Exhibit 10.15  AMYLIN PHARMACEUTICALS, INC. AMENDED AND RESTATED OFFICER CHANGE IN CONTROL SEVERANCE BENEFIT PLAN  SECTION 1.INTRODUCTION  This Amylin Pharmaceuticals, Inc. Amended and Restated Officer
Change in Control Severance Benefit Plan (the Plan)
is designed to provide separation pay and benefits to Covered Employees, as
such term is defined below, and hereby amends and restates through November 1,
2008 the Amylin Pharmaceuticals, Inc. Amended and Restated Officer Change
in Control Severance Benefit Plan that was originally established effective February 8,
2001, and last amended and restated on August 6, 2007 (the Prior Plan).  This document constitutes the written
instrument under which the Plan is maintained and supersedes any prior plan or
practice of the Company that provides for the payment of severance benefits to
Covered Employees in the form of cash and equity related benefits, including
but not limited to the Prior Plan, except to the extent Covered Employees are
parties to written agreements with the Company that expressly contemplate that
such persons are also eligible to participate in the Plan.  .  SECTION 2.DEFINITIONS  For purposes of this Plan, the following terms shall have the meanings
set forth below:  (a)Affiliate
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other
then the last corporation in the unbroken chain owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.  (b)Board
means the Board of Directors of the Company  (c)Causemeans, with respect to a Covered Employee, that, in the reasonable
determination of the Company, such Covered Employee has (i) been convicted
of or pleaded guilty or nolo contendere
to a felony or any crime involving moral turpitude or dishonesty; (ii) participated
in a fraud or act of dishonesty against the Company; (iii) willfully and
materially breached a Company policy; (iv) intentionally damaged the
Companys property; (v) willfully and materially breached such Covered
Employees Proprietary Information and Inventions Agreement with the Company; (vi) engaged
in conduct that demonstrates gross unfitness to serve; or (vii) repeatedly
failed to satisfactorily perform job duties to which such Covered Employee
previously agreed in writing. The conduct described under clauses (iii), (vi) and
(vii) above will only constitute Cause if such conduct is not cured within
90 days after the Covered Employees receipt of written notice from the Company
or the Board specifying the particulars of the conduct that may constitute
Cause.  (d)Change
in Control means the occurrence of any of the following:  (i)any
person, as such term is used in Sections 13(d) and 14(d) of the
Securities and Exchange Act of 1934, as amended from time to time, and any
successor statute


(the Exchange
Act) (other than the Company, a subsidiary, an Affiliate, or a Company
employee benefit plan, including any trustee of such plan acting as trustee) is
or becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Companys then
outstanding securities other than by virtue of a merger, consolidation or
similar transaction;  (ii)there
is consummated a sale or other disposition of all or substantially all of the
assets of the Company (other than a sale to an entity where at least 50% of the
combined voting power of the voting securities of such entity are owned by the
stockholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale);  (iii)there
is consummated a merger, consolidation or similar transaction involving
(directly or indirectly) the Company and, immediately after the consummation of
such transaction, the stockholders immediately prior to the consummation of
such transaction do not own, directly or indirectly, outstanding voting
securities representing more than 50% of the combined outstanding voting power
of the surviving entity in such transaction or more than 50% of the combined
outstanding voting power of the parent of the surviving entity in such
transaction.  (e)Company
means Amylin Pharmaceuticals, Inc., a Delaware corporation and its
Affiliates, or following a Change in Control, the surviving entity resulting
from such transaction.  (f)Compensation
Committee means the Compensation Committee of the Board.  (g)Constructive
Termination means, with respect to a Covered Employee, that such Covered
Employee voluntarily terminates his or her employment with the Company (A) after
(1) any of the following are undertaken without Cause and without such
Covered Employees express written consent; (2) the Covered Employee
notifies the Company in writing, within ninety (90) days after the occurrence
of one of the following events, which notice specifies the condition giving
rise to a Constructive Termination and that the Covered Employee intends to
terminate his employment no earlier than thirty (30) days after the Companys
receipt of such notice; and (3) the Company does not cure such condition
within thirty (30) days following its receipt of such notice or states
unequivocally in writing that it does not intend to attempt to cure such
condition; and (B) such voluntary termination occurs within thirty (30)
days following the end of the period within which the Company was entitled to
remedy the condition giving rise to a Constructive Termination but failed to do
so:  (i)a
material reduction by the Company of such Covered Employees annual base salary
as in effect during the last regularly scheduled payroll period immediately
prior to the period commencing 90 days prior to the applicable Change in
Control (or as increased thereafter), unless such reduction is made pursuant to
an across-the-board reduction of the base salaries of all similarly situated
Covered Employees of no more than ten percent (10%);  (ii)such
Covered Employees relocation, or the relocation of the Companys principal
executive offices if such Covered Employees principal office is at such
offices by  2


