**Exhibit 10.41**

***Text Omitted and FiledSeparatelywith the Securities and Exchange Commission.Confidential Treatment RequestedUnder 17 C.F.R. Sections 200.80(b)(4)and 240.24b-2.

**C O N FI D E N T I AL**

**AMENDMENTTO COLLABORATION AGREEMENT**

**THISAMENDMENT TO COLLABORATION AGREEMENT**(the ***“Amendment”***) isentered into and effective as of October 31, 2006 (the ***“Amendment Date”***) forthe purpose of amending that certain Collaboration Agreement dated September19, 2002, as amended (the ***“Agreement”***)by and between:

**ELI LILLY ANDCOMPANY**, a corporation organized and existing under the lawsof the State of Indiana, whose principal place of business is Lilly CorporateCenter, Indianapolis, Indiana, 46285, United States of America (***“Lilly”***); and

**AMYLIN PHARMACEUTICALS, INC.,** acorporation organized and existing under the laws of Delaware, whose principalplace of business is 9360 Towne Centre Drive, San Diego, California 92121,United States of America (***“Amylin”***).

In consideration of the mutual covenants containedherein and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, Lilly and Amylin agree as follows:

**1.             DefinedTerms. **Capitalizedterms used but not otherwise defined herein shall have the meanings provided inthe Agreement.  Any reference herein to anumbered “Section” shall be deemed to refer to such numbered Section of theAgreement, and any reference herein to a numbered “paragraph” shall be deemedto refer to such numbered paragraph of this Amendment.  The following terms shall have the meaningsset forth below:

**(a)           “BIDProduct”** shall mean the Product sold under the Product Trademark “BYETTA®”(or such other Trademark if BYETTA is unavailable as a Trademark in a givencountry) as a fixed-dose injection of exenatide administered twice per day forany indication provided for in the first Marketing Approval received in arelevant country (included in such indication would be any subsequent labelexpansion(s)****relating to use of the BID Product for thesame indication, *e.g.,* newindication for combination use with TZDs for treatment of the same indicationas provided for in the first Marketing Approval). For the avoidance of doubt,it is understood that any subsequent indication relating to any disease orcondition not included in the first Marketing Approval shall be regarded as aNon-BID Product (e.g., a Product indicated for treatment of obesity or Type Idiabetes is a Non-BID Product).

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**(b)           “BID Study”** shall meana clinical trial of a BID Product; but excluding any Non-BID Study.

**(c)           “Cost ofProduct Sold (OUS)”**shall mean, solely for purposes ofcalculation of Gross Margin (OUS) and for no other purpose, the Cost of ProductSold for Product sold outside the U.S., determined in accordance with Section1.33 of the Agreement, plus Lilly’s manufacturing costs for labeling,packaging, or other manufacturing-related activity that may be undertaken byLilly for Product sold outside the U.S. Lilly’s manufacturing costs included in Cost of Product Sold (OUS) shallinclude, without limitation, the standard cost of product sold expensed byLilly for Product sold outside the U.S. plus manufacturing variances expensedby Lilly for Product sold outside the U.S., in each case, determined inaccordance with U.S. GAAP.   It is understoodthat Lilly’s Cost of Product Sold (OUS) may or may not be the same as Lilly’sinternal transfer pricing to its Affiliates for Product sold outside of theU.S. and Lilly’s Cost of Product Sold (OUS) shall not include any mark-up orprofit margin in addition to actual Product cost.

Lilly’s standard cost ofproduct sold may include, without limitation, the following components:

**(i)              **the totalinvoice price, outside processing costs, freight, duties, taxes, and brokersfees, with any volume or trade discounts being reflected in the calculation andpurchase of inventory from either Amylin or Third Party suppliers beingconsidered a Third Party cost;

**(ii)            **conversioncosts (including, without limitation, direct labor and direct overhead)directly associated with the manufacturing of Product;

**(iii)           **replacementcosts for Products that are determined to be defective or recalled or forProducts that are returned to Lilly from the customer;

**(iv)            **anallocation of service and administrative departments performing functions whichsupport Manufacturing operations directly associated with the Manufacturing ofProducts;

**(v)             **depreciationof Product-specific capital investments for equipment;

**(vi)            **depreciationof general manufacturing equipment and facilities directly associated withManufacturing of Products, in the case of equipment, to the extent usedspecifically for Product, based on a percentage of throughput/utilization(hours of utilization) and, in the case of facilities, based upon percentage ofsquare footage utilized.

**(vii)           **Productbreakage;

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**(viii)         **obsoleteProducts; and

**(ix)            **to theextent attributable to the Manufacture of Products, any other costs consideredinventory costs or costs of products sold under U.S. Generally AcceptedAccounting Principles.

  All of these costs, and the methodology to beused in allocating indirect or overhead costs among Manufacturing operationshereunder and other Lilly manufacturing operations, shall be determined in amanner consistent with Generally Accepted Accounting Principles in the U.S.,and Lilly shall share with Amylin such details relating to the allocationrelating to operations outside the U.S. used by Lilly as Amylin may reasonablyrequest.  In the event that Lilly doesnot use Dedicated Capacity for primary equipment for the Manufacture ofProducts, an appropriate allocation of costs associated with the Manufacture ofProducts shall be determined in a manner consistent with Generally AcceptedAccounting Principles in the U.S.  It isunderstood and agreed by the Parties that Lilly will report all costs using itsthen current systems and procedures, subject to audit and adjustment asrequired to be consistent with this Amendment.

