, however
  provided
 30




---



##### 



provided
 Confidentiality Agreement
 Publicity
 Trial Data; Publication
 
 Term Term
 Termination for Material Breach Cure Period
 
 ***
    
    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. 31




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##### 



Termination for Diligence Failure/Notice provided
 Termination Without Cause
 Mutual
 By GSK
 Bankruptcy
 General Effects of Expiration or Termination
 Accrued Obligations
 Termination of License
 Non-Exclusive Remedy
 32




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##### 



General Survival
 Termination Press Releases
  Effects of Certain Other Terminations
 Regulatory Filings
 
 ***
    
    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. 33




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##### 



Technology Licenses provided however
 Trademarks
 Sublicensees
 Transition Assistance provided however
 
 ***
    
    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. 34




---



##### 



Return of Materials provided
 
 Informal Resolution Dispute Dispute Notice
 Arbitration AAA provided however
 
 ***
    
    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. 35




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##### 



Arbitrators
 Process provided provided
 Final and Binding
 Timing
 Costs and Fees
 Not Public provided
 Courts
 
 ***
    
    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. 36




---



##### 



Compliance with Laws/Other
 Notices
  
  
  
 
 ***
    
    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. 37




---



##### 



Governing Law
 Performance by Affiliates provided, however
 Miscellaneous
 Binding Effect
 Headings
 Counterparts
 Entire Agreement; Amendment; Waiver
 
 ***
    
    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. 38




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##### 



No Third Party Beneficiaries
 Assignment and Successors provided however
 Severability
 Further Actions
 Relationship of the Parties
  39




---



##### 



IN WITNESS WHEREOF
 GLAXO GROUP LIMITED
    
    
    
    SANTARUS, INC.By:
    
    /s/ Stephen J. Crookes
    
    
    
    By:
    
    /s/ Gerald T. ProehlName: Stephen J. Crookes


    
    
    
    
    
    Name: Gerald T. ProehlTitle:   VP, Business Development  GSKI
    
    
    
    
    
    Title:   President and CEO




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##### 



EXHIBIT 1.19  GSK TERRITORY
 Afghanistan
    
    Guinea
    
    ParaguayAlgeria
    
    Guinea Bissau
    
    PeruAngola
    
    Guyana
    
    PhilippinesArgentina
    
    Honduras
    
    QatarBahrain
    
    Hong Kong
    
    RwandaBelize
    
    Indonesia
    
    Sao Tome & PrincipeBenin
    
    Iran
    
    Saudi ArabiaBhutan
    
    Iraq
    
    SenegalBolivia
    
    Jordan
    
    SeychellesBotswana
    
    Kenya
    
    Sierra LeoneBrazil
    
    South Korea
    
    SingaporeBurkina Faso
    
    Kuwait
    
    SomaliaBurundi
    
    Laos
    
    South AfricaCambodia
    
    Lebanon
    
    SudanCameroon
    
    Liberia
    
    SurinamCaribbean
    
    Libya
    
    SyriaCentral African Republic
    
    Madagascar
    
    TaiwanChad
    
    Malawi
    
    TanzaniaChile
    
    Malaysia
    
    ThailandChina
    
    Maldives
    
    TogoColombia
    
    Mali
    
    TunisiaComoros
    
    Mauritania
    
    TurkeyCongo
    
    Mauritius
    
    UAECosta Rica
    
    Mexico
    
    UgandaCote dlvoire
    
    Morocco
    
    UruguayDjibouti
    
    Mozambique
    
    VenezuelaDR Congo
    
    Myanmar
    
    VietnamEcuador
    
    Namibia
    
    YemenEgypt
    
    Nepal
    
    ZambiaEl Salvador
    
    New Zealand
    
    ZimbabweEquatorial Guinea
    
    NicaraguaEritrea
    
    NigerEthiopia
    
    NigeriaGabon
    
    North KoreaGambia
    
    OmanGhana
    
    PanamaGuatemala
    
    Papua New Guinea




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##### 



EXHIBIT 1.36  SANTARUS PATENTS
 Title
    
    Country
    
    Application Number
    
    Status/NotesMISSOURI PATENT PORTFOLIO[***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
 
 ***
    
    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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##### 



Title
    
    Country
    
    Application Number
    
    Status/Notes[***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
 
 ***
    
    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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##### 



EXHIBIT 12.2
 PRESS RELEASE




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##### 



COMPANY CONTACT:
    
    
    
    INVESTOR CONTACT:Martha L. Hough
    
    
    
    Lippert/Heilshorn & Associates, Inc.VP Finance & Investor Relations
    
    
    
    Jody Cain (jcain@lhai.com)(858) 314-5824
    
    
    
    Eleanor Tang (etang@lhai.com)Debra P. Crawford
    
    
    
    (310) 691-7100Chief Financial Officer(858) 314-5708
 For Immediate Release
 SANTARUS LICENSES RIGHTS TO GLAXOSMITHKLINE FOR ZEGERID
IMMEDIATE-RELEASE OMEPRAZOLE PRODUCTS IN OVER 100 COUNTRIES
 Santarus and GSK also sign distribution agreement for ZEGERID prescription products
in Puerto Rico and U.S. Virgin Islands
 Conference call to begin at 5:00 p.m. Eastern time today
 SAN DIEGO (December 3, 2007) ®




---



##### 



Conference Call
  About Currently Marketed ZEGERID Prescription Products in the U.S.
     Important Safety Information




---



##### 



About Santarus
  Santarus cautions you that statements included in this press release that are not a description of
historical facts are forward-looking statements. The inclusion of forward-looking statements
should not be regarded as a representation by Santarus that any of its plans will be achieved.
Actual results may differ materially from those set forth in this release due to the risks and
uncertainties inherent in Santarus business, including, without limitation: risks related to the
license and distribution agreements with GSK, including the success of GSKs development,
distribution, sales and marketing activities, GSKs ability to obtain regulatory approvals in the
licensed international markets, GSKs level of commitment and the potential for termination of one
or both of the agreements; the scope and validity of patent protection for ZEGERID and other
licensed products and Santarus and GSKs ability to commercialize ZEGERID and other licensed
products without infringing the patent rights of others; unexpected adverse side effects or
inadequate therapeutic efficacy of ZEGERID or other licensed products that could delay or prevent
product development or commercialization, or that could result in recalls or product liability
claims; competition from other pharmaceutical or biotechnology companies; and other risks detailed
in Santarus prior press releases as well as in public periodic filings with the Securities and
Exchange Commission.
 You are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date hereof. All forward-looking statements are qualified in their entirety by this
cautionary statement and Santarus undertakes no obligation to revise or update this news release to
reflect events or circumstances after the date hereof. This caution is made under the safe harbor
provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
 Santarus ® and ZEGERID ® are registered trademarks of Santarus, Inc.