**Exhibit10.1**

**EMPLOYMENTAGREEMENT**

**THISEMPLOYMENT AGREEMENT** (the ***“Agreement”***) is made and entered intoeffective as of March 7, 2007 (the ***“Effective Date”***), by and between **Amylin Pharmaceuticals, Inc.**,a Delaware corporation (the ***“Company”***), and **Daniel M. Bradbury** (the ***“Executive”***).  The Company and the Executive are hereinaftercollectively referred to as the ***“Parties”*** and individually referred to as a ***“Party”***.

The Company desires to retain the Executive’sexperience, skills, abilities, background and knowledge and is therefore willingto engage the Executive’s services on the terms and conditions set forth inthis Agreement.

The Executive desires to be in the employ of theCompany and is willing to accept such employment on the terms and conditionsset forth in this Agreement.

The Company and the Executive are parties to thatcertain Employment Succession Agreement dated June 1, 2006 (the ***“Prior Agreement”***) and desire toamend and restate the Prior Agreement in its entirety.

**Agreement**

In consideration of the foregoing recitals and themutual promises and covenants herein contained and for other good and valuableconsideration the Parties, intending to be legally bound, agree as follows:

**1.****                             Employment.**

**1.1****                               Title.**  TheExecutive shall have the title of Chief Executive Officer and President of theCompany and shall serve in such other capacity or capacities as the Board ofDirectors of the Company (the ***“Board”***) may from time to time prescribe.  TheExecutive shall also serve as a member of the Board subject to the terms ofthis Agreement.

**1.2****                               Duties.**  The Executive shall do and perform allservices, acts or things necessary or advisable to manage and conduct thebusiness of the Company and which are normally associated with the position ofChief Executive Officer and President, consistent with the bylaws of theCompany and as required by the Board.

**1.3****                               Location.**  Unless the Parties otherwise agree inwriting, the Executive shall perform services pursuant to this Agreement at theCompany’s offices located in San Diego, California; *provided, however,* that the Company may from time to timerequire the Executive to travel temporarily to other locations in connectionwith the Company’s business.

**2.****                             Loyal And Conscientious Performance; Noncompetition.**

**2.1****                               Loyalty.**  During the Executive’s employment by theCompany the Executive shall devote the Executive’s full business energies,interest, abilities and productive time to the proper and efficient performanceof the Executive’s duties under this Agreement.

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**2.2****                               Non-competition.**  Except with the prior written consent of theBoard, the Executive will not, while employed by the Company, or during anyperiod during which Executive is receiving compensation or any otherconsideration from the Company, including, but not limited to, benefitsprovided pursuant to the benefit plans described in Section 3.6 herein,engage in competition with the Company and/or any of its affiliates,subsidiaries, or joint ventures currently existing or which shall beestablished during Executive’s employment by the Company (collectively, ***“Affiliates”***) eitherdirectly or indirectly, in any manner or capacity, as adviser, principal,agent, affiliate, promoter, partner, officer, director, employee, stockholder,owner, co-owner, consultant, or member of any association or otherwise, in anyphase of the business of developing, manufacturing and marketing of products orservices which are in the same field of use or which otherwise compete with theproducts or services or proposed products or services of the Company and/or anyof its Affiliates.

**2.3****                               Agreement not to Participate in Company’sCompetitors.**  During hisemployment by the Company, the Executive agrees not to acquire, assume orparticipate in, directly or indirectly, any position, investment or interestknown by the Executive to be adverse or antagonistic to the Company, itsbusiness or prospects, financial or otherwise or in any company, person orentity that is, directly or indirectly, in competition with the business of theCompany or any of its Affiliates. Ownership by the Executive, as a passive investment, of less than 2% ofthe outstanding shares of capital stock of any corporation with one or moreclasses of its capital stock listed on a national securities exchange orpublicly traded on the Nasdaq Stock Market or in the over-the-countermarket shall not constitute a breach of this Section.