**(d)           “CumulativeGross Margin (OUS)”** shall mean the cumulative Gross Margin(OUS) calculated beginning upon the first Product Launch for Product outsidethe U.S.

**(e)           “GrossMargin (OUS)”**shall mean Net Sales of Products outsidethe U.S., less: (i) Cost of Product Sold (OUS) and (ii) Product Sample Costsfor Product Samples supplied for distribution outside the U.S.**** Notwithstanding the foregoing, for purposes ofcalculating Gross Margin (OUS), in no event shall Product Sample Costs forProduct Samples distributed outside the U.S. exceed commercially reasonablesample quantities.

**(f)            “MajorOUS Market”**shall mean the following countries:  France, Germany, Italy, Spain, UnitedKingdom, and Japan.

**(g)           “Non-BIDProduct”** shall mean a Product other than BID Product.

**(h)           “Non-BIDStudy”** shall mean a clinical trial of a BID Product that comparesa Non-BID Product to a BID Product or that includes a Non-BID Product.

**(i)            “Non-MajorOUS Market”**shall mean any country outside the U.S.that is not a Major OUS Market.

**(j)            “OUS BIDDevelopment Trial Costs”** shall mean Development Costsspecifically attributable to all BID Studies (excluding BID Studies that arenot required for Marketing Approval such as Phase 3B Clinical Trials and Phase4 Clinical Trials), other than any such BID Study that is required to beundertaken to obtain Marketing Approval of BID Product in the U.S.

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**(k)           “OUS BIDCommercialization Trial Costs”** shall mean Commercialization Costsspecifically attributable to all BID Studies undertaken to supportCommercialization outside the U.S. that are not required for Marketing Approvalsuch as Phase 3B Clinical Trials and Phase 4 Clinical Trials.

**(l)            “OUSNon-BID Development Trial Costs”** shall mean Development Costsspecifically attributable to all Non-BID Studies (excluding Non-BIDStudies that are not required for Marketing Approval such as Phase 3B ClinicalTrials and Phase 4 Clinical Trials), other than any such Non-BID Study that isrequired to be undertaken to obtain Marketing Approval of Non-BID Productin the U.S**.**

**(m)          “OUSNon-BID Commercialization Trial Costs”** shall meanCommercialization Costs specifically attributable to all Non-BIDStudies  undertaken to supportCommercialization outside the U.S. that are not required for Marketing Approvalsuch as Phase 3B Clinical Trials and Phase 4 Clinical Trials.

**(n)          **“**Product Plan**” shall mean, for a particularMajor OUS Market, the strategic and tactical medical, marketing and sales plansfor Product(s) of the type and format used from time to time by Lilly for itsown products. For the avoidance of doubt, as of the Amendment Date, thereferenced plans are known internally as “Lilly Affiliate Brand Plans.”

**(o)           “ProductSample”** shall mean a sample (or a voucher for a sample) of Productsupplied for distribution to health care professionals without charge forpromotional, patient initiation, or familiarization purposes.

**(p)           “ProductSample Costs”** shall mean the standard unit cost plusvariances of Product Samples actually distributed in a country after MarketingApproval in such country, calculated in accordance with GAAP samples  accounting methods, consistently applied.    Distribution costs shall be excluded fromthe standard unit cost.  However, ProductSample Costs will be included in the Cost of Product Sold (OUS) (rather than inthe marketing and****selling expense line), and shallreflect the standard Cost of Product Sold plus variances.

**2.             Allocationof OUS Revenues. **Effectivefor OUS revenues accrued on or after January 1, 2007,****Section 4.5(b) of the Agreement shall be eliminated in itsentirety and replaced with the royalty-based structure set forth in this paragraph2, pursuant to which Lilly will retain all revenues from sales of Product inthe Territory outside the U.S. and pay a royalty to Amylin based upon apercentage of Gross Margin (OUS). Commencing on the date when Cumulative Gross Margin (OUS) exceeds $[***]and continuing during the term of the Agreement, Lilly shall pay to Amylinroyalties based on the aggregate annual Gross Margin (OUS) (without adjustmentfor partial calendar years) at the rates set forth below:

**(a)          **[***]% ofthe portion of aggregate Gross Margin (OUS) during a calendar year that isequal to or less than $[***];

**(b)          **[***]% ofthe portion of aggregate Gross Margin (OUS) during a 

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calendaryear that is greater than $[***] but equal to or less than $[***]; and

**(c)          **[***]% ofthe portion of aggregate Gross Margin (OUS) during a calendar year that isgreater than $[***] but equal to or less than $[***]; and

