Exhibit 10.3


 


***Text Omitted
and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. Section 200.80(b)(4)

And 240.24b-2


 


Addendum to September 19, 2002


 


U.S. Co-Promotion Agreement


 


by and
between


 


Amylin
Pharmaceuticals, Inc.


 


and


 


Eli Lilly
and Company


 


Addendum
Effective as of


 


May 8th,
2008


 

















 


ADDENDUM
TO U.S. CO-PROMOTION AGREEMENT


 


This Addendum to the U.S. Co-Promotion Agreement (the “Addendum”) is
made effective as of the 8th day of May, 2008 (the “Effective Date”)
by and between Amylin Pharmaceuticals, Inc. (“Amylin”), a Delaware
corporation 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 principal
place of business at Lilly Corporate Center, Indianapolis, Indiana, 46285 (“Lilly”).


 


RECITALS:


 


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


 


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


 


Whereas, the Parties are
entering into this Addendum to set forth the terms and conditions of Lilly’s
engagement of NovaQuest to promote Product pursuant to the terms and conditions
of the Co-Promotion Agreement.


 


NOW
THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained in this Addendum, the Parties agree as follows:


 


Amylin and Lilly wish to
append certain additional rights and obligations for each Party in addition to
the Party’s respective rights and obligations under the Co-Promotion
Agreement.  To the extent not otherwise
modified in this Addendum, the rights and obligations of each Party under the
Co-Promotion Agreement shall continue in full force and effect.


 


2

















 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


“NovaQuest Detail” means
a face to face presentation by a representative of the NovaQuest sales force to
a healthcare professional in a setting appropriate for a meaningful medical
dialogue during which presentation such representative makes a Secondary Detail
relating to Product.  A delivery of
Samples does not constitute a NovaQuest Detail.


 


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


 


“Third Priority Product”  means the third priority pharmaceutical
product for which a sales representative is expected to present the uses and
benefits after presenting the First Priority Product and Second Priority
Product in his or her face-to-face meetings with health care professionals
during which he or she presents the uses and benefits of pharmaceutical
products.


 


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


 


ARTICLE II


 


USE OF
NOVAQUEST BY LILLY


 


2.1                               Product
Promotion by NovaQuest.


 


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


 


3

















 


2.2                               Compliance
with Law by NovaQuest.


 


Lilly represents and warrants that NovaQuest will have
prior to the Effective Date agreed that they shall comply with all applicable
laws, rules and regulations including, but not limited to the Federal
Equal 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 Social
Security 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 all
applicable data protection laws and regulations, including without limitation,
the Health Insurance Portability and Accountability Act (HIPAA) Privacy
Regulations. Further, Lilly represents and warrants that NovaQuest prior to the
Effective Date will have certified to Lilly that it has not and will not use in
any capacity (either directly or through subcontractors) the services of any
person debarred under the Generic Drug Enforcement Act of 1992 (GDEA)
(specifically, under 21 USC 335a) in connection with services provided on
behalf of Lilly during the term of this Addendum.


 


2.3                               Compliance
with Agreements and Policies by NovaQuest.


 


Lilly shall ensure that NovaQuest, in carrying out its
responsibilities and activities under this Addendum on behalf of Lilly,
complies with the terms and conditions of the Co-Promotion Agreement and
Collaboration Agreement as applicable and any applicable company policies outlined
by the Parties.  NovaQuest’s breach of
imposed duties and obligations shall be deemed to be Lilly’s breach of the
Co-Promotion Agreement and/or Collaboration Agreement as applicable for
purposes of this Addendum.


 


2.4                               NovaQuest
Sales Force.


 


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


 


(a)                                  Lilly
shall cause the NovaQuest Sales Force to Detail Product in the Co-Promotion
Territory to Targeted Physicians in accordance with the Promotion Plan and the
strategies established by US Ops.   Lilly
will be responsible for general sales training and Product related sales
training of the NovaQuest Sales Force in accordance with the procedures
established by US Ops.  Lilly shall cause
NovaQuest not to hold their own sales force meetings regarding Product.