more than
fifty (50) miles from the location at which such Covered Employee was
performing his or her duties immediately prior to the 90 day period preceding
the applicable Change in Control, except for required travel on the Companys
business to an extent substantially consistent with such Covered Employees
business travel obligations immediately prior to the commencement of such
period;  (iii)such
Covered Employees assignment during the period beginning ninety (90) days
prior to and ending thirteen (13) months after the applicable Change in Control
of any duties or responsibilities that results in a material diminution in such
Covered Employees authority, duties or responsibilities from those in effect
immediately prior to the commencement of such period; provided, however, that
with respect only to those Covered Employees serving as the Chief Executive
Officer and/or Chief Financial Officer of the Company immediately prior to the
commencement of such period (each a Key
Executive), if (i) in the case of the Key Executive so
serving as Chief Executive Officer (the CEO),
such Key Executive shall no longer report during such period directly to the
Board of Directors of the Company or, following such Change in Control, shall
not report directly to the board of directors of the publicly traded entity
that is, or is part of the controlled group that includes, the successor or
acquiring party in such Change in Control or (ii) in the case of the Key
Executive so serving as Chief Financial Officer, there shall be a material
diminution in the authority, duties or responsibilities of the supervisor to
whom such Key Executive is required to report (including without limitation by
reason of such Key Executive continuing to report to the CEO during such period
but the CEO at any time during such period no longer reporting directly to the
Board of Directors of the Company or, following such Change in Control, not
reporting directly to the board of directors of the publicly traded entity that
is, or is part of the controlled group that includes, the successor or
acquiring party in such Change in Control) and/or a requirement that either
such Key Executive or his or her supervisor shall report to a corporate officer
or employee instead of reporting directly to the CEO), then, without
limitation, in each case such Key Executive shall be considered to have
suffered a material diminution in such Key Executives authority, duties or
responsibilities; or  (iv)a
material breach by the Company of any provision of this Plan or any enforceable
written agreement between such Covered Employee and the Company.  (h)Covered
Employee means a person eligible to participate in the Plan as provided in
Section 3 herein.  (i)Covered
Termination means either a Constructive Termination or an Involuntary
Termination Without Cause.  (j)Disabilitymeans the Covered Employee is prevented from performing his duties
hereunder by reason of any physical or mental incapacity that results in the
Covered Employees satisfaction of all requirements necessary to receive
benefits under the Companys long-term disability plan due to a total
disability.  (k)Executive
Officer means an officer who has been designated by the Company as an
executive officer who is subject to Section 16 of the Securities Exchange
Act of 1934.  3


(l)Involuntary
Termination Without Cause means with respect to a Covered Employee such
Covered Employees dismissal or discharge by the Company for a reason other
than for Cause.  The termination of a
Covered Employees employment will not be deemed to be an Involuntary
Termination Without Cause if such Covered Employees termination occurs as a
result of such Covered Employees death or Disability.  (m)Payment
Commencement Date means, with respect to a Covered Termination, (i) if
such Covered Termination occurs prior to the effective date of the applicable
Change in Control, the later of (A) the effective date of such Change in
Control or (B) the effective date of the Release required by Section 4(e) or
(ii) if such Covered Termination occurs on or after the effective date of
the applicable Change in Control, the later of (X) the date of such
Covered Termination or (Y) the effective date of the Release required by Section 4(e).  (n)Plan Administrator has the meaning as provided in Section 7.  (o)Qualified Plan means a plan sponsored by the Company or an
Affiliate that is intended to be qualified under Section 401(a) of
the Internal Revenue Code.  (p)Substantial
Risk of Forfeiture Lapse Date means, with respect to a Covered
Termination, (i) if such Covered Termination occurs prior to the effective
date of the applicable Change in Control, the effective date of such Change in
Control, or (ii) if such Covered Termination occurs on or after the
effective date of the applicable Change in Control, the date of such Covered
Termination.  SECTION 3.ELIGIBILITY AND PARTICIPATION  A person is eligible to participate in the Plan if (i) such person
is an employee of the Company or an Affiliate with the title of Vice-President
or higher; (ii) such person has not entered into a separate individual severance
benefit or change in control agreement with the Company (excluding any plan
or arrangement, or any portion thereof, relating to equity compensation) except
to the extent such person is a party to a written agreement with the Company
that expressly contemplates that such person is also eligible to participate in
the Plan; (iii) the Board has designated such person as eligible to
participate in the Plan; and (iv) such persons employment with the
Company terminates due to either (A) an Involuntary Termination at any
time during the period beginning ninety (90) days prior to and ending thirteen
(13) months following the effective date of a Change in Control, or (B) a
Constructive Termination for which the condition set forth in Section 2(g)(i)-(iv),
as applicable, giving rise to the right to resign due to a Constructive
Termination occurred at any time during the period beginning ninety (90) days
prior to and ending thirteen (13) months following the effective date of a
Change in Control.  The determination of
whether an employee is a Covered Employee shall be made by the Company, in its
sole discretion, and such determination shall be binding and conclusive on all
persons.  SECTION 4.BENEFITS  Plan benefits will not affect a Covered Employees rights to payment of
any other compensation from the Company that has been earned by the Covered
Employee but has not yet been paid at the time of the Covered Termination.  Provided that all conditions for receiving
benefits under  4


the Plan are met, each Covered Employee is eligible to receive the
following benefits:  (a)Salary
Continuation Payments.  The Company
shall continue to pay the Base Salary of each Covered Employee, as in effect on
the date of the applicable Covered Termination, for the number of months
following the Payment Commencement Date set forth in the following table based
on the most senior employment title of such Covered Employee in effect at the
time of such Covered Termination:  Title
  
  Base Salary
  Continuation PeriodChief Executive Officer or President
  
  36 monthsExecutive Officer
  
  24 monthsVice President other than Executive Officer
  
  18 months
  Such amounts shall be paid to each such
Covered Employee in regular installments on the normal payroll dates of the
Company commencing with the first payroll period following the Payment
Commencement Date.  Any salary
continuation payments that any Covered Employee receives hereunder shall be
subject to all required tax withholding.  Base Salary
shall mean the Covered Employees base pay (excluding incentive pay, premium
pay, commissions, overtime, bonuses and other forms of variable compensation),
at the rate in effect during the last regularly scheduled payroll period
immediately preceding the date of the Covered Termination, and prior to any
reduction in base salary that would permit such Covered Employee to voluntarily
terminate employment in a Constructive Termination pursuant to Section 2(g)(i).  (b)Bonus
Payment.The Company shall pay to
each Covered Employee a percentage of such Covered Employees Maximum Potential
Bonus (defined below) as set forth in the following table based on the most
senior employment title of such Covered Employee in effect at the time of the
applicable Covered Termination:  5


