Exhibit 4.2


Execution Copy


Amylin
Pharmaceuticals, Inc.


3.00%
Convertible Senior Notes due 2014


Registration
Rights Agreement


June 8, 2007


Goldman, Sachs & Co.


85 Broad Street


New York, NY 10004


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 3.00% Convertible Senior Notes due 2014 (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.


“Additional Interest”
has the meaning assigned thereto in Section 7(a) hereof.


“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)(iv) 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 June 8, 2007, between the Company and The Bank of
New York Trust Company, N.A., as amended and supplemented from time to time in
accordance with its terms.


“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.


“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.



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“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 June 4, 2007, 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 or repurchase 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 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



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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 file and cause 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 to become effective under the Act no
later than 180 calendar days following the Closing Date; provided, 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)           subject
to Section 3(a)(iii), 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



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(iii)          if
at any time the Securities, pursuant to Article XII 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 45
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 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



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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)          Upon
receipt of the completed Notice and Questionnaire from an Electing Holder,
together with any other information as may be reasonably requested by the
Company from such Electing Holder following the Effective Time of the Shelf
Registration Statement, the Company shall, within 30 days after the date of
receipt of such Notice and Questionnaire, or if the use of the Shelf
Registration Statement is suspended pursuant to Section 2(c) at the time
of receipt, within 60 days after the expiration of such suspension, file the
amendments to the Shelf Registration Statement or supplements to the Prospectus
forming a part thereof or other documents as are necessary to permit such
Electing Holder to deliver the Prospectus to purchasers of Registrable
Securities (subject to the Company’s right to suspend the use of the Prospectus
pursuant to Section 2(c)). 
Notwithstanding the foregoing, the Company shall not be required to file
more than one post-effective amendment to the Shelf Registration Statement or
supplement to the Prospectus during any 60-day period.


(iv)          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 filing thereof with
the Commission a copy of the Shelf Registration Statement to be initially filed
with the Commission, and shall furnish to such Holders, prior to the filing
thereof with the Commission, copies of each amendment 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.



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(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 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)          if
the Shelf Registration Statement is an automatic shelf registration statement
as defined in Rule 405 under the Act, of the receipt by the Company of any
notice by the Commission that the Commission objects to the use of the Shelf
Registration Statement as an automatic shelf registration statement and of any
disqualification of the Company as a well known seasoned issuer as defined in
Rule 405 under the Act;


(v)           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


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



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(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)(vi) 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 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)(vi) 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



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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)(vi)
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).


(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



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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 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



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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
Global Market 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.


(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.



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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 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.



 12














(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 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



 13
 








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 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
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



 14
 








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.             Additional Interest.


(a)           If,
on or prior to the 180th day following the Closing Date, a Shelf Registration
Statement is not declared effective by the Commission or has not become
effective (a “Registration Default”), the Company shall be required to pay
additional interest (“Additional Interest”), from and including the day
following such Registration Default until, but excluding the date on which,
such Shelf Registration Statement is 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 the Securities that are 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 45 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 Additional
Interest at a rate per annum equal to an additional one-half of one percent
(0.5%) of the principal amount of the Securities that are Registrable
Securities from the 46th 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 Effectiveness Period expires. For the purpose of
determining an Effective Failure, days on which the Company has been obligated
to pay Additional Interest 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



 15
 








effecting sales pursuant thereto) as
provided in Section 7(b), then the Company shall pay Additional Interest on the
same basis as provided in Section 7(a) or 7(b), as applicable.


(d)           Any
amounts to be paid as Additional Interest 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 46th 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 Additional Interest will accrue in respect of the Securities that
are 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 Securities
that are Registrable Securities.


(e)           The
Additional Interest 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 Additional Interest 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 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.



 16
 








(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.


(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



 17
 








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.



 18
 








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


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amylin
  Pharmaceuticals, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark G. Foletta

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark G. Foletta

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President, Finance and 

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted as of
  the date hereof:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Goldman,
  Sachs & Co.

  	
   

  	
   

  
	
  Morgan
  Stanley & Co. Incorporated

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Goldman, Sachs
  & Co.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Goldman,
  Sachs & Co.

  	
   

  	
   

  	
   

  
	
   

  	
  (Goldman, Sachs & Co.)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Morgan Stanley
  & Co. Incorporated

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Bryan
  Andrzejewski

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Bryan
  Andrzejewski

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Executive
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  On behalf of each of the Purchasers.

  	
   

  	
   

  
									



 



 19














Appendix
A


AMYLIN
PHARMACEUTICALS, INC.


NOTICE OF
REGISTRATION STATEMENT


AND


SELLING
SECURITYHOLDER QUESTIONNAIRE


                        ,
2007


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”) 3.00% Convertible Senior Notes due 2014 (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 Bair, Esq. ((858) 550-6142),
e-mail cbair@cooley.com.



 A-1
 








AMYLIN
PHARMACEUTICALS, INC.


NOTICE OF
REGISTRATION STATEMENT


AND


SELLING
SECURITYHOLDER QUESTIONNAIRE


                        ,
2007


Amylin Pharmaceuticals, Inc. (the “Company”)
has filed or will file 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 3.00% Convertible Senior Notes due 2014
(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
               ,
2007.  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 or repurchase 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   o  
No   o


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   o  
No   o


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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Contact Person:

  	
   

  	
   

  



 



 A-4
 








 


(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 or repurchase 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 or repurchase 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



 A-5
 








Securities may
be sold from time to time directly by the undersigned Selling Securityholder
or, 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   o  
No   o


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.



 A-6
 








Yes   o  
No   o


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   o  
No   o


(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   o  
No   o


 


 


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   o  
No   o


 


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   o  
No   o



 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   o  
No   o


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


San Diego, CA  92121


Attention: Lloyd A. Rowland,
Esq.



 A-8
 








(ii)   With a copy to:


Cooley Godward LLP


4401 Eastgate Mall


San Diego, CA 
92121-9109


Attention:  Charles Bair, 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
              ,
2007 TO THE COMPANY AT:


Amylin Pharmaceuticals, Inc.


9360 Towne Centre Drive


San Diego, CA  92121


Attention: Lloyd A.
Rowland, Esq.


WITH A COPY TO:


Cooley Godward LLP


4401 Eastgate Mall


San Diego, CA  92121-9109


Attention:  Charles Bair, Esq.



 A-10
 








Exhibit 1


to Appendix A


NOTICE OF
TRANSFER PURSUANT TO REGISTRATION STATEMENT


Amylin
Pharmaceuticals, Inc.


9360
Towne Centre Drive


San
Diego, CA  92121


Attn:  Lloyd A. Rowland, Esq.


The Bank of New York Trust Company, N.A.


Re:      Amylin Pharmaceuticals,
Inc. (the “Company”)

3.00% Convertible Senior Notes due 2014 (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 or repurchase 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