**EXHIBIT 10.2**

 

*****Text Omitted and Filed Separately with the Securities andExchange**

**Commission. Confidential Treatment Requested Under**

**17 C.F.R. Sections 200.80(b)(4) and 240.24b-2**

 

[Amylin Letterhead]

 

January 8,2010

 

MallinckrodtInc

675McDonnell Blvd.

St.Louis, Missouri 63134

Attn:  Tom Palmer

 

Re:                                    Exenatide ManufacturingAgreement between Amylin Pharmaceuticals, Inc. (“Amylin”) and MallinckrodtInc. (“Mallinckrodt”) effective October 1, 2003, as amended (the “Agreement”)

 

DearTom:

 

Thisletter will serve as confirmation of the agreement between Amylin andMallinckrodt that notwithstanding anything to the contrary in the Agreement,including, without limitation, Section 2.3, Amylin shall be obligated topurchase from Mallinckrodt (except to the extent Mallinckrodt does not accept aPurchase Order pursuant to Paragraph 2.2 of the Agreement) only the amounts setforth in the forecast attached hereto as Exhibit A during the sixthContract Year (calendar year 2009) and the seventh Contract Year (calendar year2010).  As a consequence of theimmediately preceding sentence, and notwithstanding Section 2.3 of theAgreement, Amylin will be required to purchase [***] ([***]) kilograms ofProduct during the eighth Contract Year (calendar year 2011), it being theunderstanding of Amylin and Mallinckrodt that the intent of the amendments tothe Agreement contemplated by this paragraph is only to alter the timing ofAmylin’s purchases and not the total volume of Product that Amylin is requiredto purchase during the sixth, seventh and eighth Contract Years (calendar years2009, 2010 and 2011, respectively).

 

Inaddition, Amylin and Mallinckrodt agree that notwithstanding anything to thecontrary set forth in the Agreement, including, without limitation Section 2.4,the price per gram for Product purchased in the sixth Contract Year (calendaryear 2009) and seventh Contract Year (calendar year 2010) will be $ [***].

 

Exceptas expressly set forth above, the terms and conditions of the Agreement willcontinue in full force and effect in accordance with its terms.  The terms and conditions of this amendmentletter will be incorporated into and made a part of the Agreement effective asof January 1, 2009.  Defined termsused herein, if not otherwise defined, shall have the meanings ascribed to themin the Agreement.

 

***** Confidential TreatmentRequested**

 

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*****Text Omitted and Filed Separately with the Securities andExchange**

**Commission. Confidential Treatment Requested Under**

**17 C.F.R. Sections 200.80(b)(4) and 240.24b-2**

 

Ifyou agree to the above, please have an authorized representative ofMallinckrodt execute both copies of this letter where indicated below andreturn one fully executed original to the attention of Marie Berry at theaddress set forth above.

 
|   | Sincerely,                       |
|--------|----------------------------------|
|   |                             |
|   | **AMYLIN PHARMACEUTICALS, INC.** |
|   |                             |
|   | By:                              | /s/  David Banks |
|   | Name:                            | David  Banks |
|   | Title:                           | VP,  Manufacturing |

 

Acknowledgedand agreed:

 

**MALLINCKRODTINC., a Covidien company**

 
| By:    | /s/  Erik Evans               |   |
|--------|-------------------------------|--------|
| Name:  | Erik  Evans                   |   |
| Title: | VP  and General Manager, APIs |   |

 

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*****Text Omitted and Filed Separately with the Securities andExchange**

**Commission. Confidential Treatment Requested Under**

**17 C.F.R. Sections 200.80(b)(4) and 240.24b-2**

 

**EXHIBIT A**

 

**[Forecast Attached]**

 

***** Confidential TreatmentRequested**

 

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*****Text Omitted and Filed Separately with the Securities andExchange**

**Commission. Confidential Treatment Requested Under**

**17 C.F.R. Sections 200.80(b)(4) and 240.24b-2**

 

**EXENATIDE DRUG SUBSTANCE**

 

**[***]**

 

***** Confidential TreatmentRequested**

 

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