Agreement - AMYLIN PHARMACEUTICALS INC - 3-27-2000

Document Sample
Agreement - AMYLIN PHARMACEUTICALS INC - 3-27-2000 Powered By Docstoc
					EXHIBIT 10.44 *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2 AGREEMENT THIS AGREEMENT is made by and among Ortho Biotech, a New Jersey corporation, having a principal place of business at Route 202 South, Raritan, New Jersey 08869-0602 ("Ortho Biotech"), Amylin Pharmaceuticals, Inc., a Delaware Corporation having a principal place of business at 9373 Towne Centre Drive, San Diego, California 92121 ("Amylin") and Bachem California, a California corporation, having a principal place of business at 3132 Kashiwa Street, Torrance, California 90505 ("Bachem"). References to any of Amylin or Ortho Biotech, or Bachem includes reference to their respective Affiliates. WHEREAS, Bachem previously manufactured for Amylin a compound referred to as pramlintide (also known as AC-137). WHEREAS, Amylin and LifeScan, Inc., an Affiliate of Ortho Biotech, have entered in to a Collaboration Agreement dated June 20, 1995, under which they are jointly developing and commercializing pramlintide. WHEREAS, Ortho Biotech, on behalf of Johnson and Johnson, wishes to engage Bachem to manufacture validation lots and commercial supplies of pramlintide in connection with the joint development and commercialization of pramlintide by Amylin and LifeScan, Inc., pursuant to the Collaboration Agreement. WHEREAS, Bachem now desires to manufacture for Ortho Biotech pramlintide for use by Amylin and Ortho Biotech as validation batches for regulatory registration in connection with pramlintide and to also produce for Ortho Biotech commercial supplies of pramlintide; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, Bachem, Ortho Biotech and Amylin agree as follows: 1. Definitions As used in this Agreement, the following words and phrases shall have the following meanings: 1.1 "Affiliate" of a party hereto means any entity which directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such party. 1.2 "Commercial Lots" shall mean those lots described in Paragraph 2.2. 1.3 "Effective Date" means the later date of execution written on the execution page of this Agreement. 1.4 "FDA" means the United States Food and Drug Administration and any successor entity. 1.5 "Product" means the bulk form of pramlintide (also known as AC--137) which meets the Product Specifications. 1.6 "Product Specifications" means the written specifications for Product set forth in Exhibit 1 as amended from time to time pursuant to Paragraph 3.1. 1.7 "Validation Lots" shall man those lots described in Paragraph 2.2.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, Bachem, Ortho Biotech and Amylin agree as follows: 1. Definitions As used in this Agreement, the following words and phrases shall have the following meanings: 1.1 "Affiliate" of a party hereto means any entity which directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such party. 1.2 "Commercial Lots" shall mean those lots described in Paragraph 2.2. 1.3 "Effective Date" means the later date of execution written on the execution page of this Agreement. 1.4 "FDA" means the United States Food and Drug Administration and any successor entity. 1.5 "Product" means the bulk form of pramlintide (also known as AC--137) which meets the Product Specifications. 1.6 "Product Specifications" means the written specifications for Product set forth in Exhibit 1 as amended from time to time pursuant to Paragraph 3.1. 1.7 "Validation Lots" shall man those lots described in Paragraph 2.2. 2

2. Purchase and Sale of Product 2.1 Bachem agrees to manufacture and supply to Ortho Biotech and Ortho Biotech agrees to purchase a total of at least [...***...] of bulk Product using the optimized process described in the Batch Production Records that resulted from the production of the qualification batches under the Materials Purchase Contract No. 151 dated September 24, 1996 between Amylin and Bachem. Manufacture is to start in [...***...] and continue through the year [...***...]. 2.2 Bachem agrees to manufacture and supply the following quantities of Product at the following times: A total of [...***...] over the period [...***...] in accordance with the schedule below: VALIDATION LOTS
[...***...] [...***...] lots no later than [...***...]

COMMERCIAL LOTS [...***...] [...***...] lots by [...***...] pursuant to an issued Purchase Order. [...***...] lots at a rate of approximately every [...***...] pursuant to an issued Purchase Order.

[...***...]

3 * CONFIDENTIAL TREATMENT REQUESTED

[...***...]

[...***...] lots at a rate of approximately every [...***...] in the year [...***...]

2. Purchase and Sale of Product 2.1 Bachem agrees to manufacture and supply to Ortho Biotech and Ortho Biotech agrees to purchase a total of at least [...***...] of bulk Product using the optimized process described in the Batch Production Records that resulted from the production of the qualification batches under the Materials Purchase Contract No. 151 dated September 24, 1996 between Amylin and Bachem. Manufacture is to start in [...***...] and continue through the year [...***...]. 2.2 Bachem agrees to manufacture and supply the following quantities of Product at the following times: A total of [...***...] over the period [...***...] in accordance with the schedule below: VALIDATION LOTS
[...***...] [...***...] lots no later than [...***...]

COMMERCIAL LOTS [...***...] [...***...] lots by [...***...] pursuant to an issued Purchase Order. [...***...] lots at a rate of approximately every [...***...] pursuant to an issued Purchase Order.

[...***...]

3 * CONFIDENTIAL TREATMENT REQUESTED

[...***...]

[...***...] lots at a rate of approximately every [...***...] in the year [...***...] pursuant to AN issued Purchase Order.

Purchase Orders will be issued at least six months in advance of the delivery date for the individual Purchase Orders. 2.3 The price for the Product shall be [...***...](gross weight) F.O.B. Bachem's manufacturing facility in Torrance, California. 2.4 Ortho Biotech agrees to participate with Bachem in the investment of [...***...] for plant and equipment needed to assure timely manufacture and delivery of Product pursuant to this Agreement, with title to all improvements and equipment to remain with Bachem. Total investment costs for Ortho Biotech is [...***...] of which [...***...] has already been paid prior to the Effective Date, of which [...***...] shall become due and payable within thirty (30) days of the Effective Date of the Agreement and the remaining [...***...] shall be due and payable in the second quarter of 1997 and no later than the end of the second quarter. Bachem agrees to invest the remaining [...***...]. Such monies will be used to make the specific plant investments and to purchase the equipment listed in Exhibit 2 attached hereto. Bachem represents and warrants that all investments listed in Exhibit 2 in the plant and equipment are necessary to produce Product, will be used on a priority basis for manufacture of the Product and will be used to manufacture the [...***...] quantities of Product described in Paragraph 2.1. Bachem further represents and warrants that no additional capital investment will be necessary on the part of Ortho Biotech to enable Bachem to produce the specified quantities at the times specified in Paragraph 2.2 and that Bachem shall make all other necessary capital investments to timely produce and deliver the quantities of Product 4 * CONFIDENTIAL TREATMENT REQUESTED

[...***...]

[...***...] lots at a rate of approximately every [...***...] in the year [...***...] pursuant to AN issued Purchase Order.

Purchase Orders will be issued at least six months in advance of the delivery date for the individual Purchase Orders. 2.3 The price for the Product shall be [...***...](gross weight) F.O.B. Bachem's manufacturing facility in Torrance, California. 2.4 Ortho Biotech agrees to participate with Bachem in the investment of [...***...] for plant and equipment needed to assure timely manufacture and delivery of Product pursuant to this Agreement, with title to all improvements and equipment to remain with Bachem. Total investment costs for Ortho Biotech is [...***...] of which [...***...] has already been paid prior to the Effective Date, of which [...***...] shall become due and payable within thirty (30) days of the Effective Date of the Agreement and the remaining [...***...] shall be due and payable in the second quarter of 1997 and no later than the end of the second quarter. Bachem agrees to invest the remaining [...***...]. Such monies will be used to make the specific plant investments and to purchase the equipment listed in Exhibit 2 attached hereto. Bachem represents and warrants that all investments listed in Exhibit 2 in the plant and equipment are necessary to produce Product, will be used on a priority basis for manufacture of the Product and will be used to manufacture the [...***...] quantities of Product described in Paragraph 2.1. Bachem further represents and warrants that no additional capital investment will be necessary on the part of Ortho Biotech to enable Bachem to produce the specified quantities at the times specified in Paragraph 2.2 and that Bachem shall make all other necessary capital investments to timely produce and deliver the quantities of Product 4 * CONFIDENTIAL TREATMENT REQUESTED

specified in Paragraph 2.2. Finally, Bachem represents and warrants that, after the supply of the Validation Batches, a dedicated lab and production section will be established and used for the supply of all Commercial Batches. 2.5 Any federal, state, county or municipal sales or use tax, excise or similar charge, or other tax assessment (other than that assessed against income), license fee or other charge lawfully assessed or charged on the manufacture, sale or transportation of Product sold pursuant to this Agreement shall be paid by Ortho Biotech, provided evidence of such charge is provided to Ortho Biotech in writing. 3. Manufacture of Product 3.1 Bachem shall promptly advise Ortho Biotech and Amylin of any process changes proposed by Bachem for the manufacture of Product. Product Specifications may be modified from time to time by written agreement of the parties without the necessity of amending this Agreement. However, no changes in the Product Specifications will be made unless Ortho Biotech, Amylin and Bachem have agreed to such changes in writing prior to adoption of modified Product Specifications. 3.2 Bachem shall test or cause to be tested each lot of Product before delivery as directed by Ortho Biotech. Each test shall set forth the items tested, specifications and test results in a certificate of analysis for each lot delivered to Ortho Biotech and Amylin under this Agreement. Bachem shall send such certificate of analysis together with a certificate of compliance to Ortho Biotech along with the delivery of Product. Ortho Biotech is entitled to rely on such certificates for all purposes of this Agreement. 5

3.3 Bachem shall permit Ortho Biotech and Amylin access during reasonable business hours and after reasonable notice to those areas of Bachem's manufacturing facilities where Product is manufactured, stored and handled and to manufacturing records of Product manufactured by Bachem so that Ortho Biotech and/or Amylin may perform

specified in Paragraph 2.2. Finally, Bachem represents and warrants that, after the supply of the Validation Batches, a dedicated lab and production section will be established and used for the supply of all Commercial Batches. 2.5 Any federal, state, county or municipal sales or use tax, excise or similar charge, or other tax assessment (other than that assessed against income), license fee or other charge lawfully assessed or charged on the manufacture, sale or transportation of Product sold pursuant to this Agreement shall be paid by Ortho Biotech, provided evidence of such charge is provided to Ortho Biotech in writing. 3. Manufacture of Product 3.1 Bachem shall promptly advise Ortho Biotech and Amylin of any process changes proposed by Bachem for the manufacture of Product. Product Specifications may be modified from time to time by written agreement of the parties without the necessity of amending this Agreement. However, no changes in the Product Specifications will be made unless Ortho Biotech, Amylin and Bachem have agreed to such changes in writing prior to adoption of modified Product Specifications. 3.2 Bachem shall test or cause to be tested each lot of Product before delivery as directed by Ortho Biotech. Each test shall set forth the items tested, specifications and test results in a certificate of analysis for each lot delivered to Ortho Biotech and Amylin under this Agreement. Bachem shall send such certificate of analysis together with a certificate of compliance to Ortho Biotech along with the delivery of Product. Ortho Biotech is entitled to rely on such certificates for all purposes of this Agreement. 5

