**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 CompanyLilly 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 ourunderstanding with respect to certain amendments to the Collaboration Agreementand the co-location of certain Lilly personnel at Amylin’s facilities infurtherance of Amylin’s and Lilly’s efforts under the Collaboration Agreementto operate efficiently and effectively. Capitalized terms used but not defined herein have the meanings given tothem in the collaboration Agreement.

 

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

 

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

 

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

 

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If this letter correctlyreflects our agreement as to the foregoing matters, please sign in the spaceprovided 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 forceand 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              |                                               |

 

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|  |   | **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 HumanResources Principles shall address, without limitation, the following needs, aswell as addressing other operating and human resource matters as the partiesdeem 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. |

 

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