Title
  
  Percentage of
  Maximum Bonus PotentialChief Executive Officer or President
  
  300
  %Executive Officer
  
  200
  %Vice President other than Executive Officer
  
  100
  %
  Maximum Potential Bonus
means:  (i) if,
on or prior to the date of the Covered Termination, the Compensation Committee
shall have approved an Executive Cash Bonus Plan or similar plan applicable to
such Covered Employee and related Company and/or Covered Employee individual
performance goals thereunder (collectively, Cash Bonus
Plan) applicable for the year in which such Covered Termination
occurs, the maximum full year cash bonus payable to such Covered Employee under
such Cash Bonus Plan as if 100% of all such performance goals were attained for
such year;  (ii) if,
on or prior to the date of the Covered Termination, the Compensation Committee
shall not have approved a Cash Bonus Plan applicable to such Covered Employee
for the year in which such Covered Termination occurs, but a Cash Bonus Plan
applicable to such Covered Employee exists for the year immediately preceding
the year in which such Covered Termination occurs, the maximum full year cash
bonus payable to such Covered Employee under the Cash Bonus Plan in effect for
such immediately preceding year as if 100% of all applicable performance goals
were attained; or  (iii) if,
on or prior to the date of the Covered Termination, the Compensation Committee
shall not have approved a Cash Bonus Plan applicable to such Covered Employee
for either the year in which such Covered Termination occurs or the immediately
preceding year, the largest maximum full year cash bonus payable to any other
Company officer with an employment title equivalent to or below the employment
title of such Covered Employee as of the date of the Covered Termination, under
either a Cash Bonus Plan in effect for the year of such Covered Termination or
the immediately preceding the year as if 100% of all applicable performance
goals were attained.  Any such bonus payment pursuant to this Section 4(b) shall
be in a single lump sum to be paid within ten (10) days following the
Payment Commencement Date.  Any bonus
payments that any Covered Employee receives shall be subject to all required
tax withholding.  (c)COBRA
Premium Benefits.  If a Covered
Employee is eligible to elect continued group health plan coverage under
Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA)
following a Covered Termination, regardless of whether the Covered Employee
makes an election for continued COBRA coverage, the Company shall pay a single  6


lump sum payment
equal to 140% of the full amount of the Covered Employees COBRA premiums for
the Covered Employees continued coverage under the Companys group health
plans, including the cost of coverage for the Covered Employees eligible
dependents, for a period of eighteen (18) months.  For purposes of this Section 4(c),
references to COBRA premiums shall not include any amounts payable by the
Covered Employee under an Internal Revenue Code Section 125 health care
reimbursement plan.  Any such payment
that such Covered Employee receives shall be subject to all required tax
withholding and shall be paid in a single lump sum within ten (10) days
following the Payment Commencement Date.  (d)Equity
Award Vesting Acceleration Benefits. 
Effective as of the date of the Covered Employees Covered Termination: (i) the
vesting and exercisability of all outstanding options to purchase the Companys
common stock that are held by the Covered Employee on such date shall be
accelerated in full as of the date of such Covered Termination, (ii) any
reacquisition or repurchase rights held by the Company in respect of common
stock issued pursuant to any other stock award granted to the Covered Employee
by the Company shall lapse in full as of the date of such Covered Termination,
and (iii) the vesting of any other stock awards granted to the Covered
Employee by the Company, and any issuance of shares triggered by the vesting of
such stock awards, shall be accelerated in full as of the date of such
Covered  Termination.   If the Covered Termination occurs prior to
the effective date of the applicable Change in Control, such vesting
acceleration shall be deemed effective as of the date of the Covered
Termination.  Notwithstanding the
foregoing, this Section 4(d) shall not apply to stock awards issued
under or held in any Qualified Plan.  (e)Conditions
to Receipt of Benefits.   In order to
be eligible to receive any benefits under the Plan, a Covered Employee also
must satisfy each of the following conditions:  (i)The
Covered Employee or his or her representative must execute a general waiver and
release of claims in  substantially the
form attached hereto as Exhibit A, Exhibit B or Exhibit C, as
appropriate (the Release), within the time
period set forth therein, but in no event later than (i) if a Change in
Control shall have occurred prior to such Covered Termination, forty-five (45)
days following termination of employment or (ii) if a Change in Control
shall not have occurred prior to such Covered Termination, the later of (A) forty-five
(45) days following termination of employment or (B) ten (10) days
following the effective date of such Change in Control, and such release must
become effective in accordance with its terms. 
The Company, in its discretion, may modify the form of the required
Release at any time to comply with applicable law and shall determine the form
of the required Release, which may be incorporated into a termination agreement
or other agreement with the Covered Employee.  (ii)Following
any notification of Involuntary Termination Without Cause by the Company, the
Covered Employee must reasonably satisfactorily perform his or her assigned job
duties until the date set by the Company for the termination of employment,
which date may not exceed thirty (30) days following such notification.  (f)Termination
of Benefits.  With respect to each
Covered Employee, benefits under this Plan shall terminate immediately if such
Covered Employee, at any time, violates any provision of the Proprietary
Information and Inventions Agreement or any other proprietary information,
confidentiality or non-solicitation obligation to the Company.  7


