**Exhibit 10.2**

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**AMYLINPHARMACEUTICALS, INC.2003 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN**

**STOCK OPTIONAGREEMENT(NONSTATUTORY STOCK OPTION)**

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Pursuant to your Stock OptionGrant Notice (“Grant Notice”) and this Stock Option Agreement, AmylinPharmaceuticals, Inc. (the “Company”) has granted you an option pursuantto the Company’s 2003 Non-Employee Directors’ Stock Option Plan (the “Plan”) topurchase the number of shares of the Company’s Common Stock indicated in yourGrant Notice at the exercise price indicated in your Grant Notice.  Options granted under the Plan are issuedunder the Company’s 2001 Equity Incentive Plan or any successor equityincentive plan thereto (the “Incentive Plan”), and any shares of the Company’sCommon Stock issued upon exercise of your option will be issued out of sharesreserved for issuance under the Incentive Plan. Defined terms not explicitly defined in this Stock Option Agreement butdefined in the Incentive Plan shall have the same definitions as in theIncentive Plan except to the extent otherwise defined in the Plan.

 

The details of your option areas follows:

 

**1.             VESTING. **Subject to the limitations contained herein, youroption will vest as set forth in the Plan, provided that vesting will ceaseupon the termination of your Continuous Service.

 

**2.             NUMBER OF SHARES AND EXERCISEPRICE. **The number of shares of Common Stock subject to youroption and your exercise price per share referenced in your Grant Notice may beadjusted from time to time for capitalization adjustments, as provided in thePlan.

 

**3.             METHOD OF PAYMENT. **Payment of the exercise price is due in full uponexercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by checkor in any other manner permitted by your Grant Notice, which may include one ormore of the following:

 

**(a)          **In the Company’s sole discretion at the time youroption is exercised and provided that at the time of exercise the Common Stockis publicly traded and quoted regularly in The Wall Street Journal, pursuant toa program developed under Regulation T as promulgated by the Federal ReserveBoard that, prior to the issuance of Common Stock, results in either thereceipt of cash (or check) by the Company or the receipt of irrevocableinstructions to pay the aggregate exercise price to the Company from the salesproceeds.

 

**(b)          **Provided that at the time of exercise the Common Stockis publicly traded and quoted regularly in The Wall Street Journal, by deliveryof already-owned shares of Common Stock either that you have held for theperiod required to avoid a charge to the Company’s reported earnings (generallysix months) or that you did not acquire, directly or indirectly from theCompany, that are owned free and clear of any liens, claims, encumbrances orsecurity interests, and that are valued at Fair Market Value on the date ofexercise.  “Delivery”

 

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for these purposes, inthe sole discretion of the Company at the time you exercise your option, shallinclude delivery to the Company of your attestation of ownership of such sharesof Common Stock in a form approved by the Company.  Notwithstanding the foregoing, you may notexercise your option by tender to the Company of Common Stock to the extentsuch tender would violate the provisions of any law, regulation or agreementrestricting the redemption of the Company’s stock.

 

**(c)          **Pursuant to the following deferred paymentalternative:

 

**(i)           **Not less than one hundred percent (100%) of theaggregate exercise price, plus accrued interest, shall be due (i) on thedate designated by the Company in its sole and absolute discretion but not toexceed four (4) years from date of exercise, or (ii) at the Company’selection, upon termination of your Continuous Service.

 

**(ii)          **Interest shall be compounded at least annually andshall be charged at the market rate of interest necessary to avoid a charge toearnings for financial accounting purposes.

 

**(iii)        **At any time that the Company is incorporated inDelaware, payment of the Common Stock’s “par value,” as defined in the DelawareGeneral Corporation Law, shall be made in cash and not by deferred payment.

 

**(iv)         **In order to elect the deferred payment alternative,you must, as a part of your written notice of exercise, give notice of theelection of this payment alternative and, in order to secure the payment of thedeferred exercise price to the Company hereunder, if the Company so requests,you must tender to the Company a promissory note and a security agreement coveringthe purchased shares of Common Stock, both in form and substance satisfactoryto the Company, or such other or additional documentation as the Company mayrequest.

 

**4.             WHOLE SHARES. **You may exercise your option only for whole shares ofCommon Stock.

 

**5.             SECURITIES LAW COMPLIANCE. **Notwithstanding anything to the contrary containedherein, you may not exercise your option unless the shares of Common Stockissuable upon such exercise are then registered under the Securities Act or, ifsuch shares of Common Stock are not then so registered, the Company hasdetermined that such exercise and issuance would be exempt from theregistration requirements of the Securities Act.  The exercise of your option must also complywith other applicable laws and regulations governing your option, and you maynot exercise your option if the Company determines that such exercise would notbe in material compliance with such laws and regulations.

