Exhibit 4.6


 


Amylin Pharmaceuticals, Inc.


 


2.50% Convertible Senior Notes due 2011


 


Registration Rights Agreement


 


April 6, 2004


 


Morgan Stanley & Co. Incorporated


Goldman, Sachs & Co.


c/o Morgan Stanley & Co. Incorporated


1585 Broadway


New York, NY 10036


 


Ladies and Gentlemen:


 


Amylin
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to
issue and sell to the Purchasers (as defined herein) upon the terms set forth
in the Purchase Agreement (as defined herein) its 2.50% Convertible Senior
Notes due 2011 (the “Securities”).  As
an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder,
the Company agrees with the Purchasers for the benefit of Holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:


 


1.             Definitions.


 


(a)           Capitalized
terms used herein without definition shall have the meanings ascribed to them
in the Purchase Agreement.  As used in this
Agreement, the following defined terms shall have the following meanings:


 


“Act” or “Securities Act”
means the United States Securities Act of 1933, as amended.


 


“Affiliate”
of any specified person means any other person which, directly or indirectly,
is in control of, is controlled by, or is under common control with such
specified person.  For purposes of this
definition, control of a person means the power, direct or indirect, to direct
or cause the direction of the management and policies of such person whether by
contract or


 

















 


otherwise; and the
terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


“Closing
Date” means the First Time of Delivery as defined in the Purchase
Agreement.


 


“Commission”
means the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities
Act, whichever is the relevant statute for the particular purpose.


 


“Common
Stock” means the Company’s common stock, par value $0.001 per share,
together with any associated preferred share purchase rights.


 


“DTC” means The Depository Trust Company.


 


“Effective Failure” has the meaning assigned thereto in
Section 7(b) hereof.


 


“Effectiveness Period” has the meaning assigned thereto in
Section 2(b)(i) hereof.


 


“Effective Time” means the time at which the Commission
declares the Shelf Registration Statement effective or at which the Shelf
Registration Statement otherwise becomes effective.


 


“Electing Holder” has the meaning assigned thereto in
Section 3(a)(iii) hereof.


 


“Exchange Act” means the United States Securities
Exchange Act of 1934, as amended.


 


“Holder” means, any Record Holder and any person
that has a beneficial interest in any Registrable Security in book-entry form.


 


“Indenture” means the Indenture, dated as of April 6,
2004, between the Company and J.P. Morgan Trust Company, National Association,
as amended and supplemented from time to time in accordance with its terms.


 


“Liquidated Damages” has the meaning assigned thereto in
Section 7(a) hereof.


 


“Managing Underwriters” means the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering,
if any, conducted pursuant to Section 6 hereof.


 


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“NASD Rules” means the Rules of the National
Association of Securities Dealers, Inc., as amended from time to time.


 


“Notice and Questionnaire” means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the form of Appendix
A hereto.


 


The term “person” means
an individual, partnership, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof.


 


“Prospectus” means the prospectus (including, without
limitation, any preliminary prospectus, any final prospectus and any prospectus
that discloses information previously omitted from a prospectus filed as part
of an effective registration statement in reliance upon Rule 430A under
the Act) included in the Shelf Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by the Shelf
Registration Statement and by all other amendments and supplements to such
prospectus, including all material incorporated by reference in such prospectus
and all documents filed after the date of such prospectus by the Company under
the Exchange Act and incorporated by reference therein.


 


“Purchase Agreement” means the purchase agreement, dated as
of March 31, 2004, between the Purchasers and the Company relating to the
Securities.


 


“Purchasers” means the Purchasers named in
Schedule I to the Purchase Agreement.


 


“Record Holders”
means any person that is the record owner of Registrable Securities.


 


“Registrable Securities” means all or any portion of the
Securities issued from time to time under the Indenture in registered form and
the shares of Common Stock issuable upon conversion, repurchase or redemption
of such Securities; provided, however, that a security ceases to
be a Registrable Security when it is no longer a Restricted Security.


 


“Registration Default” has the meaning assigned thereto in
Section 7(a) hereof.


 


“Restricted Security” means any Security or share of Common
Stock issuable upon conversion thereof except any such Security or share of
Common Stock that (i) has been effectively registered under the Securities
Act and sold in a manner contemplated by the Shelf Registration Statement, (ii) has
been transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or is transferable pursuant to paragraph (k)
of such Rule 144 (or any successor provision thereto), or (iii) has
otherwise been transferred and a new Security or share of Common Stock not
subject to transfer restrictions under the


 


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Securities Act has
been delivered by or on behalf of the Company in accordance with the Indenture.


 


“Rules and Regulations” means the published rules and
regulations of the Commission promulgated under the Securities Act or the
Exchange Act, as in effect at any relevant time.


 


“Shelf Registration” means a registration effected pursuant
to Section 2 hereof.


 


“Shelf Registration Statement” means a “shelf” registration statement
filed under the Securities Act providing for the registration of, and the sale
on a continuous or delayed basis by the Holders of, all of the Registrable
Securities pursuant to Rule 415 under the Securities Act and/or any similar
rule that may be adopted by the Commission, filed by the Company pursuant to
the provisions of Section 2 of this Agreement, including the Prospectus
contained therein, any amendments and supplements to such registration
statement, including post-effective amendments, and all exhibits and all
material incorporated by reference in such registration statement.


 


“Trust Indenture Act” means the Trust Indenture Act of 1939,
or any successor thereto, and the rules, regulations and forms promulgated
thereunder, as the same shall be amended from time to time.


 


The term “underwriter”
means any underwriter of Registrable Securities in connection with an offering
thereof under a Shelf Registration Statement.


 


(b)           Wherever
there is a reference in this Agreement to a percentage of the “principal
amount” of Registrable Securities or to a percentage of Registrable Securities,
Common Stock shall be treated as representing the principal amount of
Securities that was surrendered for conversion or exchange in order to receive
such number of shares of Common Stock.


 


2.             Shelf Registration.


 


(a)           The Company shall, no later than 90
calendar days following the Closing Date, file with the Commission a Shelf
Registration Statement relating to the offer and sale of the Registrable
Securities by the Holders from time to time in accordance with the methods of
distribution elected by such Holders and set forth in such Shelf Registration
Statement and, thereafter, shall use its reasonable best efforts to cause such
Shelf Registration Statement to be declared effective under the Act no later
than 180 calendar days following the Closing Date;  provided,
however,
that the Company may, upon written notice to all Electing Holders, postpone
having the Shelf Registration Statement declared effective for a reasonable
period not to exceed 90 days after the 180th calendar day following the Closing
Date if the Company possesses material non-public information, the disclosure
of which would have a material adverse effect on the Company and its
subsidiaries taken as a whole; provided, further,


 


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however, that no
Holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the Prospectus forming a part thereof for
resales of Registrable Securities unless such Holder is an Electing
Holder.  The Company may furnish any
notice to any Holder pursuant to this Section 2(a) by furnishing the notice to
the Holder’s e-mail address indicated on the Notice and Questionnaire.