**(d)          **[***]% ofthe portion of aggregate Gross Margin (OUS) during a calendar year that is greaterthan $[***].

Forthe avoidance of doubt, the Parties acknowledge and agree that no royalty shallbe due on the first $[***] of Cumulative Gross Margin (OUS), nor shall suchamount be included in determining the applicable royalty rates set forth above.  The exclusion of the first $[***] inCumulative Gross Margin (OUS) is to be applied one time and not on aproduct-by-product or country-by-country basis. The following sample calculation is provided for purposes ofillustration and clarification only:

 
| **Year** | ** ** | **Annual Gross   Margin (OUS)** | ** ** | **Cumulative Gross   Margin (OUS)** | ** ** | **Royalty Payable   to Amylin** | ** ** |
|----------|------------|------------------------------------------------|------------|----------------------------------------------------|------------|------------------------------------------------|------------|
| 2006     |       | $                                              | [***]      |                                               | $          | [***]                                          |       | [***] |   |
| 2007     |       | $                                              | [***]      |                                               | $          | [***]                                          |       | [***] |   |
| 2008     |       | $                                              | [***]      |                                               | $          | [***]                                          |       | [***] |   |
| 2009     |       | $                                              | [***]      |                                               | $          | [***]                                          |       | $ | [***] (1) |   |
| 2010     |       | $                                              | [***]      |                                               | $          | [***]                                          |       | $ | [***] (2) |   |

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(1)During [***], Cumulative GrossMargin (OUS) first exceeds $[***], and calculation of royalties payable withrespect to Gross Margin (OUS) in excess of $[***] (i.e., $[***]) begins. Theroyalty for [***] would therefore equal $[***] x [***]%, or $[***].

(2)For [***] (the year afterCumulative Gross Margin (OUS) first exceeds $[***]), the royalty payable wouldbe calculated as follows: ($[***] x [***]%) + ($[***] x [***]%) = $[***].

Alsoeffective as of January 1, 2007, all references to “Adjusted OUS OperatingProfit/Loss” in Section 4.9 (a) shall be deleted, and the “OUS Operating ProfitSharing” example calculations found in Schedule 4.5 shall be deleted in theirentirety.  Royalties due under thisparagraph 2 shall be paid by Lilly to Amylin on a [***] basis within [***]([***]) days after the end of [***] for Products sold outside of the U.S.during such [***].  At Lilly’s option,such payment may be made by providing Amylin a credit in the amount of theroyalty due as part of the calculation of periodic settlement payments betweenthe Parties contemplated by Section 4.9(a). Royalties due each [***] under this paragraph 2 shall be subject tosimple interest as follows:  royaltiesdue from Product sales from the [***] of each [***] shall be increased by anamount equal to simple interest for a period of [***], and royalties due fromProduct sales from the [***] of each [***] shall be increased by an amountequal to simple interest for a period of [***]. The interest factor used for a particular [***] shall be equal to therate specified in the Agreement for calculating amounts owed under Section4.9(a) (as described in the letter agreement between the Parties dated June 12,2006.)

**3.             Allocationof OUS Development and Commercialization Costs. **In partial 

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considerationof Amylin foregoing its right to receive any share of the first $[***] ofCumulative Gross Margin (OUS), the Parties hereby agree to the followingallocations with respect to costs outside the U.S.:

**(a)           BIDProducts.** Lilly shall be solely responsible for 100% ofBID Product Commercialization Costs relating to the Commercialization of BIDProducts outside of the U.S. (including without limitation OUS BIDCommercialization Trial Costs), and regardless of whether suchCommercialization Costs were incurred before or after the Amendment Date.Effective as to expenses accrued on or after January 1, 2007, Lilly shall alsobe solely responsible for 100% of BID Product Development Costs relating to Developmentof BID Product for sale outside of the U.S. (including without limitation OUSBID Development Trial Costs). Accordingly, BID Product Commercialization Costs relating specificallyto sale of Product outside of the U.S., and effective January 1, 2007, BIDProduct Development Costs specifically relating to development of BID Productfor sale outside of the U.S., shall not be included in the calculation of theperiodic settlement payments between the Parties contemplated by Section 4.9(a)of the Agreement.  Exhibit C sets forththose clinical trials or other development activities underway as of theAmendment Date and indicates how the expenses thereof shall be shared by theParties, subject to potential adjustment as provided in Paragraph 3(c).   For the avoidance of doubt, it is understoodthat any Development Costs related to development of Non-BID Product for saleoutside the US shall continue to be allocated 80% to Lilly and 20% to Amylin ascontemplated by Section 4.3(a)(ii) of the Agreement.  It is also understood that Amylin shall notbe entitled to reimbursement of any OUS BID Product Commercialization Costs****unless reimbursement is approved in advance by Lilly.

**(b)           Non-BIDProducts.** Section 4.4(a)(ii) of the Agreement is amendedin its entirety, effective January 1, 2007, to read as follows:

**“(ii)   Rest of World.**  Lilly shall pay one hundred percent (100%) ofthe Commercialization Costs for Commercialization of Products in all countriesin the Territory outside the U.S. and Amylin shall pay 0% of suchCommercialization Costs, with the sole exception of OUS Non-BIDCommercialization Trial Costs which shall be allocated 80% to Lilly and 20% toAmylin.”

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Lilly will prepare anddeliver to Amylin, in addition to and concurrently with the [***] compositereports due pursuant to Section 4.9(a), a separate composite report of OUS Non-BIDCommercialization Trial Costs substantially the same in scope, content andformat to the [***] reports of Development Costs due pursuant to Section4.3(b), and the amounts reported in such composite report of OUS Non-BIDCommercialization Trial Costs shall be aggregated with the amounts reported inthe composite reports specified in Section 4.9(a) and included in thecalculation of periodic settlement payments between the Parties contemplated bySection 4.9(a).  The parties recognizethat Lilly does not formally track time spent by OUS FTE’s on Developmentmatters versus time spent by the same individuals on Commercialization matters sothat good faith allocations of FTEs between the categories of Non-BIDCommercial Trial Costs and Non-BID Development Trial Costs may be necessary.