3.3 Bachem shall permit Ortho Biotech and Amylin access during reasonable business hours and after reasonable notice to those areas of Bachem's manufacturing facilities where Product is manufactured, stored and handled and to manufacturing records of Product manufactured by Bachem so that Ortho Biotech and/or Amylin may perform a quality assurance audit of such facilities and activities. Use of all information gained in the course of audits is restricted to the purpose of Quality Assurance. Likewise, Bachem shall grant similar access to governmental regulatory agencies upon reasonable notice so that such agencies can perform inspections of its facilities. 3.4 Each party shall promptly advise the others of any safety or toxicity problem of which such party becomes aware regarding the Product. 4. Acceptance of Product 4.1 Not later than 90 days after receipt of each shipment of Product sold hereunder, Ortho Biotech shall test and examine such material for compliance with the Product Specifications, any damage, defects or shortage. If Ortho Biotech believes that any such shipment does not comply with the Product Specifications or is otherwise deficient, Ortho Biotech shall promptly, but not later than ninety (90) days after receipt of the shipment, notify Bachem and, (if appropriate) send a sample of the shipment to Bachem. If Bachem is satisfied that the relevant shipment does not comply with such specifications or is deficient, Ortho Biotech shall dispose of the noncomplying shipment as Bachem shall lawfully direct and at Bachem's sole cost and expense and Bachem shall upon request from Ortho Biotech replace at Ortho Biotech's and Amylin's option the shipment or remedy the deficiency promptly. If Bachem should deny that the relevant shipment does not comply with such specifications or is deficient or should admit such 6

noncompliance or deficiency but deny that it is at fault, either Bachem or Ortho Biotech may submit a sample of the relevant shipment and other relevant information to an independent expert agreed upon by the parties, and the decision of this independent expert shall be final and binding upon the parties. The fees of such expert shall be borne by the losing party. Failure of Ortho Biotech to notify Bachem of a claim, noncompliance or deficiency as set forth herein shall constitute acceptance of such shipment.

3.3 Bachem shall permit Ortho Biotech and Amylin access during reasonable business hours and after reasonable notice to those areas of Bachem's manufacturing facilities where Product is manufactured, stored and handled and to manufacturing records of Product manufactured by Bachem so that Ortho Biotech and/or Amylin may perform a quality assurance audit of such facilities and activities. Use of all information gained in the course of audits is restricted to the purpose of Quality Assurance. Likewise, Bachem shall grant similar access to governmental regulatory agencies upon reasonable notice so that such agencies can perform inspections of its facilities. 3.4 Each party shall promptly advise the others of any safety or toxicity problem of which such party becomes aware regarding the Product. 4. Acceptance of Product 4.1 Not later than 90 days after receipt of each shipment of Product sold hereunder, Ortho Biotech shall test and examine such material for compliance with the Product Specifications, any damage, defects or shortage. If Ortho Biotech believes that any such shipment does not comply with the Product Specifications or is otherwise deficient, Ortho Biotech shall promptly, but not later than ninety (90) days after receipt of the shipment, notify Bachem and, (if appropriate) send a sample of the shipment to Bachem. If Bachem is satisfied that the relevant shipment does not comply with such specifications or is deficient, Ortho Biotech shall dispose of the noncomplying shipment as Bachem shall lawfully direct and at Bachem's sole cost and expense and Bachem shall upon request from Ortho Biotech replace at Ortho Biotech's and Amylin's option the shipment or remedy the deficiency promptly. If Bachem should deny that the relevant shipment does not comply with such specifications or is deficient or should admit such 6

noncompliance or deficiency but deny that it is at fault, either Bachem or Ortho Biotech may submit a sample of the relevant shipment and other relevant information to an independent expert agreed upon by the parties, and the decision of this independent expert shall be final and binding upon the parties. The fees of such expert shall be borne by the losing party. Failure of Ortho Biotech to notify Bachem of a claim, noncompliance or deficiency as set forth herein shall constitute acceptance of such shipment. 4.2 If there is subsequently found to be a defect in any shipment of Product, which could not reasonably be expected to have been found by diligent and adequate inspection by Ortho Biotech pursuant to its obligation under this article, (a "Hidden Defect"), Ortho Biotech and Bachem shall enter into discussions in good faith as to the handling and disposal of the defective consignment, having due regard to where responsibility for such defect lies. 5. Shipment and Delivery 5.1 Bachem shall prepare Product for shipment and arrange for shipment of Product at a location designated in writing by Ortho Biotech. Shipment terms are F.O.B. Bachem's manufacturing facility. All charges for packing, hauling, storage, bar coding, and transportation to point of delivery are included in the purchase price unless otherwise agreed to by the parties. Bachem shall pay all delivery charges in excess of any delivery charges that Ortho Biotech have agreed to pay herein. All shipments must be accompanied by a packing slip which describes the articles, states the purchase order number and shows the shipment's destination. Bachem agrees to promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with Ortho Biotech' s instructions. 7

5.2 Each delivery of Product shall be governed by the terms of this Agreement, and none of the conflicting terms or conditions of Ortho Biotech's purchase order form or Bachem's purchase order form, acknowledgment or invoice form shall be applicable, except those specifying special shipping instructions and invoice information. 6. Invoice

noncompliance or deficiency but deny that it is at fault, either Bachem or Ortho Biotech may submit a sample of the relevant shipment and other relevant information to an independent expert agreed upon by the parties, and the decision of this independent expert shall be final and binding upon the parties. The fees of such expert shall be borne by the losing party. Failure of Ortho Biotech to notify Bachem of a claim, noncompliance or deficiency as set forth herein shall constitute acceptance of such shipment. 4.2 If there is subsequently found to be a defect in any shipment of Product, which could not reasonably be expected to have been found by diligent and adequate inspection by Ortho Biotech pursuant to its obligation under this article, (a "Hidden Defect"), Ortho Biotech and Bachem shall enter into discussions in good faith as to the handling and disposal of the defective consignment, having due regard to where responsibility for such defect lies. 5. Shipment and Delivery 5.1 Bachem shall prepare Product for shipment and arrange for shipment of Product at a location designated in writing by Ortho Biotech. Shipment terms are F.O.B. Bachem's manufacturing facility. All charges for packing, hauling, storage, bar coding, and transportation to point of delivery are included in the purchase price unless otherwise agreed to by the parties. Bachem shall pay all delivery charges in excess of any delivery charges that Ortho Biotech have agreed to pay herein. All shipments must be accompanied by a packing slip which describes the articles, states the purchase order number and shows the shipment's destination. Bachem agrees to promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with Ortho Biotech' s instructions. 7

5.2 Each delivery of Product shall be governed by the terms of this Agreement, and none of the conflicting terms or conditions of Ortho Biotech's purchase order form or Bachem's purchase order form, acknowledgment or invoice form shall be applicable, except those specifying special shipping instructions and invoice information. 6. Invoice Bachem shall invoice Ortho Biotech with a single invoice upon delivery of each lot of Product at an address to be specified by Ortho Biotech in writing. Ortho Biotech shall pay Bachem net the earlier of ninety (90) days from the date of their receipt of invoice or Ortho Biotech's acceptance of the lot, provided the Product is not rejected as described in Paragraph 4.1. 7. Term and Termination 7.1 This Agreement shall commence on the Effective Date and shall terminate on the date on which the last shipment of Product has been delivered, accepted and paid for by Ortho Biotech, provided, however, that Paragraph 4.2 shall survive any such expiration of the Agreement. 7.2 This Agreement may be terminated as follows: (a) Any party may terminate this Agreement immediately upon the bankruptcy or insolvency of another party; (b) Any party may terminate this Agreement by giving the other parties thirty (30) days' prior written notice upon the breach of any material provision of this Agreement by another party if the breach is not cured within such ninety (90)day notice period. Failure to supply all quantities of Product ordered on the 8

dates specified in an issued Purchase Order shall be considered a material breach. (c) Ortho Biotech may terminate this Agreement by giving Bachem thirty (30) days' prior written notice in each of the following situations: (i) upon notice by the FDA that Bachem is not an approved commercial supplier of

5.2 Each delivery of Product shall be governed by the terms of this Agreement, and none of the conflicting terms or conditions of Ortho Biotech's purchase order form or Bachem's purchase order form, acknowledgment or invoice form shall be applicable, except those specifying special shipping instructions and invoice information. 6. Invoice Bachem shall invoice Ortho Biotech with a single invoice upon delivery of each lot of Product at an address to be specified by Ortho Biotech in writing. Ortho Biotech shall pay Bachem net the earlier of ninety (90) days from the date of their receipt of invoice or Ortho Biotech's acceptance of the lot, provided the Product is not rejected as described in Paragraph 4.1. 7. Term and Termination 7.1 This Agreement shall commence on the Effective Date and shall terminate on the date on which the last shipment of Product has been delivered, accepted and paid for by Ortho Biotech, provided, however, that Paragraph 4.2 shall survive any such expiration of the Agreement. 7.2 This Agreement may be terminated as follows: (a) Any party may terminate this Agreement immediately upon the bankruptcy or insolvency of another party; (b) Any party may terminate this Agreement by giving the other parties thirty (30) days' prior written notice upon the breach of any material provision of this Agreement by another party if the breach is not cured within such ninety (90)day notice period. Failure to supply all quantities of Product ordered on the 8

dates specified in an issued Purchase Order shall be considered a material breach. (c) Ortho Biotech may terminate this Agreement by giving Bachem thirty (30) days' prior written notice in each of the following situations: (i) upon notice by the FDA that Bachem is not an approved commercial supplier of Product or failure of Bachem to successfully complete its Pre-Approval Inspection (PAI), (ii) the FDA notifies Amylin that it will not approve the NDA directed to the Product or it is not approved by [...***...], (iii) Amylin withdraws the NDA directed to the Product or (iv) Ortho Biotech withdraws the Product from the market. If Ortho Biotech terminates this Agreement under any of 7.2(c) (ii), (iii) or (iv), then Ortho Biotech agrees to reimburse Bachem for a portion of its investment costs for plant and equipment, as follows: If Ortho Biotech has purchased less then [...***...] of Product (including the Validation Batches), then Ortho Biotech will reimburse Bachem for [...***...] of the investment costs, If Ortho Biotech has purchased at least [...***...] but less then [...***...] of Product (including the Validation Batches), then Ortho Biotech will reimburse Bachem for [...***...] of the investment costs. If Ortho Biotech terminates this Agreement under any of Paragraphs 7.2(c) (ii), (iii) or (iv), Ortho shall compensate Bachem for its out-of-pocket costs associated with any work in progress. 9 * CONFIDENTIAL TREATMENT REQUESTED

