MERGER OR CONSOLIDATION OR CHANGE IN CONTROL OR SIMILAR
TRANSACTION.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS LOAN
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS AND
PERMITTED ASSIGNS OF THE PARTIES.
ANY ATTEMPTED ASSIGNMENT NOT IN ACCORDANCE
WITH THIS SECTION WILL BE VOID.
10.3
ENTIRE AGREEMENT.
THIS LOAN AGREEMENT, THE EXHIBITS
AND SCHEDULES HERETO, THE OTHER LOAN DOCUMENTS, THE COLLABORATION AGREEMENT AND
THE OTHER DOCUMENTS DELIVERED PURSUANT HERETO CONSTITUTE THE FULL AND ENTIRE
UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES WITH REGARD TO THE SUBJECTS
HEREOF.
10.4
SEVERABILITY.
IN CASE ANY PROVISION OF THIS LOAN
AGREEMENT SHALL BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR
IMPAIRED THEREBY.
10.5
TITLES AND SUBTITLES.
THE TITLES OF THE SECTIONS
AND SUBSECTIONS OF THE LOAN AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND
ARE NOT TO BE CONSIDERED IN CONSTRUING THIS LOAN AGREEMENT.
10.6
NOTICES.
ALL NOTICES WHICH ARE REQUIRED OR
PERMITTED HEREUNDER WILL BE IN WRITING AND SUFFICIENT IF DELIVERED PERSONALLY,
SENT BY FACSIMILE OR EMAIL TO A CURRENT FAX NUMBER OR E-MAIL ADDRESS FOR THE
RECIPIENT (AND PROMPTLY CONFIRMED BY PERSONAL DELIVERY, REGISTERED OR CERTIFIED
MAIL OR OVERNIGHT COURIER), SENT BY NATIONALLY-RECOGNIZED OVERNIGHT COURIER OR
SENT BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED,
ADDRESSED AS FOLLOWS:
if to Amylin, to:
Amylin Pharmaceuticals, Inc.
9360 Towne Centre Drive
San Diego, California 92121
Attention: President and Chief Executive Officer
Fax No.: (858) 334-1237
E-Mail: 
with a copy to:
Attention: General Counsel
Fax No.: (858) 754-0973
E-Mail: 
15
if to Lilly, to:
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, IN 46285
Attention: General Counsel
or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. Any such notice
will be deemed to have been given when delivered if personally delivered or sent
by facsimile on a Business Day, on the Business Day after dispatch if sent by
nationally-recognized overnight courier and on the third Business Day following
the date of mailing if sent by mail.
10.7
WAIVER.
THE WAIVER BY EITHER PARTY HERETO OF ANY
RIGHT HEREUNDER, OR THE FAILURE TO PERFORM, OR A BREACH BY THE OTHER PARTY WILL
NOT BE DEEMED A WAIVER OF ANY OTHER RIGHT HEREUNDER OR OF ANY OTHER BREACH OR
FAILURE BY SAID OTHER PARTY WHETHER OF A SIMILAR NATURE OR OTHERWISE.
10.8
COUNTERPARTS.
THIS LOAN AGREEMENT MAY BE EXECUTED
IN TWO OR MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT ALL
OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
10.9
EFFECTIVE DATE.
THIS AGREEMENT SHALL BECOME
EFFECTIVE UPON THE DATE APPROVED BY LILLY'S BOARD OF DIRECTORS (THE "EFFECTIVE
DATE").
LILLY AGREES TO CAUSE ITS MANAGEMENT TO RECOMMEND APPROVAL OF THIS
AGREEMENT TO ITS BOARD OF DIRECTORS ON OR BEFORE OCTOBER 20, 2008, AND SHALL
PROMPTLY NOTIFY AMYLIN OF THE