(g)Non-Duplication
of Benefits.  No Covered Employee is
eligible to receive benefits under this Plan more than one time.  (h)Offset
for Indebtedness.  If a Covered
Employee is indebted to the Company at his or her termination date, the Company
reserves the right to offset any salary continuation severance payments or
other payments under the Plan by the amount of such indebtedness.  Additionally, if a Covered Employee is
subject to withholding for taxes related to any non-Plan benefits, the Company
may offset any salary continuation severance payments or other payments under
the Plan by the amount of such withholding taxes.  (i)Certain
Reductions.The Company, in its sole
discretion, shall have the authority to reduce a Covered Employees benefits
under this Plan, in whole or in part, by any other severance benefits, pay in
lieu of notice, or other similar benefits payable to the Covered Employee by
the Company or an Affiliate of the Company that become payable in connection
with the Covered Employees termination of employment pursuant to any
applicable legal requirement, including, without limitation, the Worker
Adjustment and Retraining Notification Act, the California Plant Closing Act,
or any other similar state law, and the Plan Administrator shall so construe
and implement the terms of the Plan; provided, however, that notwithstanding
the foregoing and any other provision in the Plan to the contrary, such
reductions shall in no event reduce the cash severance benefits provided under
this Plan to less than two (2) weeks of Base Salary (as such term is
defined above).  The Companys decision
to apply such reductions to any particular Covered Employee and the amount of
such reductions shall in no way obligate the Company to apply the same
reductions in the same amounts to any other Covered Employee, even if similarly
situated.  In the Companys sole
discretion, such reductions may be applied on a retroactive basis, with salary
continuation severance payments or other severance benefits previously paid being
re-characterized as payments pursuant to the Companys statutory obligation.  (j)Deferred
Compensation. Notwithstanding
anything to the contrary set forth herein, any payments and benefits provided
under this Plan (the Severance Benefits)
that constitute deferred compensation within the meaning of Section 409A
of the Code and the regulations and other guidance thereunder and any state law
of similar effect (collectively Section 409A)
shall not commence in connection with a Covered Employees termination of
employment unless and until the Covered Employee has also incurred a separation
from service (as such term is defined in Treasury Regulation Section 1.409A-1(h) (Separation From Service), unless
the Company reasonably determines that such amounts may be provided to the
Covered Employee without causing the Covered Employee to incur the additional
20% tax under Section 409A. 
Severance Benefits payable under the Plan on or before March 15 of
the calendar year following the calendar year including the Substantial Risk of
Forfeiture Lapse Date are intended to constitute separate payments for purposes
of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will
be payable pursuant to the short-term deferral rule set forth in Section 1.409A-1(b)(4) of
the Treasury Regulations.  Severance
Benefits payable under the Plan after March 15 of the calendar year
following the calendar year including the Substantial Risk of Forfeiture Lapse
Date are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations made upon an involuntary termination from service and
payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations, to the maximum extent permitted by said provision, with any excess
amount being regarded as subject  8


to the
distribution requirements of Section 409A(a)(2)(A) of the Internal
Revenue Code of 1986, as amended (the Code),
including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of
the Code that payment to the Covered Employee be delayed until 6 months after
separation from service if the Covered Employee is a specified employee
within the meaning of the aforesaid section of the Code at the time of such
separation from service.  SECTION 5.PARACHUTE PAYMENTS  In the event that the payments provided
herein and benefits otherwise payable to a Covered Employee (i) constitute
parachute payments within the meaning of Section 280G of the Code, or
any comparable successor provisions, and (ii) but for this Section 5
would be subject to the excise tax imposed by Section 4999 of the Code, or
any comparable successor provisions (the Excise Tax),
then such Covered Employees benefits hereunder shall be either:  (i)provided
to such Covered Employee in full, or  (ii)provided
to such Covered Employee as to such lesser extent which would result in no
portion of such benefits being subject to the Excise Tax,  whichever of the foregoing amounts, when taking into account applicable
federal, state, local and foreign income and employment taxes, the Excise Tax,
and any other applicable taxes, results in the receipt by such Covered
Employee, on an after-tax basis, of the greatest amount of benefits,
notwithstanding that all or some portion of such benefits may be taxable under
the Excise Tax (the Reduced Amount).  If a reduction in payments or benefits
constituting parachute payments is necessary so that the Payment equals the
Reduced Amount, reduction shall occur in the following order:  reduction of cash payments; cancellation of
accelerated vesting of stock awards; reduction of employee benefits.  If acceleration of vesting of stock award compensation
is to be reduced, such acceleration of vesting shall be cancelled in the
reverse order of the date of grant of the Covered Employees stock awards.  Unless the Company and such Covered Employee otherwise agree in
writing, any determination required under this Section 5 shall be made in
writing in good faith by the Companys independent certified public accountants
(the Accountants).  For purposes of making the calculations
required by this Section 5, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of the Code,
and other applicable legal authority. 
The Company and such Covered Employee shall furnish to the Accountants
such information and documents as the Accountants may reasonably request in order
to make a determination under this Section 5.  The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this Section 5.  If, notwithstanding any reduction described
in this Section 5, the IRS determines that such Covered Employee is liable
for the Excise Tax as a result of the receipt of the payment of benefits as
described above, then such Covered Employee shall be obligated to pay back to
the Company, within thirty (30) days after a final IRS determination or in the
event that such Covered Employee challenges the final IRS determination, a final
judicial determination, a  9


portion of the payment equal to the Repayment
Amount.  The Repayment
Amount with respect to the payment of benefits shall be the smallest such
amount, if any, as shall be required to be paid to the Company so that such
Covered Employees net after-tax proceeds with respect to any payment of
benefits (after taking into account the payment of the Excise Tax and all other
applicable taxes imposed on such payment) shall be maximized.  The Repayment Amount with respect to the
payment of benefits shall be zero if a Repayment Amount of more than zero would
not result in such Covered Employees net after-tax proceeds with respect to
the payment of such benefits being maximized. 
If the Excise Tax is not eliminated pursuant to this paragraph, such
Covered Employee shall pay the Excise Tax.  Notwithstanding any other provision of this Section 5,
if (i) there is a reduction in the payment of benefits as described in
this Section 5, (ii) the IRS later determines that such Covered
Employee is liable for the Excise Tax, the payment of which would result in the
maximization of such Covered Employees net after-tax proceeds (calculated as
if such Covered Employees benefits had not previously been reduced), and (iii) such
Covered Employee pays the Excise Tax, then the Company shall pay to such
Covered Employee those benefits which were reduced pursuant to this Section 5
contemporaneously or as soon as administratively possible after such Covered
Employee pays the Excise Tax so that such Covered Employees net after-tax
proceeds with respect to the payment of benefits is maximized.  If a Covered
Employee either (i) brings any action to enforce such Covered Employees
rights pursuant to this Section 5, or (ii) defends any legal
challenge to such Covered Employees rights hereunder, such Covered Employee
shall be entitled to recover attorneys fees and costs incurred in connection
with such action, regardless of the outcome of such action; provided, however,
that in the event such action is commenced by such Covered Employee, the court
finds the claim was brought in good faith.  SECTION 6.COMPANY PROPERTY.  A Covered
Employee will not be entitled to any benefit under the Plan unless and until
the Covered Employee returns all Company Property, except to the extent such
obligation is waived in writing by the Company. 
For this purpose, Company Property
means all Company and/or Affiliate documents (and all copies thereof) and other
Company and/or Affiliate property which the Covered Employee had in his or her
possession at any time, including, but not limited to, Company and/or Affiliate
files, notes, drawings records, plans, forecasts, reports, studies, analyses,
proposals, agreements, financial information, research and development
information, sales and marketing information, operational and personnel
information, specifications, code, software, databases, computer-recorded
information, tangible property and equipment (including, but not limited to,
leased vehicles, computers, facsimile machines, mobile telephones, servers),
credit cards, entry cards, identification badges and keys; and any materials of
any kind which contain or embody any proprietary or confidential information of
the Company and/or an Affiliate (and all reproductions thereof in whole or in
part).  As a condition to receiving
benefits under the Plan, Covered Employees must not make or retain copies,
reproductions or summaries of any such Company or Affiliate property.  10


