##### 



DISTRIBUTION AGREEMENT
  Agreement Effective Date Santarus GSK Parties Party
  ROW License
   
  Adverse Event




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##### 



Affiliate control
 Agreement
 Anti-Kickback Statute
 API
 Applicable Law
 Authorized Manufacturer
 Business Day
 Calendar Quarter
 Certificate of Compliance
 -2-




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##### 



Commercially Reasonable Efforts
 Confidential Information provided however
 Confidentiality Agreement
 Cure Period
 Customers
 -3-




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##### 



DDMAC
 Data
 Disclosing Party
 Dispute
 Dispute Notice
 Effective Date
 FDA
 FD&C Act
 FSS
 Force Majeure
 GAAP
 Generic Product
 -4-




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##### 



ANDA
 Good Manufacturing Practices
 Governmental Authority
 GSK
 GSK Indemnitees
 GSK IP
 Important Medical Event
 Ineligible Person
 Indemnitee
 Indemnitor
 Intellectual Property
 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. -5-




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Managed Care Market
 Manufacturing Cost
 Missouri Agreement UMissouri
 NDA
 NDC
 Net Sales
     
 ***
    
    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. -6-




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##### 



NOV untitled letter
 OTC Product
 Party Parties
 PDMA
 Person
 PhRMA Code
 PPI e.g.
 PPI Pharmaceutical Product
 PR Product
 PR Product Action
 PR Product Registration
 -7-




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##### 



Promotional Activities
 Promotional Materials
 Quality Agreement
 Recipient
 Royalty Term
 Santarus
 Santarus Indemnitee
 Serious Adverse Event
 Specifications
 Term
 Territory
 Third Party
 Trademarks
 United States U.S.
 -8-




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##### 



General Interpretation
 
 Appointment of Promotion and Distribution Rights
 Appointment
 -9-




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##### 



Manufacture by Santarus or Authorized Manufacturer
 Certain Limitations
 Territorial Limitations FSS
 Sales Outside Territory
 
 ***
    
    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-




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##### 



Santarus Inter-Territory Sale
 
 ***
    
    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-




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##### 



Restriction of Sub-Distributors
 Compliance with PR Product Registration; Resale in Same Packaging
 No Manufacturing Rights Conveyed on Effective Date
 Non-Compete
 By GSK th nd
 -12-




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##### 



By Santarus rd rd provided that provided further
 Know-How Restrictions and Firewall
 -13-




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##### 



No Patent Challenges
 Missouri Agreement provided that
 -14-




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License to GSK IP provided
 
 Distribution
        
 ***
    
    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. -15-




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##### 



Promotional Activities and Promotional Materials
 GSK Activities Promotional Activities Promotional Materials
 Regulatory Issues
 
 ***
    
    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. -16-




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##### 



Promotional Materials
    
 ***
    
    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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##### 



Certain Activities provided however
 No GSK Clinical Trials in vivo
 PR Product Returns
 Use of Trademarks; Trade Dress
 Trademark License
 -18-




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##### 



Limited Use; Inspections
 Usage
 Santarus Ownership
 Internet
 
 ***
    
    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-




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.com
   Trademark Infringement by Third Parties
   
 ***
    
    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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##### 



provided that
 Rebates, Administrative Fees and Chargebacks
 Santarus Obligations
 GSKs Obligations
 
 ***
    
    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-




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##### 



GSK Pricing
 GSK Discretion
 Rebates, Administrative Fees and Chargebacks under Contracts or Programs for
Territory and United States
 Reimbursement to Santarus for Certain Effects Outside the Territory
 -22-




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##### 



Sales Information best price average manufacturer price IMS
 Sales Force
 Training
 Sales Force Costs
 
 ***
    
    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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##### 



Audit Program
 No Ineligible Persons
 Reports
 
 PR Product Registrations
 Retention by Santarus Annual Reports
 
 ***
    
    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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##### 



Santarus Control provided however provided, however,
 Inspection 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. -25-




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##### 



Inserts and Package Labeling
 Prosecution and Maintenance of Trademarks and Patents
 Trademarks provided, however,
 Patents; Prosecution; Notice of Infringement
 Contracts for Supply
 PR Product Improvements
 
 ***
    
    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-




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##### 



PR
Product Improvement provided that provided further that
 
 Supply and Manufacture of PR Product
 Initial Supply Initial Supply provided that Initial
Supply Term
 
 ***
    
    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. -27-




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##### 



provided, however
 Forecasts for Initial Supply and for Planning
 First Orders; Initial Limitation on Purchase Volumes
 Delivery Quantities and Frequency 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. -28-




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##### 



Rejection of Initial Supply PR Product by GSK; Remedies
 provided however
  Shipment
 
 ***
    
    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-




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##### 



Manufacture of PR Product
 Certificate of Compliance
 Quality Agreement
 Accommodation; Limitation on Liability
 Subcontracts; GSK Review of Agreements provided however
 Section Applicable Only to Initial Supply
 