**3.****                             Compensation.**

**3.1****                               Base Salary.**  Effective immediately, the Company shall paythe Executive a base salary of $575,000.00 per year, payable in regular periodicpayments in accordance with Company policy. Such base salary shall be prorated for any partial year of employment onthe basis of a 365-day fiscal year.  TheCompensation Committee of the Board (the ***“Compensation Committee”***)will review the Executive’s salary on an annual basis and determine, in itsexclusive discretion, whether other changes are appropriate.

**3.2****                               Discretionary Bonus.**  In addition to the Executive’s base salary,the Executive will be eligible to receive bonuses pursuant to the Company’sExecutive Cash Bonus Plans as they may be established and in effect from timeto time.  The Executive’s bonus targetfor 2007 will be 100% of base salary.

**3.3****                               Stock Option.**  In connection with and upon the Executive’sassumption of the additional duties prescribed by this Agreement, the Executiveshall be granted an option to purchase 450,000 shares of the Company’s stock(the ***“Option”***).  The Option shall be an incentive stock optionto the extent permitted by applicable tax laws and shall be governed by theterms of the Company’s 2001 Equity Incentive Plan and related Option GrantNotice (the ***“Plan”***).  The Option shall vest over 4 years so long asthe Executive remains employed by the Company, with 25% vesting on the firstanniversary of this Agreement and the balance vesting 1/48th onthe final day of each month thereafter during the following 3 year period.

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**3.4****                               Periodic Option Grants.**  The Executive shall be eligible to receivestock option grants periodically based upon corporate performance, as determinedby the Board in its exclusive discretion.

**3.5****                               Employment Taxes.**  All of the Executive’s compensation shall besubject to customary withholding taxes and any other employment taxes as arecommonly required to be collected or withheld by the Company.

**3.6****                               Benefits.**  The Executive shall, in accordance withCompany policy and the terms of the applicable plan documents, be eligible toparticipate in benefits under any executive benefit plan or arrangement whichmay be in effect from time to time and made available to the Company’sexecutive or key management employees, including but not limited to:  the Company’s Change in Control EmployeeSeverance Benefit Plan, Deferred Compensation Plan, 401K Savings Plan, EmployeeStock Purchase Plan, group health insurance, disability insurance, lifeinsurance, and paid personal leave.

**4.****                             Term.**

**4.1****                               At-Will Employment.**  The Executive shall be employed at will.  Either the Executive or the Company mayterminate this Agreement and the employment relationship at any time, with orwithout notice, for any reason or no reason. Upon the termination of the Executive’s employment the Executive agreesto immediately resign from the Board.

**4.2****                               Terminationby the Company Without Cause or Resignation by the Executive for Good Reason**.

**(a)****                           **Ifthe Executive is terminated by the Company without Cause (as defined below) orresigns for Good Reason (as defined below), then the Company shall pay theExecutive his base salary and accrued and unused vacation benefits earned inaccordance with Company policies through the date of such termination orresignation at the rate in effect at the time thereof.  In addition, upon the Executive’s delivery tothe Company of an effective Release and Waiver in the form attached hereto as **Exhibit A**within 21 days of such termination or resignation, the Executiveshall be entitled to the following benefits: (i) severance pay in the form of a one-time lump sum payment (the ***“Severance Pay”***) equal to thegreater of (a) 12 months of the Executive’s then current base salary plus thebonus the Executive would have earned if the Executive had been employed by theCompany from the date of such termination or resignation through the end of thefiscal year of the Company in which such termination or resignation occurs at thefull target bonus in effect at the time of such termination or resignation and(b) other such amount as may be determined by the Compensation Committee in itssole discretion, (ii) provided that the Executive makes a timely election for continuation coverageunder the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),reimbursement through the date that is 12 months following such termination orresignation of medical and dental insurance premiums applicable to continuedcoverage for the Executive under the Company’s medical and dental plans as ineffect on the date of such termination or resignation at the full beneficiaryand dependent levels then in effect and (iii) reimbursement through the datethat is 12 months following such termination or resignation of the cost of theEmployee’s continued life and disability insurance costs, to the

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extent that such coverage is reasonably similar to that ineffect at the date of such termination or resignation.

