Exhibit
10.54  THIRD
AMENDMENT  THIS THIRD
AMENDMENT, dated as of December 18, 2009 (this Amendment), among AMYLIN PHARMACEUTICALS, INC., a Delaware
corporation (the Company),
each of the Companys subsidiaries listed on the signature pages hereto
(collectively, together with the Company, the Borrowers and each a Borrower), the
Lenders (as defined below) party hereto, and BANK
OF AMERICA, N.A., as Administrative Agent, Collateral Agent and L/C
Issuer (in such capacity, the Administrative Agent) for the Lenders.  W I T N E S S E T H:  WHEREAS, the Borrowers are a party to a Credit
Agreement, dated as of December 21, 2007, among the Borrowers, the lenders
from time to time party thereto (the Lenders), the Administrative Agent, and the
other agents, lead arranger and book manager party thereto (as amended,
restated, supplemented or otherwise modified to but excluding the date hereof,
the Existing Credit
Agreement). Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Existing Credit
Agreement;  WHEREAS, pursuant to (i) Section 7.02(o) of
the Existing Credit Agreement, the Company is permitted to incur Indebtedness
under a Permitted Ohio Sale/Leaseback, and (ii) Section 7.05(g) of
the Existing Credit Agreement, the Company is permitted to Dispose of the Ohio
Sale/Leaseback Property in connection with a Permitted Ohio Sale/Leaseback;  WHEREAS, the definition of Ohio Sale/Leaseback
Property in Section 1.01 of the Existing Credit Agreement refers to
electrical equipment, a housing structure and related tangible property located
at 8874 Tradeport Drive (the Original Address), but the equipment, structure and
property subject to the Permitted Ohio Sale/Leaseback are located at 8814
Tradeport Drive, Building 1, and 8848 Tradeport Drive, Building 2(1)
(collectively, the Corrected
Address);  WHEREAS, the Company has requested that the Required
Lenders amend the definition of Ohio Sale/Leaseback Property as set forth
herein to correct the property description from the Original Address to the
Corrected Address;  WHEREAS, the undersigned Required Lenders have
agreed to amend the Existing Credit Agreement upon the terms and conditions set
forth herein;  NOW
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:  SECTION 1.01.Amendment to Section 1.01
of the Existing Credit Agreement.  Effective immediately upon the Third
Amendment Effective Date, the definition of Ohio Sale/Leaseback Property set
forth in Section 1.01 of the Existing Credit Agreement is hereby deleted in its entirety and replaced
by following:


Ohio Sale/Leaseback
Property means electrical equipment and all accompanying accessories,
appurtenances, fences and attachments required for the equipment, a housing
structure and related tangible property located at8814 Tradeport Drive,
Building 1, and 8848 Tradeport Drive, Building 2.  SECTION 1.02.Representations
and Warranties.  Each Borrower
hereby represents and warrants to the Administrative Agent and the Lenders, as
follows:  (a)           The representations
and warranties of such Borrower contained in Article V of the Existing
Credit Agreement, as modified hereby (the Credit Agreement), or any other Loan
Document (except for any Secured Hedge Agreements or Secured Cash Management
Agreements) or which are contained in any document furnished at any time under
or in connection therewith are true and correct in all material respects on and
as of the Third Amendment Effective Date with the same effect as if made on and
as of such date, except to the extent such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
in all material respects as of such earlier date, and except that the
representations and warranties contained in Sections 5.05(a) and (b) of
the Existing Credit Agreement shall be deemed to refer to the most recent
statements furnished pursuant to Sections 6.01(a) and (b) thereof, respectively.  (b)           Each Loan Party is
in compliance in all material respects with all the terms and conditions of the
Credit Agreement and the other Loan Documents on its part to be observed or
performed and no Default or Event of Default has occurred or is continuing
under the Credit Agreement.  (c)           The execution,
delivery and performance by such Borrower of this Amendment have been duly
authorized by such Borrower.  (d)           Each of this
Amendment and the Credit Agreement constitutes the legal, valid and binding
obligation of such Borrower, enforceable against such Borrower in accordance
with its terms subject to bankruptcy, insolvency, reorganization, moratorium,
or similar laws of general applicability relating to or affecting creditors
rights.  (e)           The execution,
delivery, performance and compliance with the terms and provisions by such
Borrower of this Amendment and the consummation of the transactions
contemplated herein, do not and will not: (i) contravene the terms of any
of such Borrowers Organization Documents; (ii) conflict with or result in
any breach or contravention of, or (except for the Liens created under the Loan
Documents) the creation of any Lien under, (A) any material Contractual
Obligation to which such Borrower is a party affecting such Borrower or the
properties of such Borrower or its Subsidiaries or (B) any material order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Borrower or its property is subject or (C) violate any Law
in any material respect.  SECTION 1.03.Effectiveness.  This Amendment shall become effective only
upon Administrative Agents receipt of duly executed counterparts of this
Amendment which, when taken together, bear the authorized signatures of the
Borrower, the Administrative Agent and the  2