SECTION 7.ADMINISTRATION AND OPERATION OF THE PLAN  The Company is the Plan Sponsor
and the Plan Administrator of the
Plan, as such terms are defined in the Employee Retirement Income Security Act
of 1974 (ERISA).  The Company, in its capacity as Plan
Administrator of the Plan, is the named fiduciary that has the authority to
control and manage the operation and administration of the Plan.  The Company has the sole discretion to make
such rules, regulations, interpretations of the Plan and computations and shall
take such other action to administer the Plan as it may deem appropriate in its
sole discretion.  Such rules,
regulations, interpretations, computations, and other actions shall be
conclusive and binding upon all persons. 
The Company may engage the services of such persons or organizations to
render advice or perform services with respect to its responsibilities under
the Plan as it shall determine to be necessary or appropriate.  Such persons or organizations may include
(without limitation) actuaries, attorneys, accountants and consultants.  Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan.  The
responsibilities of the Company under the Plan shall be carried out on its
behalf by its directors, officers, employees and agents, acting on behalf or in
the name of the Company in their capacity as directors, officers, employees and
agents and not as individual fiduciaries. 
The Company may delegate any of its fiduciary responsibilities under the
Plan to another person or persons pursuant to a written instrument that
specifies the fiduciary responsibilities so delegated to each such person.  The Company may also delegate the administration of some or all of the
provisions of the Plan to a committee or committees consisting of one or more
persons appointed by the Company (Committee).  If administration of the Plan is delegated to
a Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Company that have been
delegated to the Committee, including the power to delegate to a subcommittee
of the Committee any of the administrative powers the Committee is authorized
to exercise (and references in this Plan to the Company shall thereafter be to
the Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Company.  SECTION 8.CLAIMS, INQUIRIES AND APPEALS  (a)Applications
for Benefits and Inquiries.  Any
application for benefits, inquiries about the Plan or inquiries about present
or future rights under the Plan must be submitted to the Plan Administrator in
writing by an applicant (or his or her authorized representative) to:  Attention: Corporate Secretary Re: Officer Change in Control Severance
Benefit Plan Amylin Pharmaceuticals, Inc. 9360 Towne Centre Drive San Diego, California 92121  (b)Denial
of Claims.  In the event that any
application for benefits is denied in whole or in part, the Plan Administrator
must provide the applicant with written or electronic notice of the denial of
the application, and of the applicants right to review the denial.  Any  11


electronic
notice will comply with the regulations of the U.S. Department of Labor.  The written notice of denial will be set
forth in a manner designed to be understood by the employee and will include
the following:  (i)the
specific reason or reasons for the denial;  (ii)references
to the specific Plan provisions upon which the denial is based;  (iii)a
description of any additional information or material that the Plan
Administrator needs to complete the review and an explanation of why such
information or material is necessary; and  (iv)an
explanation of the Plans review procedures and the time limits applicable to
such procedures, including a statement of the applicants right to bring a
civil action under section 502(a) of ERISA following a denial on review of
the claim, as described in Section 8(d) below.  This written notice will be given to the
applicant within ninety (90) days after the Plan Administrator receives the
application, unless special circumstances require an extension of time, in
which case, the Plan Administrator has up to an additional ninety (90) days for
processing the application.  If an
extension of time for processing is required, written notice of the extension
will be furnished to the applicant before the end of the initial ninety (90)
day period.  This notice of extension
will describe the special circumstances necessitating the additional time and
the date by which the Plan Administrator is to render its decision on the
application.  (c)Request
for a Review.  Any person (or that
persons authorized representative) for whom an application for benefits is
denied, in whole or in part, may appeal the denial by submitting a request for
a review to the Plans Review Panel within sixty (60) days after the
application is denied.  The Review Panel
shall be comprised of two (2) or more persons to be appointed by the
Company.  A request for a review shall be
in writing and shall be addressed to:  Attention: Corporate Secretary Re: Officer Change in Control Severance
Benefit Plan Amylin Pharmaceuticals, Inc. 9360 Towne Centre Drive San Diego, California 92121  A request for review must set forth all of
the grounds on which it is based, all facts in support of the request and any
other matters that the applicant feels are pertinent.  The applicant (or his or her representative)
shall have the opportunity to submit (or the Review Panel) may require the
applicant to submit) written comments, documents, records, and other
information relating to his or her claim. 
The applicant (or his or her representative) shall be provided, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to his or her claim.  The review shall take into account all
comments, documents, records and other information submitted by the applicant
(or his or her  12