**(b)****                                 **If,at the time of termination of the Executive’s employment by the Company withoutCause or the Executive’s resignation for Good Reason, the Executive is notserving as a Boardmember and is not otherwise serving as a consultant to the Company, orif at the time of such termination or resignation the Executive is continuingto serve as a Board member or is otherwise serving as a consultant to theCompany but during the 12 month period following such termination orresignation, theExecutive ceases to serve as a Board member and is not otherwise serving as aconsultant to the Company, then, unless the Executive fails to deliverto the Company an effective Release and Waiver in the form attached hereto as **Exhibit A** within 21 days of such termination or resignation, effective as ofimmediately prior to such termination, resignation, cessation of service as aBoard member or cessation of other service as a consultant to the Company, asapplicable, and until the date that is 12 months following such termination orresignation, the Executive shall serve as a consultant to the Company pursuantto this paragraph (b) with respect to such general business matters as may bereasonably agreed to by the Executive and the Company.  Such service by the Executive as a consultantshall be performed solely in consideration of the covenants of the Company setforth in this Section 4.2 and for no additional consideration.  Any work product or inventions generated bythe Executive during such service as a Consultant shall be deemed work for hireand shall be the property of the Company.

**(c)****                              **Forpurposes of this Section 4.2:

**(A)**                          ***“Cause”*** means that, in thereasonable determination of the Company, the Executive has (i) been convictedof or pleaded guilty or *nolo contendere*to a felony or any crime involving moral turpitude or dishonesty; (ii)participated in a fraud or act of dishonesty against the Company; (iii)willfully and materially breached a Company policy; (iv) intentionally damagedthe Company’s property; (v) willfully and materially breached his ProprietaryInformation and Inventions Agreement with the Company; (vi) engaged in conductthat, in the reasonable determination of the Company, demonstrates grossunfitness to serve; or (vii) repeatedly failed to satisfactorily perform jobduties to which he previously agreed in writing.  The conduct described under clauses (iii),(vi) and (vii) above will only constitute Cause if such conduct is not curedwithin 90 days after the Executive’s receipt of written notice from the Companyor the Board specifying the particulars of the conduct that may constituteCause; and

**(B)**                          “***Good Reason”*** means the Executive voluntarily terminates his employment withthe Company within 30 days after any of the following are undertaken withoutCause and without the Executive’s express written consent:  (i) theCompany changes the Executive’s employment title such that the Executive is nolonger Chief Executive Officer of the Company; or (ii) the Company relocatesits principal executive offices to a location more than fifty (50) miles fromthe location at which the Executive was performing his duties immediately priorto such relocation (excluding in any case travel on the Company’s businessconsistent with the Executive’s duties as Chief Executive Officer of theCompany).

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**(d)****                                 **Ifthe Company determines that the Severance Pay fails to satisfy the distributionrequirement of Section 409A(a)(2)(A) of the Internal Revenue Code as a resultof Section 409A(a)(2)(B)(i) of the Internal Revenue Code, the payment of suchbenefit shall be accelerated to the minimum extent necessary so that thebenefit is not subject to the provisions of Section 409A(a)(1) of the InternalRevenue Code.  (It is the intention ofthe preceding sentence to apply the short-term deferral provisions of Section409A of the Internal Revenue Code, and the regulations and other guidancethereunder, to any such payments, and the payment schedule as revised after theapplication of the preceding sentence shall be referred to as the ***“Revised Payment Schedule.”***)  However, if there is no Revised PaymentSchedule that would avoid the application of Section 409A(a)(1) of the InternalRevenue Code, the payment of such benefits shall not be paid pursuant to aRevised Payment Schedule and instead shall be delayed to the minimum extentnecessary so that such benefits are not subject to the provisions of Section409A(a)(1) of the Internal Revenue Code. The Company may attach conditions to or adjust the amounts paid pursuantto this Section 4.2 to preserve, as closely as possible, the economicconsequences that would have applied in the absence of this Section 4.2; *provided, however,*that no such condition or adjustmentshall result in the payments being subject to Section 409A(a)(1) of theInternal Revenue Code.