 


4

















 


(b)                                 Lilly
will use its Commercially Reasonable Efforts to ensure that variable pay
components of NovaQuest’s compensation structure, including but not limited to
incentives, for the NovaQuest Sales Force is consistent with the NovaQuest
Detail position the Parties have agreed upon for Product with such sales
force.  The NovaQuest Detail position of
Products addressed herein and incentive weighting agreed upon by the Parties as
of the Effective Date is specified in Exhibit A attached hereto and
incorporated by reference


 


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


 


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


 


2.5                               Information
Lilly and/or NovaQuest Will Provide to Amylin.


 


Lilly will cause NovaQuest to maintain, in
accordance with applicable laws, records regarding the NovaQuest Sales Force
Activities under this Addendum and will provide Amylin, following the
Co-Promotion Start Date, with the following written reports and such other
information 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

  
	
   

  	
   

  	
  ·

  	
  [***].

  



 






* Confidential treatment
request(ed)


 


5

















 


Lilly
will cause NovaQuest to keep records in sufficient detail to enable the
accuracy of the information provided under (i) through (ii) of this Section to
be verified.  NovaQuest will keep such
records for at least one (1) year after the expiration or termination of
this Addendum, unless a longer retention period for a particular record is
specified in this Addendum or by Applicable Laws.


 


Lilly
shall from time to time provide such information as Amylin may reasonably
request in order for Amylin to track NovaQuest’s activities under this Addendum
and facilitate promotion of Product to Targeted Physcians by NovaQuest during
the Term and by Amylin following the Term; provided, however, that following
the Term, Amylin shall reimburse any Third Person out-of-pocket costs
reasonably incurred by Lilly in providing such information.  This may include assistance from Lilly in
creating and updating prescriber profiles and otherwise transitioning
promotional responsibility from Lilly to Amylin after the Term.


 


ARTICLE III


 


3.1                               Distribution
of Samples.


 


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


 


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


 


3.2                               NovaQuest’s
Use and Distribution of Promotional Materials.


 


As part of its
efforts under this Addendum, Lilly will cause the NovaQuest Sales Force to use
and, as applicable, distribute Promotional Materials to health care
professionals to whom it details Product in accordance with the
Commercialization Plan.  The Promotional
Materials will be used by NovaQuest only for purposes addressed herein.  Lilly will not permit NovaQuest to create any
Promotional Materials.  Lilly will not
permit NovaQuest to copy or alter in any manner (including rearranging,
underlining, highlighting, recording notes, etc.) the Promotional Materials nor
will Lilly allow the NovaQuest Sales Force to use any such unauthorized,
copied, or altered Promotional Materials.


 


6

















 


3.3                               Discontinuation
of Materials and Samples.


 


If Amylin informs Lilly
that a Training Material, Promotional Material, or Sample may no longer be used
or distributed,or if Lilly determines that a Training Material, Promotional
Material or Sample may no longer be used or distributed, Lilly will not allow
the 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 Product
for any use not approved by the FDA. 
Lilly also covenants that it will not permit NovaQuest to knowingly make
any false or misleading representation to any health care professional or
others regarding Product and that Lilly will not permit NovaQuest to make,
except as contained in the Promotional Materials and the Product’s package
insert and labeling, any representation, warranty, or guarantee with respect to
the specifications, features, or capabilities of Product.


 


3.4                               Financial
Provisions


 


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


 


3.5                               Information
Technology Framework.


 


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


 


3.6                               Insurance
Coverage.


 


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


 


7

















 


ARTICLE IV


 


CONFIDENTIALITY


 


4.1                               Obligations.


 


Lilly shall cause
NovaQuest to hold in confidence Amylin’s Confidential Information consistent
with the confidentiality provisions of the Collaboration Agreement and
Co-Promotion Agreement.


