**Exhibit 10.3**

** **

***Text Omittedand Filed SeparatelyConfidential Treatment RequestedUnder 17 C.F.R. Section 200.80(b)(4)And 240.24b-2

 

**Addendum to September 19, 2002**

** **

**U.S. Co-Promotion Agreement**

** **

**by andbetween**

 

**AmylinPharmaceuticals, Inc.**

 

**and**

 

**Eli Lillyand Company**

 

**AddendumEffective as of**

 

**May 8th,2008**

 

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**ADDENDUMTO U.S. CO-PROMOTION AGREEMENT**

 

This Addendum to the U.S. Co-Promotion Agreement (the “Addendum”) ismade effective as of the 8th day of May, 2008 (the “Effective Date”)by and between Amylin Pharmaceuticals, Inc. (“Amylin”), a Delawarecorporation having its principal place of business at 9360 Towne Center Drive,San Diego, California, 92121.

 

and

 

Eli Lilly and Company, an Indiana corporation having its principalplace of business at Lilly Corporate Center, Indianapolis, Indiana, 46285 (“Lilly”).

 

**RECITALS:**

** **

Whereas, Amylin and Lillyare parties to a Collaboration Agreement dated September 19, 2002 (the “CollaborationAgreement”), regarding the development and commercialization of Product, andU.S. Co-Promotion Agreement (“Co-Promotion Agreement”) dated September 19,2002, regarding the promotion of Product;

 

Whereas, Lilly desires toengage, PharmaBio Development, Inc d/b/a NovaQuest, having its principal placeof business at 4709 Creekstone Dr., Durham NC 37703 (hereinafter “NovaQuest”)to provide contract sales services for the Product.

 

Whereas, the Parties areentering into this Addendum to set forth the terms and conditions of Lilly’sengagement of NovaQuest to promote Product pursuant to the terms and conditionsof the Co-Promotion Agreement.

 

**NOWTHEREFORE,** in consideration of the foregoing premises and themutual covenants contained in this Addendum, the Parties agree as follows:

 

Amylin and Lilly wish toappend certain additional rights and obligations for each Party in addition tothe Party’s respective rights and obligations under the Co-PromotionAgreement.  To the extent not otherwisemodified in this Addendum, the rights and obligations of each Party under theCo-Promotion Agreement shall continue in full force and effect.

 

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**ARTICLE I**

 

**DEFINITIONS**

 

As used herein, thefollowing terms shall have the meanings indicated and any capitalized termsused herein and not defined herein shall have the meanings provided in theCo-Promotion Agreement:

 

**“Co-Promotion Start Date”** shall mean the date on which theNovaQuest’s Sales Force has received training on the Product in accordance withthis Addendum and begins making NovaQuest Details, which shall be not laterthan July 1, 2008.

 

**“NovaQuest Detail”**meansa face to face presentation by a representative of the NovaQuest sales force toa healthcare professional in a setting appropriate for a meaningful medicaldialogue during which presentation such representative makes a Secondary Detailrelating to Product.  A delivery ofSamples does not constitute a NovaQuest Detail.

 

** ****“Sample”** shall mean quantities of Product orvouchers allowing patients to acquire Product at no charge given to authorizedmedical professionals for no or minimal consideration as part of the marketing,advertising and promotion of the Product.

 

**“Third Priority Product” **means the third priority pharmaceuticalproduct for which a sales representative is expected to present the uses andbenefits after presenting the First Priority Product and Second PriorityProduct in his or her face-to-face meetings with health care professionalsduring which he or she presents the uses and benefits of pharmaceuticalproducts.

 

“**U.S. Ops”**shallmean the committee established by Amylin and Lilly as the successor, in part,of the responsibilities and obligations of the JCC.

 

**ARTICLE II**

 

**USE OFNOVAQUEST BY LILLY**

 

**2.1****                               ProductPromotion by NovaQuest.**

 

Pursuant to Section 2.3(d) ofthe Co-Promotion Agreement, Amylin hereby consents to Lilly’s engagement ofNovaQuest as a CSO to help fulfill Product detail obligations in theCo-Promotion Territory; provided, however that Lilly shall remain liable andresponsible for the performance and observance of all its duties andobligations under the Co-Promotion Agreement and the obligations of NovaQuestpursuant to this Addendum.