 


(b)           The
Company shall use its reasonable best efforts:


 


(i)            to keep the Shelf
Registration Statement continuously effective in order to permit the Prospectus
forming a part thereof to be usable by Holders until the earlier of (1) the
sale of all Registrable Securities registered under the Shelf Registration
Statement; or (2) the expiration of the period referred to in Rule 144(k) under
the Act with respect to all Registrable Securities held by Persons that are not
Affiliates of the Company, or any successor provision (such period being
referred to herein as the “Effectiveness Period”);


 


(ii)           after the Effective
Time of the Shelf Registration Statement, as promptly as practicable upon the
request of any Holder of Registrable Securities that is not then an Electing
Holder, to take any action reasonably necessary to enable such Holder to use
the Prospectus forming a part thereof for offers and resales of Registrable
Securities, including, without limitation, any action necessary to identify
such Holder as a selling securityholder in the Shelf Registration Statement; provided,
however, that nothing in this subparagraph shall relieve such Holder
of the obligation to return a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(a)(ii) hereof; and


 


(iii)          if at any time the
Securities, pursuant to Article XIV of the Indenture, are convertible into
securities other than Common Stock, to cause, or to cause any successor under
the Indenture to cause, such securities to be included in the Shelf
Registration Statement or otherwise registered under the Act no later than the
date on which the Securities may then be convertible into such securities.


 


The Company shall be
deemed not to have used its reasonable best efforts to keep the Shelf
Registration Statement effective during the requisite period if the Company
voluntarily takes any action that would result in Holders of Registrable
Securities covered thereby not being able to offer and sell any of such
Registrable Securities during that period, unless such action is (A)
required by applicable law and the Company thereafter promptly complies with
the requirements of paragraph 3(j) below or (B) permitted pursuant to Section
2(c) below.


 


(c)           The Company may suspend the use of
the Prospectus for a period not to exceed 30 days in any 90-day period or an
aggregate of 90 days in any 12-month period if the Board of Directors of the
Company shall have determined in good faith that because of valid business
reasons (not including avoidance of the Company’s obligations hereunder),
including the


 


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acquisition or
divestiture of assets, pending corporate developments and similar events, it is
in the best interests of the Company to suspend such use, and prior to
suspending such use the Company provides the Electing Holders with written
notice of such suspension, which notice need not specify the nature of the
event giving rise to such suspension. 
The Company may furnish any notice to any Holder pursuant to this
Section 2(c) by furnishing the notice to the Holder’s e-mail address indicated
on the Notice and Questionnaire.


 


3.             Registration Procedures.  In connection with the Shelf Registration
Statement, the following provisions shall apply:


 


(a) (i)       Not less than 30 calendar days prior to
the Effective Time of the Shelf Registration Statement, the Company shall mail
the Notice and Questionnaire to the Holders of Registrable Securities that it
has been able to identify from information provided by DTC.  No Holder shall be entitled to be named as a
selling securityholder in the Shelf Registration Statement as of the Effective
Time, and no Holder shall be entitled to use the Prospectus forming a part
thereof for offers and resales of Registrable Securities at any time, unless
such Holder has returned a completed and signed Notice and Questionnaire to the
Company by the deadline for response set forth therein; provided, however, Holders
of Registrable Securities shall have at least 28 calendar days from the date on
which the Notice and Questionnaire is first mailed to such Holders to return a
completed and signed Notice and Questionnaire to the Company.  As a result of comments from the Commission,
the Company may be required to send out a Supplemental Notice and
Questionnaire.  In connection with any
such Supplemental Notice and Questionnaire, Holders of Registrable Securities
may have less than 28 calendar days from the date on which the Supplemental
Notice and Questionnaire is first mailed to such Holders to return a completed
and signed Supplemental Notice and Questionnaire to the Company.


 


(ii)           After the Effective
Time of the Shelf Registration Statement, the Company shall, upon the request
of any Holder of Registrable Securities that is not then an Electing Holder,
promptly send a Notice and Questionnaire to such Holder.  The Company shall not be required to take
any action to name such Holder as a selling securityholder in the Shelf
Registration Statement or to enable such Holder to use the Prospectus forming a
part thereof for offers and resales of Registrable Securities until such Holder
has returned a completed and signed Notice and Questionnaire to the Company.


 


(iii)          The term “Electing
Holder” shall mean any Holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Company in accordance with
Section 3(a)(i) or 3(a)(ii) hereof.


 


(b)           The Company shall furnish to each
Electing Holder, prior to the Effective Time, a copy of the Shelf Registration
Statement initially filed with the Commission, and shall furnish to such
Holders, prior to the filing thereof with the Commission, copies of each
amendment


 


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thereto and each amendment or supplement, if any, to the Prospectus
included therein, and shall use its reasonable best efforts to reflect in each
such document, at the Effective Time or when so filed with the Commission, as
the case may be, such comments as such Holders and their respective counsel
reasonably may propose.  The Company may
furnish any document to any Holder pursuant to this Section 3(b) by furnishing
the document to the Holder’s e-mail address indicated on the Notice and
Questionnaire.


 


(c)           The Company shall promptly take such
action as may be necessary so that (i) subject to Section 2(c), each
of the Shelf Registration Statement and any amendment thereto and the
Prospectus forming a part thereof and any amendment or supplement thereto (and
each report or other document incorporated therein by reference in each case)
complies in all material respects with the Securities Act and the Exchange Act
and the respective rules and regulations thereunder, (ii) each of the Shelf
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) subject to Section 2(c), each of the
Prospectus forming a part of the Shelf Registration Statement, and any
amendment or supplement to such Prospectus, does not at any time during the
Effectiveness Period include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.


 


(d)           The Company shall promptly
advise each Electing Holder, and shall confirm such advice in writing if
so requested by any such Electing Holder:


 


(i)            when a Shelf
Registration Statement and any amendment thereto has been filed with the
Commission and when a Shelf Registration Statement or any post-effective
amendment thereto has become effective, in each case by making a public
announcement thereof by release made to PR Newswire;


 


(ii)           of any request by
the Commission for amendments or supplements to the Shelf Registration
Statement or the Prospectus included therein or for additional information;


 


(iii)          of the issuance by
the Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement or the initiation of any proceedings for such purpose;


 


(iv)          of the receipt by
the Company of any notification with respect to the suspension of the
qualification of the securities included in the Shelf Registration Statement
for sale in any jurisdiction or the initiation of any proceeding for such
purpose; and


 


(v)             of
the happening of any event or the existence of any state of facts that


 


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requires the
making of any changes in the Shelf Registration Statement or the Prospectus
included therein so that, as of such date, such Shelf Registration Statement
and Prospectus do not contain an untrue statement of a material fact and do not
omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading (which advice shall be
accompanied by an instruction to such Holders to suspend the use of the
Prospectus until the requisite changes have been made).