 


ARTICLE V


 


TERM AND
TERMINATION


 


5.1                               Term.


 


a)                                      Duration.  The Addendum, unless terminated earlier under
this 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 the
Addendum 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 with
regard to Product and;


 


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


 


8
















 


5.2                               Termination
for an Uncured Material Breach by Amylin.


 


(a)                                  Procedure.  If Amylin is in breach of any material
obligation, agreement, condition, covenant, representation, or warranty under
this Addendum, Lilly may give written notice of such breach to Amylin.  If, within five (5) business days after
it receives Lilly’s notice, Amylin does not give Lilly written notice
disputing, 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, within
those sixty (60) days (or ten (10) days, as applicable), Amylin has not
cured such breach, Lilly may give notice of termination, and termination of
this Addendum will be effective immediately upon Amylin’s receipt of such
notice or at such later date as Lilly may specify in such notice.


 


If, within five (5) business
days after it receives Lilly’s notice of the breach, Amylin gives Lilly written
notice disputing, in good faith, that a breach has occurred, the Parties will
meet within fifteen (15) days after Lilly’s notice of such breach to attempt to
resolve the dispute.  If, upon the
expiration of such fifteen (15) days, the Parties have not agreed upon a
resolution to such disputed breach, such dispute will be immediately referred
upon the expiration of such fifteen (15) days to a member of the Lilly Policy
Committee (or its successor) and to the Chief Executive Officer of Amylin.  If these two individuals cannot agree upon a
resolution to such disputed breach within fifteen (15) days of its referral to
them, Lilly may again give Amylin written notice of its intent to terminate the
Addendum for Amylin’s breach.  If, within
thirty (30) days (or, in the event that such breach relates to the nonpayment
of money, ten (10) days) after such notice, Amylin has not cured such
breach, Lilly may give notice of termination, and termination of this Addendum
will be effective immediately upon Amylin’s receipt of such notice or at such
later date as Lilly may specify in such notice.


 


(b)                                 Consequences
of Termination.  If, pursuant to Section 5.2
Lilly terminates this Addendum as a result of Amylin’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 with regard to Product; and


 


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


 


9

















 


5.3                               Termination for an Uncured Material Breach by
Lilly or NovaQuest.


 


(a)                                  Procedure.  If Lilly or NovaQuest is in breach of any
material obligation, agreement, condition, covenant, representation, or
warranty under this Addendum, Amylin may give written notice of such breach to
Lilly.  If, within five (5) business
days after it receives Amylin’s notice, Lilly does not give Amylin written
notice 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 of
money, ten (10) days) from receipt of Amylin’s notice to cure such
breach.  If, within those sixty (60) days
(or ten (10) days, as applicable), Lilly has not cured such breach, Amylin
may give notice of termination, and termination of this Addendum will be
effective immediately upon Lilly’s receipt of such notice or at such later date
as Amylin may specify in such notice.


 


If, within five (5) business days
after it receives Amylin’s notice of the breach, Lilly gives Amylin written
notice disputing, in good faith, that a breach has occurred, the Parties will
meet within fifteen (15) days after Amylin’s notice of such breach to attempt
to resolve the dispute.  If, upon the
expiration of such fifteen (15) days, the Parties have not agreed upon a
resolution to such disputed breach, such dispute will be immediately referred
upon the expiration of such fifteen (15) days to a member of the Lilly Policy
Committee (or its successor) and to the Chief Executive Officer of Amylin.  If these two individuals cannot agree upon a
resolution to such disputed breach within fifteen (15) days of its referral to
them, Amylin may again give Lilly written notice of its intent to terminate the
Addendum for Lilly’s breach.  If, within
thirty (30) days (or, in the event that such breach relates to the nonpayment
of money, ten (10) days) after such notice, Lilly has not cured such
breach, Amylin may give notice of termination, and termination of this Addendum
will be effective immediately upon Lilly’s receipt of such notice or at such
later 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 of
Lilly’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 with
regard to Product; and