**4.3****                               Terminationby Reason of Death or Complete Disability.** The Executive’s employment with the Company shall terminate effectiveupon the date of the Executive’s death or Complete Disability.  **“Complete Disability”** shall mean theExecutives’ inability to perform his duties under this Agreement because he hasbecome permanently disabled within the meaning of any policy of disabilityincome insurance covering employees of the Company then in force.  In the event the Company has no policy ofdisability income insurance covering employees of the Company in force when theExecutive becomes disabled, the term CompleteDisability shall mean the Executive’s inability to perform his dutiesunder this Agreement by reason of any incapacity, physical or mental, which theBoard, based upon medical advice or an opinion provided by a licensed physicianacceptable to the Board, determines to have incapacitated him fromsatisfactorily performing all of his usual services for the Company for aperiod of at least ninety (90) days during any twelve (12) month period(whether or not consecutive).  Based uponsuch medical advice or opinion, the determination of the Board shall be finaland binding and the date such determination is made shall be the date of such CompleteDisability for purposes of this Agreement.

**4.4****                               Terminationof Employment other than by the Company without Cause or Resignation by theExecutive for Good Reason.**  If theExecutive’s employment with the Company terminates for any reason other thantermination by the Company without Cause or resignation by the Executive forGood Reason, the Company shall pay the Executive his base salary and accruedand unused vacation benefits earned through the date of such termination or resignation atthe rate in effect at the time of such termination or resignation, and the Company shallthereafter have no further obligations to the Executive under this Agreement.

**4.5****                               Survival of Certain Provisions; Withholding.**  Section 5, and to the extent applicable,Section 2.2, shall survive the termination of this Agreement.  Any and all benefits payable to the Executiveunder this Section 4 shall be subject to customary withholding taxes and anyother employment taxes as are commonly required to be collected or withheld bythe Company.

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**5.****                             Confidential AndProprietary Information; Nonsolicitation.**

**5.1****                              ****Proprietary Information andInventions Agreement.**  As acondition of employment the Executive agrees to comply with the Company’sstandard Proprietary Information and Inventions Agreement.

**5.2****                              ****Protection of Trade Secrets.**  While employed by the Company and for oneyear thereafter, the Executive agrees that in order to protect the Company’strade secrets and confidential and proprietary information from unauthorizeduse, the Executive will not, either directly or through others, solicit orattempt to solicit any employee, consultant or independent contractor of theCompany to terminate his or her relationship with the Company in order tobecome an employee, consultant or independent contractor to or for any otherperson or business entity.

**6.****                             Assignment AndBinding Effect.**

This Agreement shall bebinding upon and inure to the benefit of the Executive and the Executive’sheirs, executors, personal representatives, assigns, administrators and legalrepresentatives.  Because of the uniqueand personal nature of the Executive’s duties under this Agreement, neitherthis Agreement nor any rights or obligations under this Agreement shall beassignable by the Executive.  ThisAgreement shall be binding upon and inure to the benefit of the Company and itssuccessors, assigns and legal representatives.

**7.****                             Choice Of Law.**

This Agreement shall beconstrued and interpreted in accordance with the internal laws of the State ofCalifornia.

