Item 1.01. Entry into a Material Definitive Agreement.

     On July 11, 2008, Santarus, Inc. (“Santarus”) entered into an Amended and Restated Loan and Security Agreement (the “Amended Loan Agreement”) with Comerica Bank (“Comerica”). The Amended Loan Agreement amends and restates the terms of the original Loan and Security Agreement entered into between Santarus and Comerica in July 2006.

     The credit facility under the Amended Loan Agreement consists of a revolving line of credit, pursuant to which Santarus may request advances in an aggregate outstanding amount not to exceed $25,000,000. Under the Amended Loan Agreement, the revolving loan bears interest, as selected by Santarus, at either the variable rate of interest, per annum, most recently announced by Comerica as its “prime rate” plus one half of one percent (0.50%) or the LIBOR rate (as computed in the Amended and Restated LIBOR Addendum to the Amended Loan Agreement) plus three percent (3.00%). Interest payments on advances made under the Amended Loan Agreement are due and payable in arrears on the first calendar day of each month during the term of the Amended Loan Agreement.

     Amounts borrowed under the Amended Loan Agreement may be repaid and re-borrowed at any time prior to July 11, 2011. There is a non-refundable unused commitment fee equal to one half of one percent (0.50%) per annum on the difference between the amount of the revolving line and the average daily balance outstanding thereunder during the term of the Amended Loan Agreement, payable quarterly in arrears. The Amended Loan Agreement will remain in full force and effect for so long as any obligations remain outstanding or Comerica has any obligation to make credit extensions under the Amended Loan Agreement. Loan proceeds are expected to be used by Santarus to support its ongoing working capital needs and for other corporate purposes.

     Amounts borrowed under the Amended Loan Agreement are secured by all personal property of Santarus, including but not limited to all accounts receivable, deposit accounts, equipment, inventory, general intangibles and all cash proceeds relating to the foregoing. However, the collateral does not include any intellectual property, such as patents, copyrights, trademarks, servicemarks and applications therefor, now owned or hereafter acquired, or any claims for damages by way of any past, present and future infringement of any such intellectual property; provided, that the collateral includes all accounts and general intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, such intellectual property.

     Under the Amended Loan Agreement, Santarus is subject to specified affirmative and negative covenants, including limitations on its ability: to enter into certain change of control events; to convey, sell, lease, license, transfer or otherwise dispose of assets; to create, incur, assume, guarantee or be liable with respect to specified indebtedness; to grant liens; to pay dividends and make specified other restricted payments; and to make investments.

     In addition, under the Amended Loan Agreement Santarus is required to maintain a balance of cash with Comerica in an amount of not less than $4,000,000 and to maintain any other cash balances with either Comerica or another financial institution covered by a control agreement for the benefit of Comerica. Santarus is also subject to specified financial covenants with respect to a minimum liquidity ratio and, in specified limited circumstances, minimum EBITDA requirements.

     In the event of (i) Santarus’ failure to pay any of the obligations when due, (ii) Santarus’ failure to perform any obligation or covenant under the Amended Loan Agreement, subject to a cure period, (iii) a defective first priority security interest on the part of Comerica in any of the collateral, (iv) a material adverse event, as defined in the Amended Loan Agreement, (v) attachment of a material portion of Santarus’ assets, subject to a cure period, (vi) Santarus’ insolvency, (vii) a default or failure to perform under any agreement which results in a specified dollar amount of indebtedness or could reasonably be expected to have a material