**(c)****           Costs for OUS StudiesUtilized in U.S.**

**(i)****                                   **TheParties recognize that data from certain clinical, health outcomes or otherstudies undertaken for Development or Commercialization purposes relating tocountries outside the U.S. (an “OUS Study”) may generate data that could alsobe utilized for U.S. purposes. Accordingly, the Parties agree as follows:

a.               Except with respectto any Required Study, the Global Development and Commercialization Committee (“GDCC”)****shall, prior to the initiation of any OUS Study, reviewwhether such OUS Study is also expected to generate data that will be utilizedfor U.S. purposes.  If the GDCC agreesthat the OUS Study will also be used for U.S. purposes, (a “Dual Use Study”)then the expense of such Dual Use Study shall be shared in accordance with theDual Use Cost Allocation. In all other cases, the expenses of the OUS Study shallbe shared in accordance with the OUS Study Cost Allocation, but shall besubject to possible later recharacterization as provided in paragraph (d)below. The Parties agree that their respective representatives to the GDCC willact in a reasonable manner with respect to any proposal that an OUS Study beregarded as a Dual Use Study.

b.              Except as providedin paragraph (c) below, if the OUS Study is a Required Study, the expensesthereof shall be shared in accordance with the OUS Study Cost Allocation regardlessof whether such OUS Study is also used in the U.S., and the provisions ofparagraph (d) below shall not apply.

c.               Notwithstandingparagraph (b) above, any OUS Study relating to Non-BID Product that is aRequired Study for Marketing Approval in the European Union (“Europe Non-BIDProduct Registration Study”) shall be prospectively reviewed by the GDCC uponrequest of either Party to determine whether data from such Europe Non-BIDProduct Registration Study is also expected to be used for U.S. purposes.  If the GDCC agrees 

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that data from such Europe Non-BID ProductRegistration Study will be used for U.S. purposes, then such study shall bedeemed a Dual Use Study and the expenses thereof shall be shared in accordancewith the Dual Use Cost Allocation.  Inall other cases, the expense of the Europe Non-BID Product Registration Studyshall be shared in accordance with the OUS Study Cost Allocation, but shall besubject to possible later recharacterization as provided in paragraph (d)below.  The Parties agree that theirrespective representatives to the GDCC will act in a reasonable manner withrespect to any proposal that an OUS Study be regarded as a Dual Use Study.

d.              With respect to (i)any OUS Study that is not a Required Study and that has not previously beendetermined to be a Dual Use Study and (ii) any Europe Non- BID ProductRegistration Study that has not previously been determined to be a Dual UseStudy, either Party shall have the right to request that the allocation ofcosts of any such study be reviewed based upon actual or intended use ornon-use (as defined below in (c) (iii)) of the data therefrom.  In the event either party requests such areview, the GDCC shall review such issue in good faith, and if it concludesthat the study is a Dual Use Study the expenses of such study previouslyincurred shall be reallocated as appropriate in accordance with the Dual UseStudy Cost Allocation. If necessary, an appropriate adjustment shall be made inthe next [***] settlement contemplated by Section 4.9 of the Agreement.  Thereafter, any future expenses of such studyshall be shared in accordance with the Dual Use Cost Allocation, andappropriately reflected in the [***] settlement.  The Parties agree that their respectiverepresentatives to the GDCC will act in a reasonable manner with respect to anyproposal that data from an OUS Study be used in the U.S. In the event the GDCCis unable to agree upon proposed U.S. use of data from an OUS Study, Lilly mayif applicable exercise its right under of Section 3.1(e) (ii) to require thatdata from an OUS Study be utilized in the U.S., but if Lilly exercises suchright, the fact that such data was used in the U.S. shall not be a basis forrecharacterization of the expenses of such OUS Study.

**(ii)****                               **Asused herein:

a.               “OUS Study CostAllocation” shall mean (i) in the event such expenses are related to a BIDProduct and incurred prior to January 1, 2007, the expenses shall be borne 80%by Lilly and 20% by Amylin, (ii) in the event such expenses are related to aBID Product and incurred on or after January 1, 2007, the expenses shall beborne 100% by Lilly, and (iii) in the event such expenses are related toNon-BID Product (regardless of whether such expenses are incurred before orafter January 1, 2007), the expenses shall be borne 80% by Lilly and 20% byAmylin.

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b.              “Dual Use CostAllocation” shall mean 50% of such expenses are borne by Lilly and 50% byAmylin.

c.               “Required Study”shall mean any study required as part of the minimum data package necessary forreceipt of Marketing Approval in the relevant country.  The Parties recognize that the applicationfor Marketing Approval may include additional OUS Studies that are useful, butnot required, and that any such additional study shall not be deemed a RequiredStudy.