**8.****                             Integration.**

This Agreement, includingthe Proprietary Information and Inventions Agreement, contains the complete,final and exclusive agreement of the Parties relating to the terms andconditions of the Executive’s employment and the termination of the Executive’semployment, and supersedes all prior and contemporaneous oral and writtenemployment agreements or arrangements between the Parties including withoutlimitation the Prior Agreement.  To theextent this Agreement conflicts with the Proprietary Information and InventionsAgreement, the Proprietary Information and Inventions Agreement controls.

**9.****                             Amendment.**

This Agreement cannot beamended or modified except by a written agreement signed by the Executive andthe Chairman of the Board.

**10.****                      Waiver.**

No term, covenant orcondition of this Agreement or any breach thereof shall be deemed waived,except with the written consent of the Party against whom the wavier isclaimed, and any waiver or any such term, covenant, condition or breach shallnot be deemed to

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be a waiver of any preceding or succeeding breach ofthe same or any other term, covenant, condition or breach.

**11.****                      Severability.**

The finding by a court ofcompetent jurisdiction of the unenforceability, invalidity or illegality of anyprovision of this Agreement shall not render any other provision of thisAgreement unenforceable, invalid or illegal. Such court shall have the authority to modify or replace the invalid orunenforceable term or provision with a valid and enforceable term or provisionwhich most accurately represents the Parties’ intention with respect to theinvalid or unenforceable term or provision.

**12.****                      Interpretation;Construction.**

The headings set forth inthis Agreement are for convenience of reference only and shall not be used ininterpreting this Agreement.  ThisAgreement has been drafted by legal counsel representing the Company, but theExecutive has been encouraged to consult with, and have consulted with, theExecutive’s own independent counsel and tax advisors with respect to the termsof this Agreement.  The Parties acknowledgethat each Party and its counsel has reviewed and revised, or had an opportunityto review and revise, this Agreement, and any rule of construction to theeffect that ambiguities are to be resolved against the drafting party shall notbe employed in the interpretation of this Agreement.

**13.****                      Representations AndWarranties.**

The Executive representsand warrants that the Executive is not restricted or prohibited, contractuallyor otherwise, from entering into and performing each of the terms and covenantscontained in this Agreement, and that the Executive’s execution and performanceof this Agreement will not violate or breach any other agreements between theExecutive and any other person or entity.

**14.****                      Counterparts.**

This Agreement may beexecuted in two counterparts, each of which shall be deemed an original, all ofwhich together shall contribute one and the same instrument.

**15.****                      Litigation Costs.**

Shouldany claim be commenced between the Parties or their personal representativesconcerning any provision of this Agreement or the rights and duties of anyperson in relation to this Agreement, the Party prevailing in such action shallbe entitled, in addition to such other relief as may be granted, to areasonable sum as and for that Party’s attorney’s fees in such action.

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**In Witness Whereof**, the Parties haveexecuted this Agreement as of the date first above written.

 
| ** ** |          | **AMYLIN PHARMACEUTICALS, INC.** |
|------------|---------------|----------------------------------|
| ** ** |          |                             |
| ** ** |          |                             |
| Dated:     | March 7, 2007 |                             |   | By: |   /s/ Joseph  C. Cook, Jr. |   |
|       |          |                             |   |   | Joseph C. Cook, Jr. |
| * *   | * *      | * *                         |   | * * | *Chairman of the Board* |
| * *   | * *      | * *                         |   | * * | * * |
| * *   | * *      | * *                         |   | * * | * * |
| Dated:     | March 7, 2007 |                             |   | By: |   /s/ Daniel  M. Bradbury |   |
|       |          |                             | Daniel M. Bradbury |

 

[SIGNATURE PAGE TOEMPLOYMENT AGREEMENT]

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**EXHIBIT A**

**RELEASEAND WAIVER OF CLAIMS**

Inconsideration of the payments and other benefits set forth in Section****4.2 of that certain Employment Agreement dated March 1,2007 (the “***EmploymentAgreement***”), to which this form is attached, I, **Daniel M. Bradbury**,hereby furnish **AmylinPharmaceuticals, Inc.**(the “***Company***”), with the following release andwaiver (“***Release and Waiver***”).