 


The Company may
furnish any notice to any Electing Holder pursuant to this Section 3(d) by
furnishing the notice to such Holder’s e-mail address indicated on the Notice
and Questionnaire.


 


(e)           The Company shall use its reasonable
best efforts to prevent the issuance, and if issued to obtain the withdrawal at
the earliest possible time, of any order suspending the effectiveness of the
Shelf Registration Statement.


 


(f)            The Company shall furnish to each
Electing Holder, without charge, at least one copy of the Shelf Registration
Statement (excluding materials incorporated therein by reference) and all
post-effective amendments thereto, including financial statements and schedules
(other than financial statements and schedules and other materials incorporated
by reference), and, if such Electing Holder so requests in writing, all
reports, other documents and exhibits that are filed with or incorporated by reference
in the Shelf Registration Statement.


 


(g)           The Company shall, during the
Effectiveness Period, deliver to each Electing Holder, without charge, as many
copies of the Prospectus (including each preliminary Prospectus) included in
the Shelf Registration Statement and any amendment or supplement thereto as
such Electing Holder may reasonably request; and the Company consents (except
during the periods specified in Section 2(c) above or during the continuance of
any event described in Section 3(d)(v) above) to the use of the Prospectus and
any amendment or supplement thereto by each of the Electing Holders in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus and any amendment or supplement thereto during the Effectiveness
Period.


 


(h)           Prior to any offering of Registrable
Securities pursuant to the Shelf Registration Statement, the Company shall (i)
register or qualify or cooperate with the Electing Holders and their respective
counsel in connection with the registration or qualification of such
Registrable Securities for offer and sale under the securities or “blue sky”
laws of such jurisdictions within the United States as any Electing Holder may
reasonably request, (ii) keep such registrations or qualifications in effect
and comply with such laws so as to permit the continuance of offers and sales
in such jurisdictions for so long as may be necessary to enable any Electing
Holder or underwriter, if any, to complete its distribution of Registrable
Securities pursuant to the Shelf Registration Statement, and (iii) take any and
all other actions necessary or advisable to enable


 


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the disposition in
such jurisdictions of such Registrable Securities; provided, however,
that in no event shall the Company be obligated to (A) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to so qualify but for this Section 3(h) or (B) file any
general consent to service of process or become subject to taxation in any
jurisdiction where it is not as of the date hereof so subject.


 


(i)            Unless any Registrable Securities
shall be in book-entry only form, the Company shall cooperate with the Electing
Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold pursuant to the Shelf
Registration Statement, which certificates, if so required by any securities
exchange upon which any Registrable Securities are listed, shall be penned,
lithographed or engraved, or produced by any combination of such methods, on
steel engraved borders, and which certificates, upon certification by the
applicable Electing Holder of satisfaction of the prospectus delivery
requirements of the Securities Act in connection with transfers of the
Securities evidenced by such certificates, shall be free of any restrictive
legends and in such permitted denominations and registered in such names as
Electing Holders may request in connection with the sale of Registrable
Securities pursuant to the Shelf Registration Statement.


 


(j)            Upon the occurrence of any fact or
event contemplated by paragraph 3(d)(v) above, the Company shall promptly
prepare a post-effective amendment to any Shelf Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to purchasers of the Registrable
Securities included therein, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.  If the
Company notifies the Electing Holders of the occurrence of any fact or event contemplated
by paragraph 3(d)(v) above, the Electing Holder shall suspend the use of the
Prospectus until the requisite changes to the Prospectus have been made.


 


(k)           Not later than the Effective Time of
the Shelf Registration Statement, the Company shall provide a CUSIP number for
the Registrable Securities that are debt securities.


 


(l)            The Company shall use its reasonable
best efforts to comply with all applicable Rules and Regulations, and to make
generally available to its securityholders as soon as practicable, but in any
event not later than eighteen months after (i) the effective date (as defined
in Rule 158(c) under the Securities Act) of the Shelf Registration Statement,
(ii) the effective date of each post-effective amendment to the Shelf Registration
Statement, and (iii) the date of each filing by the Company with the Commission
of an Annual Report on Form 10-K that is incorporated by reference in the Shelf
Registration Statement, an earning statement of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act and the
rules and regulations of the Commission thereunder (including, at the option of
the Company, Rule 158).


 


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(m)          Not later than the Effective Time of
the Shelf Registration Statement, the Company shall cause the Indenture to be
qualified under the Trust Indenture Act; in connection with such qualification,
the Company shall cooperate with the Trustee under the Indenture and the
Holders (as defined in the Indenture) to effect such changes to the Indenture
as may be required for such Indenture to be so qualified in accordance with the
terms of the Trust Indenture Act; and the Company shall execute, and shall use
all reasonable efforts to cause the Trustee to execute, all documents that may
be required to effect such changes and all other forms and documents required
to be filed with the Commission to enable such Indenture to be so qualified in
a timely manner.  In the event that any
such amendment or modification referred to in this Section 3(m) involves
the appointment of a new trustee under the Indenture, the Company shall appoint
a new trustee thereunder pursuant to the applicable provisions of the
Indenture.


 


(n)           In the event of an underwritten
offering conducted pursuant to Section 6 hereof, the Company shall, if
requested, promptly include or incorporate in a Prospectus supplement or
post-effective amendment to the Shelf Registration Statement such information
as the Managing Underwriters reasonably agree should be included therein and to
which the Company does not reasonably object and shall make all required
filings of such Prospectus supplement or post-effective amendment as soon as
practicable after it is notified of the matters to be included or incorporated in
such Prospectus supplement or post-effective amendment.


 


(o)           The Company shall take all other
appropriate action (including entering into an underwriting agreement in
customary form in the event of an underwritten offering conducted pursuant to
Section 6 hereof) in order to expedite and facilitate the registration and
disposition of the Registrable Securities, and in connection therewith, if an
underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures substantially identical to those set
forth in Section 5 hereof with respect to all parties to be indemnified
pursuant to Section 5 hereof.