representative) relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination.  (d)Decision
on Review.  The Review Panel will act
on each request for review within sixty (60) days after receipt of the request,
unless special circumstances require an extension of time (not to exceed an
additional sixty (60) days), for processing the request for a review.  If an extension for review is required,
written notice of the extension will be furnished to the applicant within the
initial sixty (60) day period.  This
notice of extension will describe the special circumstances necessitating the
additional time and the date by which the Plan Administrator is to render its
decision on the review.  The Review Panel
will give prompt, written or electronic notice of its decision to the
applicant. Any electronic notice will comply with the regulations of the U.S.
Department of Labor.  In the event that
the Review Panel confirms the denial of the application for benefits in whole or
in part, the notice will set forth, in a manner calculated to be understood by
the applicant, the following:  (i)the
specific reason or reasons for the denial;  (ii)references
to the specific Plan provisions upon which the denial is based;  (iii)a
statement that the applicant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to his or her claim; and  (iv)a
statement of the applicants right to bring a civil action under section 502(a) of
ERISA.  (e)Rules and
Procedures.  The Plan Administrator
and/or the Review Panel may establish rules and procedures, consistent
with the Plan and with ERISA, as necessary and appropriate in carrying out its
responsibilities in reviewing benefit claims. 
The Review Panel may require an applicant who wishes to submit
additional information in connection with an appeal from the denial of benefits
to do so at the applicants own expense.  (f)Exhaustion
of Remedies.  No legal action for
benefits under the Plan may be brought until the claimant (i) has
submitted a written application for benefits in accordance with the procedures
described by Section 8(a) above, (ii) has been notified by the
Plan Administrator that the application is denied, (iii) has filed a
written request for a review of the application in accordance with the appeal
procedure described in Section 8(c) above, and (iv) has been
notified in writing that the Plan Administrator has denied the appeal.  Notwithstanding the foregoing, if the Plan
Administrator and/or Review Panel, as the case may be, does not respond to a
Participants claim or appeal within the relevant time limits specified in this
Section 8, the Participant may bring legal action for benefits under the
Plan pursuant to Section 502(a) of ERISA.  SECTION 9.OTHER TERMINATIONS  A Covered Employee is not
eligible for benefits under this Plan if (i) such Covered Employee is
terminated within thirty (30) days following such Covered Employees refusal to
accept an offer of comparable employment by any successor to the Company or an
Affiliate  13


thereof (provided that comparable
employment shall mean employment with base salary in an amount not violative
of Section 2(g)(i) and at a business office whose location is not
violative of Section 2(g)(ii)); (ii) such Covered Employee is
terminated following such Covered Employees refusal to allow any successor to
or Affiliate of the Company access to such Covered Employees employment
records or access to Company personnel regarding such Covered Employees
performance for the purpose of evaluating such Covered Employees
qualifications for future employment, (iii) the Covered Employee
terminates employment in order to accept employment with another entity that is
wholly or partly owned (directly or indirectly) by the Company or an Affiliate,
(iv) the Covered Employee does not satisfy each of the conditions for
receipt of benefits as set forth in Section 4(e) of this Plan, or (v) such
Covered Employees employment terminates due to death, Disability or any other
reason other than (A) an Involuntary Termination occurring at any time
during the period beginning ninety (90) days prior to and ending thirteen (13)
months following the effective date of a Change in Control, or (B) a
Constructive Termination for which the condition set forth in Section 2(g)(i)-(iv),
as applicable, giving rise to the right to resign due to a Constructive
Termination occurred at any time during the period beginning ninety (90) days
prior to and ending thirteen (13) months following the effective date of a
Change in Control.  SECTION 10.BASIS OF PAYMENTS TO AND FROM THE PLAN  All benefits under the Plan shall be paid by the Company.  The Plan shall be unfunded and benefits
hereunder shall be paid only from the general assets of the Company.  A Covered Employees right to receive
payments under the Plan is no greater than that of the Companys unsecured
general creditors.  Therefore, if the
Company were to become insolvent, the Covered Employee might not receive
benefits under the Plan.  SECTION 11.AMENDMENT AND TERMINATION  The current term of the Plan shall continue through December 31,
2009.  This Plan shall thereafter remain
in effect for successive two-year periods beginning January 1, 2010 unless
and until the Board elects that the then-current two-year period shall be the
final effective period for this Plan by a duly adopted resolution effected at
least 90 days prior to the expiration of that two-year period.  Subject to the foregoing provision, the
Company reserves the right to amend or terminate this Plan at any time; provided, however, that the Plan may not be amended or
terminated within 90 days prior to or at any time following the occurrence of a
Change in Control.  SECTION 12.NON-ALIENATION OF BENEFITS  No Plan benefit may be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered or charged, and any attempt to do so will be
void.  SECTION 13.SUCCESSORS AND ASSIGNS  (i)This
Plan shall be binding upon any surviving entity resulting from a Change in
Control and upon any other person who is a successor by merger, acquisition,
consolidation or otherwise to the business formerly carried on by the Company
without regard to whether or not such person actively adopts or formally
continues the Plan.  Covered Employees,  14


to the extent
they are otherwise eligible for benefits under the Plan, are intended third
party beneficiaries of this provision. The Company shall require the assumption
of this Plan by any successor or assign of the Company  SECTION 14.LEGAL CONSTRUCTION  This Plan shall be interpreted in accordance with ERISA and, to the
extent not preempted by ERISA, with the laws of the State of California.  This Plan constitutes both a plan document
and a summary plan description for purposes of ERISA.  SECTION 15.OTHER PLAN INFORMATION  (a)Employer
Identification Number:   33-026609  (b)Ending of
the Plans Fiscal Year:  December 31.  (c)           Agent for the Service of Legal
Process:The
Plans agent for service of legal process is: 
General Counsel, Amylin Pharmaceuticals, Inc., 9360 Towne Centre
Drive, San Diego, CA 92121.  (d)           Type of Plan:The Plan is a
welfare benefit plan.  (e)           Plan Number:The Plan Number
assigned to the Plan by the Plan Sponsor pursuant to the instructions of the
Internal Revenue Service is 511.  (f)            Address for Plan Sponsor and Plan
Administrator.The
contact information for the Plan Sponsor and the Plan Administrator of the Plan
is:  Amylin Pharmaceuticals, Inc. Attention: Corporate Secretary 9360 Towne Centre Drive San Diego, California 92121  SECTION 16.STATEMENT OF ERISA RIGHTS  The terms you and your shall apply to each Covered Employee, as
applicable.  As a participant in this
Plan (which is a welfare benefit plan sponsored by the Company) you are
entitled to certain rights and protections under ERISA, including the right to:  (a)Examine,
without charge, at the Plan Administrators office and at other specified
locations, such as work sites, all Plan documents and copies of all documents
filed by the Plan with the U.S. Department of Labor, such as detailed annual
reports;  (b)Obtain
copies of all Plan documents and Plan information upon written request to the
Plan Administrator.  The Plan
Administrator may make a reasonable charge for the copies; and  15


