**Exhibit 10.1**

 
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April 09, 2009

 

Eli Lilly and Company

Lilly 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”)** |
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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. specificfinance/accounting support, managed care contracting, etc.) as mutuallydetermined and agreed by the Alliance Steering Committee shall be reimbursed inaccordance with each Party’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 theProduct similar to the procedures specified in Section 1.48 of theCollaboration Agreement.  Such internalcosts shall be reimbursed in accordance with each Party’s standard costaccounting procedures.  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, withoutlimitation the 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                            |   |   |
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| **Mark J. Gergen**                            |   |
| Senior Vice President,  Corporate Development |   |

 

Acknowledged and Agreed:

 

***EliLilly and Company***

 

| By:                                                      | /s/ Bryce D. Carmine |   |   |
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| Name: Bryce D. Carmine                                   |                 |   |
| Title: Executive V.P.  Global Marketing & Sales |                 |   |
|                                                     |                 |   |

Date Signed:  April 9, 2009

 

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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 berequired to sign a confidentiality agreement reasonably acceptable to Amylinand Lilly to cover the potential inadvertent exposure to Amylin confidentialinformation not related to the Alliance.

 

·                  Amylin may restrict access of Co-located LillyEmployees to information and facilities not related to exenatide or notnecessary to fulfill their obligations to the Alliance.

 

·                  Each party shall be responsible for severance costsfor their displaced employees, if any.

 

·                  Co-located Lilly Employees shall remain Lillyemployees and not be deemed to be employees of Amylin.  Similarly, those Amylin employees co-locatedwith the Co-located Lilly Employees shall remain Amylin employees and not bedeemed to be employees of Lilly.

 

·                  Amylin shall not incur any liability for any act orfailure to act of any Co-located Lilly Employee.  Lilly shall not incur any liability for anyact or failure to act of any Amylin employee. Lilly shall indemnify and defendAmylin against any claim brought by or on behalf of a Co-located Lilly Employeeto the extent caused by any negligent act or omission by Lilly.  Amylin shall indemnify and defend Lillyagainst any claim brought by or on behalf of an Amylin employee to the extentcaused by any negligent act or omission of Amylin.

 

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