**(iii)****                           **Datawill be considered utilized for U.S. purposes if such data is (i) contained inmaterials approved for use in the U.S. by any joint U.S. promotion or U.S.medical/legal/regulatory review body established by the Parties (e.g., thecommittee currently known as SMART), (ii) included in materials utilized by U.S. sales representatives, medicalliaisons, or managed care account representatives, such as promotional slidesets, materials for use in health professional to health professional programs,marketing materials, brochures, or authorized reprints utilized by alliancepersonnel in field or congress settings, (iii) is disclosed for U.S.promotional purposes at U.S. congresses or in U.S. publications or (iv)included in any direct to consumer advertising or consumer directed promotionalmaterials distributed in the U.S.  Datawill not be considered utilized for U.S. purposes merely because such data is(i) used in Third Party U.S. continuing medical education programs, (ii)released by Lilly in U.S. venues  or U.S.publications to service OUS needs, (iii) used with advisory boards,  (iv) filed as required with U.S. RegulatoryAuthorities (but not any pivotal studies) , (v) used in medical informationletters, used to answer unsolicited medical questions, used in reprints used atcongresses to answer unsolicited medical questions, (vi) used in scientificslide decks provided only upon request, (vii) presented at Lilly’s request inposter or abstract form at scientific meetings or congresses or by independentinvestigators where such presentation was not requested by Lilly, or (viii) anymeta based data analysis.

**(iv)****                              **Theprovisions of Section 4.3(a)(iii) of the Agreement shall continue in effect.

**(d)  [***] ReportAdjustment. **The Partieshave previously disagreed as to the responsibility for certain OUSCommercialization Costs.  In order toresolve this dispute,****the periodicsettlement payment contemplated by Section 4.9(a) of the Agreement due to Lillyfor the [***] after the Amendment Date will include an additional $[***] beyondany actual amount due to Lilly, for such [***], with the effect that the amountthat would otherwise be due to Lilly will be increased by $[***].  All future OUS Commercialization Costs shallbe borne by Lilly as provided in paragraph 3.

**(e)           ConformingChanges. **

**(i)           **Section8.1(c) of the Agreement is hereby amended to read

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inits entirety as follows:  “In the eventof any product liability or other Third Party claim in which both Parties areasserted to be liable and neither is entitled to indemnification hereunder, theParties shall treat such Damages as Commercialization Costs if such claimrelates to the U.S. or share such Damages 80% by Lilly and 20% by Amylin ifsuch claim relates to the Territory outside the U.S.  In the case of any such claim relating to theTerritory outside the U.S., (i) any amounts owed to Lilly pursuant to thisSection 8.1(c) shall be paid as part of the periodic settlement processcontemplated under Section 4.9(a) of the Agreement and (ii) in the event such amountis due to Lilly at anytime prior to the expiration of one year from the date ofthe first Product Launch in the first country outside the U.S., the amount dueto Lilly shall initially be treated as a credit against royalties due fromLilly hereunder for such first year, and thereafter any remaining amount dueshall be paid through the periodic settlement process for the [***] immediatelyfollowing such first year. ”

**(ii)**           Section10.4(e) of the Agreement is hereby amended to read in its entirety as follows:  “Each Party shall pay 50% of any expenses(except for the expenses of the non-controlling Party’s counsel, if any) andshall receive 50% of any recovery realized as a result of any litigationpursuant to this Section 10.4 until each Party’s reimbursable expenses havebeen recovered and thereafter share recovery in accordance with each Party’sproportionate interest in Operating Profits and Losses for the U.S., or if suchlitigation relates to the Territory outside the U.S., 80% to Lilly and 20% to Amylin.”

**4.               AuditRights**. The Parties acknowledge each Party’s right to audit under Section 4.9(e)of the Agreement shall include the right to audit any Affiliates of the otherParty as part of an audit where a Party audits the U.S. and/or one or morecountries outside the U.S.  It isunderstood that for purposes of determining responsibility for payment of auditexpenses pursuant to Section 4.9(e), the 5% materiality threshold shall beapplied to the U.S. and any audited OUS countries taken as a whole.

**5.               Reporting.          (a)**Lilly shall provide royalty reporting to Amylin in a form to be mutuallyagreed by the Parties.  Royalty reportingshall be provided [***] together with royalty payments.  Lilly also agrees to undertake [***] updatesto Amylin in any [***] where Lilly anticipates material variances so as toallow Amylin to make financial adjustments in its financial reporting.  It is the Parties’ intention to structurereports to fulfill Amylin reporting needs and be as consistent as possiblewithin existing internal Lilly systems to the extent practical to do so.  Attached hereto as Exhibit A anddescribed below are examples of the royalty reports to be provided.

**(b)**           Lillyshall provide Amylin with the following reports:

**(i)**            a[***] royalty report substantially in the form of Exhibit A within [***] ([***]) days of [***].

**(ii)**           [***] planning report(s) as follows:

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(A)    showinga preliminary [***] ([***]) year royalty projection by country for Major OUSMarkets and in the aggregate for all other countries, the timing of such reportto be consistent with the alliance financial calendar agreed upon by the GDCCeach year; and

(B)    showinga final [***] ([***]) year royalty projection by country for Major OUSMarkets and in the aggregate for all other countries, the timing of such reportto be consistent with the alliance financial calendar agreed upon by the GDCCeach year;

**(iii)**         [***]rolling forecasts showing projections of [***] within [***] days after theforecasts are finalized each [***] by Lilly.

Lilly represents and warrants that Exhibit B to thisAmendment fairly and accurately describes how Lilly currently calculatesforeign currency conversions as referenced in Section 4.9(a) of theAgreement.  It is understood that Lillymay from time to time change its methodology for currency conversions.