 


(p)           The Company shall:


 


(i)(A)  upon receipt of an
executed confidentiality agreement from the applicable party satisfactory to
the Company, make reasonably available for inspection by the Electing Holders,
any underwriter participating in any disposition pursuant to the Shelf
Registration Statement, and any attorney, accountant or other agent retained by
such Electing Holders or any such underwriter all relevant financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries, and (B) cause the Company’s officers, directors and employees to
supply all information reasonably requested by such Electing Holders or any
such underwriter, attorney, accountant or agent in connection with the Shelf
Registration Statement, in each case, as is customary for similar due diligence
examinations;  provided however that, if
the foregoing inspection and information gathering would otherwise disrupt the
Company’s conduct of its business, such inspection and information gathering
shall, to the greatest extent possible, be coordinated on behalf of the
Electing Holders and the other parties


 


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entitled thereto by one counsel designated by and on
behalf of the Electing Holders and other parties;


 


(ii)           in connection with any underwritten
offering conducted pursuant to Section 6 hereof, make such representations and
warranties to the Managing Underwriters, in form, substance and scope as are
customarily made by issuers to underwriters in primary underwritten offerings
of equity and convertible debt securities and covering matters including, but
not limited to, those set forth in the Purchase Agreement;


 


(iii)          in connection with any underwritten
offering conducted pursuant to Section 6 hereof, obtain opinions of counsel to
the Company (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the Managing Underwriters) addressed to the
underwriters, covering such matters as are customarily covered in opinions
requested in primary underwritten offerings of equity and convertible debt
securities (it being agreed that the matters to be covered by such opinions
shall include, without limitation, as of the date of the opinion and as of the
Effective Time of the Shelf Registration Statement or most recent
post-effective amendment thereto, as the case may be, the absence from the Shelf
Registration Statement and the Prospectus, including the documents incorporated
by reference therein, of an untrue statement of a material fact or the omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading);


 


(iv)          in connection with any underwritten
offering conducted pursuant to Section 6 hereof, obtain “cold comfort” letters
and updates thereof from the independent public accountants of the Company
(and, if necessary, from the independent public accountants of any subsidiary
of the Company or of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included in the Shelf
Registration Statement), addressed to the underwriters, in customary form and
covering matters of the type customarily covered in “cold comfort” letters in
connection with primary underwritten offerings;


 


(v)           in connection with any underwritten
offering conducted pursuant to Section 6 hereof, deliver such documents and
certificates as may be reasonably requested by the Managing Underwriters, if
any, including, without limitation, certificates to evidence compliance with
Section 3(j) hereof and with any conditions contained in the underwriting
agreement or other agreements entered into by the Company.


 


(q)           The Company will use its reasonable
best efforts to cause the Common Stock issuable upon conversion of the
Securities to be listed for quotation on the Nasdaq National Market System or
other stock exchange or trading system on which the Common Stock primarily
trades on or prior to the Effective Time of the Shelf Registration Statement
hereunder.


 


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(r)            In the event that any broker-dealer
registered under the Exchange Act shall be an “affiliate” (as defined in
Rule 2720(b)(1) of the NASD Rules (or any successor provision thereto)) of
the Company or has a “conflict of interest” (as defined in Rule 2720(b)(7)
of the NASD Rules (or any successor provision thereto)) and such broker-dealer
shall underwrite, participate as a member of an underwriting syndicate or
selling group or assist in the distribution of any Registrable Securities
covered by the Shelf Registration Statement, whether as a Holder of such
Registrable Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, the Company shall assist
such broker-dealer in complying with the requirements of the NASD Rules,
including, without limitation, by (A) if required by the NASD Rules, engaging a
“qualified independent underwriter” (as defined in Rule 2720(b)(15) of the
NASD Rules (or any successor provision thereto)) to participate in the
preparation of the registration statement relating to such Registrable Securities,
to exercise usual standards of due diligence in respect thereto and to
recommend the public offering price of such Registrable Securities, (B)
indemnifying such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 5 hereof, and (C) providing
such information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the NASD Rules.


 


(s)           The Company shall use its reasonable
best efforts to take all other steps necessary to effect the registration,
offering and sale of the Registrable Securities covered by the Shelf
Registration Statement contemplated hereby.


 


4.             Registration Expenses.  Except as otherwise provided in Section 3,
the Company shall bear all fees and expenses incurred in connection with
performance of its obligations under Sections 2, 3 and 6 hereof and shall bear
or reimburse the Electing Holders for the reasonable fees and disbursements of
a single counsel selected by a plurality of all Electing Holders who own an
aggregate of not less than 25% of the Registrable Securities covered by the
Shelf Registration Statement to act as counsel therefor in connection
therewith.  Each Electing Holder shall
pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Electing Holder’s Registrable
Securities pursuant to the Shelf Registration Statement.


 


5.             Indemnification and Contribution.


 


(a)           Indemnification by the Company. Upon the
registration of the Registrable Securities pursuant to Section 2 hereof, the
Company shall  indemnify and hold harmless each Electing Holder and each
underwriter, dealer or selling agent, if any, which facilitates the disposition
of Registrable Securities, and each of their respective officers and directors
and each person who controls such Electing Holder, underwriter, dealer or
selling agent within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act (each such person being sometimes referred to as an
“Indemnified Person”) against any losses, claims, damages or liabilities, joint
or several, to which such Indemnified Person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue


 


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statement of a
material fact contained in any Shelf Registration Statement under which such
Registrable Securities are to be registered under the Securities Act, or any
Prospectus contained therein or furnished by the Company to any Indemnified
Person relating to such Registrable Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and the Company hereby agrees to
reimburse such Indemnified Person for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that the Company
shall not be liable to any such Indemnified Person in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such Shelf Registration Statement or Prospectus, or amendment
or supplement, in reliance upon and in conformity with written information
furnished to the Company by such Indemnified Person expressly for use therein.


 


(b)           Indemnification by the Electing Holders and any
Agents and Underwriters. 
Each Electing Holder agrees, as a consequence of the inclusion of any of
such Electing Holder’s Registrable Securities in such Shelf Registration
Statement, and each underwriter, dealer or selling agent, if any, which
facilitates the disposition of Registrable Securities shall agree, as a
consequence of facilitating such disposition of Registrable Securities,
severally and not jointly, to (i) indemnify and hold harmless the Company, its
directors, officers who sign any Shelf Registration Statement and each person,
if any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any losses, claims,
damages or liabilities to which the Company or such other persons may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in such Shelf Registration Statement or Prospectus, or any amendment
or supplement, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Electing
Holder, underwriter, dealer or selling agent expressly for use therein, and
(ii) reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any such
action or claim as such expenses are incurred.


 


(c)           Notices of Claims, Etc.  Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under this Section 5, notify such
indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under the indemnification
provisions of or contemplated by subsection (a) or (b) above.  In case any such action shall be brought
against


 


13

















 


any indemnified party and it shall notify an indemnifying party of the
commencement thereof, such indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party with
respect to such action), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party under this
Section 5 for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an admission of,
fault, culpability or a failure to act, by or on behalf of any indemnified
party.


 


(d)           Contribution.  If the indemnification provided for in this Section 5 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. 
The relative fault of such indemnifying party and indemnified party
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by such indemnifying
party or by such indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 5(d) were determined by pro rata allocation (even if the
Electing Holders or any underwriters, dealers or selling agents or all of them
were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this
Section 5(d).  The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above shall be deemed
to include any legal or other fees or expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Electing
Holders and any underwriters, dealers or selling agents in this Section 5(d) to
contribute shall be several


 


14

















 


in proportion to
the percentage of principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.