 

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**2.2****                               Compliancewith Law by NovaQuest.**

 

Lilly represents and warrants that NovaQuest will haveprior to the Effective Date agreed that they shall comply with all applicablelaws, rules and regulations including, but not limited to the FederalEqual Employment Opportunity Act, Title VII of the Civil Rights Act of 1964,the Age Discrimination in Employment Act, the Americans with Disabilities Act,the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986,the Food, Drug and Cosmetic Act, Section 1128B(b) of the SocialSecurity Act (42 U.S.C.§ 1320(a)-7(b(b), the Prescription Drug Marketing Act .NovaQuest prior to the Effective Date will agree to and shall comply with allapplicable data protection laws and regulations, including without limitation,the Health Insurance Portability and Accountability Act (HIPAA) PrivacyRegulations. Further, Lilly represents and warrants that NovaQuest prior to theEffective Date will have certified to Lilly that it has not and will not use inany capacity (either directly or through subcontractors) the services of anyperson debarred under the Generic Drug Enforcement Act of 1992 (GDEA)(specifically, under 21 USC 335a) in connection with services provided onbehalf of Lilly during the term of this Addendum.

 

**2.3****                               Compliancewith Agreements and Policies by NovaQuest.**

 

Lilly shall ensure that NovaQuest, in carrying out itsresponsibilities and activities under this Addendum on behalf of Lilly,complies with the terms and conditions of the Co-Promotion Agreement andCollaboration Agreement as applicable and any applicable company policies outlinedby the Parties.  NovaQuest’s breach ofimposed duties and obligations shall be deemed to be Lilly’s breach of theCo-Promotion Agreement and/or Collaboration Agreement as applicable forpurposes of this Addendum.

 

**2.4****                               NovaQuestSales Force.**

 

NovaQuest currently has a sales force of salesrepresentatives, district managers and regional sales directors dedicated topromoting products on behalf of Lilly. (“NovaQuest Sales Force”).  Under this Addendum, the Parties agree thatLilly will engage NovaQuest to help fulfill Product detail obligations pursuantto the Co-Promotion Agreement and Collaboration Agreement

 

(a)                                  Lillyshall cause the NovaQuest Sales Force to Detail Product in the Co-PromotionTerritory to Targeted Physicians in accordance with the Promotion Plan and thestrategies established by US Ops.   Lillywill be responsible for general sales training and Product related salestraining of the NovaQuest Sales Force in accordance with the proceduresestablished by US Ops.  Lilly shall causeNovaQuest not to hold their own sales force meetings regarding Product.

 

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(b)                                 Lillywill use its Commercially Reasonable Efforts to ensure that variable paycomponents of NovaQuest’s compensation structure, including but not limited toincentives, for the NovaQuest Sales Force is consistent with the NovaQuestDetail position the Parties have agreed upon for Product with such salesforce.  The NovaQuest Detail position ofProducts addressed herein and incentive weighting agreed upon by the Parties asof the Effective Date is specified in Exhibit A attached hereto andincorporated by reference

 

(c)                                  Lillyshall cause NovaQuest to conduct all of its activities under this Addendum,including, but not limited to, training, NovaQuest Detail, PromotionalActivities, record-keeping, collection of consumer data (if any), and sampling(if any), in compliance with the FDA-approved package insert and labeling ofProduct, the applicable Promotional Materials, the Lilly Good PromotionalPractice Guidelines or the Amylin equivalent and all Applicable Laws.

 

(d)                                 Size of the NovaQuest Sales Force.   Lillyshall use its Commercially Reasonable Efforts to have in place as of theCo-Promotion Start Date not less than [***] ([***]) full-time, trained andplaced sales representatives in the NovaQuest Sales Force for purposes ofdetailing Product.  Upon the Parties’execution of this Agreement, Lilly shall notify Amylin in writing of the exactsize of the NovaQuest Sales Force that it intends to field.  Lilly shall use its Commercially ReasonableEfforts to maintain the NovaQuest Sales Force at such size during the term ofthis Addendum.

