**Exhibit 10.4**

** **

**CONSULTINGAGREEMENT**

 

                The followingcontains all the items of an at-will consulting agreement between **AMYLIN PHARMACEUTICALS, INC.**, a Delaware corporation (the “Company”),located at 9360 Towne Centre Drive, San Diego, California 92121, and AlainBaron****(“Consultant”), an individual located at 12863 Baywind Point, SanDiego, CA 92130, effective as of June 1, 2008 (the “Effective Date”).

 

                The nature ofthe services Consultant will provide as a consultant to the Company, the amountof time committed and Consultant’s compensation are set forth in Exhibit Ahereto.  In rendering such services tothe Company, Consultant shall act as an independent contractor and not as anemployee of the Company and shall be free to dispose of such portion of Consultant’sentire time, energy and skill as Consultant has not agreed to devote to theCompany.  The Company or Consultant mayterminate this Agreement at any time, with or without cause.

 

                Consultantunderstands that as part of the consideration for his retention as a consultantby the Company, he has not brought and will not bring with him to the Companyor use in the performance of his responsibilities at the Company any equipment,supplies, facility, or trade secret information of any current or former employerwhich are not generally available to the public, unless Consultant has obtainedwritten authorization for their possession and use.  Consultant also understands that, in hisretention as a consultant with the Company, Consultant is not to breach any obligationof confidentiality that he has to any third party, and Consultant agrees thathe shall fulfill all such obligations during his retention as consultant withthe Company.

 

                Consultant understands that the Company possesses andwill continue to possess information that has been created, discovered ordeveloped by the Company (or that has otherwise become known to the Company)which has commercial value to the Company. This information includes, but is not limited to, (a) informationcreated, discovered, developed, or made known by Consultant or to Consultantarising out of or in connection with his retention as a consultant by theCompany, and (b) information in which property rights have been assignedor otherwise conveyed to the Company. All of the aforementioned information is hereinafter called “ProprietaryInformation.”  By way of illustration,but not limitation, Proprietary Information includes trade secrets, processes,formulae, data and know-how, improvements, inventions, techniques, strategies,and forecasts.

 

                Inconsideration of his retention as a consultant to the Company, and thecompensation received by him from the Company from time to time, Consultanthereby agrees as follows:

 

                1.             All Proprietary Information shallbe the sole property of the Company and its assigns, and the Company and itsassigns shall be the sole owner of all patents and other rights in connectiontherewith.  Consultant hereby assigns tothe Company any rights he may have or acquire in all Proprietary Information.  At all times during his retention as aconsultant by the Company and at all times after termination of such retentionas a consultant, Consultant will keep in confidence and trust all ProprietaryInformation, and will not use or disclose any Proprietary Information oranything relating to it without the express written consent of the Company,except as may be necessary in the ordinary course of performing his duties as aconsultant of the Company.

 

1

----

 

**                2.             Consultant agrees that during theperiod that he is retained as a consultant to the Company, he will not, withoutthe Company’s express written consent, engage in any employment or activity(whether as a consultant, advisor or otherwise) in any business competitivewith the Company.**

** **

                3.             All documents, data, records,apparatuses, equipment and other physical property, whether or not pertainingto Proprietary Information, furnished to Consultant by the Company or producedby Consultant or others in connection with his retention as a consultant shallbe and remain the sole property of the Company and shall be returned promptlyto the Company as and when requested by the Company.  Should the Company not so request, Consultantshall return and deliver all such property upon termination of his retention asa consultant by himself or by the Company for any reason, and Consultant willnot take with him any such property or any reproduction of such property uponsuch termination.

 

**                4.             Consultant agrees that for a periodof one (1) year following termination of his retention as a consultantwith the Company, he will not solicit or in any manner encourage employees ofthe Company to leave its employ.**

** **

                5.             Consultant will promptly discloseto the Company, or any persons designated by it, all improvements, inventions,discoveries, ideas, formulae, processes, techniques, know-how and data, whetheror not patentable, made or conceived or reduced to practice or learned byConsultant, either alone or jointly with others, during the period of hisretention as a consultant which (a) are within the scope of the consultingservices to be provided by Consultant under this Agreement and are related toor useful in the business of the Company, or (b) result from tasksassigned Consultant by the Company, or (c) are funded by the Company, or (d) resultfrom use of premises owned, leased or contracted for by the Company (all saidimprovements, inventions, discoveries, ideas, formulae, processes, techniques,know-how and data shall be collectively hereinafter called “Inventions”).  Such disclosure shall continue for one (1) yearafter termination of this Agreement with respect to anything that would be anInvention if made, conceived, reduced to practice or learned during the termhereof.  Consultant agrees that allInventions shall be the sole property of the Company and its assigns, and theCompany and its assigns shall be the sole owner of all patents and other rightsin connection therewith.  Consultanthereby assigns to the Company any rights he may have or acquire in allInventions.  Consultant further agrees asto all Inventions to assist the Company in every proper way (but at the Company’sexpense) to obtain and from time to time enforce patents on the Inventions inany and all countries.

