THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Santarus, Inc. (SNTS)

4/27/2006 Proxy Information

We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements require us to indemnify these individuals to the fullest extent permitted by Delaware law. In addition, we have purchased a policy of directorsÕ and officersÕ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances.

Arthur J. Klausner resigned from our board of directors in February 2005. In connection with his resignation, we accelerated the vesting of options to purchase 7,500 shares of common stock and extended the period within which Mr. Klausner was entitled to exercise options to purchase 40,000 shares of common stock through June 30, 2007.

Bonnie Hepburn, M.D. departed from her position as Senior Vice President, Drug Development and Chief Medical Officer in December 2005, in connection with a reduction of positions, primarily in drug development. In connection with her departure, pursuant to the terms of her employment agreement, we paid her $367,969 in severance payments and accelerated the vesting of 55,641 shares of common stock. We also entered into a one-year consulting arrangement with Dr. Hepburn pursuant to which we can continue to utilize her services from time to time on an hourly basis.

C. Christine Miller, Pharm.D resigned from her position as Vice President, Regulatory Affairs and Quality Assurance in February 2006. In connection with her resignation, we entered into a one-year consulting arrangement with Dr. Miller pursuant to which we can continue to utilize her services from time to time on an hourly basis.

Rodney A. Ferguson, J.D., Ph.D. resigned from our board of directors in March 2006. In connection with his resignation, we accelerated the vesting of options held by Dr. Ferguson to purchase 4,375 shares of common stock and extended the period within which Dr. Ferguson is entitled to exercise his outstanding options to purchase 78,570 shares of common stock through December 31, 2006.

We believe that all of the transactions described above were on terms at least as favorable to us as they would have been had we entered into those transactions with unaffiliated third parties.