 

**2.5****                              ****InformationLilly and/or NovaQuest Will Provide to Amylin.**

 

Lilly will cause NovaQuest to maintain, inaccordance with applicable laws, records regarding the NovaQuest Sales ForceActivities under this Addendum and will provide Amylin, following theCo-Promotion Start Date, with the following written reports and such otherinformation as Amylin may from time to time reasonably request:

 
| (i)    |   | Within  [***] ([***]) days after the end of each [***]:          |
|--------|--------|------------------------------------------------------------------|
|   |   | ·                                                           | [***]; |
|   |   | ·                                                           | [***]; |
|   |   | ·                                                           | [***];  and |
|   |   | ·                                                           | [***]. |
|   |   |                                                             |   |
| (ii)   |   | Within  [***] ([***]) days after the end of each Calendar [***]: |
|   |   | ·                                                           | [***]; and |
|   |   | ·                                                           | [***]. |

 

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* Confidential treatmentrequest(ed)

 

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Lillywill cause NovaQuest to keep records in sufficient detail to enable theaccuracy of the information provided under (i) through (ii) of this Section tobe verified.  NovaQuest will keep suchrecords for at least one (1) year after the expiration or termination ofthis Addendum, unless a longer retention period for a particular record isspecified in this Addendum or by Applicable Laws.

 

Lillyshall from time to time provide such information as Amylin may reasonablyrequest in order for Amylin to track NovaQuest’s activities under this Addendumand facilitate promotion of Product to Targeted Physcians by NovaQuest duringthe Term and by Amylin following the Term; provided, however, that followingthe Term, Amylin shall reimburse any Third Person out-of-pocket costsreasonably incurred by Lilly in providing such information.  This may include assistance from Lilly increating and updating prescriber profiles and otherwise transitioningpromotional responsibility from Lilly to Amylin after the Term.

 

**ARTICLE III**

 

**3.1****                               Distributionof Samples.**

 

(a)                                  Rights.   It is contemplated that in support ofNovaQuests’ Detailing of the Product hereunder, an appropriate level of Sampleswill be supplied to NovaQuest.  US Opswill determine the appropriate level and develop appropriate procedures fordelivery of Samples and Sample accountability for the NovaQuest SalesForce.  Amylin will supply, and Lillywill obtain, all such Samples from Amylin. Lilly shall cause NovaQuest to use Samples strictly in accordance withthe then current Commercial Plan and Lilly shall cause NovaQuest to distributeSamples in full compliance with all Applicable Laws.

 

(b)                                 Lilly’s Responsibilities for Samples.   Lillyshall be solely responsible for the transport, storage, handling, anddistribution of Samples (if any) NovaQuest obtains under this Addendum. Lilly will cause NovaQuest to transport, store, handle, and distributeall Samples in compliance with all Applicable Laws and with the proceduresestablished by US Ops.

 

**3.2****                               NovaQuest’sUse and Distribution of Promotional Materials.**

 

As part of itsefforts under this Addendum, Lilly will cause the NovaQuest Sales Force to useand, as applicable, distribute Promotional Materials to health careprofessionals to whom it details Product in accordance with theCommercialization Plan.  The PromotionalMaterials will be used by NovaQuest only for purposes addressed herein.  Lilly will not permit NovaQuest to create anyPromotional Materials.  Lilly will notpermit NovaQuest to copy or alter in any manner (including rearranging,underlining, highlighting, recording notes, etc.) the Promotional Materials norwill Lilly allow the NovaQuest Sales Force to use any such unauthorized,copied, or altered Promotional Materials.

 

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**3.3****                               Discontinuationof Materials and Samples.**

 

If Amylin informs Lillythat a Training Material, Promotional Material, or Sample may no longer be usedor distributed,or if Lilly determines that a Training Material, PromotionalMaterial or Sample may no longer be used or distributed, Lilly will not allowthe NovaQuest Sales Force to use or distribute such Training Material,Promotional Material, or Sample after the no-use date identified Amylin.

