EXCLUSIVE LICENSE AGREEMENT

                                     BETWEEN

                  THE UNIVERSITY OF MISSOURI AND SANTARUS, INC.



        This Exclusive License Agreement ("Agreement") is effective as of the

26th day of January 2001 (the "Effective Date"), by and between THE CURATORS OF

THE UNIVERSITY OF MISSOURI, a public corporation organized under the laws of

Missouri, having a principal place of business at 615 Locust Street Building,

Third Floor, Columbia, Missouri 65211-1400 ("the University"), and SANTARUS,

INC. ("Santarus"), a California corporation, having a principal place of

business at 12230 El Camino Real, Suite 300, San Diego, California 92130.



                                    RECITALS



        Whereas, certain discoveries useful for the administration of proton

pump inhibitors using pharmaceutically acceptable carriers were made in the

course of research under the direction of Dr. Jeffrey O. Phillips ("Dr.

Phillips") at the University (the "Research") and are claimed in the patents and

patent applications included in the Patent Rights (defined below);



        Whereas, Santarus has requested a license of certain rights from the

University to commercialize Licensed Products (defined below) based on such

discoveries;



        Whereas, the University is willing to grant such license rights to

Santarus; and



        Whereas, the University hereby responds to the request of Santarus by

granting the following rights to Santarus so that the products and other

benefits derived from the Patent Rights can be enjoyed by the general public.



                                    AGREEMENT



        Now, therefore, in consideration of the representations and covenants

set forth herein, the payments made hereunder, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties agree as follows:



        1. DEFINITIONS



        Capitalized terms used but not elsewhere defined in this Agreement shall

have the meanings set forth below:



                1.1 "AFFILIATE(s)" of either party to this Agreement means any

entity which, directly or indirectly, controls the party, is controlled by the

party, or is under common control with the party ("control" for these purposes

being defined as the actual, present capacity to elect a majority of the

directors or curators, as the case may be, of such entity, or if not, the power

to direct at least     ***     of the voting rights entitled to elect

directors or curators); provided, however, that in any country where the local

law will not permit foreign equity participation of a majority, then an

"Affiliate" of Santarus will include any company in which Santarus owns or

controls, directly or indirectly, the maximum percentage of such outstanding







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        Confidential Treatment and filed separately with the Commission.

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stock or voting rights permitted by local law. Each reference to Santarus herein

will be deemed to include its Affiliates.



                1.2 "ANDA" means an Abbreviated New Drug Application filed with

the FDA.



                1.3 "COMBINATION PRODUCT" means any product which is a Licensed

Product and which also contains other product(s) or component(s) ("Other

Product"), which Other Product (i) is not a Licensed Product; (ii) the sale, use

or import of which, by itself, does not contribute to the infringement of the

Patent Rights; (iii) could be sold separately by Santarus; and (iv) enhances the

market price of the final Licensed Product(s) sold, used or imported by

Santarus.                                   ***



                                            ***

                                            ***

                      ***



                1.4 "FDA" means the United States Food and Drug Administration.



                1.5 "FIELD OF USE" means all uses within the Patent Rights.



                1.6 "FIRST COMMERCIAL SALE" means the first sale of a Licensed

Product in the country in the Territory, such Licensed Product intended for

administration to a patient for a therapeutic use approved by the FDA or other

similar regulatory agency in a foreign country; provided, however, if approval

by a similar regulatory agency is not required in a particular foreign country,

then such approval shall not be an element of the definition of "First

Commercial Sale."



                1.7 "FUNDED RESEARCH" has the meaning set forth in Section 4.16

("Funded Research").



                1.8 "IND" means an Investigational New Drug application filed

with the FDA.



                1.9 "JOINT VENTURE" means any separate entity established

pursuant to an agreement between a third party and Santarus to constitute a

vehicle for a joint business enterprise, in which the separate entity

manufactures, uses, or sells Licensed Products, or purchases or acquires

Licensed Products from Santarus.



                1.10 "LICENSED PRODUCT" shall mean any product that cannot be

manufactured, used or sold without (i) infringing one or more claims under the

Patent Rights (including the claims in pending applications) or (ii) using any

part of the Technical Information not otherwise includable within the Patent

Rights.



                1.11 "NDA" means a New Drug Application filed with the FDA.







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                1.12 "NET SALES" means the amount invoiced as a result of the

sale of Licensed Products by Santarus, Joint Ventures, and sublicensees to

independent third parties for cash or other forms of consideration in accordance

with generally accepted accounting principles ("GAAP") limited to the following

deductions (if not already deducted from the gross invoice price and at rates

customary within the industry): ***



                                    ***

                                    ***

                                    ***



                1.13 " *** LICENSED PRODUCT" means any Licensed Product other

than an *** Licensed Product.



                1.14 "NOTICE OF DEFAULT" and "NOTICE OF TERMINATION" have the

meanings set forth in Article 8 ("Term and Termination; Resolution of

Disputes").



                1.15 " *** LICENSED PRODUCT" means any Licensed Product that

contains *** .



                1.16 "ORAL LIQUID" means a composition intended for oral

administration to a patient comprising any of (i) a liquid solution, (ii) a

solid-in-liquid suspension, and (iii) a powder or other solid formulation

intended to be reconstituted into a liquid solution or a solid-in-liquid

suspension.



                1.17 "PATENT METHOD" means any process or method covered by the

claims of a patent application or patent within Patent Rights or the use or

practice of which would constitute in a particular country, but for the license

granted to Santarus pursuant to this Agreement, an infringement of an unexpired

claim of a patent or pending claim of a patent application were it issued as a

claim in a patent within Patent Rights in that country in which the Patent

Method is used or practiced.



                1.18 "PATENT RIGHTS" means all United States patents and patent

applications and foreign patents and patent applications, including any

reissues, re-examinations, extensions, substitutions, continuations,

divisionals, and continuation-in-part applications (only to the extent, however,

that claims in the continuation-in-part applications are enabled and

specifically described in the specification of the parent patent application),

based on and including any subject matter claimed in or covered by the United

States patent applications (a) set forth on Exhibit A hereto, and (b) which may

be filed based on the Results of Funded Research.



                1.19 "DR. PHILLIPS" means Dr. Jeffrey 0. Phillips.



                1.20 "PPI" means a proton pump inhibitor.



                1.21 "PRIMARY COUNTRIES" shall mean the following: *** *** .



                1.22 "PROPRIETARY INFORMATION" has the meaning set forth in

Section 14.1.







***     Portions of this page have been omitted pursuant to a request for

        Confidential Treatment and filed separately with the Commission.

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