exhibit 10. 34 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 gerald t. proehl ( “ executive ” ), and shall be effective as of december 5, 2007. whereas, the company and executive desire to further amend and restate that certain employment agreement between the executive and the company ( the “ original agreement ” ), dated as of march 31, 2004 ( the “ effective date ” ). now, therefore, in consideration of the mutual promises herein contained, the parties agree as follows : 1. definitions. as used in this agreement, the following terms shall have the following meanings : ( a ) board. “ board ” means the board of directors of the company. ( b ) bonus. “ bonus ” means an amount equal to the average of the bonuses awarded to executive for each of the three ( 3 ) fiscal years prior to the date of termination, or such lesser number of years as may be applicable if executive has not been employed for three ( 3 ) full years on the date of termination. for purposes of determining executive ’ s “ bonus, ” to the extent executive received no bonus in a year due to a failure to meet the applicable performance objectives, such year will still be taken into account ( using zero ( 0 ) as the applicable bonus ) in determining executive ’ s “ bonus ” for purposes of section 4. if any portion of the bonuses awarded to executive consisted of securities or other property, the fair market value thereof shall be determined in good faith by the board. ( c ) cause. “ cause ” means any of the following : ( i ) the commission of an act of fraud, embezzlement or dishonesty by executive that has a material adverse impact on the company or any successor or affiliate thereof ; ( ii ) a conviction of, or plea of “ guilty ” or “ no contest ” to, a felony by executive ; ( iii ) any unauthorized use or disclosure by executive of confidential information or trade secrets of the company or any successor or affiliate thereof that has a material adverse impact on any such entity ; ( iv ) executive ’ s gross negligence, insubordination or material violation of any duty of loyalty to the company or any other material misconduct on the part of executive ; ( v ) executive ’ s ongoing and repeated failure or refusal to perform or neglect of