 


(e)           Notwithstanding any other provision
of this Section 5, in no event will any (i) Electing Holder be required to
undertake liability to any person under this Section 5 for any amounts in
excess of the dollar amount of the proceeds to be received by such Holder from
the sale of such Holder’s Registrable Securities (after deducting any fees,
discounts and commissions applicable thereto) pursuant to any Shelf
Registration Statement under which such Registrable Securities are to be
registered under the Securities Act and (ii) underwriter, dealer or
selling agent be required to undertake liability to any person hereunder for
any amounts in excess of the discount, commission or other compensation payable
to such underwriter, dealer or selling agent or with respect to the Registrable
Securities underwritten by it and distributed to the public.


 


(f)            The obligations of the Company under
this Section 5 shall be in addition to any liability which the Company may
otherwise have to any Indemnified Person and the obligations of any Indemnified
Person under this Section 5 shall be in addition to any liability which
such Indemnified Person may otherwise have to the Company.  The remedies provided in this Section 5
are not exclusive and shall not limit any rights or remedies which may
otherwise be available to an indemnified party at law or in equity.


 


6.             Underwritten Offering.  Any Holder of Registrable Securities who
desires to do so may sell Registrable Securities (in whole or in part) in an
underwritten offering; provided that  (i) the Electing Holders of at least 33-1/3% in aggregate
principal amount of the Registrable Securities then covered by the Shelf
Registration Statement shall request such an offering and (ii) at least such
aggregate principal amount of such Registrable Securities shall be included in
such offering; and provided further that the Company shall
not be obligated to cooperate with more than one underwritten offering during
the Effectiveness Period.  Upon receipt
of such a request, the Company shall provide all Electing Holders of
Registrable Securities written notice of the request, which notice shall inform
such Electing Holders that they have the opportunity to participate in the
offering. The Company may furnish any notice to any Holder pursuant to this
Section 6 by furnishing the notice to the Holder’s e-mail address indicated on
the Notice and Questionnaire. In any such underwritten offering, the investment
banker or bankers and manager or managers that will administer the offering
will be selected by, and the underwriting arrangements with respect thereto
(including the size of the offering) will be approved by, the holders of a
majority of the Registrable Securities to be included in such offering; provided,
however,
that such investment bankers and managers and underwriting arrangements must be
satisfactory to the Company.  No Holder
may participate in any underwritten offering contemplated hereby unless (a)
such Holder agrees to sell such Holder’s Registrable Securities to be included
in the underwritten offering in accordance with any approved underwriting
arrangements, (b) such Holder completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such approved underwriting
arrangements, and (c) if such Holder is not then an Electing Holder, such
Holder returns a completed and signed Notice and Questionnaire to


 


15

















 


the Company in accordance with Section 3(a)(ii) hereof within a
reasonable amount of time before such underwritten offering.  The Holders participating in any
underwritten offering shall be responsible for any underwriting discounts and
commissions and fees and, subject to Section 4 hereof, expenses of their own
counsel.  The Company shall pay all
expenses customarily borne by issuers in an underwritten offering, including
but not limited to filing fees, the fees and disbursements of its counsel and
independent public accountants and any printing expenses incurred in connection
with such underwritten offering. 
Notwithstanding the foregoing or the provisions of Section 3(n) hereof,
upon receipt of a request from the Managing Underwriter or a representative of
holders of a majority of the Registrable Securities to be included in an
underwritten offering to prepare and file an amendment or supplement to the
Shelf Registration Statement and Prospectus in connection with an underwritten
offering, the Company may delay the filing of any such amendment or supplement
for up to 90 days if the Board of Directors of the Company shall have
determined in good faith that the Company has a bona fide business reason for
such delay.


 


7.                                      Liquidated Damages.


 


(a)           Pursuant to Section 2(a) hereof, the
Company may, upon written notice to all the Electing Holders, postpone having
the Shelf Registration Statement declared effective for a reasonable period not
to exceed 90 days if the Company possesses material non-public information, the
disclosure of which would have a material adverse effect on the Company and its
subsidiaries taken as a whole. 
Notwithstanding any such postponement, if (i) on or prior to the 90th
day following the Closing Date, a Shelf Registration Statement has not been filed
with the Commission or (ii) on or prior to the 180th day following the Closing
Date, such Shelf Registration Statement is not declared effective by the
Commission (each, a “Registration Default”), the Company shall be required to
pay liquidated damages (“Liquidated Damages”), from and including the day
following such Registration Default until, but excluding the date on which,
such Shelf Registration Statement is either so filed or so filed and
subsequently declared effective, as applicable, at a rate per annum equal to an
additional one-quarter of one percent (0.25%) of the principal amount of
Registrable Securities, to and including the 90th day following such
Registration Default and one-half of one percent (0.5%) thereof from and after
the 91st day following such Registration Default.


 


(b)           In the event that the Shelf
Registration Statement ceases to be effective (or the Holders of Registrable
Securities, subject to Section 2(b)(ii) and 3(a)(i) and (ii), are otherwise
prevented or restricted by the Company from effecting sales pursuant thereto)
(an “Effective Failure”) for more than 30 days, whether or not consecutive, in
any 90-day period, or for more than 90 days, whether or not consecutive, during
any 12-month period, then the Company shall pay Liquidated Damages at a rate
per annum equal to an additional one-half of one percent (0.5%) of the
principal amount of Registrable Securities from the 31st day upon which an
Effective Failure occurs in any 90-day period or the 91st day upon which an
Effective Failure occurs in any 12-month period, as the case may be, until the
earlier of (i) the time the Shelf Registration Statement again becomes
effective or the Holders of Registrable Securities are again able to make sales
under the Shelf Registration Statement or (ii) the time the


 


16

















 


Effectiveness
Period expires. For the purpose of determining an Effective Failure, days on
which the Company has been obligated to pay Liquidated Damages in accordance
with the foregoing in respect of a prior Effective Failure within the
applicable 90-day or 12-month period, as the case may be, shall not be
included.


 


 (c)          In
the event the Company fails to file a post-effective amendment to the Shelf
Registration Statement, or the post-effective amendment is not declared
effective, to the extent required by Section 3, and the effect of such failure
to file or to become effective is to cause the Shelf Registration Statement (x)
to fail to become effective in a timely fashion as provided in Section 7(a), or
(y) to cease to be effective (or the Holders to be prevented or restricted from
effecting sales pursuant thereto) as provided in Section 7(b), then the Company
shall pay Liquidated Damages on the same basis as provided in Section 7(a) or
7(b), as applicable.