7.3 Termination, expiration, cancellation or abandonment of this Agreement through any means or for any reason shall not relieve the parties of any obligation accruing prior thereto and shall be without prejudice to the rights and remedies of either party with respect to any antecedent breach of any of the provisions of this Agreement. 8. Warranties

dates specified in an issued Purchase Order shall be considered a material breach. (c) Ortho Biotech may terminate this Agreement by giving Bachem thirty (30) days' prior written notice in each of the following situations: (i) upon notice by the FDA that Bachem is not an approved commercial supplier of Product or failure of Bachem to successfully complete its Pre-Approval Inspection (PAI), (ii) the FDA notifies Amylin that it will not approve the NDA directed to the Product or it is not approved by [...***...], (iii) Amylin withdraws the NDA directed to the Product or (iv) Ortho Biotech withdraws the Product from the market. If Ortho Biotech terminates this Agreement under any of 7.2(c) (ii), (iii) or (iv), then Ortho Biotech agrees to reimburse Bachem for a portion of its investment costs for plant and equipment, as follows: If Ortho Biotech has purchased less then [...***...] of Product (including the Validation Batches), then Ortho Biotech will reimburse Bachem for [...***...] of the investment costs, If Ortho Biotech has purchased at least [...***...] but less then [...***...] of Product (including the Validation Batches), then Ortho Biotech will reimburse Bachem for [...***...] of the investment costs. If Ortho Biotech terminates this Agreement under any of Paragraphs 7.2(c) (ii), (iii) or (iv), Ortho shall compensate Bachem for its out-of-pocket costs associated with any work in progress. 9 * CONFIDENTIAL TREATMENT REQUESTED

7.3 Termination, expiration, cancellation or abandonment of this Agreement through any means or for any reason shall not relieve the parties of any obligation accruing prior thereto and shall be without prejudice to the rights and remedies of either party with respect to any antecedent breach of any of the provisions of this Agreement. 8. Warranties 8.1 Bachem warrants that all Product delivered to Ortho Biotech and pursuant to this Agreement will at the time of such delivery not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, or within the meaning of any applicable state or municipal law in which the definitions of adulteration or misbranding are substantially the same as those contained in the Federal Food, Drug and Cosmetic Act, as such Act and such laws are constituted and effective at the time of delivery and will not be an article which may not, under the provisions of Sections 404, 505 of 512 of such Act, be introduced into interstate commerce. Bachem further warrants that Product delivered to Ortho Biotech pursuant to this Agreement shall conform when delivered to the Product Specifications and shall be in compliance with applicable laws and regulations. Bachem represents and warrants that it shall comply with all present and future statutes, laws, ordinances and regulations relating to the manufacture, assembly and supply of the Products being provided hereunder, including, without limitation, those enforced by the United States Food and Drug Administration (including compliance with current good manufacturing practices). BACHEM MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO PRODUCT. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY BACHEM. 10

9. Indemnification 9.1 Ortho Biotech shall defend, indemnify and hold Bachem and its Affiliates and their respective employees, servants and agents harmless against any liability, judgment, demand, action, suit, loss, damage, cost and other expense (including reasonable attorney's fees) ("Liability") resulting from any third party claims made or proceedings brought against Bachem to the extent such Liability arises from (i) Ortho Biotech's negligence or willful act or omission in the testing, use, manufacture, promotion, marketing, sale, distribution, packaging, labeling, handling, or storage of Product, or (ii) Ortho Biotech's material breach of this Agreement.

7.3 Termination, expiration, cancellation or abandonment of this Agreement through any means or for any reason shall not relieve the parties of any obligation accruing prior thereto and shall be without prejudice to the rights and remedies of either party with respect to any antecedent breach of any of the provisions of this Agreement. 8. Warranties 8.1 Bachem warrants that all Product delivered to Ortho Biotech and pursuant to this Agreement will at the time of such delivery not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, or within the meaning of any applicable state or municipal law in which the definitions of adulteration or misbranding are substantially the same as those contained in the Federal Food, Drug and Cosmetic Act, as such Act and such laws are constituted and effective at the time of delivery and will not be an article which may not, under the provisions of Sections 404, 505 of 512 of such Act, be introduced into interstate commerce. Bachem further warrants that Product delivered to Ortho Biotech pursuant to this Agreement shall conform when delivered to the Product Specifications and shall be in compliance with applicable laws and regulations. Bachem represents and warrants that it shall comply with all present and future statutes, laws, ordinances and regulations relating to the manufacture, assembly and supply of the Products being provided hereunder, including, without limitation, those enforced by the United States Food and Drug Administration (including compliance with current good manufacturing practices). BACHEM MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO PRODUCT. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY BACHEM. 10

9. Indemnification 9.1 Ortho Biotech shall defend, indemnify and hold Bachem and its Affiliates and their respective employees, servants and agents harmless against any liability, judgment, demand, action, suit, loss, damage, cost and other expense (including reasonable attorney's fees) ("Liability") resulting from any third party claims made or proceedings brought against Bachem to the extent such Liability arises from (i) Ortho Biotech's negligence or willful act or omission in the testing, use, manufacture, promotion, marketing, sale, distribution, packaging, labeling, handling, or storage of Product, or (ii) Ortho Biotech's material breach of this Agreement. 9.2 Bachem shall defend, indemnify and hold Ortho Biotech and Amylin and their Affiliates and their respective employees, servants and agents harmless against any liability resulting from any third party claims made or proceedings brought against Ortho Biotech and/or Amylin to the extent that such liability arises from (i) Bachem's negligence or willful act or omission in the manufacture, storage or delivery of Product; (ii) Bachem's material breach of this Agreement; (iii) Bachem's breach of any warranty set forth in Article 8 or (iv) any infringement set forth in Paragraph 8.1. 9.3 Each indemnified party agrees to give the indemnifying party prompt written notice of any matter upon which such indemnified party intends to base a claim for indemnification (an "Indemnity Claim") under Article 9. The indemnifying party shall have the right to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the indemnified party's becoming subject to injunctive or other equitable relief or otherwise adversely affect 11

the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate, provided that the indemnifying party shall provide reasonable evidence of its ability to pay any damages claimed and with respect to any such settlement shall have obtained the written release of the indemnified party from the Indemnity Claim. The indemnifying party

9. Indemnification 9.1 Ortho Biotech shall defend, indemnify and hold Bachem and its Affiliates and their respective employees, servants and agents harmless against any liability, judgment, demand, action, suit, loss, damage, cost and other expense (including reasonable attorney's fees) ("Liability") resulting from any third party claims made or proceedings brought against Bachem to the extent such Liability arises from (i) Ortho Biotech's negligence or willful act or omission in the testing, use, manufacture, promotion, marketing, sale, distribution, packaging, labeling, handling, or storage of Product, or (ii) Ortho Biotech's material breach of this Agreement. 9.2 Bachem shall defend, indemnify and hold Ortho Biotech and Amylin and their Affiliates and their respective employees, servants and agents harmless against any liability resulting from any third party claims made or proceedings brought against Ortho Biotech and/or Amylin to the extent that such liability arises from (i) Bachem's negligence or willful act or omission in the manufacture, storage or delivery of Product; (ii) Bachem's material breach of this Agreement; (iii) Bachem's breach of any warranty set forth in Article 8 or (iv) any infringement set forth in Paragraph 8.1. 9.3 Each indemnified party agrees to give the indemnifying party prompt written notice of any matter upon which such indemnified party intends to base a claim for indemnification (an "Indemnity Claim") under Article 9. The indemnifying party shall have the right to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the indemnified party's becoming subject to injunctive or other equitable relief or otherwise adversely affect 11

the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate, provided that the indemnifying party shall provide reasonable evidence of its ability to pay any damages claimed and with respect to any such settlement shall have obtained the written release of the indemnified party from the Indemnity Claim. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any Indemnity Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner. 10. Insurance Bachem agrees to procure and maintain in full force and effect during the term of this Agreement valid and collectible insurance policies in connection with its activities as contemplated hereby. Upon Ortho Biotech's request, Bachem shall provide to Ortho Biotech a certificate of coverage or other written evidence reasonably satisfactory to Bachem of such insurance coverage. 11. Confidential Information Confidential Information will be as defined by and treated in accordance with the Confidential Disclosure Agreement among Amylin, Johnson & Johnson and Bachem dated September 1, 1995, a copy of which is attached hereto as Exhibit 3, which shall remain in full force and effect during the term of this Agreement. 12

12. Force Majeure If the performance by either party of any obligation under this Agreement, other than the payment of money, is prevented or impaired by Force Majeure for any cause beyond the reasonable control of the defaulting party, such party shall be excused from performance so long as such situation continues to prevent or impair

the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate, provided that the indemnifying party shall provide reasonable evidence of its ability to pay any damages claimed and with respect to any such settlement shall have obtained the written release of the indemnified party from the Indemnity Claim. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any Indemnity Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner. 10. Insurance Bachem agrees to procure and maintain in full force and effect during the term of this Agreement valid and collectible insurance policies in connection with its activities as contemplated hereby. Upon Ortho Biotech's request, Bachem shall provide to Ortho Biotech a certificate of coverage or other written evidence reasonably satisfactory to Bachem of such insurance coverage. 11. Confidential Information Confidential Information will be as defined by and treated in accordance with the Confidential Disclosure Agreement among Amylin, Johnson & Johnson and Bachem dated September 1, 1995, a copy of which is attached hereto as Exhibit 3, which shall remain in full force and effect during the term of this Agreement. 12