 ***
    
    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. -30-




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##### 



Manufacture of PR Product by GSK
 Contract with Authorized Manufacturer Authorized Manufacturer
        Supply Shortage
 
 ***
    
    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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##### 



Additional Equipment or Tooling
 GSK Inventories
 Additional Authorized Manufacturers
      
 Transfer Price Transfer Price
 -32-




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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
 Reduction 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.
 -33-




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##### 



Waiver of Certain Amount of Initial Royalties
 Royalty Term; Buyout Payment th Buyout Payment provided however
 Convenience
 Reimbursement of Certain Expenses
 
 ***
    
    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-




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##### 



provided however
 Withholding
 Method of Payments
 Royalty Reports provided that
 
 ***
    
    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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##### 



Audits
 By Santarus
 By 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.
 -36-




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##### 



Safety Data Exchange
 Medical Information Services provided however
 PR Product Recalls, Complaints and other Matters
 PR Product Complaints
   
 ***
    
    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-




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Recalls, Withdrawals, Field Alerts and Other Field Corrections
 provided that
 provided that
   Additional Covenants of 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.
 -38-




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##### 



Compliance with Applicable Law provided
 Reasonable Cooperation
 Distribution and Manufacturing Compliance Audits
 GSK Facilities
 Authorized 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.
 -39-




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##### 



Urgent Inspection
 Notice of Regulatory Action
 
 Representations and Warranties of Both Parties
 Good Standing
 Power and Authority
 Binding Obligation
 No Conflicts
 
 ***
    
    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.
 -40-




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##### 



Compliance with Applicable Law
 Litigation and Claims
 Representations and Warranties of Santarus
 Regulatory Filings
 Trademarks
 No Third Party Claims
 Clinical and Regulatory Information
 Managed Care Market Agreements
 
 ***
    
    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.
 -41-




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Representations and Warranties of GSK
 No Reliance by Third Parties
 Disclaimer of Warranties
 
 Santarus Indemnification Obligations GSK Indemnitees Losses
     -42-




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##### 



provided however
 GSK Indemnification Obligations Santarus Indemnitees
    provided however
 Indemnity Procedures Indemnitee Indemnitor provided
 -43-




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##### 



No Punitive or Exemplary Damages
 Insurance
 Santarus CGL
 GSK
 
 Force Majeure 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.
 -44-




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##### 



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.
 -45-




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##### 



provided however
  provided provided
 -46-




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##### 



Confidentiality Agreement
 Publicity
 Trial Data; Publication
 
 Term Term
 Termination for Material Breach Cure Period
 Termination for Safety Issues
 
 ***
    
    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.
 -47-




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##### 



Termination for no Launch in the Territory provided, however
 Termination Without Cause
 Mutual
 By GSK
 Bankruptcy
 Effect of Termination
  provided, however, provided further
 
 ***
    
    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.
 -48-




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##### 



Survival Upon Termination
 General
 Payments
 Accrued Liabilities
 No Licenses Survive
 -49-




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##### 



Dispute Resolution
 Informal Resolution Dispute Dispute Notice
 Arbitration AAA
 Arbitrators
 Process
 
 ***
    
    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.
 -50-




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##### 



provided
 Final and Binding
 Timing
 Costs and Fees
 Not Public
 Courts
 
 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.
 -51-




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##### 



Governing Law
 
 ***
    
    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.
 -52-




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##### 



Performance by Affiliates provided however
 Miscellaneous
 Binding Effect
 Headings
 Counterparts
 Entire Agreement; Amendment; Waiver
 No Third Party Beneficiaries
 Assignment and Successors provided however Competing Third Party
 
 ***
    
    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.
 -53-




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##### 



Severability
 Further Actions
 Relationship of the Parties
  -54-




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##### 



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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##### 



Appl. No./
    
    Reg. No./MARK
    
    COUNTRY
    
    Date
    
    Date
    
    CLASS: GOODS/SERVICES
    
    STATUS[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 
 ***
    
    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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##### 



Product
    
    Quantity140 mg capsules trade
    
    [***]40 mg capsules samples
    
    [***]40 mg powder trade
    
    [***]40 mg powder samples
    
    [***]20 mg capsules trade
    
    [***]20 mg capsules samples
    
    [***]20 mg powder trade
    
    [***]20 mg powder samples
    
    [***]
 
 1
    
    [***]. ***
    
    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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##### 



Product
    

Price ($)/Unit140 mg capsules trade
    
    [***]40 mg capsules samples
    
    [***]40 mg powder trade
    
    [***]40 mg powder samples
    
    [***]20 mg capsules trade
    
    [***]20 mg capsules samples
    
    [***]220 mg powder trade
    

[***]220 mg powder samples
    
    [***]2
 
 1
    
    Trade Unit measure is per bottle for capsules and per
carton for powder. Samples unit measure is per 5-capsule bottle and per
3-packet carton.2
    
    [***]. ***
    
    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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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) ®




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##### 



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




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##### 



About Santarus
 www.santarus.com
 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.