 

Lilly covenants that it will not permit NovaQuest to promote Productfor any use not approved by the FDA. Lilly also covenants that it will not permit NovaQuest to knowingly makeany false or misleading representation to any health care professional orothers regarding Product and that Lilly will not permit NovaQuest to make,except as contained in the Promotional Materials and the Product’s packageinsert and labeling, any representation, warranty, or guarantee with respect tothe specifications, features, or capabilities of Product.

 

**3.4**                               FinancialProvisions

** **

All matters related tothe Parties’ compensation for their respective services hereunder and right toreimbursement for expenses and other financial matters shall be as set forth inthe Collaboration Agreement; provided, however, the Parties agree that unlessotherwise specified hereafter, any and all compensation costs or expensesassociated with or related to NovaQuest shall be at the sole cost and expenseof Lilly and shall not in any manner be borne by to Amylin.

 

**3.5****                               InformationTechnology Framework.**

 

To ensure efficient,timely and accurate communication of data and information between the Partiesregarding activities under this Addendum, Lilly will cause NovaQuest to have inplace and maintain an appropriate information technology infrastructure

 

**3.6****                               InsuranceCoverage.**

 

Lilly will causeNovaQuest to maintain insurance coverage on its activities to be carried outpursuant to this Addendum.  Suchinsurance will be maintained with a reputable insurance carrier(s), and willinclude, without limitation, errors and omissions insurance and comprehensivegeneral liability insurance for claims for damages arising from bodily injury(including death) and property damages arising out of acts or omissions ofNovaQuest under this Addendum.  Suchinsurance will also be written on a per occurrence basis.  The failure to maintain such insurancecoverage will not relieve Lilly of any responsibility under this Addendum fordamage in excess of insurance limits or otherwise.  Lilly will also cause NovaQuest to maintainworkers’ compensation and employer’s insurance for the NovaQuest Sales Force.

 

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**ARTICLE I****V**

 

**CONFIDENTIALITY**

 

**4.1****                               Obligations.**

 

Lilly shall causeNovaQuest to hold in confidence Amylin’s Confidential Information consistentwith the confidentiality provisions of the Collaboration Agreement andCo-Promotion Agreement.

 

**ARTICLE V**

** **

**TERM ANDTERMINATION**

 

**5.1****                               Term.**

 

a)                                      Duration.  The Addendum, unless terminated earlier underthis Article 5, will be in effect from the Effective Date until December 31,2009, unless otherwise extended by mutual agreement of the Parties. (the “Term”).

 

 (b)                              Consequences upon Expiration of the Term.  If theAddendum has not been terminated earlier, upon the date the Term expires:

 

(i)                                           The Addendum expires, except as set forth in Section 5.7;

 

(ii)                                        The NovaQuest Sales Force will cease all activities withregard to Product and;

 

(iii)                                     All of Lilly’s rights under this Addendum to have NovaQuestpromote Product including, but not limited to, use of the Training Materials,Samples and Promotional Materials, shall cease.

 

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**5.2****                               Terminationfor an Uncured Material Breach by Amylin**.

 

(a)                                  Procedure.  If Amylin is in breach of any materialobligation, agreement, condition, covenant, representation, or warranty underthis Addendum, Lilly may give written notice of such breach to Amylin.  If, within five (5) business days afterit receives Lilly’s notice, Amylin does not give Lilly written noticedisputing, in good faith, that a breach has occurred, Amylin has sixty (60)days (or, in the event that such breach relates to the nonpayment of money, ten(10) days) from receipt of Lilly’s notice to cure such breach. If, withinthose sixty (60) days (or ten (10) days, as applicable), Amylin has notcured such breach, Lilly may give notice of termination, and termination ofthis Addendum will be effective immediately upon Amylin’s receipt of suchnotice or at such later date as Lilly may specify in such notice.