(c)Receive a
summary of the Plans annual financial report, in the case of a plan which is
required to file an annual financial report with the Department of Labor.  In addition to creating rights for Plan participants, ERISA imposes
duties upon the people responsible for the operation of the employee benefit
plan.  The people who operate the Plan,
called fiduciaries of the Plan, have a duty to do so prudently and in the
interest of you and other Plan participants and beneficiaries.  No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
Plan benefit or exercising your rights under ERISA.  If your claim for a Plan benefit is denied in
whole or in part, you must receive a written explanation of the reason for the
denial.  You have the right to have the
Plan Administrator review and reconsider your claim.  Under ERISA, there are steps you can take to enforce the above
rights.  For instance, if you request
materials from the Plan Administrator and do not receive them within
30 days, you may file suit in a federal court.  In such a case, the court may require the
Plan Administrator to provide the materials and pay you up to $100 a day until
you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Plan Administrator.  If you have a claim for benefits that is
denied or ignored, in whole or in part, you may file suit in a state or federal
court.  If it should happen that the Plan
fiduciaries misused the Plans money, or if you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court. 
The court will decide who should pay court costs and legal fees.  If you are successful, the court may order
the person you have sued to pay these costs and fees.  If you lose, the court may order you to pay
these costs and fees, for example, if it finds your claim is frivolous.  If you have any questions about the Plan, you should contact the Plan
Administrator.  If you have any questions
about this statement or about your rights under ERISA, or if you need
assistance in obtaining documents from the Plan Administrator, you should
contact the nearest office of the Employee Benefits Security Administration,
U.S. Department of Labor, listed in your telephone directory or the Division of
Technical Assistance and Inquiries, Employee Benefits Security Administration,
U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.
20210.  You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration or
accessing its website at http://www.dol.gov/ebsa/.  Exhibit A:  Release
(Employees Age 40 and Older Individual Termination) Exhibit B:  Release
(Employees Age 40 and Older Group Termination) Exhibit C:  Release
(Employees Under Age 40 Individual and Group Termination)  16


For Employees Age 40 and Older Individual Termination  EXHIBIT A  RELEASE  Certain capitalized terms used in this
Release are defined in the Amylin Pharmaceuticals, Inc. Officer Change in
Control Severance Benefit Plan (the Plan)
which I have reviewed.  I hereby confirm my obligations under the
Companys proprietary information and inventions agreement.  I understand that this Release, together with
the Plan, constitutes the complete, final and exclusive embodiment of the
entire agreement between the Company, affiliates of the Company and me with
regard to the subject matter hereof.  I
am not relying on any promise or representation by the Company that is not
expressly stated therein.  I acknowledge that I have read and understand
Section 1542 of the California Civil Code which reads as follows: A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.  I hereby expressly
waive and relinquish all rights and benefits under that section and any law of
any jurisdiction of similar effect with respect to my release of any claims I
may have against the Company.  Except as otherwise set forth in this
Release, I hereby release, acquit and forever discharge the Company, its
parents and subsidiaries, and their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any
and all claims, liabilities, demands, causes of action, costs, expenses,
attorneys fees, damages, indemnities and obligations of every kind and nature,
in law, equity, or otherwise, known and unknown, suspected and unsuspected,
disclosed and undisclosed (other than any claim for indemnification I may have
as a result of any third party action against me based on my employment with
the Company), arising out of or in any way related to agreements, events, acts
or conduct at any time prior to the date I execute this Release, including, but
not limited to:  all such claims and
demands directly or indirectly arising out of or in any way connected with my
employment with the Company or the termination of that employment, including
but not limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands
related to salary, bonuses, commissions, stock, stock options, or any other
ownership interests in the Company, vacation pay, fringe benefits, expense
reimbursements, severance pay, or any other form of disputed compensation;
claims pursuant to any federal, state or local law or cause of action
including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Age Discrimination in Employment Act of 1967, as amended (ADEA);
the federal Employee Retirement Income Security Act of 1974, as amended; the
federal Americans with Disabilities Act of 1990; the federal Worker Adjustment
and Retraining Notification Act of 1988; the California Fair Employment and
Housing Act, as amended; tort law; contract law; statutory law; common law;
wrongful discharge; discrimination; fraud; defamation; emotional distress; and
breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be
construed in any way to  1


release the Company from its obligation to indemnify me pursuant to the
Companys indemnification obligation pursuant to agreement or applicable law.  I acknowledge that I am knowingly and
voluntarily waiving and releasing any rights I may have under ADEA.  I also acknowledge that the consideration
given under the Agreement for the waiver and release in the preceding paragraph
hereof is in addition to anything of value to which I was already
entitled.  I further acknowledge that I
have been advised by this writing, as required by the ADEA, that:(A)my waiver and release do not apply to any rights
or claims that may arise on or after the date I execute this Release;(B)I should
consult with an attorney prior to executing this Release;(C)I have twenty-one (21) days to
consider this Release (although I may choose to voluntarily execute this
Release earlier);(D)I
have seven (7) days following the execution of this Release by the parties
to revoke the Release; and (E) this Release shall not be effective until
the date upon which the revocation period has expired, which shall be the
eighth day after this Release is executed by me.  [NAME OF EMPLOYEE]Date:  2