 


(iii)                               All of NovaQuest’s rights under this Addendum to promote
Product including, but not limited to, use of the Training Materials, Samples
and 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;


 


10

















 


(ii)                                  files an insolvency petition in bankruptcy;


 


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


 


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


 


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


 


(b)  Consequences
of Termination.  If this Addendum is
terminated 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 with
regard to Product; and


 


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


 


5.5                               NovaQuest’s Destruction or Return of Certain
Items after Expiration or Termination of the Addendum.


 


Within thirty (30) days after (i) the expiration of the Term
or (ii) the effective date of termination, whichever is applicable,
NovaQuest via Lilly will return all Training Materials and Promotional
Materials in its possession, except for one (1) copy of such Training
Materials and Promotional Materials which may be retained for Lilly’s legal
records only and at Amylin’s instruction either destroy or return to Amylin
Samples.  Lilly and Amylin shall share in
the 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) the
effective date of termination, whichever is applicable, Lilly will deliver to
Amylin an instrument duly executed by an executive officer of Lilly that
certifies Lilly’s compliance with this Section.


 


5.6                               Termination
without Cause.


 


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


 


11

















 


(b)                                 Consequences
of Termination.  If, pursuant to Subsection
(a), 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 with regard to Product; and


 


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


 


5.7                               Surviving Obligations.


 


The rights and obligations of the Parties
under 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 (Financial
Provisions), Article 3.6 (Insurance Coverage), Article 4 (Confidentiality), Article 5
(Term and Termination), and Article 6 (General Provisions) shall survive
any termination or expiration of this Addendum.


 


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


 


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


 


ARTICLE VI


 


GENERAL PROVISIONS


 


6.1                               Legal
Compliance.


 


Lilly will cause
NovaQuest to comply with all Applicable Laws in the performance of its
obligations or the exercise of its rights hereunder.


 


12

















 


6.2                               Assignment.


 


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


 


6.3                               Independent Contractors.


 


It is understood and agreed that NovaQuest is
an independent contractor and is engaged in the operation of their own
respective business and will not be considered the agent of Amylin for any
purpose whatsoever. NovaQuest will not have any authority to enter into any
contracts or assume any obligations for Amylin nor make any warranties or
representations on behalf of Amylin.


 


6.4                               Governing
Law.


 


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


 


6.5                               Entire
Agreement.


 


This Addendum, including
the Collaboration Agreement and Co-Promotion Agreement, any exhibits or
attachments attached hereto constitute the entire agreement between Amylin and
Lilly with respect to the subject matter hereof, and all previous or other
negotiations, representations and understandings with respect to the subject
matter hereof between Amylin and Lilly are superseded as of the Effective
Date.  This Addendum has been prepared
jointly and will not be strictly construed against either Party.


 


6.6                               Severability.


 


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


 


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


 


13

















 


6.7                               Notices.


 


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


 


6.8                               Counterparts.


 


This Addendum may be
executed 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 either
Party to enforce any provision of this Addendum at any time will not be
construed as a present or future waiver of such provision or any other
provision of this Addendum.


 


6.10                        Modifications.


 


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


 


6.11                        Headings.


 


All headings and captions
used in this Addendum are for convenience only, and are not intended to have
any substantive effect.


 


6.12                        No Other
Licenses or Rights


 


Except as specifically
provided for in this Addendum, neither Party grants, expressed or implied, any
license or rights to the other Party.


 


6.13                        Further
Actions.


 


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


 


[Signature Page Follows]


 


14

















 


IN WITNESS WHEREOF,
each Party has executed this Addendum by its respective, duly authorized
officer 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

  
								



 


15

















 


Exhibit A


 


Detail Position and Incentive Weighting


 


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


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


 






* Confidential treatment
request(ed)


 


16