Exhibit 10.64


 


AMENDMENT NO. 1 TO

AMYLIN PHARMACEUTICALS, INC.

CHANGE IN CONTROL EMPLOYEE

SEVERANCE BENEFIT PLAN


 


The Amylin Pharmaceuticals, Inc. Change in
Control Employee Severance Benefit Plan (the “Plan”) is hereby amended as
follows, effective as of September 17, 2003:


 


1.                                      The
last sentence of Section 1 of the Plan is hereby amended and restated in
its entirety to be as follows:


 


“The Plan was approved by the Compensation Committee
of the Board of Directors of the Company effective February 8, 2001, and
amended by the Board of Directors of the Company effective September 17,
2003.”


 


2.                                      Clause
(ii) in Section 2(d) of the Plan, which is part of the Plan’s definition
of “Change in Control,” is hereby amended and restated in its entirety to be as
follows:


 


“(ii) there is consummated a sale or other
disposition of all or substantially all of the assets of the Company (other
than a sale to an entity where at least 50% of the combined voting power of the
voting securities of such entity are owned by the stockholders of the Company
in substantially the same proportions as their ownership of the Company
immediately prior to such sale);”


 


3.                                      Section 7
of the Plan is hereby amended and restated in its entirety to be as follows:


 


“SECTION 7.  CLAIMS, INQUIRIES AND APPEALS


 


(a)                                  Applications
for Benefits and Inquiries.  Any
application for benefits, inquiries about the Plan or inquiries about present
or future rights under the Plan must be submitted to the Plan Administrator in
writing by an applicant (or his or her authorized representative).  The Plan Administrator is:


 


Amylin Pharmaceuticals, Inc.


9360 Towne Centre Drive


San Diego, California 92121


 


(b)                                  Denial
of Claims.  In the event that any
application for benefits is denied in whole or in part, the Plan Administrator
must provide the applicant with written or electronic notice of the denial of
the application, and of the applicant’s right to review the denial.  Any electronic notice will comply with the
regulations of the U.S. Department of Labor. 
The written notice of denial will be set forth in a manner designed to
be understood by the employee and will include the following:


 


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(i)                                    the specific reason
or reasons for the denial;


 


(ii)                                references to the
specific Plan provisions upon which the denial is based;


 


(iii)                            a description of any
additional information or material that the Plan Administrator needs to
complete the review and an explanation of why such information or material is
necessary; and


 


(iv)                               an explanation of the
Plan’s review procedures and the time limits applicable to such procedures,
including a statement of the applicant’s right to bring a civil action under
section 502(a) of ERISA following a denial on review of the claim, as
described in Section 7(d) below.


 


This written
notice will be given to the applicant within ninety (90) days after the Plan
Administrator receives the application, unless special circumstances require an
extension of time, in which case, the Plan Administrator has up to an additional
ninety (90) days for processing the application.  If an extension of time for processing is required, written
notice of the extension will be furnished to the applicant before the end of
the initial ninety (90) day period.


 


This notice of
extension will describe the special circumstances necessitating the additional
time and the date by which the Plan Administrator is to render its decision on
the application.


 


(c)                                  Request
for a Review.  Any person (or that
person’s authorized representative) for whom an application for benefits is
denied, in whole or in part, may appeal the denial by submitting a request for
a review to the Plan’s Review Panel within sixty (60) days after the
application is denied.  The Review Panel
shall be comprised of two (2) or more persons to be appointed by the
Company.  A request for a review shall
be in writing and shall be addressed to:


 


Review Panel


Change in Control Employee Severance Benefit Plan


Amylin Pharmaceuticals, Inc.


9360 Towne Centre Drive


San Diego, California 92121


 


A request for
review must set forth all of the grounds on which it is based, all facts in
support of the request and any other matters that the applicant feels are
pertinent.  The applicant (or his or her
representative) shall have the opportunity to submit (or the Review Panel may
require the applicant to submit) written comments, documents, records, and
other information relating to his or her claim.  The applicant (or his or her representative) shall be provided,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant to his or her claim.  The review shall take into account all
comments, documents, records and other information submitted by the applicant
(or his or her representative) relating to the claim, without regard to


 


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whether such information
was submitted or considered in the initial benefit determination.


 


(d)                                  Decision
on Review.  The Review Panel will
act on each request for review within sixty (60) days after receipt of the
request, unless special circumstances require an extension of time (not to
exceed an additional sixty (60) days), for processing the request for a
review.  If an extension for review is
required, written notice of the extension will be furnished to the applicant
within the initial sixty (60) day period. 
This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator
is to render its decision on the review. 
The Review Panel will give prompt, written or electronic notice of its
decision to the applicant. Any electronic notice will comply with the
regulations of the U.S. Department of Labor. 
In the event that the Review Panel confirms the denial of the
application for benefits in whole or in part, the notice will set forth, in a
manner calculated to be understood by the applicant, the following:


 


(i)                                    the
specific reason or reasons for the denial;


 


(ii)                                references
to the specific Plan provisions upon which the denial is based;


 


(iii)                            a
statement that the applicant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to his or her claim; and


 


(iv)                               a
statement of the applicant’s right to bring a civil action under
section 502(a) of ERISA.


 


(e)                                  Rules
and Procedures.  The Plan
Administrator and/or the Review Panel may establish rules and procedures,
consistent with the Plan and with ERISA, as necessary and appropriate in
carrying out its responsibilities in reviewing benefit claims.  The Review Panel may require an applicant
who wishes to submit additional information in connection with an appeal from the
denial of benefits to do so at the applicant’s own expense.


 


(f)                                    Exhaustion
of Remedies.  No legal action for
benefits under the Plan may be brought until the claimant (i) has submitted a
written application for benefits in accordance with the procedures described by
Section 7(a) above, (ii) has been notified by the Plan Administrator that
the application is denied, (iii) has filed a written request for a review of
the application in accordance with the appeal procedure described in
Section 7(c) above, and (iv) has been notified in writing that the Plan
Administrator has denied the appeal. 
Notwithstanding the foregoing, if the Plan Administrator and/or Review
Panel, as the case may be, does not respond to a Participant’s claim or appeal
within the relevant time limits specified in this Section 7, the
Participant may bring legal action for benefits under the Plan pursuant to
Section 502(a) of ERISA.”


 


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4.                                      Section 10
of the Plan is hereby amended and restated in its entirety to be as follows:


 


“The Company reserves the right to amend or terminate
this Plan at any time; provided, however,
that this Plan may not be amended or terminated within 90 days prior to or at
any time following the occurrence of a Change in Control.  In the event that the Company has not
terminated this Plan prior to December 31, 2003, this Plan shall
thereafter remain in effect for successive two-year periods beginning
January 1, 2004 until the Board elects that the then-current two-year
period shall be the final effective period for this Plan by a duly adopted
resolution effected at least 90 days prior to the expiration of that two-year
period; provided,
however, that no such election shall be given any effect in the
event that a Change in Control has occurred or occurs prior to the expiration
of that two-year period.”


 


5.                                      The
sentence following the caption “Agent for the Service of Legal Process” in
Section 14 of the Plan is hereby amended and restated to be as follows:


 


“The Plan’s agent for service of legal process
is:  General Counsel, Amylin
Pharmaceuticals, Inc., 9360 Towne Centre Drive, San Diego, CA 92121.”


 


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