Santarus Inc Sample Contracts

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SANTARUS, INC.
Warrant Agreement • February 4th, 2004 • Santarus Inc • Pharmaceutical preparations • California
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CONFIDENTIAL
License Agreement • March 9th, 2004 • Santarus Inc • Pharmaceutical preparations • New York
RECITALS
Indemnification Agreement • February 4th, 2004 • Santarus Inc • Pharmaceutical preparations • Delaware
COMMON STOCK
Underwriting Agreement • June 24th, 2004 • Santarus Inc • Pharmaceutical preparations • New York
COMMON STOCK
Underwriting Agreement • March 9th, 2004 • Santarus Inc • Pharmaceutical preparations • New York
Santarus, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • May 10th, 2013 • Santarus Inc • Pharmaceutical preparations • New York
EXHIBIT 4.10 FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND U.S. BANK NATIONAL ASSOCIATION SANTARUS, INC.
Indenture • May 12th, 2005 • Santarus Inc • Pharmaceutical preparations • New York
SANTARUS, INC.
Investors' Rights Agreement • December 23rd, 2003 • Santarus Inc • California
Exhibit 10.1 7,350,000 SHARES SANTARUS, INC. SHARES OF COMMON STOCK ($0.0001 PAR VALUE) PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • August 17th, 2005 • Santarus Inc • Pharmaceutical preparations • New York
and
Rights Agreement • November 17th, 2004 • Santarus Inc • Pharmaceutical preparations • Delaware
EXHIBIT 4.9 FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND U.S. BANK NATIONAL ASSOCIATION SANTARUS, INC.
Indenture • May 12th, 2005 • Santarus Inc • Pharmaceutical preparations • New York
CONFIDENTIAL
License Agreement • December 23rd, 2003 • Santarus Inc • New York
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF MISSOURI AND SANTARUS, INC.
Exclusive License Agreement • February 4th, 2004 • Santarus Inc • Pharmaceutical preparations • California
EXHIBIT 10.8 OFFICE BUILDING LEASE Torrey View Associates LP, a California limited partnership
Office Building Lease • December 23rd, 2003 • Santarus Inc • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2013 • Santarus Inc • Pharmaceutical preparations • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Santarus, Inc., a Delaware corporation (the “Company”), and Julie A. DeMeules (“Executive”), and shall be effective as of March 22, 2013.

WITNESSETH:
Stock Purchase Agreement • December 23rd, 2003 • Santarus Inc • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 3rd, 2006 • Santarus Inc • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2006, is by and between SANTARUS, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).

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COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and SANTARUS, INC. dated as of February 3, 2006
Common Stock Purchase Agreement • February 3rd, 2006 • Santarus Inc • Pharmaceutical preparations • New York

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 3rd day of February, 2006, by and between KINGSBRIDGE CAPITAL LIMITED, an entity organized and existing under the laws of the British Virgin Islands (the “Investor”) and SANTARUS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

KILROY CENTRE DEL MAR OFFICE LEASE
Office Lease • October 10th, 2012 • Santarus Inc • Pharmaceutical preparations • California

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and SANTARUS, INC., a Delaware corporation (“Tenant”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
Investors' Rights Agreement • December 23rd, 2003 • Santarus Inc
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 1st, 2006 • Santarus Inc • Pharmaceutical preparations • California

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of July 28, 2006, by and between COMERICA BANK (“Bank”) and SANTARUS, INC. (“Borrower”).

RECITALS
Manufacturing and Supply Agreement • February 4th, 2004 • Santarus Inc • Pharmaceutical preparations
LICENSE AGREEMENT BY AND AMONG COWEN HEALTHCARE ROYALTY PARTNERS, L.P. AND SHORE THERAPEUTICS, INC. AND SANTARUS, INC. DATED DECEMBER 21, 2011
License Agreement • March 5th, 2012 • Santarus Inc • Pharmaceutical preparations • New York

THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into as of December 21, 2011 (the “Effective Date”), by and among COWEN HEALTHCARE ROYALTY PARTNERS, L.P., a Delaware limited partnership, having its principal place of business at 177 Broad Street, Suite 1101, Stamford, CT 06901 (“CHRP”), SHORE THERAPEUTICS, INC., a Delaware corporation, having its principal place of business at 177 Broad Street, Suite 1101, Stamford, CT 06901 (“Shore”) and SANTARUS, INC., a Delaware corporation, having its principal place of business at 3721 Valley Centre Drive, Suite 400, San Diego, California 92130 (“Santarus”). CHRP and Shore, on the one hand, and Santarus, on the other hand, are referred to individually as a “Party” and collectively as the “Parties.”

AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2011 • Santarus Inc • Pharmaceutical preparations

This AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is entered into by and between Santarus, Inc., a Delaware corporation (the “Company”), and Maria Bedoya-Toro (“Executive”), and shall be effective as of February 14, 2011.

OMEPRAZOLE SUPPLY AGREEMENT AMENDMENT NO. 3
Omeprazole Supply Agreement • March 6th, 2009 • Santarus Inc • Pharmaceutical preparations

This Amendment (the “Amendment”) by and among Santarus, Inc., a Delaware corporation having a principal place of business at 3721 Valley Centre Drive, Suite 400, San Diego, CA 92130 (“SANTARUS”), Interchem Trading Corporation d/b/a Interchem Corporation, a New Jersey corporation located at 120 Route 17 North, Paramus, New Jersey 07652 (“INTERCHEM”), and Union Quimico Farmaceutica, S.A., a corporation of Spain located at Mallorca, 262, 08008, Barcelona, Spain (“UQUIFA”) is entered into as of December 17, 2008 (the “Effective Date”).

License Agreement Pharming Group N.V. and Pharming Intellectual Property b.v. and Santarus, Inc. September 10, 2010
License Agreement • March 8th, 2011 • Santarus Inc • Pharmaceutical preparations • New York

This License Agreement (the “Agreement”) is made effective as of the 10th day of September, 2010 (the “Effective Date”) by and between Pharming Group N.V., a Dutch corporation having its principal place of business at Darwinweg 24, 2333 CR Leiden, The Netherlands, on behalf of itself and each of its Affiliates, including Pharming Intellectual Property B.V. and Pharming Technologies B.V. (“Pharming”) and Santarus, Inc., a Delaware corporation with its principal place of business at 3721 Valley Centre Drive, Suite 400, San Diego, California 92130 (“Santarus”). Pharming and Santarus are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

SETTLEMENT AND LICENSE AGREEMENT
Settlement and License Agreement • May 8th, 2012 • Santarus Inc • Pharmaceutical preparations • California

This action for alleged patent infringement (the “Litigation”) has been brought by Plaintiff Depomed, Inc. (“Depomed”) against Defendants Lupin Pharmaceuticals, Inc. and Lupin Limited (collectively, “Lupin”) for alleged infringement of United States Patent Nos. 6,635,280, 6,340,475, and 6,488,962 (collectively the “Depomed Patents”). Depomed’s commencement of the Litigation was based on its receipt of notice from Lupin Limited that Lupin Limited had filed Abbreviated New Drug Application (“ANDA”) No. 91-664 with the United States Food and Drug Administration containing a certification pursuant to 21 U.S.C. § 355(j)(2)(A)(vii)(IV) directed to the Depomed Patents and seeking approval to market 500 mg and 1000 mg metformin tablets as a generic version of Glumetza®.

COMMERCIALIZATION AGREEMENT
Commercialization Agreement • November 7th, 2011 • Santarus Inc • Pharmaceutical preparations • California

This COMMERCIALIZATION AGREEMENT (this “Agreement”) is made as of August 22, 2011 (the “Effective Date”), by and between Depomed, Inc., a California corporation (“Depomed”), and Santarus, Inc., a Delaware corporation (“Santarus”). Each of Depomed and Santarus is referred to herein individually as a “party” and collectively as the “parties.”

AMENDMENT TO LICENSE AGREEMENT
License Agreement • March 8th, 2011 • Santarus Inc • Pharmaceutical preparations • California

THIS AMENDMENT TO LICENSE AGREEMENT, dated as of September 10, 2010 (the “Amendment”), is entered into among Biogen Idec MA Inc. (“Biogen Idec”), Covella Pharmaceuticals, Inc. (“Covella”) and Santarus, Inc. (“Santarus”) (hereinafter collectively, the “Parties”).

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