**6.          OUSCommercialization Activities.**  Lilly shall have responsibility forCommercialization activities outside the U.S., including development, approvaland implementation of the Commercialization Plan as it relates to the Territoryoutside the U.S. (the “OUS Commercialization Plan”).  Amylin will have advisory input into the OUSCommercialization Plan, but all decisions as to the content of the OUSCommercialization Plan, the OUS Commercialization Budget, and theCommercialization activities to be conducted outside the U.S. shall be made byLilly, provided, however, that Lilly shall comply with its obligations underthe Agreement as modified by this Amendment. Notwithstanding the foregoing, any portion of the Commercialization Planspecifically relating to Non-BID Commercialization Trial Costs shall be subjectto the approval pursuant to the Binding Budget process of the Agreement. Nothing in this Amendment shall be construed as modifying theprovisions in the Agreement related to Manufacturing or to selection oftrademarks, or any other rights that are not specifically changed bythis Amendment, all of which shallcontinue in effect, or any other right of review, approval or participation ofAmylin under the Agreement except to the extent specifically provided in thisAmendment. The terms of the ClinicalResearch Quality Agreement between the Parties dated May 14, 2004 shallcontinue in effect. Through the GDCC, Amylin and Lilly agree to modify theroles and responsibilities guidance for activities outside of the U.S. suchthat Amylin retains its current participation in the Lilly Brand Council I andII processes.  In addition, GDCC willmodify the OUS roles and responsibilities to maintain Amylin’s current abilityto review and provide input into the Affiliate Brand Plans for the Major OUSMarkets.  Lilly and Amylin anticipate theOUS roles and responsibilities document will be updated to include the followingtopics.

·                              Addition ofAmylin Medical and Team management into the Brand Council I and II process.

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·                              Clarificationof Amylin’s ability to review and provide input on OUS Major Market affiliateplans versus review and input of Non-Major OUS Market affiliate plans.

·                              Clarificationof a Brand Council III alliance process that provides Amylin representativesthe appropriate venue and access to personnel to review and provide input onOUS Major Market affiliate plans.

**(a)           Non-MajorOUS Markets.**  If Amylin has business questions regardingbrand management for Product(s) in any Non-Major OUS Market, Lilly’srepresentatives shall address such questions on an ad hoc basis to the extentincluded as approved GDCC agenda items.

**(b)           BudgetSummary**.  Consistentwith the Brand Council Process and Product Plans of Lilly Affiliates, Lillywill provide to Amylin on an [***] basis, a budget summary covering the next[***] for each of the Major OUS Markets in such level of detail and format asthe parties shall agree.  Such summariesshall include external marketing and medical spending as well as sales forceFTEs.  It is understood that any suchbudget shall reflect Lilly’s plans at the time such budget is created but shallnot be binding upon Lilly.  Each suchbudget summary may be modified from time to time by the applicable LillyAffiliate, but Lilly shall provide to Amylin a final Lilly-approved copy thatrepresents the next year’s approved budget plan for such Major OUS Marketpromptly following approval of such plan.

**(c)**           **Long Range Business Plan**. [***], Lilly shall present to Amylin a long-range business plan forCommercialization of Products outside the U.S., including [***].  Such long-range business plans shall be presentedfor each Major OUS Market and in summary fashion for all Non-Major OUSMarkets.  In addition, the business planshall also include, at an OUS consolidated level, [***].

**(d)           BudgetSummary and Business Plan Updates**.  In the [***], Lilly shall provide Amylin(through the GDCC) with updates of the annual budget summary delivered toAmylin pursuant to paragraph 6(b) and any material update to the business planfor the Products.  Each such update shallcover the [***].  The budget summaryupdates will include, without limitation, [***].  In the budget summary updates, for any [***]% or greater discrepancy (provided the discrepancy isat least $[***]) between actual andforecasted amounts, Lilly shall also provide brief explanatory commentsregarding the reason(s) for such discrepancy. At Amylin’s reasonable request, additional discussions and/or questionsrelating to such updates shall occur tothe extent approved as a GDCC topic.

**(e)           ExistingObligations**.   The Parties existing obligations underSections 2.2 and 2.6 of the Agreement shall be deemed modified as necessary tobe consistent with the provisions of this Amendment.

**7.             Exclusionsfrom Binding Budgets. **The Parties agree that Development Costs

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outside the U.S. andCommercialization Costs outside the U.S. that are borne entirely by Lilly arenot subject to the provisions of the Agreement that are specifically applicableto Binding Budgets.  This provision shallnot relieve Lilly from the obligation to use Commercially Reasonable Efforts toCommercialize the Products on a worldwide basis as provided in the Agreement.