 


(d)           Any amounts to be paid as Liquidated
Damages pursuant to paragraphs (a), (b) or (c) of this Section 7 shall be paid
semi-annually in arrears, with the first semi-annual payment due on the first
Interest Payment Date (as defined in the Indenture), as applicable, following
(i) in the case of said paragraphs (a) and (c), the date of such
Registration Default or (ii) in the case of said paragraph (b), the 31st
day upon which an Effective Failure occurs in any 90-day period or the 91st day
upon which an Effective Failure occurs in any 12-month period, as the case may
be.  Such Liquidated Damages will accrue
(1) in respect of the Registrable Securities at the rates set forth in
paragraphs (a), (b) or (c) of this Section 7, as applicable, on the principal
amount of the Registrable Securities and (2) in respect of the Common
Stock issued upon conversion of the Securities that remains a Registrable
Security, at the rates set forth in paragraphs (a), (b) or (c) of this Section
7, as applicable, applied to the Conversion Price (as defined in the Indenture)
at that time.


 


(e)           The Liquidated Damages as set forth
in this Section 7 shall be the exclusive monetary remedy available to the
Holders of Registrable Securities for such Registration Default or Effective
Failure. In no event shall the Company be required to pay Liquidated Damages in
excess of the applicable maximum rate per annum of one-half of one percent
(0.5%) set forth above, regardless of whether one or multiple Registration
Defaults exist.  Notwithstanding the
foregoing, the parties agree that the Purchasers and Holders may pursue
specific performance of this Agreement under Section 8(b).


 


8.             Miscellaneous.


 


(a)           Other Registration Rights.  The Company may grant or may have granted
registration rights that would permit any person that is a third party the
right to piggy-back on any Shelf Registration Statement, provided that if the
Managing Underwriter of any underwritten offering conducted pursuant to
Section 6 hereof notifies the Company and the Electing Holders that the
total amount of securities which the Electing Holders and the holders of such
piggy-back rights intend to include in any Shelf Registration Statement is so
large as to materially threaten the success of such offering (including the
price at which such securities can


 


17

















 


be sold), then the
amount, number or kind of securities to be offered for the account of holders
of such piggy-back rights will be reduced to the extent necessary to reduce the
total amount of securities to be included in such offering to the amount,
number and kind recommended by the Managing Underwriter prior to any reduction
in the amount of Registrable Securities to be included in such Shelf
Registration Statement.


 


(b)           Specific Performance.  The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the Holders from time to time
may be irreparably harmed by any such failure, and accordingly agree that the
Purchasers and such Holders, in addition to any other remedy to which they may
be entitled at law or in equity and without limiting the remedies available to
the Electing Holders under Section 7 hereof, shall be entitled to compel
specific performance of the obligations of the Company under this Registration
Rights Agreement in accordance with the terms and conditions of this
Registration Rights Agreement, in any court of the United States or any State
thereof having jurisdiction.


 


(c)           Amendments and Waivers.  This Agreement, including this Section 8(c),
may be amended, and waivers or consents to departures from the provisions
hereof may be given, only by a written instrument duly executed by the Company
and the Holders of a majority in aggregate principal amount of Registrable
Securities then outstanding.  Each
Holder of Registrable Securities outstanding at the time of any such amendment,
waiver or consent or thereafter shall be bound by any amendment, waiver or
consent effected pursuant to this Section 8(c), whether or not any notice,
writing or marking indicating such amendment, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.


 


(d)           Notices. 
Except as otherwise provided herein, all notices and other
communications provided for or permitted hereunder shall be given as provided
in the Indenture.


 


(e)           Parties in Interest.  The parties to this Agreement intend that
all Holders of Registrable Securities shall be entitled to receive the benefits
of this Agreement and that any Electing Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities which are included in a Shelf Registration Statement.  All the terms and provisions of this
Agreement shall be binding upon, shall inure to the benefit of and shall be
enforceable by the respective successors and assigns of the parties hereto and
any Holder from time to time of the Registrable Securities to the aforesaid
extent.  In the event that any
transferee of any Holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of any
kind, be entitled to receive the benefits of and, if an Electing Holder, be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement to the aforesaid extent.


 


18

















 


(f)            Counterparts.  This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


(g)           Headings. 
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.


 


(h)           Governing Law.  This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.


 


(i)            Severability.  In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.


 


(j)            Survival. 
The respective indemnities, agreements, representations, warranties and
other provisions set forth in this Agreement or made pursuant hereto shall
remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any Electing
Holder, any director, officer or partner of such Holder, any agent or
underwriter, any director, officer or partner of such agent or underwriter, or
any controlling person of any of the foregoing, and shall survive the transfer
and registration of the Registrable Securities of such Holder.


 


19

















 


Please confirm that the
foregoing correctly sets forth the agreement between the Company and you.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amylin
  Pharmaceuticals, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lloyd A. Rowland

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President, General

  Counsel and Secretary

  



 


 


	
  Accepted as of the date hereof:

  	
   

  
	
   

  	
   

  
	
  Morgan
  Stanley & Co. Incorporated

  Goldman, Sachs & Co.

  	
   

  
	
   

  	
   

  
	
  By: Morgan Stanley & Co. Incorporated

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On behalf of each of the Purchasers.

  
					



 


20

















 


Appendix A


 


AMYLIN PHARMACEUTICALS, INC.


 


NOTICE OF REGISTRATION STATEMENT


 


AND


 


SELLING SECURITYHOLDER QUESTIONNAIRE


 


                        ,
2004


 


Amylin Pharmaceuticals, Inc.


 


INSTRUCTION TO DTC
PARTICIPANTS


 


(Date of Mailing)


 


URGENT –IMMEDIATE ATTENTION REQUESTED


 


DEADLINE FOR RESPONSE: 
                      


 


 


The Depository Trust Company (“DTC”) has identified
you as a DTC Participant through which beneficial interests in the Amylin
Pharmaceuticals, Inc. (the “Company”) 2.50% Convertible Senior Notes due 2011
(the “Securities”) are held.


 


The Company is in the process of registering the
Securities under the Securities Act of 1933 for resale by the beneficial owners
thereof.  In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.


 


It is important that beneficial owners of the
Securities receive a copy of the enclosed materials as soon as possible
as their rights to have the Securities included in the registration statement
depend upon their returning the Notice and Questionnaire by
                             .
Please forward a copy of the enclosed documents to each beneficial owner that
holds interests in the Securities through you. 
If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact the Company’s counsel,
Cooley Godward LLP, 4401 Eastgate Mall, San Diego, CA  92121, Attention:  Charles
Kim, Esq. ((858) 550-6045).


 


A-1

















 


AMYLIN PHARMACEUTICALS, INC.