 

If, within five (5) businessdays after it receives Lilly’s notice of the breach, Amylin gives Lilly writtennotice disputing, in good faith, that a breach has occurred, the Parties willmeet within fifteen (15) days after Lilly’s notice of such breach to attempt toresolve the dispute.  If, upon theexpiration of such fifteen (15) days, the Parties have not agreed upon aresolution to such disputed breach, such dispute will be immediately referredupon the expiration of such fifteen (15) days to a member of the Lilly PolicyCommittee (or its successor) and to the Chief Executive Officer of Amylin.  If these two individuals cannot agree upon aresolution to such disputed breach within fifteen (15) days of its referral tothem, Lilly may again give Amylin written notice of its intent to terminate theAddendum for Amylin’s breach.  If, withinthirty (30) days (or, in the event that such breach relates to the nonpaymentof money, ten (10) days) after such notice, Amylin has not cured suchbreach, Lilly may give notice of termination, and termination of this Addendumwill be effective immediately upon Amylin’s receipt of such notice or at suchlater date as Lilly may specify in such notice.

 

(b)                                 Consequencesof Termination.  If, pursuant to Section 5.2Lilly terminates this Addendum as a result of Amylin’s uncured breach, then, asof the effective date of such termination:

 

(i)                                     TheAddendum terminates, except as set forth in Section 5.7;

 

(ii)                                  TheNovaQuest Sales Force will cease all activities with regard to Product; and

 

(iii)                               Allof NovaQuest’s rights under this Addendum to promote Product including, but notlimited to, use of the Training Materials, Samples and Promotional Materials,shall cease.

 

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**5.3****                              ****Termination for an Uncured Material Breach byLilly or NovaQuest.**

 

(a)                                  Procedure.  If Lilly or NovaQuest is in breach of anymaterial obligation, agreement, condition, covenant, representation, orwarranty under this Addendum, Amylin may give written notice of such breach toLilly.  If, within five (5) businessdays after it receives Amylin’s notice, Lilly does not give Amylin writtennotice disputing, in good faith, that a breach has occurred, Lilly has sixty(60) days (or, in the event that such breach relates to the nonpayment ofmoney, ten (10) days) from receipt of Amylin’s notice to cure suchbreach.  If, within those sixty (60) days(or ten (10) days, as applicable), Lilly has not cured such breach, Amylinmay give notice of termination, and termination of this Addendum will beeffective immediately upon Lilly’s receipt of such notice or at such later dateas Amylin may specify in such notice.

 

If, within five (5) business daysafter it receives Amylin’s notice of the breach, Lilly gives Amylin writtennotice disputing, in good faith, that a breach has occurred, the Parties willmeet within fifteen (15) days after Amylin’s notice of such breach to attemptto resolve the dispute.  If, upon theexpiration of such fifteen (15) days, the Parties have not agreed upon aresolution to such disputed breach, such dispute will be immediately referredupon the expiration of such fifteen (15) days to a member of the Lilly PolicyCommittee (or its successor) and to the Chief Executive Officer of Amylin.  If these two individuals cannot agree upon aresolution to such disputed breach within fifteen (15) days of its referral tothem, Amylin may again give Lilly written notice of its intent to terminate theAddendum for Lilly’s breach.  If, withinthirty (30) days (or, in the event that such breach relates to the nonpaymentof money, ten (10) days) after such notice, Lilly has not cured suchbreach, Amylin may give notice of termination, and termination of this Addendumwill be effective immediately upon Lilly’s receipt of such notice or at suchlater date as Amylin may specify in such notice.

 

(b)                                 Consequences of Termination.  If,pursuant to Section 5.3 Amylin terminates this Addendum as a result ofLilly’s uncured breach, then, as of the effective date of such termination:

 

(i)                                     The Addendum terminates, except as set forth in Section 5.7

 

(ii)                                  The NovaQuest Sales Force will cease all activities withregard to Product; and

 

(iii)                               All of NovaQuest’s rights under this Addendum to promoteProduct including, but not limited to, use of the Training Materials, Samplesand Promotional Materials, shall cease.

 

**5.4****                              ****Termination for Insolvency or Bankruptcy.**

 

(a)  Procedure.   Either Party may, by written notice,terminate this Addendum with immediate effect if the other Party:

 

(i)                                     makes a general assignment for the benefit of creditors;

 

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(ii)                                  files an insolvency petition in bankruptcy;

 

(iii)                               petitions for or acquiesces in the appointment of anyreceiver, trustee or similar officer to liquidate or conserve its business orany substantial part of its assets;

 

(iv)                              commences under the laws of any jurisdiction any proceedinginvolving its insolvency, bankruptcy, reorganization, adjustment of debt,dissolution, liquidation or any other similar proceeding for the release offinancially distressed debtors; or

 

(v)                                 becomes a party to any proceeding or action of the type describedabove in (iii) or (iv), and such proceeding or action remains undismissedor unstayed for a period of more than sixty (60) days.