12. Force Majeure If the performance by either party of any obligation under this Agreement, other than the payment of money, is prevented or impaired by Force Majeure for any cause beyond the reasonable control of the defaulting party, such party shall be excused from performance so long as such situation continues to prevent or impair performance, provided the party claiming such excuse shall have promptly notified the other party of the existence, nature, duration and other details of such cause and shall at all times use its reasonable efforts consistent with its normal business practices to resume a complete performance. If either party anticipates that a Force Majeure may occur, that party shall notify the other immediately and explain the nature, details and expected duration thereof. The affected party will advise the other from time to time as to the progress in remedying the situation and as to the time when the affected party expects to resume its obligations and shall notify the other as to the expiration of any Force Majeure as soon as the affected party knows the date thereof. "Force Majeure" shall mean an event beyond the reasonable control of a party including, but not limited to, a breakdown of machinery or equipment, fire, flood, sabotage, shipwreck, embargo, strike, explosion, labor trouble, accident, riot, act of governmental authority (including, without limitation, acts relating to raw material or product allocation), acts of God, acts of war and delays or failures in obtaining materials, supplies, equipment or transportation. Quantities affected by a Force Majeure shall be eliminated from this Agreement without liability. In the event of a Force Majeure affecting Bachem, Bachem may prorate and allocate manufacturing capacity (always with the understanding that Bachem shall have a dedicated lab for the 13

manufacture of Product for Ortho Biotech) among its Affiliates, its then current contract customers and in such manner as may be deemed fair and reasonable based upon purchases of products over the past year. Notwithstanding the occurrence of a Force Majeure Event, if Bachem shall be unable to supply Products in such

12. Force Majeure If the performance by either party of any obligation under this Agreement, other than the payment of money, is prevented or impaired by Force Majeure for any cause beyond the reasonable control of the defaulting party, such party shall be excused from performance so long as such situation continues to prevent or impair performance, provided the party claiming such excuse shall have promptly notified the other party of the existence, nature, duration and other details of such cause and shall at all times use its reasonable efforts consistent with its normal business practices to resume a complete performance. If either party anticipates that a Force Majeure may occur, that party shall notify the other immediately and explain the nature, details and expected duration thereof. The affected party will advise the other from time to time as to the progress in remedying the situation and as to the time when the affected party expects to resume its obligations and shall notify the other as to the expiration of any Force Majeure as soon as the affected party knows the date thereof. "Force Majeure" shall mean an event beyond the reasonable control of a party including, but not limited to, a breakdown of machinery or equipment, fire, flood, sabotage, shipwreck, embargo, strike, explosion, labor trouble, accident, riot, act of governmental authority (including, without limitation, acts relating to raw material or product allocation), acts of God, acts of war and delays or failures in obtaining materials, supplies, equipment or transportation. Quantities affected by a Force Majeure shall be eliminated from this Agreement without liability. In the event of a Force Majeure affecting Bachem, Bachem may prorate and allocate manufacturing capacity (always with the understanding that Bachem shall have a dedicated lab for the 13

manufacture of Product for Ortho Biotech) among its Affiliates, its then current contract customers and in such manner as may be deemed fair and reasonable based upon purchases of products over the past year. Notwithstanding the occurrence of a Force Majeure Event, if Bachem shall be unable to supply Products in such quantities as Ortho Biotech shall request and in compliance with the delivery periods set forth in this Agreement, Ortho Biotech shall be permitted (with no obligation to Bachem) to obtain Products from another source, and Ortho Biotech shall thereafter have no obligation to purchase Products from Bachem until any contractual obligations that Ortho Biotech has assumed in connection with obtaining a substitute supply of Products shall have terminated. Ortho Biotech shall have no obligation to affirmatively terminate any such contractual arrangements. 13. Notices All notices hereunder shall be in writing and shall be delivered personally, mailed by overnight delivery, registered or certified mail, postage prepaid, or given by facsimile to the following addresses of the respective parties:
If to Ortho Biotech: Attn: David E. Williams Ortho Biotech Route 202 South Raritan, NJ 08869--0602 Telefax Number: (908) 526--4503

If to Amylin:

Attn: Bradford Duft Amylin Pharmaceuticals, Inc. 9373 Towne Centre Drive San Diego, CA 92121 Telefax No.: (619) 552--2212

14
If to Bachem: Bachem California 3132 Kashiwa Street Torrance, CA 90505

manufacture of Product for Ortho Biotech) among its Affiliates, its then current contract customers and in such manner as may be deemed fair and reasonable based upon purchases of products over the past year. Notwithstanding the occurrence of a Force Majeure Event, if Bachem shall be unable to supply Products in such quantities as Ortho Biotech shall request and in compliance with the delivery periods set forth in this Agreement, Ortho Biotech shall be permitted (with no obligation to Bachem) to obtain Products from another source, and Ortho Biotech shall thereafter have no obligation to purchase Products from Bachem until any contractual obligations that Ortho Biotech has assumed in connection with obtaining a substitute supply of Products shall have terminated. Ortho Biotech shall have no obligation to affirmatively terminate any such contractual arrangements. 13. Notices All notices hereunder shall be in writing and shall be delivered personally, mailed by overnight delivery, registered or certified mail, postage prepaid, or given by facsimile to the following addresses of the respective parties:
If to Ortho Biotech: Attn: David E. Williams Ortho Biotech Route 202 South Raritan, NJ 08869--0602 Telefax Number: (908) 526--4503

If to Amylin:

Attn: Bradford Duft Amylin Pharmaceuticals, Inc. 9373 Towne Centre Drive San Diego, CA 92121 Telefax No.: (619) 552--2212

14
If to Bachem: Bachem California 3132 Kashiwa Street Torrance, CA 90505 Attn: Jose de Chastonay Telefax No: 310/530--1571

14. Binding Effect This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective assigns and successors in interest. 15. Applicable Law This Agreement shall be construed, interpreted and governed by the laws of New York. 16. Alternative Dispute Resolution Any controversy or claim arising out or relating to this Agreement, or the breach thereof, shall be settled by the alternative dispute resolution procedure described in Exhibit 4. 17. Assignment Neither party shall assign this Agreement or any part thereof without the prior written consent of the other party; provided, however, that either party, without such consent, may assign or sell the same in connection with the transfer or sale of substantially its entire business to which this Agreement pertains or in the event of its merger or consolidation with another company. Any permitted assignee shall assume all obligations of its assignor under this Agreement. No assignment shall relieve any party of responsibility for the performance of any accrued obligation which

If to Bachem:

Bachem California 3132 Kashiwa Street Torrance, CA 90505 Attn: Jose de Chastonay Telefax No: 310/530--1571

14. Binding Effect This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective assigns and successors in interest. 15. Applicable Law This Agreement shall be construed, interpreted and governed by the laws of New York. 16. Alternative Dispute Resolution Any controversy or claim arising out or relating to this Agreement, or the breach thereof, shall be settled by the alternative dispute resolution procedure described in Exhibit 4. 17. Assignment Neither party shall assign this Agreement or any part thereof without the prior written consent of the other party; provided, however, that either party, without such consent, may assign or sell the same in connection with the transfer or sale of substantially its entire business to which this Agreement pertains or in the event of its merger or consolidation with another company. Any permitted assignee shall assume all obligations of its assignor under this Agreement. No assignment shall relieve any party of responsibility for the performance of any accrued obligation which 15

such party then has hereunder. Notwithstanding the foregoing, Ortho Biotech may assign this Agreement to Amylin and Amylin may assign this Agreement to Ortho Biotech. 18. Entire Agreement This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. 19. Severability This Agreement is subject to the restrictions, limitations, terms and conditions of all applicable governmental regulations, approvals and clearances. If any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein. 20. Waiver -- Modification of Agreement No waiver or modification of any of the terms of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties hereto. Failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances. 16

such party then has hereunder. Notwithstanding the foregoing, Ortho Biotech may assign this Agreement to Amylin and Amylin may assign this Agreement to Ortho Biotech. 18. Entire Agreement This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. 19. Severability This Agreement is subject to the restrictions, limitations, terms and conditions of all applicable governmental regulations, approvals and clearances. If any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein. 20. Waiver -- Modification of Agreement No waiver or modification of any of the terms of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties hereto. Failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances. 16

21. Publicity In the absence of specific agreement between the parties, neither party shall originate any publicity, news release or other public announcement, written or oral, whether to the public press, to stockholders or otherwise relating to this Agreement or to performance hereunder, save only such announcement as in the opinion of legal counsel to the party making such announcement is required by law to be made. 22. Exhibits All Exhibits referenced herein are hereby made a part of this Agreement. 23. Counterparts This Agreement may be executed in any number of separate counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives on the later date written below.
ORTHO BIOTECH BACHEM CALIFORNIA

By: ------------------------------Signature: /s/ DAVID E. WILLIAMS -----------------------Title: V.P. Operations ---------------------------Date: 7/1/97 -----------------------------

By

Peter Grogg -------------------------------

Signature: /s/ PETER GROGG -----------------------Title: Chairman of the Board --------------------------Date: 7/2/97 -----------------------------

21. Publicity In the absence of specific agreement between the parties, neither party shall originate any publicity, news release or other public announcement, written or oral, whether to the public press, to stockholders or otherwise relating to this Agreement or to performance hereunder, save only such announcement as in the opinion of legal counsel to the party making such announcement is required by law to be made. 22. Exhibits All Exhibits referenced herein are hereby made a part of this Agreement. 23. Counterparts This Agreement may be executed in any number of separate counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives on the later date written below.
ORTHO BIOTECH BACHEM CALIFORNIA

By: ------------------------------Signature: /s/ DAVID E. WILLIAMS -----------------------Title: V.P. Operations ---------------------------Date: 7/1/97 -----------------------------

By

Peter Grogg -------------------------------

Signature: /s/ PETER GROGG -----------------------Title: Chairman of the Board --------------------------Date: 7/2/97 -----------------------------

17

Only as to the Provisions in which Amylin is specifically mentioned or that relate to the supply of Validation lots. AMYLIN PHARMACEUTICALS, INC. By: R.A. Kenley
Signature: /s/ R.A. KENLEY -----------------------Title: VP of Product Dev. ---------------------------Date: 2 Jul 97 -----------------------------

18

EXHIBIT "1" SPECIFICATIONS FOR CGMP PRAMLINTIDE

Only as to the Provisions in which Amylin is specifically mentioned or that relate to the supply of Validation lots. AMYLIN PHARMACEUTICALS, INC. By: R.A. Kenley
Signature: /s/ R.A. KENLEY -----------------------Title: VP of Product Dev. ---------------------------Date: 2 Jul 97 -----------------------------

18

EXHIBIT "1" SPECIFICATIONS FOR CGMP PRAMLINTIDE [...***...] * CONFIDENTIAL TREATMENT REQUESTED

APPENDIX I to EXHIBIT 1 Specifications for CGMP Pramlintide [...***...] * CONFIDENTIAL TREATMENT REQUESTED

Exhibit 2 Capital Investments [...***...] * CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 CONFIDENTIAL CONFIDENTIAL DISCLOSURE AGREEMENT THIS AGREEMENT is entered into as of September 1, 1995, by and between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation, having a place of business at 9373 Towne Centre Drive, Suite 250, San Diego, California 92121 ("AMYLIN"); BACHEM CALIFORNIA, a California corporation having a place of business at 3132 Kashiwa Street, Torrance, California 90505 ("BACHEM"); and