For Employees Age 40 and Older Group Termination  EXHIBIT B  RELEASE  Certain capitalized terms used in this
Release are defined in the Amylin Pharmaceuticals, Inc. Officer Change in
Control Severance Benefit Plan (the Plan)
which I have reviewed.  I hereby confirm my obligations under the
Companys proprietary information and inventions agreement.  I understand that this Release, together with
the Plan, constitutes the complete, final and exclusive embodiment of the
entire agreement between the Company, affiliates of the Company and me with
regard to the subject matter hereof.  I am
not relying on any promise or representation by the Company that is not
expressly stated therein.  I acknowledge that I have read and understand
Section 1542 of the California Civil Code which reads as follows: A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.  I hereby expressly
waive and relinquish all rights and benefits under that section and any law of
any jurisdiction of similar effect with respect to my release of any claims I
may have against the Company.  Except as otherwise set forth in this
Release, I hereby release, acquit and forever discharge the Company, its
parents and subsidiaries, and their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any
and all claims, liabilities, demands, causes of action, costs, expenses,
attorneys fees, damages, indemnities and obligations of every kind and nature,
in law, equity, or otherwise, known and unknown, suspected and unsuspected,
disclosed and undisclosed (other than any claim for indemnification I may have
as a result of any third party action against me based on my employment with
the Company), arising out of or in any way related to agreements, events, acts
or conduct at any time prior to the date I execute this Release, including, but
not limited to:  all such claims and
demands directly or indirectly arising out of or in any way connected with my employment
with the Company or the termination of that employment, including but not
limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands
related to salary, bonuses, commissions, stock, stock options, or any other
ownership interests in the Company, vacation pay, fringe benefits, expense
reimbursements, severance pay, or any other form of disputed compensation;
claims pursuant to any federal, state or local law or cause of action
including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Age Discrimination in Employment Act of 1967, as amended (ADEA);
the federal Employee Retirement Income Security Act of 1974, as amended; the
federal Americans with Disabilities Act of 1990; the federal Worker Adjustment
and Retraining Notification Act of 1988; the California Fair Employment and
Housing Act, as amended; tort law; contract law; statutory law; common law;
wrongful discharge; discrimination; fraud; defamation; emotional distress; and
breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be
construed in any way to  1


release the Company from its obligation to indemnify me pursuant to the
Companys indemnification obligation pursuant to agreement or applicable law.  I acknowledge that I am knowingly and
voluntarily waiving and releasing any rights I may have under ADEA.  I also acknowledge that the consideration
given under the Agreement for the waiver and release in the preceding paragraph
hereof is in addition to anything of value to which I was already
entitled.  I further acknowledge that I
have been advised by this writing, as required by the ADEA, that:(A)my waiver and release do not apply to any rights
or claims that may arise on or after the date I execute this Release;(B)I should
consult with an attorney prior to executing this Release;(C)I have forty-five (45) days to
consider this Release (although I may choose to voluntarily execute this
Release earlier);(D)I
have seven (7) days following the execution of this Release by the parties
to revoke the Release; (E) this Release shall not be effective until the
date upon which the revocation period has expired, which shall be the eighth
day after this Release is executed by me; and (F) I have received with
this Release a detailed list of the job titles and ages of all employees who
were terminated in this group termination and the ages of all employees of all
employees in the same job classification or organizational unit who were not
terminated.  [NAME OF EMPLOYEE]Date:  2


For Employees Under Age 40 Individual
and Group Termination  EXHIBIT C  RELEASE  Certain capitalized terms used in this
Release are defined in the Amylin Pharmaceuticals, Inc. Officer Change in
Control Severance Benefit Plan (the Plan)
which I have reviewed.  I hereby confirm my obligations under the
Companys proprietary information and inventions agreement.  I understand that this Release, together with
the Plan, constitutes the complete, final and exclusive embodiment of the
entire agreement between the Company, affiliates of the Company and me with
regard to the subject matter hereof.  I
am not relying on any promise or representation by the Company that is not
expressly stated therein.  I acknowledge that I have read and understand
Section 1542 of the California Civil Code which reads as follows: A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.  I hereby expressly
waive and relinquish all rights and benefits under that section and any law of
any jurisdiction of similar effect with respect to my release of any claims
hereunder.  Except as otherwise set forth in this
Release, I hereby generally and completely release the Company, the Employers
and their parents, subsidiaries, successors, predecessors and affiliates, and
its and their partners, members, directors, officers, employees, stockholders,
shareholders, agents, attorneys, predecessors, insurers, affiliates and
assigns, from any and all claims, liabilities and obligations, both known and
unknown, that arise out of or are in any way related to events, acts, conduct,
or omissions occurring at any time prior to and including the date I sign this Release.  This general release includes, but is not
limited to: (a) all claims arising out of or in any way related to my
employment with the Company, the Employers or their affiliates, or the
termination of that employment; (b) all claims related to my compensation
or benefits, including salary, bonuses, commissions, vacation pay, expense
reimbursements, severance pay, fringe benefits, stock, stock options, or any
other ownership interests in the Company, the Employers, or their affiliates; (c) all
claims for breach of contract, wrongful termination, and breach of the implied
covenant of good faith and fair dealing; (d) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in violation of
public policy; and (e) all federal, state, and local statutory claims,
including claims for discrimination, harassment, retaliation, attorneys fees,
or other claims arising under the federal Civil Rights Act of 1964 (as
amended), the federal Americans with Disabilities Act of 1990 (as amended), the
federal Age Discrimination in Employment Act (as amended) (ADEA), the federal Employee
Retirement Income Security Act of 1974 (as amended), and the California Fair
Employment and Housing Act (as amended); provided, however, that nothing in this paragraph shall be
construed in any way to release the Company or its affiliates from its
obligation to indemnify me pursuant to agreement or applicable law.  1


I acknowledge that to become effective, I
must sign and return this Release to the Company so that it is received not
later than fourteen (14) days following the date it is provided to me.  EMPLOYEEName:Date:  2