 

**6.             TERM. **You may not exercise your option before thecommencement of its term or after its term expires.  The term of your option commences on the Dateof Grant and expires upon the earliest of the following:

 

**(a)          **three (3) months after the termination of yourContinuous Service for any reason other than your Disability or death, providedthat if during any part of such three (3)

 

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month period your optionis not exercisable solely because of the condition set forth in the precedingparagraph relating to “Securities Law Compliance,” your option shall not expireuntil the earlier of the Expiration Date or until it shall have beenexercisable for an aggregate period of three (3) months after thetermination of your Continuous Service;

 

**(b)          **twelve (12) months after the termination of yourContinuous Service due to your Disability;

 

**(c)          **twelve (12) months after your death if you die eitherduring your Continuous Service or within three (3) months after yourContinuous Service terminates;

 

**(d)          **the Expiration Date indicated in your Grant Notice; or

 

**(e)          **the day before the seventh (7th) anniversary of theDate of Grant.

 

**7.             EXERCISE.**

 

**(a)          **You may exercise the vested portion of your optionduring its term by delivering a Notice of Exercise (in a form designated by theCompany) together with the exercise price to the Secretary of the Company, orto such other person as the Company may designate, during regular businesshours, together with such additional documents as the Company may then require.

 

**(b)          **By exercising your option you agree that, as acondition to any exercise of your option, the Company may require you to enterinto an arrangement providing for the payment by you to the Company of any taxwithholding obligation of the Company arising by reason of (1) theexercise of your option, (2) the lapse of any substantial risk offorfeiture to which the shares of Common Stock are subject at the time ofexercise, or (3) the disposition of shares of Common Stock acquired uponsuch exercise.

 

**8.             TRANSFERABILITY. **Your option is not transferable, except by will or bythe laws of descent and distribution, and is exercisable during your life onlyby you.  Notwithstanding the foregoing,by delivering written notice to the Company, in a form satisfactory to the Company,you may designate a third party who, in the event of your death, shallthereafter be entitled to exercise your option.

 

**9.             OPTION NOT A SERVICE CONTRACT. **Your option is not a service contract, and nothing inyour option shall be deemed to create in any way whatsoever any obligation onyour part to continue in the service of the Company as a Director, or of theCompany to continue your service as a Director. Nothing in your option shall obligate the Company or an Affiliate, theirrespective stockholders, Boards of Directors, Officers or Employees to continueyour relationship with the Company as a Director.

 

**10.          WITHHOLDING OBLIGATIONS.**

 

**(a)          **At the time you exercise your option, in whole or inpart, or at any time thereafter as requested by the Company, you herebyauthorize withholding from payroll and any other amounts payable to you, andotherwise agree to make adequate provision for (including by

 

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means of a “cashlessexercise” pursuant to a program developed under Regulation T as promulgated bythe Federal Reserve Board to the extent permitted by the Company), any sumsrequired to satisfy the federal, state, local and foreign tax withholdingobligations of the Company or an Affiliate, if any, which arise in connectionwith your option.

 

**(b)          **Upon your request and subject to approval by theCompany, in its sole discretion, and compliance with any applicable conditionsor restrictions of law, the Company may withhold from fully vested shares ofCommon Stock otherwise issuable to you upon the exercise of your option anumber of whole shares of Common Stock having a Fair Market Value, determinedby the Company as of the date of exercise, not in excess of the minimum amountof tax required to be withheld by law. If the date of determination of any tax withholding obligation isdeferred to a date later than the date of exercise of your option, sharewithholding pursuant to the preceding sentence shall not be permitted unlessyou make a proper and timely election under Section 83(b) of theCode, covering the aggregate number of shares of Common Stock acquired uponsuch exercise with respect to which such determination is otherwise deferred,to accelerate the determination of such tax withholding obligation to the dateof exercise of your option.  Notwithstandingthe filing of such election, shares of Common Stock shall be withheld solelyfrom fully vested shares of Common Stock determined as of the date of exerciseof your option that are otherwise issuable to you upon such exercise.  Any adverse consequences to you arising inconnection with such share withholding procedure shall be your soleresponsibility.

 

**(c)          **You may not exercise your option unless the taxwithholding obligations of the Company and/or any Affiliate are satisfied.  Accordingly, you may not be able to exerciseyour option when desired even though your option is vested, and the Companyshall have no obligation to issue a certificate for such shares of Common Stockor release such shares of Common Stock from any escrow.

 

**11.          NOTICES. **Any notices provided for in your option or the Planshall be given in writing and shall be deemed effectively given upon receiptor, in the case of notices delivered by mail by the Company to you, five (5) daysafter deposit in the United States mail, postage prepaid, addressed to you atthe last address you provided to the Company.

 

**12.          GOVERNING PLAN DOCUMENT. **Your option is subject to all the provisions of theIncentive Plan except to the extent otherwise provided for in the Plan, therespective provisions of which are hereby made a part of your option, and isfurther subject to all interpretations, amendments, rules and regulationswhich may from time to time be promulgated and adopted pursuant to theIncentive Plan except to the extent otherwise provided for in the Plan or anyamendments, rules and regulations which may from time to time bepromulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option andthose of the Incentive Plan or the Plan, as applicable, the provisions of theIncentive Plan or the Plan shall control, as the case may be.

 

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