EXHIBIT "1" SPECIFICATIONS FOR CGMP PRAMLINTIDE [...***...] * CONFIDENTIAL TREATMENT REQUESTED

APPENDIX I to EXHIBIT 1 Specifications for CGMP Pramlintide [...***...] * CONFIDENTIAL TREATMENT REQUESTED

Exhibit 2 Capital Investments [...***...] * CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 CONFIDENTIAL CONFIDENTIAL DISCLOSURE AGREEMENT THIS AGREEMENT is entered into as of September 1, 1995, by and between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation, having a place of business at 9373 Towne Centre Drive, Suite 250, San Diego, California 92121 ("AMYLIN"); BACHEM CALIFORNIA, a California corporation having a place of business at 3132 Kashiwa Street, Torrance, California 90505 ("BACHEM"); and JOHNSON & JOHNSON, a New Jersey corporation having a place of business at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933 ("J&J"). The term "J&J" also includes wholly owned subsidiaries of Johnson & Johnson. RECITALS WHEREAS, AMYLIN has made and continues to make developments relating to: therapy and diagnosis of Type I and Type II diabetes mellitus and other metabolic disorders, and compounds, procedures and processes related thereto, including developments relating to pramlintide (AC-137); WHEREAS, BACHEM has made and continues to make developments relating to the manufacture and/or processing of pramlintide; WHEREAS, J&J has made and continues to make developments relating to the manufacture and processing of peptides; WHEREAS, AMYLIN, BACHEM and J&J each desire to exchange certain information relating to the developments made by each other in order to evaluate their mutual interest therein;

APPENDIX I to EXHIBIT 1 Specifications for CGMP Pramlintide [...***...] * CONFIDENTIAL TREATMENT REQUESTED

Exhibit 2 Capital Investments [...***...] * CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 CONFIDENTIAL CONFIDENTIAL DISCLOSURE AGREEMENT THIS AGREEMENT is entered into as of September 1, 1995, by and between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation, having a place of business at 9373 Towne Centre Drive, Suite 250, San Diego, California 92121 ("AMYLIN"); BACHEM CALIFORNIA, a California corporation having a place of business at 3132 Kashiwa Street, Torrance, California 90505 ("BACHEM"); and JOHNSON & JOHNSON, a New Jersey corporation having a place of business at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933 ("J&J"). The term "J&J" also includes wholly owned subsidiaries of Johnson & Johnson. RECITALS WHEREAS, AMYLIN has made and continues to make developments relating to: therapy and diagnosis of Type I and Type II diabetes mellitus and other metabolic disorders, and compounds, procedures and processes related thereto, including developments relating to pramlintide (AC-137); WHEREAS, BACHEM has made and continues to make developments relating to the manufacture and/or processing of pramlintide; WHEREAS, J&J has made and continues to make developments relating to the manufacture and processing of peptides; WHEREAS, AMYLIN, BACHEM and J&J each desire to exchange certain information relating to the developments made by each other in order to evaluate their mutual interest therein; WHEREAS each party appreciates that the other parties have expended money and effort to establish a proprietary position with respect to the developments they have made and that each party considers its developments and information pertaining thereto to be its confidential property; and WHEREAS AMYLIN, BACHEM and J&J are willing to reveal to one other certain information relating to these developments on a confidential basis: NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, terms and conditions hereinafter expressed, AMYLIN, BACHEM and J&J agree as follows:

Exhibit 2 Capital Investments [...***...] * CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 CONFIDENTIAL CONFIDENTIAL DISCLOSURE AGREEMENT THIS AGREEMENT is entered into as of September 1, 1995, by and between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation, having a place of business at 9373 Towne Centre Drive, Suite 250, San Diego, California 92121 ("AMYLIN"); BACHEM CALIFORNIA, a California corporation having a place of business at 3132 Kashiwa Street, Torrance, California 90505 ("BACHEM"); and JOHNSON & JOHNSON, a New Jersey corporation having a place of business at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933 ("J&J"). The term "J&J" also includes wholly owned subsidiaries of Johnson & Johnson. RECITALS WHEREAS, AMYLIN has made and continues to make developments relating to: therapy and diagnosis of Type I and Type II diabetes mellitus and other metabolic disorders, and compounds, procedures and processes related thereto, including developments relating to pramlintide (AC-137); WHEREAS, BACHEM has made and continues to make developments relating to the manufacture and/or processing of pramlintide; WHEREAS, J&J has made and continues to make developments relating to the manufacture and processing of peptides; WHEREAS, AMYLIN, BACHEM and J&J each desire to exchange certain information relating to the developments made by each other in order to evaluate their mutual interest therein; WHEREAS each party appreciates that the other parties have expended money and effort to establish a proprietary position with respect to the developments they have made and that each party considers its developments and information pertaining thereto to be its confidential property; and WHEREAS AMYLIN, BACHEM and J&J are willing to reveal to one other certain information relating to these developments on a confidential basis: NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, terms and conditions hereinafter expressed, AMYLIN, BACHEM and J&J agree as follows: 1. "Confidential Information" shall mean information relating to the above-captioned developments including, where appropriate and without limitation, any information, patent disclosures, patent applications, structures, models, techniques, processes, compositions, compounds and apparatuses relating to

Confidential Disclosure Agreement CONFIDENTIAL AMYLIN PHARMACEUTICALS, INC., BACHEM CALIFORNIA and

EXHIBIT 3 CONFIDENTIAL CONFIDENTIAL DISCLOSURE AGREEMENT THIS AGREEMENT is entered into as of September 1, 1995, by and between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation, having a place of business at 9373 Towne Centre Drive, Suite 250, San Diego, California 92121 ("AMYLIN"); BACHEM CALIFORNIA, a California corporation having a place of business at 3132 Kashiwa Street, Torrance, California 90505 ("BACHEM"); and JOHNSON & JOHNSON, a New Jersey corporation having a place of business at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933 ("J&J"). The term "J&J" also includes wholly owned subsidiaries of Johnson & Johnson. RECITALS WHEREAS, AMYLIN has made and continues to make developments relating to: therapy and diagnosis of Type I and Type II diabetes mellitus and other metabolic disorders, and compounds, procedures and processes related thereto, including developments relating to pramlintide (AC-137); WHEREAS, BACHEM has made and continues to make developments relating to the manufacture and/or processing of pramlintide; WHEREAS, J&J has made and continues to make developments relating to the manufacture and processing of peptides; WHEREAS, AMYLIN, BACHEM and J&J each desire to exchange certain information relating to the developments made by each other in order to evaluate their mutual interest therein; WHEREAS each party appreciates that the other parties have expended money and effort to establish a proprietary position with respect to the developments they have made and that each party considers its developments and information pertaining thereto to be its confidential property; and WHEREAS AMYLIN, BACHEM and J&J are willing to reveal to one other certain information relating to these developments on a confidential basis: NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, terms and conditions hereinafter expressed, AMYLIN, BACHEM and J&J agree as follows: 1. "Confidential Information" shall mean information relating to the above-captioned developments including, where appropriate and without limitation, any information, patent disclosures, patent applications, structures, models, techniques, processes, compositions, compounds and apparatuses relating to

Confidential Disclosure Agreement CONFIDENTIAL AMYLIN PHARMACEUTICALS, INC., BACHEM CALIFORNIA and JOHNSON & JOHNSON September 1, 1995 the same disclosed by AMYLIN, BACHEM or J&J to another party to this Agreement ("Recipient") or obtained by Recipient through observation or examination of information or developments, but only to the extent that such information is maintained as confidential by AMYLIN, BACHEM or J&J, respectively, and is identified or marked as "confidential." To be considered "Confidential Information" under this Agreement, information disclosed in writing must be marked confidential and information disclosed in other forms (for example orally or visually) must be summarized in writing and marked "confidential" and provided by the disclosing party to the Recipient within a reasonable time after initial disclosure.

Confidential Disclosure Agreement CONFIDENTIAL AMYLIN PHARMACEUTICALS, INC., BACHEM CALIFORNIA and JOHNSON & JOHNSON September 1, 1995 the same disclosed by AMYLIN, BACHEM or J&J to another party to this Agreement ("Recipient") or obtained by Recipient through observation or examination of information or developments, but only to the extent that such information is maintained as confidential by AMYLIN, BACHEM or J&J, respectively, and is identified or marked as "confidential." To be considered "Confidential Information" under this Agreement, information disclosed in writing must be marked confidential and information disclosed in other forms (for example orally or visually) must be summarized in writing and marked "confidential" and provided by the disclosing party to the Recipient within a reasonable time after initial disclosure. 2. The parties each agree to disclose Confidential Information to the other(s), which, in each of their sole discretion, is reasonably necessary to permit the other(s) to evaluate their interest as described above. 3. The parties each agree that the other parties are the owners of their respective Confidential Information and that they will not disclose any other party's Confidential Information to third parties, and agree not to use any other party's Confidential Information at any time except for the purposes of evaluation noted above; provided, however, AMYLIN, BACHEM and J&J shall have no liability to one other with respect to use or disclosure to others not parties to this Agreement of such information as Recipient can establish by written documentation to: a. have been publicly known prior to disclosure of such information by AMYLIN, BACHEM or J&J to Recipient; or b. have become publicly known, without fault on the part of Recipient, subsequent to disclosure of such information to Recipient; or c. have been otherwise known by Recipient prior to communication by AMYLIN, BACHEM or J&J to Recipient of such information; or d. have been received by Recipient at any time from a source other than AMYLIN, BACHEM or J&J, lawfully having possession of such information who is under no obligation to any other party with respect to such information at the time of disclosure. 4. AMYLIN, BACHEM and J&J each agree that any disclosure of the Confidential Information within their 2

Confidential Disclosure Agreement CONFIDENTIAL AMYLIN PHARMACEUTICALS, INC., BACHEM CALIFORNIA and JOHNSON & JOHNSON September 1, 1995 organizations will only be such as is reasonably necessary to their evaluation and will only be to such employees who are bound by written agreements with AMYLIN, BACHEM, or J&J, respectively, to maintain the Confidential Information in confidence. 5. Recipient agrees to promptly return all tangible items relating to the Confidential Information of AMYLIN, BACHEM and/or J&J, including all written materials, photographs, models, compounds, compositions and the like made available or supplied to Recipient, and all copies thereof, upon the request of the party who supplied the Confidential Information (except for a single copy thereof which may be retained in the legal files of Recipient for the sole purpose of determining the scope of the obligations incurred under this Agreement). Upon request of the party who supplied the Confidential Information, Recipient further agrees to identify those persons to whom the Confidential Information that is the subject of this Agreement was disclosed.