 

(b)  Consequencesof Termination.  If this Addendum isterminated pursuant to Section 5.4 then;

 

(i)                                     The Addendum terminates, except as set forth in Section 5.7;

 

(ii)                                  The NovaQuest Sales Force will cease all activities withregard to Product; and

 

(iii)                               All of NovaQuest’s rights under this Addendum to promoteProduct including, but not limited to, use of the Training Materials, Samplesand Promotional Materials, shall cease.

 

**5.5****                              ****NovaQuest’s Destruction or Return of CertainItems after Expiration or Termination of the Addendum.**

 

Within thirty (30) days after (i) the expiration of the Termor (ii) the effective date of termination, whichever is applicable,NovaQuest via Lilly will return all Training Materials and PromotionalMaterials in its possession, except for one (1) copy of such TrainingMaterials and Promotional Materials which may be retained for Lilly’s legalrecords only and at Amylin’s instruction either destroy or return to AmylinSamples.  Lilly and Amylin shall share inthe expense of such destruction or return contemplated under this Section 5.5.Within thirty-five (35) days after (i) the expiration of the Term or (ii) theeffective date of termination, whichever is applicable, Lilly will deliver toAmylin an instrument duly executed by an executive officer of Lilly thatcertifies Lilly’s compliance with this Section.

 

**5.6****                               Terminationwithout Cause.**

 

(a) Procedure.  Either Party shall at any time, without causeterminate this Addendum, effective upon sixty (60) days prior written notice tothe other Party.

 

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(b)                                 Consequencesof Termination.  If, pursuant to Subsection(a), then, as of the effective date of such termination:

 

(i)                                     TheAddendum terminates, except as set forth in Section 5.7;

 

(ii)                                  TheNovaQuest Sales Force will cease all activities with regard to Product; and

 

(iii)                               Allof NovaQuest’s rights under this Addendum to promote Product including, but notlimited to, use of the Training Materials and Promotional Materials, shallcease.

 

**5.7****                              ****Surviving Obligations.**

 

The rights and obligations of the Partiesunder Article 1 (Definitions), Article 3.1 (Distribution of Samples),Article 3.2 (NovaQuest’s Use and Distribution of Promotional Materials), Article 3.3(Discontinuation of Materials and Samples), Article 3.4 (FinancialProvisions), Article 3.6 (Insurance Coverage), Article 4 (Confidentiality), Article 5(Term and Termination), and Article 6 (General Provisions) shall surviveany termination or expiration of this Addendum.

 

Also, termination or expiration of theAddendum will not affect rights and obligations of the Parties that by theirnature or by the terms of the particular provision survive.

 

Finally,except as specifically provided to the contrary in this Addendum, terminationor expiration of the Addendum will be without prejudice to any rights that haveaccrued to the benefit of either Party prior to such termination or expirationand will not relieve either Party of any obligations accrued by it hereunderprior to such termination or expiration.

 

**ARTICLE VI**

** **

**GENERAL PROVISIONS**

 

**6.1****                               LegalCompliance.**

 

Lilly will causeNovaQuest to comply with all Applicable Laws in the performance of itsobligations or the exercise of its rights hereunder.

 

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**6.2****                               Assignment.**

 

This Addendum may not be assigned by eitherParty without the written consent of the other Party.  Lilly will not permit NovaQuest to assign anyof its obligations to promote Product without Amylin’s consent.

 

**6.3****                              ****Independent Contractors.**

 

It is understood and agreed that NovaQuest isan independent contractor and is engaged in the operation of their ownrespective business and will not be considered the agent of Amylin for anypurpose whatsoever. NovaQuest will not have any authority to enter into anycontracts or assume any obligations for Amylin nor make any warranties orrepresentations on behalf of Amylin.

