Sample Business Contracts

Capital Reimbursement Agreement - Patheon Inc. and Santarus Inc.

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      This CAPITAL REIMBURSEMENT AGREEMENT (the "Agreement") dated this 19th day
of December, 2003, is entered into by and between Patheon Inc. ("Patheon") and
Santarus, Inc. ("Santarus").

      WHEREAS Patheon and Santarus have entered into a manufacturing and supply
agreement (the "MSA") dated the date hereof pursuant to which Patheon will
manufacture commercial supplies of a product known as SAN-05 (a powder for
suspension) ("SAN-05") for Santarus; and

      WHEREAS Patheon and Santarus have agreed that in anticipation of the
commercial manufacturing of SAN-05 Patheon will acquire certain equipment and
implement certain facility improvements to address Santarus' packaging capacity
requirements, on the terms and conditions set forth herein (the "Capacity
Expansion Plan");

      NOW THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the parties agree as follows:


      1.1   A detailed description of the packaging equipment (the "Packaging
            Equipment") and the facility improvements, including associated
            utility upgrades ("Facility Improvements") required to implement the
            Capacity Expansion Plan is outlined in Schedule A. The capital
            expenditures and related costs (the "Expenditures") associated with
            the Facility Improvements and Packaging Equipment is also detailed
            in Schedule A.

      1.2   Patheon shall pay            ***


      1.3   Subject to Sections 5 and 6 hereof, Santarus shall pay ***



      Before any Packaging Equipment Expenditures are incurred by Patheon, it
      shall first obtain the prior written approval of Santarus for such
      Expenditure. Such approval may be obtained by an authorized representative
      of Santarus executing the relevant Patheon Capital Appropriation Approval

*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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      Patheon shall be responsible for    ***   .


      Patheon represents that prior to and following the implementation of the
      Facility Improvements and the purchase of the Packaging Equipment and
      related materials, as well as the purchase of the additional equipment
      contemplated by                      ***


      No later than the *** following the date upon which Patheon has delivered
to Santarus an aggregate of *** of SAN-05 under the terms of the MSA, Patheon
shall pay to Santarus the Reimbursement Amount.


      Between the date hereof and the date Patheon has paid the Reimbursement
Amount to Santarus:

      6.1   Patheon shall operate and use the Packaging Equipment in accordance
            with the instructions set forth in the service manual provided by
            the manufacturer(s) of the Packaging Equipment, if any.

      6.2   Patheon shall conduct routine and preventative maintenance of the
            Packaging Equipment.

      6.3   Patheon shall indemnify, defend and hold Santarus harmless from and
            against any claims, liabilities, damages, or expenses ("Claims") in
            connection with any loss, destruction of or damage to the Packaging
            Equipment while such Packaging Equipment is situated on Patheon's
            premises relating to Patheon's use, operation or possession of the
            Packaging Equipment other than those Claims that arise from a defect
            in the Packaging Equipment.

      6.4   Title and risk of loss to the Packaging Equipment shall remain with
            Patheon while the Packaging Equipment is situated on Patheon's

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      6.5   Patheon shall carry adequate insurance for the Packaging Equipment
            under its blanket policy covering risk of loss or damage by fire,
            extended coverage perils and other risks generally provided for
            under such blanket policy.

      6.6   In the event that the MSA is terminated or expires prior to the
            payment by Patheon of the Reimbursement Amount pursuant to Section
            5, ***

            (c) If Santarus desires the return of the Packaging Equipment, then
      Santarus shall pay Patheon for all reasonable costs relating to:

                  i)                                ***
                  ii)                               ***

7.    All dollar amounts expressed herein are U.S. dollars.

8.    This Agreement shall be construed and enforced in accordance with the laws
      of the State of *** (without regard to principles of conflicts of law).

9. This Agreement and the other agreements referenced herein contain the entire
understanding of the parties with respect to the subject matter herein and
supersedes all previous agreements (oral and written), negotiations and

10. The parties may modify or amend the provisions hereof only by an instrument
in writing duly executed by both of the parties.

11. Neither party may assign or otherwise transfer its rights or obligations
hereunder without the prior written consent of the other party.

In witness whereof, the parties have executed this Agreement as of the date
first written

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PATHEON INC.                                       SANTARUS, INC.

By:    /s/ Riccardo Treeroce                       By:     /s/ Gerald T. Proehl
    --------------------------------                      --------------------------------

Name:  Riccardo Treeroce                           Name:  Gerald T. Proehl
      ------------------------------                      --------------------------------
       General Counsel & Senior Vice President
Title: Corporate Administration                    Title: President & CEO
       -----------------------------                      --------------------------------

                                   SCHEDULE A

                             CAPACITY EXPANSION PLAN


*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.