Confidential Disclosure Agreement CONFIDENTIAL AMYLIN PHARMACEUTICALS, INC., BACHEM CALIFORNIA and JOHNSON & JOHNSON September 1, 1995 organizations will only be such as is reasonably necessary to their evaluation and will only be to such employees who are bound by written agreements with AMYLIN, BACHEM, or J&J, respectively, to maintain the Confidential Information in confidence. 5. Recipient agrees to promptly return all tangible items relating to the Confidential Information of AMYLIN, BACHEM and/or J&J, including all written materials, photographs, models, compounds, compositions and the like made available or supplied to Recipient, and all copies thereof, upon the request of the party who supplied the Confidential Information (except for a single copy thereof which may be retained in the legal files of Recipient for the sole purpose of determining the scope of the obligations incurred under this Agreement). Upon request of the party who supplied the Confidential Information, Recipient further agrees to identify those persons to whom the Confidential Information that is the subject of this Agreement was disclosed. 6. In the event that Recipient is requested or is required by deposition, interrogatories, requests for information, documents or admissions, subpoenas, civil investigative demands or similar process, to disclose any Confidential Information provided by AMYLIN, BACHEM or J&J, it is agreed that Recipient will provide AMYLIN, BACHEM or J&J, respectively, with a notice of such request(s) immediately, but in no event later than two (2) business days after receipt of such request, so that AMYLIN, BACHEM or J&J, respectively, may seek an appropriate protective order and/or waive Recipient's obligation to comply with the requirements of Section 3 hereof. It is further agreed that if, in the absence of either a protective order or the receipt of a waiver hereunder, within two (2) business days prior to the time Recipient is required to disclose Confidential Information or else stand liable for contempt or suffer other censure or penalty, Recipient may disclose such Confidential Information without liability under Section 3. AMYLIN, BACHEM or J&J, respectively, and Recipient will fully cooperate with each other in connection with efforts to obtain any such order or other remedy. 7. This Agreement shall not be construed to grant any license or other rights except as specified herein. 8. The obligations of each party under this Agreement shall continue for a period of five (5) years from the date of disclosure. 9. This Agreement may not be assigned by any party. 3

Confidential Disclosure Agreement CONFIDENTIAL AMYLIN PHARMACEUTICALS, INC., BACHEM CALIFORNIA and JOHNSON & JOHNSON September 1, 1995 10. AMYLIN, BACHEM and J&J each warrant that they believe themselves to be the owners of the Confidential Information supplied by them, but make no other warranty relating to the Confidential Information or the use to be made thereof by Recipient, and disclaim all implied warranties. 11. Each party's evaluation of Confidential Information shall be at its own risk and each party agrees to hold harmless and to indemnify the other parties against any and all claims, judgments, costs, awards, expenses (including reasonable attorneys' fees), and liabilities of every kind arising from any use made of Confidential Information received from another party. 12. No party shall be permitted to use the name of another party in any publicity, advertising or public announcement concerning this Agreement or the subject matter hereof without the prior express written consent of the other party.

Confidential Disclosure Agreement CONFIDENTIAL AMYLIN PHARMACEUTICALS, INC., BACHEM CALIFORNIA and JOHNSON & JOHNSON September 1, 1995 10. AMYLIN, BACHEM and J&J each warrant that they believe themselves to be the owners of the Confidential Information supplied by them, but make no other warranty relating to the Confidential Information or the use to be made thereof by Recipient, and disclaim all implied warranties. 11. Each party's evaluation of Confidential Information shall be at its own risk and each party agrees to hold harmless and to indemnify the other parties against any and all claims, judgments, costs, awards, expenses (including reasonable attorneys' fees), and liabilities of every kind arising from any use made of Confidential Information received from another party. 12. No party shall be permitted to use the name of another party in any publicity, advertising or public announcement concerning this Agreement or the subject matter hereof without the prior express written consent of the other party. 13. This Agreement sets forth the entire agreement between the parties relating to the subject matter of this Agreement, and fully supersedes any and all prior and contemporaneous agreements or understandings between the parties pertaining to the subject matter hereof. 14. This Agreement may not be amended, supplemented or otherwise modified except by an instrument in writing signed by all parties. 15. The failure of any party to insist upon strict performance of any provision of this Agreement or to exercise any right hereunder shall not constitute a waiver of that provision of or right under this Agreement or of any other provision of or right under this Agreement. 16. If any provision of this Agreement is declared invalid, illegal or unenforceable, such provision shall be severed and all remaining provisions shall continue in full force and effect. 17. This Agreement shall be construed and enforced in accordance with the laws of the State of California (except its choice of law rules), and the parties hereby submit to the jurisdiction and venue of the California courts, both state and federal. 4

Confidential Disclosure Agreement CONFIDENTIAL AMYLIN PHARMACEUTICALS, INC., BACHEM CALIFORNIA and JOHNSON & JOHNSON September 1, 1995 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in triplicate counterpart original by their duly authorized representatives as of the day and year above written. Any and all Confidential Information disclosed prior to the effective date of this Agreement shall be deemed to fall within the scope of this Agreement.
AGREED AND ACCEPTED: AMYLIN AMYLIN PHARMACEUTICALS, INC. AGREED AND ACCEPTED: BACHEM BACHEM CALIFORNIA

By:____________________________

By:___________________________________

Confidential Disclosure Agreement CONFIDENTIAL AMYLIN PHARMACEUTICALS, INC., BACHEM CALIFORNIA and JOHNSON & JOHNSON September 1, 1995 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in triplicate counterpart original by their duly authorized representatives as of the day and year above written. Any and all Confidential Information disclosed prior to the effective date of this Agreement shall be deemed to fall within the scope of this Agreement.
AGREED AND ACCEPTED: AMYLIN AMYLIN PHARMACEUTICALS, INC. AGREED AND ACCEPTED: BACHEM BACHEM CALIFORNIA

By:____________________________ Bradford J. Duft, Esq. Vice President and General Counsel

By:___________________________________ (signature) Name:_________________________________ (type or print) Title:________________________________

AGREED AND ACCEPTED: J&J Johnson & Johnson By:____________________________ (Signature) Name:__________________________ (type or print) Title:_________________________ 5

Exhibit 4 Alternative Dispute Resolution The parties recognize that a bona fide dispute as to certain matters may arise from time to time during the term of this Agreement which relates to either party's rights and/or obligations. To have such a dispute resolved by this Alternative Dispute Resolution ("ADR") provision, a party first must send written notice of the dispute to the other party for attempted resolution by good faith negotiations between their respective presidents (or their equivalents) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received (all references to "days" in this ADR provision are to calendar days). If the matter has not been resolved within twenty-eight (28) days of the notice of dispute, or if the parties fail to meet within such twenty-eight (28) days, either party may initiate an ADR proceeding s provided herein. The parties shall have the right to be represented by counsel in such a proceeding.

Exhibit 4 Alternative Dispute Resolution The parties recognize that a bona fide dispute as to certain matters may arise from time to time during the term of this Agreement which relates to either party's rights and/or obligations. To have such a dispute resolved by this Alternative Dispute Resolution ("ADR") provision, a party first must send written notice of the dispute to the other party for attempted resolution by good faith negotiations between their respective presidents (or their equivalents) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received (all references to "days" in this ADR provision are to calendar days). If the matter has not been resolved within twenty-eight (28) days of the notice of dispute, or if the parties fail to meet within such twenty-eight (28) days, either party may initiate an ADR proceeding s provided herein. The parties shall have the right to be represented by counsel in such a proceeding. 1. To begin an ADR proceeding, a party shall provide written notice to the other party of the issues to be resolved by ADR. Within fourteen (14) days after its receipt of such notice, the other party may, by written notice to the party initiating the ADR, add additional issues to be resolved within the same ADR. 2. Within twenty-one (21) days following receipt of the original ADR notice, the parties shall select a mutually acceptable neutral to preside in the resolution of any disputes in this ADR proceeding. If the parties are unable to agree on a mutually acceptable neutral within such period, either party may request the President of the CPR Institute for Dispute Resolution ("CPR"), 366 Madison Avenue, 14th Floor, New York, New York 10017, or its -1-

successor organization or, if neither exists a similar type organization to select a neutral pursuant to the following procedures-(a) The CPR shall submit to the parties a list of not less than five (5) candidates within fourteen (14) days after receipt of the request, along with a Curriculum Vitae for each candidate. No candidate shall be an employee, director, or shareholder of either party or any of their subsidiaries or affiliates. (b) Such list shall include a statement of disclosure by each candidate of any circumstances likely to affect his or her impartiality. (c) Each party shall number the candidates in order of preference (with the number one (1) signifying the greatest preference) and shall deliver the list to the CPR within seven (7) days following receipt of the list of candidates. If a party believes a conflict of interest exists regarding any of the candidates, that party shall provide a written explanation of the conflict to the CPR along with its list showinq its order of preference for the candidates. Any party failing to return a list of preferences on time shall be deemed to have no order of preference. (d) If the parties collectively have identified fewer than three (3) candidates deemed to have conflicts, the CPR immediately shall designate as the neutral the candidate for whom the parties collectively have indicated the greatest preference. If a tie should result between two candidates, the CPR may designate either candidate. If the parties collectively have identified three (3) or more candidates deemed to have conflicts, the CPR shall review the explanations regarding conflicts and, in its sole discretion, may either (1) immediately designate as -2-

the neutral the candidate for whom the parties collectively have indicated the greatest preference, or (ii) issue a new list of not less than five (5) candidates, in which case the procedures set forth in Sections 2(a) - 2(d) shall be repeated. 3. No earlier than twenty-eight (28) days or later than fifty--six (56) days after selection, the neutral shall hold a

successor organization or, if neither exists a similar type organization to select a neutral pursuant to the following procedures-(a) The CPR shall submit to the parties a list of not less than five (5) candidates within fourteen (14) days after receipt of the request, along with a Curriculum Vitae for each candidate. No candidate shall be an employee, director, or shareholder of either party or any of their subsidiaries or affiliates. (b) Such list shall include a statement of disclosure by each candidate of any circumstances likely to affect his or her impartiality. (c) Each party shall number the candidates in order of preference (with the number one (1) signifying the greatest preference) and shall deliver the list to the CPR within seven (7) days following receipt of the list of candidates. If a party believes a conflict of interest exists regarding any of the candidates, that party shall provide a written explanation of the conflict to the CPR along with its list showinq its order of preference for the candidates. Any party failing to return a list of preferences on time shall be deemed to have no order of preference. (d) If the parties collectively have identified fewer than three (3) candidates deemed to have conflicts, the CPR immediately shall designate as the neutral the candidate for whom the parties collectively have indicated the greatest preference. If a tie should result between two candidates, the CPR may designate either candidate. If the parties collectively have identified three (3) or more candidates deemed to have conflicts, the CPR shall review the explanations regarding conflicts and, in its sole discretion, may either (1) immediately designate as -2-

the neutral the candidate for whom the parties collectively have indicated the greatest preference, or (ii) issue a new list of not less than five (5) candidates, in which case the procedures set forth in Sections 2(a) - 2(d) shall be repeated. 3. No earlier than twenty-eight (28) days or later than fifty--six (56) days after selection, the neutral shall hold a hearing to resolve each of the issues identified by the parties. The ADR proceeding shall take place at a location agreed upon by the parties. If the parties cannot agree, the neutral shall designate a location other than the principal place of business of either party or any of their subsidiaries or affiliates. 4. At least seven (7) days prior to the hearing, each party shall submit the following to the other party and the neutral: a) a copy of all exhibits on which such party intends to rely in any oral or written presentation to the neutral; (b) a list of any witnesses such party intends to call at the hearing, and a short summary of the anticipated testimony of each witness; (c) a proposed ruling on each issue to be resolved, together with a request for a specific damage award or other remedy for each issue. The proposed rulings and remedies shall not contain any recitation of the facts or any legal arguments and shall not exceed one (1) page per issue. (d) a brief in support of such party's proposed rulings and remedies, provided that the brief shall not exceed twenty (20) pages with at least 12 point type, courier font and margins not less than 1 inch top, bottom and sides. This page limitation shall apply regardless of the number of issues raised in the ADR proceeding. -3-