 

**6.4****                               GoverningLaw.**

 

This Addendum and allamendments, modifications, alterations, or supplements hereto, and the rightsof the Parties hereunder, will be construed under and governed by the laws ofthe state of New York exclusive of its conflicts of laws principles.

 

**6.5****                               EntireAgreement.**

 

This Addendum, includingthe Collaboration Agreement and Co-Promotion Agreement, any exhibits orattachments attached hereto constitute the entire agreement between Amylin andLilly with respect to the subject matter hereof, and all previous or othernegotiations, representations and understandings with respect to the subjectmatter hereof between Amylin and Lilly are superseded as of the EffectiveDate.  This Addendum has been preparedjointly and will not be strictly construed against either Party.

 

**6.6****                               Severability.**

 

If a provision of thisAddendum (or portion thereof) is held to be illegal, invalid, or unenforceableby a court of competent jurisdiction, the remaining provisions (and portionsthereof) of the Addendum shall remain in full force and effect.  In addition, to the extent feasible andlegally permissible, the court of competent jurisdiction will replace theillegal, invalid, or unenforceable provision of this Addendum with a validprovision that eliminates such violation while conforming as closely aspossible to the original terms of this Addendum.

 

If a provision of thisAddendum (or portion thereof) that is essential to the commercial purpose ofthis Addendum is held to be illegal, invalid, or unenforceable by a court ofcompetent jurisdiction and such court cannot replace (either because suchreplacement is not feasible or not legally permissible) such provision with avalid provision that eliminates such violation while conforming as closely as possibleto the original terms of this Addendum, the remaining provisions (and portionsthereof) of the Addendum remain in full force and effect, but either Party mayterminate the Addendum upon written notice to the other.

 

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**6.7****                               Notices.**

 

All notices, statements,and reports required to be given under this Addendum shall be given in themanner specified in the Collaboration Agreement.

 

**6.8****                               Counterparts.**

 

This Addendum may beexecuted in one or more counterparts, each of which will be deemed an original,but all of which together will constitute one and the same instrument.

 

**6.9****                               Waiver.**

 

The failure of eitherParty to enforce any provision of this Addendum at any time will not beconstrued as a present or future waiver of such provision or any otherprovision of this Addendum.

 

**6.10****                        Modifications.**

 

No amendment, waiver ormodification of this Addendum will be valid or binding on either Party unlessmade in writing and signed by duly authorized representatives of both Parties.

 

**6.11****                        Headings.**

 

All headings and captionsused in this Addendum are for convenience only, and are not intended to haveany substantive effect.

 

**6.12****                        No OtherLicenses or Rights**

 

Except as specificallyprovided for in this Addendum, neither Party grants, expressed or implied, anylicense or rights to the other Party.

 

**6.13****                        FurtherActions.**

 

Each Party agrees toexecute, acknowledge, and deliver such further instruments, and to do all otheracts, as may be reasonably necessary or appropriate within the contemplation ofthis Addendum to carry out the purposes and intent of this Addendum.

 

**[Signature Page Follows]**

 

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**IN WITNESS WHEREOF**,each Party has executed this Addendum by its respective, duly authorizedofficer as of the day and year herein written.

 

 
| **AMYLIN PHARMACEUTICALS, INC.**      | **ELI LILLY AND COMPANY**                    |
|---------------------------------------|----------------------------------------------|
|                                  |                                         |   |   |   |
|                                  |                                         |   |   |   |
| By:                                   |      /s/  Joe Young |   | By: |     /s/  John Lechleiter |
|                                  |                                         |   |   |
|                                  |                                         |   |
| Name: Joe Young                       |                                         | Name: |  John Lechleiter |
|                                  |                                         |   |
|                                  |                                         |   |   |
| Title:  Sr. Vice President, Marketing |                                         | Title: | President  and |
|                                  |                                         | Chief  Executive Officer |
|                                       |                                              |  |  |  |  |  |  |

 

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Exhibit A

 

Detail Position and Incentive Weighting

 

[***] shall be no less than [***]%

[***] shall be no more than [***]%

 

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* Confidential treatmentrequest(ed)

 

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