Gerald T. Proehl         Gerald T. Proehl Uses in Withholding and other Deductions Clause

Withholding and other Deductions from Amended and Restated Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is entered into by and between Santarus, Inc., a Delaware corporation (the Company), and Warren E. Hall (Executive), and shall be effective as of March 1, 2006.

Withholding and other Deductions. All compensation payable to Executive hereunder shall be subject to such deductions as the Company is from time to time required to make pursuant to law, governmental regulation or order.

Withholding and other Deductions from Amended and Restated Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is entered into by and between Santarus, Inc., a Delaware corporation (the Company), and William C. Denby, III (Executive), and shall be effective as of March 1, 2006.

Withholding and other Deductions. All compensation payable to Executive hereunder shall be subject to such deductions as the Company is from time to time required to make pursuant to law, governmental regulation or order.