Required Lenders (the first date such condition has been satisfied
being herein called the Third
Amendment Effective Date).  SECTION 1.04.APPLICABLE LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  SECTION 1.05.Fees, Costs and
Expenses.  The
Borrowers promptly shall pay all costs and expenses of the Administrative Agent
in connection with the preparation, execution and delivery of this Amendment
and the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the
Administrative Agent) in accordance with and to the extent required by the
terms of Section 10.04(a) of the Credit Agreement.  SECTION 1.06.Loan Document;
Counterparts.  This
Amendment is, and from and after the Third Amendment Effective Date shall be
deemed to be, a Loan Document under the Credit Agreement. This Amendment may
be executed in any number of counterparts, each of which shall constitute an
original but all of which when taken together shall constitute but one
agreement. Delivery by facsimile or PDF by any of the parties hereto of an
executed counterpart of this Amendment shall be as effective as an original
executed counterpart hereof and shall be deemed a representation that an
original executed counterpart hereof will be delivered, but the failure to
deliver a manually executed counterpart shall not affect the validity,
enforceability or binding effect of this Amendment.  SECTION 1.07.Existing Credit
Agreement.  Except as
expressly set forth herein, the amendment provided herein shall not, by
implication or otherwise, limit, constitute a waiver of, or otherwise affect
the rights and remedies of the Administrative Agent or any other Secured Party
under the Existing Credit Agreement or any other Loan Document, nor shall it
alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Existing Credit Agreement
or any other Loan Document.  The
amendment provided herein shall apply and be effective only with respect to the
provisions of the Existing Credit Agreement specifically referred to by such
amendment.  Except to the extent a
provision in the Existing Credit Agreement is expressly amended herein, the
Existing Credit Agreement and the other Loan Documents shall continue in full
force and effect in accordance with the provisions thereof and each of the undersigned
Loan Parties hereby ratifies and confirms in all respects its obligations under
and the continued full force and effect of the AmendedCredit Agreement
and the other Loan Documents.  [Signature pages follow]  3


IN WITNESS WHEREOF, the parties hereto have
caused this Third Amendment to be duly executed by their duly authorized
officers, all as of the date first above written.   AMYLIN PHARMACEUTICALS, INC., as a
  BorrowerBy:
  /s/ Mark G. FolettaName:
  Mark G. FolettaTitle:
  Senior Vice President, Finance and CFOAMYLIN OHIO LLC, as a BorrowerBy:
  Amylin Pharmaceuticals, Inc.,its Sole ManagerBy:
  /s/ Mark G. FolettaName:
  Mark G. FolettaTitle:
  Senior Vice President, Finance and CFOAMYLIN INVESTMENTS LLC, as a
  BorrowerBy:
  Amylin Pharmaceuticals, Inc.,its Sole ManagerBy:
  /s/ Mark G. FolettaName:
  Mark G. FolettaTitle:
  Senior
  Vice President, Finance and CFO  Third Amendment Signature Page


BANK OF AMERICA, N.A.,asAdministrative AgentBy:
  /s/ Brenda H. LittleName:
  Brenda H. LittleTitle:
  Vice
  President  Third Amendment Signature Page


BANK OF AMERICA, N.A.,as a
  Revolving Credit Lender, L/C Issuer and Hedge Bank under the Permitted F/X
  FacilityBy:
  /s/ Christopher D. PannacciulliName:
  Christopher D. PannacciulliTitle:
  Senior
  Vice President  Third Amendment Signature Page


BANC OF AMERICA LEASING & CAPITAL, LLC,as a Term
  LenderBy:
  /s/ Lori J. NoberiniName:
  Lori J. NoberiniTitle:
  Vice
  President  Third Amendment Signature Page


SILICON VALLEY BANK,as a Term LenderBy:
  /s/ Sarah LarsonName:
  Sarah LarsonTitle:
  Relationship
  Manager  Third Amendment Signature Page


COMERICA BANK, as a Term LenderBy:
  /s/ Greg ParkName:
  Greg ParkTitle:
  Vice President  Third Amendment Signature Page


BMO CAPITAL MARKETS FINANCING, INC., as a Term
  LenderBy:
  /s/ Scott W. MorrisName:
  Scott W. MorrisTitle:
  Vice President  Third Amendment Signature Page


FIRST BANK, as a Term LenderBy:
  /s/ Gilmore HectorName:
  Gilmore HectorTitle:
  Vice President  Third Amendment Signature Page


UNION BANK OF CALIFORNIA, N.A., as a Term
  LenderBy:
  /s/ Paul MoyerName:
  Paul MoyerTitle:
  Vice President  Third Amendment Signature Page


AIB DEBT MANAGEMENT, LIMITED, as a Term
  LenderBy:
  /s/ Brent PhillipsName:
  Brent PhillipsTitle:
  Vice President, Investment Advisor to AIB DebtManagement LimitedBy:
  /s/ Martin ChinName:
  Martin ChinTitle:
  Senior Vice President, Investment Advisor to AIBDebt Management Limited  Third Amendment Signature Page