CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Attention: President and CEO
Santarus, Inc.
3721 Valley Centre Drive, Suite 400
San Diego, California 92130

11^th Feb 2011

Dear Sirs,

Amendment to License Agreement dated 9 October 2009

On 9 October 2009 Norgine B.V. (“Norgine”) and Santarus, Inc., (“Santarus”) entered into a License Agreement (the “Agreement”). Pursuant to Section 15.5.4 of the Agreement, Santarus and Norgine now wish to amend the Agreement to include European Patent Application No. 07871127.2 (Publication No. 2068841), Great Britain Patent Application No. GB 0719990.4 (Publication No. GB 2444593), and Great Britain Patent Application No. GB 0910544.6 (Publication No. GB 2459393) as Other Santarus Patents and to add such patent applications to Exhibit 1.37(B) of the Agreement, and to include European Patent Application No. 10157716.1 (Publication No. 2201952), European Patent Application No. 10187771.6, Norway Patent Application No. 20023313, and Poland Patent Application No. Pl-357144 (Patent No. 201906) as Missouri Patents and to add such patent applications to Exhibit 1.37(A). Accordingly it is hereby agreed that Exhibit 1.37(A) and Exhibit 1.37(B) shall now be replaced by the attached amended and restated Exhibit 1.37(A) and Exhibit 1.37(B)(the “First Amendment”). The First Amendment shall take effect from the last date of signature below.

This letter shall be governed by, and construed and enforced in accordance with the laws of New York. Each party submits to the jurisdiction of the courts of New York.

In this letter capitalised words and phrases shall have the same meaning as in the Agreement save as otherwise set out herein.

Yours sincerely
/s/ F.P. Nooteboom
For and on behalf of Norgine B.V.
February 14, 2011
Date
Acknowledged, agreed and accepted by
/S/ Gerald T. Proehl
Santarus, Inc.
March 3, 2011
Date

EXHIBIT 1.37 A⁽¹⁾

Title		Country		Application Number				Status		Ownership
Novel Substituted Benzimidazole Dosage Forms and Method of Using Same		EPO(2)			01904818.0			Granted as EP1246622(3)		Licensed from Univ. Missouri
Novel Substituted Benzimidazole Dosage Forms and Method of Using Same		EPO(2)			04003380.5			Abandoned		Licensed from Univ. Missouri
Novel Substituted Benzimidazole Dosage Forms and Method of Using Same		EPO(2)			02768296.2			Abandoned		Licensed from Univ. Missouri
Novel Substituted Benzimidazole Dosage Forms and Method of Using Same		EPO(2)			03710694.5			Pending		Licensed from Univ. Missouri
Novel Substituted Benzimidazole Dosage Forms and Method of Using Same		EPO(2)			06020125.8			Abandoned		Licensed from Univ. Missouri
Novel Substituted Benzimidazole Dosage Forms and Method of Using Same		EPO(2)			10157716.1			Pending		Licensed from Univ. Missouri
Novel Substituted Benzimidazole Dosage Forms and Method of Using Same		EPO(2)			10187771.6			Pending		Licensed from Univ. Missouri
Novel Substituted Benzimidazole Dosage Forms and Method of Using Same		Norway(2)			20023313			Pending		Licensed from Univ. Missouri
Novel Substituted Benzimidazole Dosage Forms and Method of Using Same		Poland(2)		PL-357144				Granted as 201906		Licensed from Univ. Missouri
Novel Substituted Benzimidazole Dosage Forms and Method of Using Same		ISRAEL(2)			150696			Pending		Licensed from Univ. Missouri
A Novel Formulation, Omeprazole Antacid Complex-Immediate Release for Rapid and Sustained Supression of Gastric Acid		EPO(2)			04713382.2			Pending		Santarus and Univ. Missouri (4) (5)
A Novel Formulation, Omeprazole Antacid Complex-Immediate Release for Rapid and Sustained Supression of Gastric Acid		EPO(2)			05735477.1			Pending		Santarus and Univ. Missouri (4) (5)
Immediate-Release Formulation of acid-Labile Pharmaceutical Compositions		EPO(2)			04778879.9			Abandoned		Santarus and Univ. Missouri (4) (6)

[***]

[***]

[***]

[***]

[***]

[***]

EXHIBIT 1.37 B⁽¹⁾

Title		Country		Application Number				Status		Ownership
Pharmaceutical Formulations Useful for Inhibiting Acid Secretion and Methods for Making and Using Them		EPO(2)			05755940.3			Pending		Santarus
Pharmaceutical Formulations Useful for Inhibiting Acid Secretion and Methods for Making and Using Them		EPO(2)			04778425.1			Pending		Santarus
Pharmaceutical Formulation and Method for Treating Acid-Caused Gastrointestnal Disorders		EPO(2)			04778512.6			Pending		Santarus
Combination of Proton Pump Inhibitor and Sleep Aid		EPO(2)			04818347.9			Abandoned		Santarus
Combination of Proton Pump Inhibitor, Buffering Agent and Nonsteroidal anti-inflammatory agent		EPO(2)			05722791.0			Pending		Santarus
Combination of Proton Pump Inhibitor, Buffering Agent, and Prokinetic Agent		EPO(2)			05804774.7			Abandoned		Santarus
A Novel Formulation, Omeprazole Antacid Complex-Immediate Release for Rapid and Sustained Supression of Gastric Acid		EPO(2)			04713382.2			Pending		Santarus and Univ. Missouri (3) (4)
A Novel Formulation, Omeprazole Antacid Complex-Immediate Release for Rapid and Sustained Supression of Gastric Acid		EPO(2)			05735477.1			Pending		Santarus and Univ. Missouri (3) (4)
Immediate-Release Formulation of acid-Labile Pharmaceutical Compositions		EPO(2)			04778879.9			Abandoned		Santarus and Univ. Missouri (3) (5)
Novel Formulations of Proton Pump Inhibitors and Methods of Using These		EPO(2)			07871127.2			Pending		Santarus
Novel Formulations of Proton Pump Inhibitors and Methods of Using These		GB(2)		GB 0719990.4				Granted		Santarus
Novel Formulations of Proton Pump Inhibitors and Methods of Using These		GB(2)		GB 0910544.6				Granted		Santarus

[***]

[***]

[***]

[***]

[***]

[***]