 


NOTICE OF REGISTRATION STATEMENT


 


AND


 


SELLING SECURITYHOLDER QUESTIONNAIRE


 


                        ,
2004


 


Amylin
Pharmaceuticals, Inc. (the “Company”) has filed with the United States Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-3
(the “Shelf Registration Statement”)
for the registration and resale under Rule 415 of the United States Securities
Act of 1933, as amended (the “Securities Act”), of the Company’s 2.50% Convertible
Senior Notes due 2011 (the “Securities”) and the shares of common stock, par value
$0.001 per share (the “Common Stock”), issuable upon conversion thereof, in
accordance with the Registration Rights Agreement, dated as of the date of
original issuance of the Securities (the “Registration Rights Agreement”), between the Company
and the purchasers named therein.  A
copy of the Registration Rights Agreement is attached hereto.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.


 


In order
to have Registrable Securities included in the Shelf Registration Statement (or
a supplement or amendment thereto), this Notice of Registration Statement and
Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed
and delivered to the Company at the address set forth herein for receipt ON OR BEFORE
               ,
2004.  Beneficial owners of Registrable
Securities who do not complete, execute and return this Notice and
Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not use the
Prospectus forming a part thereof for resales of Registrable Securities.


 


Certain
legal consequences arise from being named as a selling securityholder in the
Shelf Registration Statement and related Prospectus.  Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel regarding
the consequences of being named or not being named as a selling securityholder
in the Shelf Registration Statement and related Prospectus.


 


The term
“Registrable Securities” is defined in the Registration Rights Agreement to
mean all or any portion of the Securities issued from time to time under the
Indenture in registered form and the shares of Common Stock issuable upon
conversion, repurchase or redemption of such Securities; provided, however, that a
security ceases to be a Registrable Security when it is no longer a Restricted
Security.


 


The term
“Restricted Security” is defined in the Registration Rights Agreement to mean
any Security or share of Common Stock issuable upon conversion thereof except
any such Security or share of Common Stock which (i) has been effectively
registered under the Securities Act and sold in a manner contemplated by the
Shelf Registration Statement, (ii) has been transferred in compliance with
Rule 144 under the Securities Act (or any successor provision thereto) or
is transferable pursuant to paragraph (k) of such Rule 144 (or any successor
provision thereto), or (iii) has otherwise been transferred and a new Security
or share of Common Stock not subject to transfer restrictions under the
Securities Act has been delivered by or on behalf of the Company in accordance
with the Indenture.


 


A-2

















 


ELECTION


 


The
undersigned holder (the “Selling Securityholder”) of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3).  The undersigned, by signing and returning
this Notice and Questionnaire, agrees to be bound with respect to such
Registrable Securities by the terms and conditions of this Notice and
Questionnaire and the Registration Rights Agreement, including, without
limitation, Section 5 of the Registration Rights Agreement, as if the
undersigned Selling Securityholder were an original party thereto.


 


Upon any
sale of Registrable Securities pursuant to the Shelf Registration Statement,
the Selling Securityholder will be required to deliver to the Company and the
Trustee the Notice of Transfer (completed and signed) set forth in
Exhibit 1 to this Notice and Questionnaire.


 


The
Selling Securityholder hereby provides the following information to the Company
and represents and warrants that such information is accurate and complete:


 


A-3

















 


QUESTIONNAIRE


 


(1)  (a)              Full legal name of Selling Securityholder:


 


 


 


(b)         Full legal name of registered holder
(if not the same as in (a) above) of Registrable Securities listed in Item (3)
below:


 


 


 


(c)          Full legal name of DTC participant
(if applicable and if not the same as (b) above) through which Registrable
Securities listed in Item (3) below are held:


 


 


 


(d)         State whether the Selling
Securityholder is a publicly-held entity or a subsidiary of a publicly-held
entity (i.e. an entity that has a class of securities registered under the
Securities Exchange Act of 1934, as amended):


 


Yes
      No       


 


If a subsidiary, please identify the publicly-held
parent entity:
                                         


 


(e)          State whether the Selling
Securityholder is an investment company, or a subsidiary of an investment
company, registered under the Investment Company Act of 1940:


 


Yes
      No       


 


If a subsidiary, please identify the investment
company parent
entity:                                         


 


(f)            If you answered “No” to questions (d)
and (e), state the number of natural persons who have or share
voting or investment control over the Registrable Securities:
                                         .


 


If your answer is 5 or fewer, please identify those
natural persons:


 


 


 


 


Please note that the SEC requires that these natural persons
be named in the prospectus.


 


(2)                                  Address for notices to Selling
Securityholder:


 


 


 


 


	
  Telephone:

  	
   

  
	
   

  	
   

  
	
  E-mail:

  	
   

  
	
   

  	
   

  
	
  Fax:

  	
   

  



 


A-4

















 


Contact
Person:                 


 


(3)                                  Beneficial ownership of Securities:


 


Except as set forth below in this Item (3), the undersigned
Selling Securityholder does not beneficially own any Securities or shares of
Common Stock issued upon conversion, repurchase or redemption of any
Securities.


 


(a)          Principal amount of Registrable
Securities (as defined in the Registration Rights Agreement) beneficially
owned: 


 


CUSIP
No(s). of such Registrable Securities: 


 


Number
of shares of Common Stock (if any) issued upon conversion, repurchase or
redemption of Registrable Securities: 


 


(b)         Principal amount of Securities other
than Registrable Securities beneficially owned:


 


 


CUSIP
No(s). of such other Securities: 


 


Number
of shares of Common Stock (if any) issued upon conversion of such other
Securities:


 


 


 


(c)          Principal amount of Registrable
Securities which the undersigned wishes to be included in the Shelf
Registration Statement:      


 


CUSIP
No(s). of such Registrable Securities to be included in the Shelf Registration
Statement:


 


 


 


Number
of shares of Common Stock (if any) issued upon conversion of Registrable
Securities which are to be included in the Shelf Registration Statement:       


 


 


 


(4)                                  Beneficial ownership of other
securities of the Company:


 


Except as set forth below in this Item (4), the undersigned
Selling Securityholder is not the beneficial or registered owner of any shares
of Common Stock or any other securities of the Company, other than the
Securities and shares of Common Stock listed above in Item (3).


 


State
any exceptions here:


 


 


 


(5)                                  Relationships with the Company:


 


Except as set forth below, neither the Selling
Securityholder nor any of its affiliates, officers, directors or principal
equity holders (5% or more) has held any position or office or has had any
other material relationship with the Company (or its predecessors or
affiliates) during the past three years.