**8.          MedicalMeetings.**

**(a)           LillyMeetings. **To the extent that certain Lilly-organized medical meetings relating tocommercialization of Product OUS contain sections on Product, Lilly shall inviteAmylin to attend the specific sections related to Product and provide Amylinwith at least [***] prior written notice of such meetings.  For purposes of clarity, this paragraph shallbe applicable only to the following global and regional conferences (or anysuccessor conferences covering substantially the same topics):

**(i)           **European Clinical Advisory Boards;

**(ii)          **Global Medical Conferences (GMC’s);

**(iii)        **Regional Medical Conferences (RMC’s); and

**(iv)         **Taking Control Peaks and Valleys Conferences (TCPV).

**(b)           AmylinMeetings. **To the extent that certain Amylin-organized medical meetings containsections on Product, Amylin shall invite Lilly to attend the specific sectionsrelated to Product and provide Lilly with at least [***] prior written noticeof such meetings.  For purposes ofclarity, this paragraph shall be applicable only to the following meetings (orany successor meetings covering substantially the same topics):

**(i)           **Amylin’s non-US medical meetings; and

**(ii)          **Amylin’s non-US advisory board meetings.

**9.****                             ****Recalls. **Section 3.1(e)(ii) (A) of the Agreement is herebydeleted.  Section 5.11 of the Agreementis hereby amended to read in its entirety as follows:

“In the event either Partybelieves that a recall or removal from the market of the Product is necessaryin any Regulatory Jurisdiction, it shall immediately notify the other Party,and the Parties shall discuss the appropriate course of action.  In the event of any disagreement between theParties regarding the necessity of a recall or removal, the Marketing Approvalholder for the Regulatory Jurisdiction in question shall make the finaldetermination after considering in good faith the views of the otherParty.  In the event that a RegulatoryAuthority issues a request, directive, or order, or the Marketing Approvalholder determines to recall or remove the Product from the market, the recallshall be the responsibility of the Marketing Approval holder.  Both Parties will cooperate fully with oneanother in conducting the recall.”

----

***CONFIDENTIALTREATMENT REQUESTED

13

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**10.        EntireAgreement. **The Agreement, as amended by this Amendment, embodies the entireunderstanding of the Parties and shall supersede all previous communications,representations and understandings, whether oral, written or otherwise, betweenthe Parties relating to the subject matter hereof.  Except as specifically amended by thisAmendment, the terms and conditions of the Agreement shall remain in full forceand effect.

**11.        GoverningLaw. **This Amendment shall be governed by, and construed and enforced inaccordance with, the laws of the State of New York, excluding its conflicts oflaws principles.

**12.        Counterparts. **This Amendment may beexecuted in counterparts, each of which shall be deemed an original document,and all of which, together with this writing, shall be deemed one instrument.

**IN WITNESS WHEREOF,** theParties hereto have duly executed this Amendment as of the Amendment Date.
| **ELI LILLY AND COMPANY** |                         | **AMYLIN PHARMACEUTICALS, INC.** |
|---------------------------|------------------------------|----------------------------------|
| ** **                |                         | ** **                       |
| By:                       | /s/ Bryce D. Carmine         |                             | By: | /s/ Daniel M. Bradbury |
|                      |                         |                             |
| Name:                     | Bryce D. Carmine             |                             | Name: | Daniel M. Bradbury |
|                      |                         |                             |
| Title:                    | President, Global Brand Dev. |                             | Title: | President and Chief Operating  Officer |
|                           |                              |                                  |  |  |  |  |  |  |

 

14

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**EXHIBIT A**

REPORTS

 

 
| **Byetta OUS Gross  Margin Royalty Calculation** | ** ** | ** **              | ** ** | ** **                      | ** ** | ** **          | ** ** | ** **               | ** ** |
|--------------------------------------------------|------------|-------------------------|------------|---------------------------------|------------|---------------------|------------|--------------------------|------------|
| **For the  [***]**                               | ** ** | ** **              | ** ** | ** **                      | ** ** | ** **          | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                       | ** ** | ** **              | ** ** | ** **                      | ** ** | ** **          | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                       | ** ** | ** **              | ** ** | ** **                      | ** ** | ** **          | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Country/Affiliate**                            | ** ** | **Net Sales**      | ** ** | **Foreign  Exchange Rate** | ** ** | **Net Sales**  | ** ** | **Std. Cost  COPS** | ** ** | **Std. Cost  Samples** | ** ** | **Gross  Margin** | ** ** |
| ** **                                       | ** ** | **Local Currency** | ** ** | ** **                      | ** ** | **US Dollars** | ** ** | ** **               | ** ** |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | $[***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
| [***]                                            |       | [***]                   |       | [***]                           |       | $[***]              |       | [***]                    |       | [***] |   | $[***] |   |
|                                             |       |                    |       |                            |       | $[***]              |       | [***]                    |       | $[***] |   | $[***] |   |

 
| OUS Distribution                             |   [***] |
|----------------------------------------------|--------------|
| OUS Mfg  Variances - favorable/(unfavorable) | $[***]       |
|                                         |         |
| Total PUS Gross  Margin                      | $[***]       |
|                                         |         |
| **OUS  G.M. Royalty***                       | **$[***]**   |

 

*Illustrative only — early years will also have to reflect adjustmentfor cumulative

gross margin on which noroyalty will be due.

