FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



                             CO-PROMOTION AGREEMENT



         This CO-PROMOTION AGREEMENT (this "Agreement") is entered into and

effective as of this 4th day of October, 2004 (the "Effective Date"), by and

between SANTARUS, INC., a Delaware corporation ("Santarus"), and OTSUKA AMERICA

PHARMACEUTICAL, INC., a Delaware corporation ("Co-Promotion Partner").



         WHEREAS, Santarus has exclusive rights to market and distribute the

Products in the United States;



         WHEREAS, Co-Promotion Partner is engaged in the business of and has

expertise in, among other things, the promotion of pharmaceutical products; and



         WHEREAS, Santarus and Co-Promotion Partner desire to work together to

promote the Products in the United States upon the terms and conditions set

forth herein.



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

set forth in this Agreement, and for other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties hereto

agree as follows:



1.       Definitions. Capitalized terms used herein without definition shall

have the meanings specified in this Section 1 (such definitions to be equally

applicable to both the singular and plural forms of the terms defined). Unless

otherwise specified, all references in this Agreement to "Sections" are to

Sections of this Agreement.



         "Act" shall mean the United States Federal Food, Drug, and Cosmetic

Act, as it may be amended from time to time.



         "Affiliate" shall mean, with respect to any Person, any other Person

that directly, or indirectly through one or more intermediaries, controls, is

controlled by or is under common control with, such Person. A Person shall be

regarded as in control of another Person if such Person owns, or directly or

indirectly controls, more than fifty percent (50%) of the voting securities (or

comparable equity interests) or other ownership interests of the other Person,

or if such Person directly or indirectly possesses the power to direct or cause

the direction of the management or policies of the other Person, whether through

the ownership of voting securities, by contract or any other means whatsoever.



         "Agreement" shall mean this Agreement, as the same may be amended or

supplemented from time to time hereafter pursuant to the provisions hereof.



         "Commercially Reasonable Efforts" shall mean efforts and resources

commonly used in the pharmaceutical industry by similarly situated companies for

a product, which is of similar market potential at a similar stage in its

product life, taking into account issues of safety, efficacy, product profile,

the competitiveness of the marketplace, the proprietary position of the product,

the regulatory structure involved, the profitability of the applicable product,

and other relevant commercial factors.



         "Contract Year" shall mean a 12-month period commencing as of a date

certain and ending 12-months later.



<PAGE>



         "Co-Promotion Partner Trademarks" shall mean the trademark "Otsuka

America Pharmaceutical, Inc.," "OAPI" and any other related trademark or service

mark (whether registered or unregistered) containing the word "Otsuka.



         "Co-Promotion Partner Target Healthcare Professionals" shall mean those

primary care physicians (i.e., general practitioners, family practitioners and

internal medicine physicians), gastroenterologists and other prescribers (i.e.,

nurse practitioners and physician assistants) identified in the Marketing Plans,

in each case who are authorized by applicable law to prescribe the Products.



         "Detailing Costs" shall mean all costs which are directly related to

the establishment, maintenance, training and functioning of either party's sales

force, including, without limitation, [***].



         "FDA" shall mean the United States Food and Drug Administration or any

successor entity thereto.

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