 


State
any exceptions here:


 


 


 


(6)                                  Plan of Distribution:


 


Except as set forth below, the undersigned Selling
Securityholder intends to distribute the Registrable Securities listed above in
Item (3) only as follows (if at all): 
Such Registrable Securities may be sold from time to time directly by
the undersigned Selling Securityholder or,


 


A-5

















 


alternatively, through underwriters, broker-dealers or
agents.  If the Registrable Securities
are sold through underwriters or broker-dealers, the Selling Securityholder
will be responsible for underwriting discounts or commissions.  Such Registrable Securities may be sold in
one or more transactions at fixed prices, at prevailing market prices at the
time of sale, at varying prices determined at the time of sale, or at
negotiated prices.  Such sales may be
effected in transactions (which may involve crosses or block transactions) (i)
on any national securities exchange or quotation service on which the
Registrable Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or services or in the over-the-counter market, or (iv) through the writing of
options.  In connection with sales of
the Registrable Securities or otherwise, the Selling Securityholder may enter
into hedging transactions with broker-dealers, which may in turn engage in short
sales of the Registrable Securities in the course of hedging the positions they
assume.  The Selling Securityholder may
also sell Registrable Securities short and deliver Registrable Securities to
close out such short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities.  The Selling Securityholder may pledge or grant security interest
in some or all of the Registrable Securities owned by it and, if it defaults in
the performance of its secured obligations, the pledgees or secured parties may
offer and sell the Registrable Securities from time to time pursuant to the
prospectus. The Selling Securityholder also may transfer and donate shares in
other circumstances in which case the transferees, donees, pledgees or other
successors in interest will be the selling security holder for purposes of the
prospectus.


 


State
any exceptions here:


 


Note:  Underwritten offerings of the Registrable
Securities are subject to limitations set forth in the Registration Rights
Agreement.


 


(7)  (a)     State whether the undersigned Selling Securityholder has or will
enter into “hedging transactions.”


 


Yes
      No      


 


If yes, you must provide
a complete description of the hedging transactions into which the undersigned
Selling Securityholder has entered or will enter and the purpose of such
hedging transactions, including the extent to which such hedging transactions
remain in place.


 


 


 


 


 


Please
note that the SEC may deem short sales of securities covered by a registration
statement prior to the effectiveness of such registration statement as a
violation of Section 5 of the Securities Act.


 


(b)         State whether the undersigned
Selling Securityholder has sold any of the Registrable Securities or shares of
common stock of the Company short since the date of original issuance of the
Registrable Securities.


 


Yes
      No       


 


A-6

















 


If yes, you must provide a complete description of the
short sale, including the number of shares of common stock of the Company
involved and whether the short position remains in place.


 


 


 


 


 


(8)  (a)     State whether the undersigned Selling Securityholder is a
registered broker-dealer.


 


Yes
      No      


 


(b)         State whether the undersigned
Selling Securityholder received the Registrable Securities as compensation for
underwriting activities and, if so, provide a brief description of the
transaction(s) involved.


 


Yes
      No      


 


 


 


The SEC
requires that all Selling Securityholders that are broker-dealers, even if they
did not receive the Registrable Securities as compensation for underwriting
activities, must be named as underwriters in the prospectus for the Registrable
Securities.  Selling Securityholders,
including those named as underwriters, must deliver copies of the prospectus to
purchasers at or prior to the time of any sale of the Registrable Securities.


 


(c)          State whether the undersigned
Selling Securityholder is an affiliate of a registered broker-dealer and if so,
list the name(s) of the broker-dealer affiliate(s).


 


Yes
      No       


 


 


 


If the
answer is “Yes,” you must answer question (d) below.


 


(d)         If the undersigned Selling
Securityholder is an affiliate of a registered broker-dealer:


 


(i) Did the undersigned Selling Securityholder
purchase the Registrable Securities in the ordinary course of business?


 


Yes
      No       


 


A-7

















 


If the answer is “No,” to
question (i) state any exceptions below:


 


 


 


(ii) At the time of the
purchase of the Registrable Securities, did the undersigned Selling
Securityholder have any agreements or understandings, directly or indirectly,
with any person to distribute the Registrable Securities?


 


Yes
      No       


 


If the answer is “Yes” to
question (ii), state any exceptions below:


 


 


 


If the answer is “No” to
question (i) or “Yes” to question (ii), you will be named as an underwriter in
the prospectus relating to the Registrable Securities.


 


By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the prospectus
delivery and other provisions of the Securities Act and the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder, particularly
Regulation M.


 


In the
event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.


 


By
signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (8) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus.  The Selling
Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.


 


In
accordance with the Selling Securityholder’s obligation under Section 3(a)
of the Registration Rights Agreement to provide such information as may be
required by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect.  Except as otherwise provided in
the Registration Rights Agreement, all notices hereunder and pursuant to the
Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:


 


(i)    To the Company:


 


Amylin
Pharmaceuticals, Inc.


9360
Towne Centre Drive, Suite 110


San
Diego, CA  92121


Attention:
Lloyd A. Rowland, Esq., General Counsel


 


A-8

















 


(ii)   With a copy to:


 


Cooley
Godward LLP


4401
Eastgate Mall


San
Diego, CA  92121-9109


Attention:  Charles Kim, Esq.


 


Once
this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives, and assigns of the Company and the Selling
Securityholder (with respect to the Registrable Securities beneficially owned
by such Selling Securityholder and listed in Item (3) above).  This Agreement shall be governed in all
respects by the laws of the State of New York.


 


A-9

















 


IN WITNESS WHEREOF, the undersigned, by authority duly
given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Selling
  Securityholder

  
	
   

  	
   

  
	
   

  	
  (Print/type
  full legal name of beneficial owner of

  Registrable Securities)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR
BEFORE
              ,
2004 TO THE COMPANY AT:


 


Amylin
Pharmaceuticals, Inc.


9360
Towne Centre Drive, Suite 110


San
Diego, CA  92121


Attention:
Lloyd A. Rowland, Esq., General Counsel


 


WITH A
COPY TO:


 


Cooley
Godward LLP


4401
Eastgate Mall


San
Diego, CA  92121-9109


Attention:  Charles Kim, Esq.


 


A-10

















 


Exhibit 1


to Appendix A


 


NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


 


Amylin
Pharmaceuticals, Inc.


9360
Towne Centre Drive, Suite 110


San
Diego, CA  92121


Attn:  Lloyd A. Rowland, Esq., General Counsel


 


J.P.
Morgan Trust Company, National Association


 


	
  Re:

  	
   

  	
  Amylin
  Pharmaceuticals, Inc. (the “Company”)

  
	
   

  	
   

  	
  2.50%
  Convertible Senior Notes due 2011 (the “Notes”)

  



 


Dear
Sirs:


 


Please
be advised that
                        
has transferred
$                        
aggregate principal amount of the above-referenced Notes or shares of the
Company’s common stock, issued upon conversion, repurchase or redemption of
Notes, pursuant to an effective Registration Statement on Form S-3 (File
No. 333-                        )
filed by the Company.


 


We
hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the Notes
or common stock is named as a selling securityholder in the Prospectus dated [date],
or in amendments or supplements thereto, and that the aggregate principal
amount of the Notes or number of shares of common stock transferred are [a portion
of] the Notes or shares of common stock listed in such Prospectus as
amended or supplemented opposite such owner’s name.


 


	
  Dated:

  	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  (Authorized
  Signature)

  
						



 


A-11