----

***CONFIDENTIALTREATMENT REQUESTED

----

**Byetta 5mcg SalesSupplemental**

For the [***]

All in [***]
| **Country/Affiliate** | ** ** | **Sales Units**    | ** ** | **Net Sales** | ** ** | **Foreign  Exchange  Rate** | ** ** | **Net Sales** | ** ** | **Std. Cost   COPS** | ** ** |
|-----------------------|------------|-------------------------|------------|--------------------|------------|-----------------------------|------------|--------------------|------------|--------------------------------|------------|
| ** **            | ** ** | **Local Currency** | ** ** | ** **         | ** ** | **US Dollars**         | ** ** |
|                  |       |                    | ** ** | **In mils**        |       |                        |       |               |       |                           |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
|                  |       | [***]                   |       |               |       |                        |       | $[***]             |       | $[***]                         |       |

 

----

***CONFIDENTIALTREATMENT REQUESTED

 

2

----

**Byetta 10mcg Sales Supplemental**

For the [***]
| **Country/Affiliate** | ** ** | **Sales Units**    | ** ** | **Net Sales** | ** ** | **Foreign  Exchange  Rate** | ** ** | **Net Sales** | ** ** | **Std. Cost   COPS** | ** ** |
|-----------------------|------------|-------------------------|------------|--------------------|------------|-----------------------------|------------|--------------------|------------|--------------------------------|------------|
| ** **            | ** ** | **Local Currency** | ** ** | ** **         | ** ** | **US Dollars**         | ** ** |
| ** **            | ** ** | ** **              | ** ** | **in mils**   | ** ** | ** **                  | ** ** | ** **         | ** ** | ** **                     | ** ** |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
| [***]                 |       | [***]                   |       | [***]              |       | [***]                       |       | $[***]             |       | $[***]                         |       |
|                  |       | [***]                   |       |               |       |                        |       | $[***]             |       | $[***]                         |       |

 

**Byetta Samples Supplemental**

For the [***]

 
| ****Country/Affiliate | ** ** | **Sample Units  in mils** | ** ** | ****   | ** ** | ****   | ** ** | **Std. Cost  Samples  in mils** | ** ** | ** ** |
|-----------------------|------------|-------------------------------------|------------|--------|------------|--------|------------|-------------------------------------------|------------|------------|
| [***]                 |       | [***]                               |       |   |       |   |       | $[***]                                    |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
| [***]                 |       | [***]                               |       |   |       |   |       | [***]                                     |       |       |
|                  |       | [***]                               |       |   |       |   |       | $[***]                                    |       |       |

 

----

***CONFIDENTIALTREATMENT REQUESTED

3

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**EXHIBIT B**

**Lilly Foreign Currency Conversion Methodology**

Monthend FX spot exchange rates are pulled from a reliable source, or calculated bythe affiliate when required for statutory purposes, at each month end andloaded into Lilly Enterprise System. These rates are used to translate income statement totals into U.S.dollars for reporting purposes in the subsequent month.  For example, the EUR/USD spot exchange ratepulled on or near April 30 becomes the rate for translation of income statementtransactions recorded during the month of May for all EUR-denominatedsubsidiaries for consolidated reporting purposes.  The end result is a weighted average exchangerate being used to convert foreign currency income statement totals into U.S.dollars throughout the quarter/year. Except as may otherwise be required by law, these rates shall conform toan independent worldwide exchange rate authority such as Reuters or the WallStreet Journal (based on rates posted on or near the last business day of theapplicable month).

 

4

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**EXHIBIT C**

**Ongoing Development and Commercialization Study Costs***
|  Trial/Study  Description |   | US Split  50/50 |   | OUS Split  80L/20A |   | Beginning 1/1/07  OUS 100% Lilly |   | Beginning 1/1/06  OUS 100% Lilly |   |
|--------------------------------|--------|-----------------|--------|--------------------|--------|----------------------------------|--------|----------------------------------|--------|
| [***]                          |   |            |   |               |   |                             |   |                             |   |
| [***]                          |   |            |   |               |   | X                                |   |                             |   |
| [***]                          |   |            |   |               |   | X                                |   |                             |   |
| [***]                          |   |            |   |               |   | X                                |   |                             |   |
| [***]                          |   |            |   |               |   | X                                |   |                             |   |
| [***]                          |   |            |   |               |   | X                                |   |                             |   |
| [***]                          |   |            |   |               |   | X                                |   |                             |   |
| [***]                          |   |            |   |               |   |                             |   |                             |   |
| [***]                          |   |            |   |               |   | X                                |   |                             |   |
| [***]                          |   |            |   |               |   | X                                |   |                             |   |
| [***]                          |   |            |   |               |   | X                                |   |                             |   |
| [***]                          |   |            |   |               |   | X                                |   |                             |   |
| [***]                          |   |            |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |
| [***]                          |   | X               |   |               |   |                             |   |                             |   |

 

*Subjectto recharacterization as provided in Paragraph 3(c) of this Amendment.

----

***CONFIDENTIALTREATMENT REQUESTED

----

 
| Trial/Study  Description |   | US Split  50/50 |   | OUS Split  80L/20A |   | Beginning 1/1/07  OUS 100% Lilly |   | Beginning 1/1/06  OUS 100% Lilly |   |
|--------------------------|--------|-----------------|--------|--------------------|--------|----------------------------------|--------|----------------------------------|--------|
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   |            |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   |            |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   |            |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   | X               |   |               |   |                             |   |                             |   |
| [***]                    |   |            |   |               |   |                             |   |                             |   |
| [***]                    |   |            |   |               |   |                             |   | X                                |   |
| [***]                    |   |            |   |               |   |                             |   | X                                |   |
| [***]                    |   |            |   |               |   |                             |   | X                                |   |
| [***]                    |   |            |   |               |   |                             |   | X                                |   |
| [***]                    |   |            |   |               |   |                             |   | X                                |   |

 

----

***CONFIDENTIALTREATMENT REQUESTED

 

2

----