Exhibit 10.1


 


	
  

  	
  

  



 


April 09, 2009


 


Eli Lilly and Company


Lilly Corporate Center


Indianapolis, IN 46285


Attention:  Bryce Carmine


 




	
  Re:

  	
  Collaboration Agreement between
  Eli Lilly and Company (“Lilly”) and Amylin Pharmaceuticals, Inc.
  (“Amylin”), dated September 19, 2002, as amended to date (the
  “Collaboration Agreement”)

  






 


Dear Bryce:


 


This letter confirms our
understanding with respect to certain amendments to the Collaboration Agreement
and the co-location of certain Lilly personnel at Amylin’s facilities in
furtherance of Amylin’s and Lilly’s efforts under the Collaboration Agreement
to operate efficiently and effectively. 
Capitalized terms used but not defined herein have the meanings given to
them in the Collaboration Agreement.


 


1.             The last sentence of Section 12.3(c) of the
Collaboration Agreement is hereby amended and restated to read as follows: “If
such termination occurs after Product Launch, such termination shall be
effective one (1) year after the date of Amylin’s receipt of written
notice from Lilly.  Within 60 days of
Lilly’s notice, the parties will negotiate in good faith, and Alliance Steering
Committee will approve, a mutually agreeable termination transition plan.”


 


2.             As of April 1, 2009, notwithstanding any term of
the Collaboration Agreement to the contrary, including but not limited to the
definition of the term “FTE” or the term “Reimbursable Marketing Expenses,”
each Party’s internal costs, including headcount, that are specifically
attributable to the Development or Commercialization of Product (e.g. specific
finance/accounting support, managed care contracting, etc.) as mutually
determined and agreed by the Alliance Steering Committee shall be reimbursed in
accordance with each Party’s respective standard cost accounting procedures.  The ASC will be responsible for approving the
methodology, plan and rates for these previously unshared expenses.  Each Party shall insure that such internal
costs are not unfairly allocated to the Development or Commercialization of
Product, and that headcount is allocated based on actual time spent on the
Product similar to the procedures specified in Section 1.48 of the
Collaboration Agreement.  Such internal
costs shall be reimbursed in accordance with each Party’s standard cost
accounting procedures.  For purposes of
clarification, such internal Reimbursable Marketing Expenses shall include
internal marketing costs, whether incurred by Amylin or Lilly, including
internal expenses of the types describes in clauses (i) through (xviii) of
Section 1.100 of the Collaboration Agreement, even if incurred internally
by the Parties.


 


3.             With regard to certain Lilly employees to be co-located
at Amylin’s facilities in furtherance of the efforts between Lilly and Amylin
to operate efficiently and effectively (the “Co-located Lilly Employees”), the
Parties shall agree upon a set of operating and human resources principles (the
“Principles”) to be agreed to by April 16, 2009 and approved by the
Alliance Steering Committee.  Those
Principles will address matters deemed necessary for the operation of the
Alliance business and the co-location of employees including, without
limitation the items set forth on Exhibit A hereto.


 

















 


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If this letter correctly
reflects our agreement as to the foregoing matters, please sign in the space
provided below and return a signed copy of this letter to me.  Unless otherwise set forth in this letter,
the terms of the Collaboration Agreement remain unmodified and in full force
and effect.


 


Regards,


 




	
  /s/ Mark J. Gergen

  	
   

  	
   

  
	
  Mark J. Gergen

  	
   

  
	
  Senior Vice President,
  Corporate Development

  	
   

  






 


Acknowledged and Agreed:


 


Eli
Lilly and Company


 




	
  By: 

  	
  /s/ Bryce D. Carmine

  	
   

  	
   

  
	
  Name: Bryce D. Carmine

  	
   

  	
   

  
	
  Title: Executive V.P.
  Global Marketing & Sales

  	
   

  	
   

  
	
   

  	
   

  	
   

  






Date Signed:  April 9, 2009


 


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EXHIBIT A


 


The Operating and Human
Resources Principles shall address, without limitation, the following needs, as
well as addressing other operating and human resource matters as the parties
deem advisable or necessary:


 


·                  Co-located Lilly Employees located at Amylin will be
required to sign a confidentiality agreement reasonably acceptable to Amylin
and Lilly to cover the potential inadvertent exposure to Amylin confidential
information not related to the Alliance.


 


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


 


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


 


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


 


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


 


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