 

                6.             Consultant represents that hisperformance of all the terms of this Agreement and that his retention as aconsultant by the Company does not and will not breach any agreement to keep inconfidence proprietary information acquired by Consultant in confidence or intrust prior to his retention as a consultant by the Company. Consultant has notentered into, and Consultant agrees he will not enter into, any agreementeither written or oral in conflict herewith.

 

2

----

 

                7.             Consultantshall perform the services in accordance with all applicable laws, rules andregulations and represents and warrants that he has never been (i) debarredor convicted of a crime for which a person can be debarred, under Section 306(a) or306(b) of the Generic Drug Enforcement Act of 1992 or (ii) threatenedto be debarred or indicted for a crime or otherwise engaged in conduct forwhich a person can be debarred, under Section 306(a) or (b).  Consultant agrees that he will promptlynotify the Company in the event of any such debarment, conviction, threat orindictment.

 

                8.             Consultantagrees that all writings, reports, drawings, photographs, engineering drawings,sketches, models, sound recordings, software, audio visual recordings and othercreative works prepared by Consultant pursuant to this Agreement will be deemedto have been prepared for the Company and will be considered as works made forhire and all rights and the copyrights therefore will be owned by the Company.  Consultant hereby assigns to the Company allrights, titles and interests in and to said copyrights in the United States andelsewhere, including registration and publication rights, rights to createderivative works and all other rights which are incident to copyrightownership.  In the event any court holdssuch creative works not to be works for hire, Consultant will assign suchcreative works to the Company, at its request, in consideration for thecompensation paid to the Consultant hereunder.

 

                9.             Consultantagrees that in addition to any other rights and remedies available to theCompany for any breach by Consultant of his obligations hereunder, the Companyshall be entitled to enforcement of Consultant’s obligations hereunder by courtinjunction.

 

                10.           Ifany provision of this Agreement shall be declared invalid, illegal orunenforceable, such provision shall be severed and all remaining provisionsshall continue in full force and effect.

 

                11.           ThisAgreement shall be effective as of the Effective Date, and unless earlierterminated as provided hereunder, shall continue until May 31, 2009, whenit shall automatically expire.

 

                12.           The term Company, as used herein,shall include any subsidiary or affiliate of Amylin Pharmaceuticals, Inc.

 

                13.           Consultantshall not have the right to assign, by operation of law or otherwise, orsubcontract any or all of the Services under this Agreement to any third party,without Company’s prior written consent. This Agreement shall be binding uponConsultant, his heirs, executors, assigns and administrators and shall inure tothe benefit of the Company, its successors and assigns.

 

                14.           ThisAgreement, including any Exhibits attached hereto, represent the entireAgreement between the parties with respect to the subject matter hereof.  The terms and conditions contained in anydocuments utilized by either party in connection with this Agreement(including, without limitation, any purchase order) at variance with or inaddition to those set forth herein, will be of no force and effect with respectto the transactions contemplated under this Agreement.

 

3

----

 

                15.           This Agreement shall be governed byand construed in accordance with the laws of the State of California (exceptits choice of law rules), and the parties to this Agreement hereby submit tothe jurisdiction and venue of the California courts, both state and federal.

 

                16.           ThisAgreement may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameinstrument.  This Agreement may beexecuted and delivered by facsimile and upon such delivery the facsimilesignature will be deemed to have the same effect as if the original signaturehad been delivered to the other party.

 

 
| AGREED AND ACCEPTED: | AGREED AND ACCEPTED:                  |
|----------------------|---------------------------------------|
|                 |                                  |
| ** **           | **Amylin Pharmaceuticals, Inc.** |
|                 |                                  |
|                 |                                  |
| /s/ Alain Baron      |                                  | /s/ Lloyd Rowland |
| Alain Baron          | Lloyd Rowland                         |
|                 | VP, Governance and Compliance,        |
|                 | and Secretary                         |
|                      |                                       |  |

 

4

----

** **

**EXHIBIT A**

 
| Nature of Consulting: |   | Consultant shall consult with and provide to the Company, as may be  requested by the Company during the term of this Agreement, the following  consulting services: Periodic consultation on projects. Any activity of  Consultant with respect to such subject matter shall be deemed to be in  connection with his consulting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Compensation:         |   | In consideration of the maintenance by Consultant of the terms and  conditions of this Agreement, including consultation with and provision of  services to the Company in the aforementioned subject matter, Consultant  shall be paid at an hourly rate of $425.00/hour.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                  |   | In addition, Company shall reimburse Consultant for the reasonable  expenses incurred by Consultant related to the consulting services, provided  that such expenses are pre-approved by Company and documented by receipts.  Consultant shall submit invoices on a monthly basis (in order of Amylin  preference) to (i) by email to accounts.payable@amylin.com, (ii) by  fax to 858-334-1186, or (iii) by mail to Accounts Payable Department,  Amylin Pharmaceuticals, Inc., 9360 Towne Centre Drive, San Diego,  California 92121 (or to such other address as may be designated by AMYLIN),  and such invoice(s) shall be paid by Company within thirty (30) days of  Company’s receipt of the invoice. Company will, in accordance with its  policy, issue a purchase order for the services hereunder with a purchase  order number that shall be referenced by Consultant in each invoice. |

 

5

----