Depositions shall be limited to 3 depositions per party with each deposition not to exceed 10 hours. Interrogatories shall be limited to 10 questions (including all subparts to questions) for each party. Production of documents shall be limited to the extent the neutral in his/her sole discretion feels is reasonable and necessary. No other discovery shall be permitted unless authorized by the neutral.

the neutral the candidate for whom the parties collectively have indicated the greatest preference, or (ii) issue a new list of not less than five (5) candidates, in which case the procedures set forth in Sections 2(a) - 2(d) shall be repeated. 3. No earlier than twenty-eight (28) days or later than fifty--six (56) days after selection, the neutral shall hold a hearing to resolve each of the issues identified by the parties. The ADR proceeding shall take place at a location agreed upon by the parties. If the parties cannot agree, the neutral shall designate a location other than the principal place of business of either party or any of their subsidiaries or affiliates. 4. At least seven (7) days prior to the hearing, each party shall submit the following to the other party and the neutral: a) a copy of all exhibits on which such party intends to rely in any oral or written presentation to the neutral; (b) a list of any witnesses such party intends to call at the hearing, and a short summary of the anticipated testimony of each witness; (c) a proposed ruling on each issue to be resolved, together with a request for a specific damage award or other remedy for each issue. The proposed rulings and remedies shall not contain any recitation of the facts or any legal arguments and shall not exceed one (1) page per issue. (d) a brief in support of such party's proposed rulings and remedies, provided that the brief shall not exceed twenty (20) pages with at least 12 point type, courier font and margins not less than 1 inch top, bottom and sides. This page limitation shall apply regardless of the number of issues raised in the ADR proceeding. -3-

Depositions shall be limited to 3 depositions per party with each deposition not to exceed 10 hours. Interrogatories shall be limited to 10 questions (including all subparts to questions) for each party. Production of documents shall be limited to the extent the neutral in his/her sole discretion feels is reasonable and necessary. No other discovery shall be permitted unless authorized by the neutral. 5. The hearing shall be conducted on four (4) consecutive days or less and shall be governed by the following rules: (a) Each party shall be entitled to twelve (12) hours of hearing time to present its case. The neutral shall determine whether each party has had the twelve (12) hours to which it is entitled. (b) Each party shall be entitled, but not required, to make an opening statement, to present regular and rebuttal testimony, documents or other evidence, to cross-examine witnesses, and to make a closing argument. Cross-examination of witnesses shall occur immediately after their direct testimony, and cross-examination time shall be charged against the party conducting the cross--examination; (c) The party initiating the ADR shall begin the hearing and, if it chooses to make an opening statement, shall address not only issues it raised but also any issues raised by the responding party. The responding party, if it chooses to make an opening statement, also shall address all issues raised in the ADR. Thereafter, the presentation of regular and rebuttal testimony and documents, other evidence, and closing arguments shall proceed in the same sequence; (d) Settlement negotiations, including any statements made therein, shall not be admissible under any circumstances. -4-

Affidavits prepared for purposes of the ADR hearing also shall, however, be admissible. As to the admission of evidence, the neutral shall apply the Federal Rules of Evidence to evidentiary issues and shall have the sole

Depositions shall be limited to 3 depositions per party with each deposition not to exceed 10 hours. Interrogatories shall be limited to 10 questions (including all subparts to questions) for each party. Production of documents shall be limited to the extent the neutral in his/her sole discretion feels is reasonable and necessary. No other discovery shall be permitted unless authorized by the neutral. 5. The hearing shall be conducted on four (4) consecutive days or less and shall be governed by the following rules: (a) Each party shall be entitled to twelve (12) hours of hearing time to present its case. The neutral shall determine whether each party has had the twelve (12) hours to which it is entitled. (b) Each party shall be entitled, but not required, to make an opening statement, to present regular and rebuttal testimony, documents or other evidence, to cross-examine witnesses, and to make a closing argument. Cross-examination of witnesses shall occur immediately after their direct testimony, and cross-examination time shall be charged against the party conducting the cross--examination; (c) The party initiating the ADR shall begin the hearing and, if it chooses to make an opening statement, shall address not only issues it raised but also any issues raised by the responding party. The responding party, if it chooses to make an opening statement, also shall address all issues raised in the ADR. Thereafter, the presentation of regular and rebuttal testimony and documents, other evidence, and closing arguments shall proceed in the same sequence; (d) Settlement negotiations, including any statements made therein, shall not be admissible under any circumstances. -4-

Affidavits prepared for purposes of the ADR hearing also shall, however, be admissible. As to the admission of evidence, the neutral shall apply the Federal Rules of Evidence to evidentiary issues and shall have the sole discretion regarding the admissibility of evidence according to the Federal Rules of Evidence. 6. Within seven (7) days following completion of the hearing, each party may submit to the other party and the neutral a post-hearing brief in support of its proposed rulings and remedies, provided that such brief shall not contain or discuss any new evidence and shall not exceed ten (10) pages with the same requirements as specified in 4(d) herein. This page limitation shall apply regardless of the number of issues raised in the ADR proceeding. 7. The neutral shall rule on each disputed issue within fourteen (14) days following completion of the hearing. Such ruling shall adopt in its entirety the proposed ruling and remedy of one of the parties on each disputed issue but may adopt one party's proposed rulings and remedies on some issues and the other party's proposed rulings and remedies on other issues. The neutral shall not issue any written opinion or otherwise explain the basis of the ruling. 8. The neutral is empowered to award any remedy allowed by law, including money damages, prejudqement interest and attorneys fees, and to grant final, complete, interim, or interlocutory relief, including injunctive relief. Notwithstanding the foregoing, punitive or treble damages may not be awarded. 9. The neutral shall be paid a reasonable fee plus expenses. These fees and expenses, along with the reasonable legal fees -5-

and expenses of the prevailing party (including all expert witness fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, shall be paid as follows: (a) If the neutral rules in favor of one party on all disputed issues in the ADR, the losing party shall pay one hundred percent (100%) of such fees and expenses.

Affidavits prepared for purposes of the ADR hearing also shall, however, be admissible. As to the admission of evidence, the neutral shall apply the Federal Rules of Evidence to evidentiary issues and shall have the sole discretion regarding the admissibility of evidence according to the Federal Rules of Evidence. 6. Within seven (7) days following completion of the hearing, each party may submit to the other party and the neutral a post-hearing brief in support of its proposed rulings and remedies, provided that such brief shall not contain or discuss any new evidence and shall not exceed ten (10) pages with the same requirements as specified in 4(d) herein. This page limitation shall apply regardless of the number of issues raised in the ADR proceeding. 7. The neutral shall rule on each disputed issue within fourteen (14) days following completion of the hearing. Such ruling shall adopt in its entirety the proposed ruling and remedy of one of the parties on each disputed issue but may adopt one party's proposed rulings and remedies on some issues and the other party's proposed rulings and remedies on other issues. The neutral shall not issue any written opinion or otherwise explain the basis of the ruling. 8. The neutral is empowered to award any remedy allowed by law, including money damages, prejudqement interest and attorneys fees, and to grant final, complete, interim, or interlocutory relief, including injunctive relief. Notwithstanding the foregoing, punitive or treble damages may not be awarded. 9. The neutral shall be paid a reasonable fee plus expenses. These fees and expenses, along with the reasonable legal fees -5-

and expenses of the prevailing party (including all expert witness fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, shall be paid as follows: (a) If the neutral rules in favor of one party on all disputed issues in the ADR, the losing party shall pay one hundred percent (100%) of such fees and expenses. (b) If the neutral rules in favor of one party on some issues and the other party on other issues, the neutral shall issue with the rulings a written determination as to how such fees and expenses shall be allocated between the parties. The neutral shall allocate fees and expenses in-a way that bears a reasonable relationship to the outcome of the ADR, with the party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. 10. The rulings of the neutral and the allocation of fees and expenses shall be binding, non-reviewable, and non-appealable, and may be entered as a final judgment in any court having jurisdiction, 11. Except as required by law, the existence of the dispute, any settlement negotiations, the ADR hearing, any submissions (including exhibits, testimony, proposed rulings, and briefs), and the ruling shall be deemed Confidential Information. The neutral shall have the authority to impose sanctions for unauthorized disclosure of Confidential Information. -6-

EXHIBIT 10.45 *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2 CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT

and expenses of the prevailing party (including all expert witness fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, shall be paid as follows: (a) If the neutral rules in favor of one party on all disputed issues in the ADR, the losing party shall pay one hundred percent (100%) of such fees and expenses. (b) If the neutral rules in favor of one party on some issues and the other party on other issues, the neutral shall issue with the rulings a written determination as to how such fees and expenses shall be allocated between the parties. The neutral shall allocate fees and expenses in-a way that bears a reasonable relationship to the outcome of the ADR, with the party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. 10. The rulings of the neutral and the allocation of fees and expenses shall be binding, non-reviewable, and non-appealable, and may be entered as a final judgment in any court having jurisdiction, 11. Except as required by law, the existence of the dispute, any settlement negotiations, the ADR hearing, any submissions (including exhibits, testimony, proposed rulings, and briefs), and the ruling shall be deemed Confidential Information. The neutral shall have the authority to impose sanctions for unauthorized disclosure of Confidential Information. -6-

