Exhibit 10.3


 


	
  

  	
   

  	
  Amylin
  Pharmaceuticals, Inc.

  9360 Towne Centre Drive

  San Diego, CA 92121 USA

  	
  Tel   (858) 552 2200

  Fax   (858) 552 2212

  www.amylin.com

  



 


 


April 09, 2009


 


 


Eli Lilly and Company

Lilly Corporate Center


Indianapolis, IN 46285


Attention:  Bryce Carmine


 


 


	
  Re:

  	
   

  	
  Collaboration Agreement between
  Eli Lilly and Company (“Lilly”) and Amylin Pharmaceuticals, Inc.
  (“Amylin”), dated September 19, 2002, as amended to date (the
  “Collaboration Agreement”)

  



 


 


Dear Bryce:


 


This letter confirms our
understanding with respect to certain amendments to the Collaboration Agreement
and the co-location of certain Lilly personnel at Amylin’s facilities in
furtherance of Amylin’s and Lilly’s efforts under the Collaboration Agreement
to operate efficiently and effectively. 
Capitalized terms used but not defined herein have the meanings given to
them in the collaboration Agreement.


 


1.             The last sentence of Section 12.3(c) of the
Collaboration Agreement is hereby amended and restated to read as follows: “If
such termination occurs after Product Launch, such termination shall be
effective one (1) year after the date of Amylin’s receipt of written
notice from Lilly.  Within 60 days of
Lilly’s notice, the parties will negotiate in good faith, and Alliance Steering
Committee will approve, a mutually agreeable termination transition plan.”


 


2.             As of April 1, 2009, notwithstanding any term of
the Collaboration Agreement to the contrary, including but not limited to the
definition of the term “FTE” or the term “Reimbursable Marketing Expenses,”
each Party’s internal costs, including headcount, that are specifically
attributable to the Development or Commercialization of Product (e.g. specific finance/accounting
support, managed care contracting, etc.) as mutually determined and agreed by
the Alliance Steering Committee shall be reimbursed in accordance with each
Party’s respective standard cost accounting procedures.  The ASC will be responsible for approving the
methodology, plan and rates for these previously unshared expenses.  Each Party shall insure that such internal
costs are not unfairly allocated to the Development or Commercialization of
Product, and that headcount is allocated based on actual time spent on the Product
similar to the procedures specified in Section 1.48 of the Collaboration
Agreement.  Such internal costs shall be
reimbursed in accordance with each Party’s standard cost accounting
procedures.  For purposes of
clarification, such internal Reimbursable Marketing Expenses shall include
internal marketing costs, whether incurred by Amylin or Lilly, including
internal expenses of the types describes in clauses (i) through (xviii) of
Section 1.100 of the Collaboration Agreement, even if incurred internally
by the Parties.


 


3.             With regard to certain Lilly employees to be co-located
at Amylin’s facilities in furtherance of the efforts between Lilly and Amylin
to operate efficiently and effectively (the “Co-located Lilly Employees”), the
Parties shall agree upon a set of operating and human resources principles (the
“Principles”) to be agreed to by April 16, 2009 and approved by the
Alliance Steering Committee.  Those
Principles will address matters deemed necessary for the operation of the
Alliance business and the co-location of employees including, without limitation
the items set forth on Exhibit A hereto.


 

















 


If this letter correctly
reflects our agreement as to the foregoing matters, please sign in the space
provided below and return a signed copy of this letter to me.  Unless otherwise set forth in this letter,
the terms of the Collaboration Agreement remain unmodified and in full force
and effect.


 


Regards,


 


 


	
   /s/ Mark J.
  Gergen

  	
   

  
	
  Mark J. Gergen

  	
   

  
	
  Senior Vice President,
  Corporate Development

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledges and
  Agreed:

  	
   

  
	
   

  	
   

  
	
  Eli
  Lilly and Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Bryce D. Carmine

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
  Bryce D. Carmine

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: 

  	
  Executive V.P., Global
  Marketing & Sales

  	
   

  
	
   

  	
   

  
	
  Date Signed:
  April 9, 2009

  	
   

  



 

















 


	
  

  	
   

  	
  Amylin
  Pharmaceuticals, Inc.

  9360 Towne Centre Drive

  San Diego, CA 92121 USA

  	
  Tel   (858)
  552 2200

  Fax   (858) 552 2212

  www.amylin.com

  



 


 


EXHIBIT A


 


 


The Operating and Human
Resources Principles shall address, without limitation, the following needs, as
well as addressing other operating and human resource matters as the parties
deem advisable or necessary:


 


	
  ·

  	
   

  	
  Co-located Lilly
  Employees located at Amylin will be required to sign a confidentiality
  agreement reasonably acceptable to Amylin and Lilly to cover the potential
  inadvertent exposure to Amylin confidential information not related to the
  Alliance.

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  Amylin may
  restrict access of Co-located Lilly Employees to information and facilities
  not related to exenatide or not necessary to fulfill their obligations to the
  Alliance.

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  Each party shall
  be responsible for severance costs for their displaced employees, if any.

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  Co-located Lilly
  Employees shall remain Lilly employees and not be deemed to be employees of
  Amylin. Similarly, those Amylin employees co-located with the Co-located
  Lilly Employees shall remain Amylin employees and not be deemed to be
  employees of Lilly.

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  Amylin shall not
  incur any liability for any act or failure to act of any Co-located Lilly
  Employee. Lilly shall not incur any liability for any act or failure to act
  of any Amylin employee. Lilly shall indemnify and defend Amylin against any
  claim brought by or on behalf of a Co-located Lilly Employee to the extent
  caused by any negligent act or omission by Lilly. Amylin shall indemnify and
  defend Lilly against any claim brought by or on behalf of an Amylin employee
  to the extent caused by any negligent act or omission of Amylin.