Inexchange for the consideration provided to me by the Employment Agreement thatI am not otherwise entitled to receive, I hereby generally and completelyrelease the Company and its directors, officers, employees, shareholders,partners, agents, attorneys, predecessors, successors, parent and subsidiaryentities, insurers, affiliates, and assigns from any and all claims, liabilitiesand obligations, both known and unknown, that arise out of or are in any wayrelated to events, acts, conduct, or omissions occurring prior to my signingthis Release and Waiver.  This generalrelease includes, but is not limited to: (1) all claims arising out of or inany way related to my employment with the Company or the termination of thatemployment; (2) all claims related to my compensation or benefits from theCompany, including, but not limited to, salary, bonuses, commissions, vacationpay, expense reimbursements, severance pay, fringe benefits, stock, stockoptions, or any other ownership interests in the Company; (3) all claimsfor breach of contract, wrongful termination, and breach of the impliedcovenant of good faith and fair dealing; (4) all tort claims, including,but not limited to, claims for fraud, defamation, emotional distress, anddischarge in violation of public policy; and (5) all federal, state, and localstatutory claims, including, but not limited to, claims for discrimination, harassment,retaliation, attorneys’ fees, or other claims arising under the federal CivilRights Act of 1964 (as amended), the federal Americans with Disabilities Act of1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“***ADEA***”), and the California Fair Employmentand Housing Act (as amended).

Ialso acknowledge that I have read and understand Section 1542 of the CaliforniaCivil Code which reads as follows:  “**A general release does not extend to claims which the creditor does notknow or suspect to exist in his favor at the time of executing the release,which if known by him must have materially affected his settlement with thedebtor.**”****I herebyexpressly waive and relinquish all rights and benefits under that section andany law of any jurisdiction of similar effect with respect to any claims I mayhave against the Company.

Iacknowledge that, among other rights, I am waiving and releasing any rights Imay have under ADEA, that this Release and Waiver is knowing and voluntary, andthat the consideration given for this Release and Waiver is in addition toanything of value to which I was already entitled as an executive of theCompany.  I further acknowledge that Ihave been advised, as required by the Older Workers Benefit Protection Act,that:  (a) the release and waiver grantedherein does not relate to claims under the ADEA which may arise after thisRelease and Waiver is executed; (b) I have the right to consult with anattorney prior to executing this Release and Waiver (although I may choosevoluntarily not to do so); and (c) I have 21 days from the date of terminationof my employment with the Company in which to consider this Release and Waiver(although I may choose voluntarily to execute this Release and Waiver earlier);(d) I have seven days following the execution of this Release and Waiver torevoke my consent to this Release

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and Waiver; and(e) this Release and Waiver shall not be effective until the seven dayrevocation period has expired.

I acknowledge my continuing obligationsunder my Proprietary Information and Inventions Agreement with theCompany.  Pursuant to my ProprietaryInformation and Inventions Agreement I understand that among other things, Imust not use or disclose any confidential or proprietary information of theCompany and I must immediately return all Company property and documents(including all embodiments of proprietary information) and all copies thereofin my possession or control.  Iunderstand and agree that my right to the severance pay I am receiving inexchange for my agreement to the terms of this Release and Waiver is contingentupon my continued compliance with my Proprietary Information & InventionsAgreement.

This Release and Waiver,including my Proprietary Information and Inventions Agreement, constitutes thecomplete, final and exclusive embodiment of the entire agreement between theCompany and me with regard to the subject matter hereof.  I am not relying on any promise orrepresentation by the Company that is not expressly stated herein.  This Release and Waiver may only be modifiedby a writing signed by both me and a duly authorized officer of the Company.
| Date:  |       |                   | By: |   |
|--------|------------|------------------------|-----|--------|
|   | ** ** | **DANIEL M. BRADBURY** |

 

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