EXHIBIT 10.45 *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2 CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT This Assignment and Amendment Agreement is made and entered as of September 9, 1998 (the "Effective Date"), by and among Amylin Pharmaceuticals, Inc., having a principal place of business at 9373 Towne Centre Drive, San Diego, California, 92121 ("Amylin"); Bachem California, having a principal place of business at 3132 Kashiwa Street, Torrance, California, 90505 ("Bachem"); Ortho-Biotech Inc., having a principal place of business at U.S. Route 202 South, Raritan, New Jersey, 08869 ("Ortho-Biotech"). WHEREAS, Amylin, Bachem and Ortho-Biotech entered into an Agreement dated July 2, 1997 directed to the manufacturing and supply of pramlintide (the "Supply Agreement"); WHEREAS, Amylin and Lifescan Inc., an affiliate of Ortho-Biotech entered into a Collaboration Agreement effective as of June 20, 1995 which agreement was amended by Letter Agreements dated August 2, 1996 and March 27, 1997 (together the "Collaboration Agreement"); WHEREAS, Lifescan has provided notice of termination to Amylin of the Collaboration Agreement pursuant to its terms and such termination is to become effective in August; WHEREAS, as a result of such notice of termination, Ortho-Biotech wishes to assign rights and obligations under the Supply Agreement to Amylin and Amylin wishes to accept such assignment; and WHEREAS, the parties to the Supply Agreement wish to make certain amendments to the Supply Agreement including but not limited to change of the delivery schedule and changes in the termination provisions. NOW, THEREFORE, in consideration of the following premises and terms and conditions set forth hereinafter, the parties agree as follows:

EXHIBIT 10.45 *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2 CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT This Assignment and Amendment Agreement is made and entered as of September 9, 1998 (the "Effective Date"), by and among Amylin Pharmaceuticals, Inc., having a principal place of business at 9373 Towne Centre Drive, San Diego, California, 92121 ("Amylin"); Bachem California, having a principal place of business at 3132 Kashiwa Street, Torrance, California, 90505 ("Bachem"); Ortho-Biotech Inc., having a principal place of business at U.S. Route 202 South, Raritan, New Jersey, 08869 ("Ortho-Biotech"). WHEREAS, Amylin, Bachem and Ortho-Biotech entered into an Agreement dated July 2, 1997 directed to the manufacturing and supply of pramlintide (the "Supply Agreement"); WHEREAS, Amylin and Lifescan Inc., an affiliate of Ortho-Biotech entered into a Collaboration Agreement effective as of June 20, 1995 which agreement was amended by Letter Agreements dated August 2, 1996 and March 27, 1997 (together the "Collaboration Agreement"); WHEREAS, Lifescan has provided notice of termination to Amylin of the Collaboration Agreement pursuant to its terms and such termination is to become effective in August; WHEREAS, as a result of such notice of termination, Ortho-Biotech wishes to assign rights and obligations under the Supply Agreement to Amylin and Amylin wishes to accept such assignment; and WHEREAS, the parties to the Supply Agreement wish to make certain amendments to the Supply Agreement including but not limited to change of the delivery schedule and changes in the termination provisions. NOW, THEREFORE, in consideration of the following premises and terms and conditions set forth hereinafter, the parties agree as follows: 1

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 1. Pursuant to Paragraph 17 of the Supply Agreement, Ortho-Biotech hereby assigns to Amylin, and Amylin hereby accepts from Ortho-Biotech, all rights and obligations of Ortho-Biotech under the Supply Agreement, with the exception that Ortho-Biotech remains a party to the Supply Agreement with respect to the three (3) Validation Lots described in Paragraph 2.2 of the Supply Agreement. For example, such Validation Lots will be delivered to Ortho-Biotech and will be paid for by Ortho-Biotech. 2. The assignment in Section 1 of this Agreement is not intended to, and it is hereby agreed that it does not, expressly or by implication, affect the rights or obligations of the parties accrued prior to the Effective Date. Bachem consents to such assignment. 3. In the Definitions article of the Supply Agreement, add a definition which reads as follows: "Major Market Country" means any of France, Germany, Great Britain, Italy, Japan or the United States." 4. In paragraph 2.2 of the Supply Agreement, change the schedule recited therein to the following schedule:

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 1. Pursuant to Paragraph 17 of the Supply Agreement, Ortho-Biotech hereby assigns to Amylin, and Amylin hereby accepts from Ortho-Biotech, all rights and obligations of Ortho-Biotech under the Supply Agreement, with the exception that Ortho-Biotech remains a party to the Supply Agreement with respect to the three (3) Validation Lots described in Paragraph 2.2 of the Supply Agreement. For example, such Validation Lots will be delivered to Ortho-Biotech and will be paid for by Ortho-Biotech. 2. The assignment in Section 1 of this Agreement is not intended to, and it is hereby agreed that it does not, expressly or by implication, affect the rights or obligations of the parties accrued prior to the Effective Date. Bachem consents to such assignment. 3. In the Definitions article of the Supply Agreement, add a definition which reads as follows: "Major Market Country" means any of France, Germany, Great Britain, Italy, Japan or the United States." 4. In paragraph 2.2 of the Supply Agreement, change the schedule recited therein to the following schedule: A total of [...***...] over the period [...***...] in accordance with the schedule below: VALIDATION LOTS
[...***...] [...***...] lots no later than [...***...], pursuant to an issued Purchase Order, a copy of which is attached hereto as Exhibit 3. COMMERCIAL LOTS [...***...] [...***...] lots by end of [...***...] pursuant to a Purchase Order issued on or before [...***...].

2 * CONFIDENTIAL TREATMENT REQUESTED

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998
[...***...] [...***...] lot delivered by [...***...] pursuant to a Purchase Order issued on or before [...***...]. [...***...] lots delivered at a rate of approximately every [...***...] in [...***...] beginning after [...***...] pursuant to a Purchase Order issued on or before [...***...]. [...***...] [...***...] gram lots delivered at a rate of approximately every [...***...] in the year [...***...] pursuant to a Purchase Order issued on or before [...***...]. 2001. [...***...] gram lots delivered at a rate of approximately every [...***...] in the year [...***...] pursuant to a Purchase Order issued on or before [...***...].

[...***...]

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998
[...***...] [...***...] lot delivered by [...***...] pursuant to a Purchase Order issued on or before [...***...]. [...***...] lots delivered at a rate of approximately every [...***...] in [...***...] beginning after [...***...] pursuant to a Purchase Order issued on or before [...***...]. [...***...] [...***...] gram lots delivered at a rate of approximately every [...***...] in the year [...***...] pursuant to a Purchase Order issued on or before [...***...]. 2001. [...***...] gram lots delivered at a rate of approximately every [...***...] in the year [...***...] pursuant to a Purchase Order issued on or before [...***...].

[...***...]

5. Delete the following from paragraph 2.2 of the Supply Agreement: "Purchase Orders will be issued at least six months in advance of the delivery date for the individual purchase orders." 6. Purchase Order No [...***...], issued by Ortho-Biotech to Bachem for [...***...] of Product is hereby cancelled in its entirety. 3 * CONFIDENTIAL TREATMENT REQUESTED

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 7. Replace paragraph 3.2 of the Supply Agreement with the following: 3.2 On or before the date specified for delivery of each lot, Bachem shall deliver samples (in sample sizes specified by Amylin) of such lot of Product to Amylin for testing ("Testing Samples"). The Testing Samples will be prepared and packed by Bachem in accordance with Amylin SOP-373-038 and SOP-373-015. If such lot is accepted by Amylin in accordance with Paragraph 4.1, Bachem shall deliver the remainder of such lot of Product ("Commercial Material") to a carrier specified by Amylin for shipment to the location(s) specified by Amylin. Each lot of Commercial Material will be packed by Bachem in accordance with Amylin SOP-373-015. 8. Paragraph 4.1, lines 1-2 of the Supply Agreement: Replace "each shipment of Product sold hereunder" with "Testing Samples for each lot of Product." Throughout the remainder of Paragraph 4.1, replace "shipment" with "lot." 9. Paragraph 6, line 2 of the Supply Agreement: Replace "lot of Product" with "Testing Samples for each lot of Product." 10. In paragraph 7.2(c) of the Supply Agreement, substitute the first paragraph which ends with the word "follows:" with the following: Amylin may terminate this Agreement by giving Bachem thirty (30) days prior written notice in each of the following situations: (i) upon notice from the FDA that Bachem is not an approved commercial supplier of

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 7. Replace paragraph 3.2 of the Supply Agreement with the following: 3.2 On or before the date specified for delivery of each lot, Bachem shall deliver samples (in sample sizes specified by Amylin) of such lot of Product to Amylin for testing ("Testing Samples"). The Testing Samples will be prepared and packed by Bachem in accordance with Amylin SOP-373-038 and SOP-373-015. If such lot is accepted by Amylin in accordance with Paragraph 4.1, Bachem shall deliver the remainder of such lot of Product ("Commercial Material") to a carrier specified by Amylin for shipment to the location(s) specified by Amylin. Each lot of Commercial Material will be packed by Bachem in accordance with Amylin SOP-373-015. 8. Paragraph 4.1, lines 1-2 of the Supply Agreement: Replace "each shipment of Product sold hereunder" with "Testing Samples for each lot of Product." Throughout the remainder of Paragraph 4.1, replace "shipment" with "lot." 9. Paragraph 6, line 2 of the Supply Agreement: Replace "lot of Product" with "Testing Samples for each lot of Product." 10. In paragraph 7.2(c) of the Supply Agreement, substitute the first paragraph which ends with the word "follows:" with the following: Amylin may terminate this Agreement by giving Bachem thirty (30) days prior written notice in each of the following situations: (i) upon notice from the FDA that Bachem is not an approved commercial supplier of Product or failure of Bachem to successfully complete its pre-approval inspection (PAI), (ii) as a consequence of clinical trial results obtained, Amylin determines in its sole discretion that the quantities of Product specified in the Agreement are not needed by Amylin, (iii) the FDA notifies Amylin that it will not approve the NDA directed to the Product or it is not approved by [...***...], (iv) Amylin withdraws the NDA directed to the Product or (v) Amylin withdraws the Product from the market. Notwithstanding the foregoing, termination as a consequence of clinical trial results under paragraph 7.2(c)(ii) will not relieve Amylin of its obligation to accept and pay for quantities of material previously ordered 4 * CONFIDENTIAL TREATMENT REQUESTED

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 pursuant issued purchase orders. If Amylin terminates this Agreement under any of 7.2(c)(ii), (iii), (iv) or (v), then Amylin agrees to reimburse Bachem for a portion of its investment cost for plant and equipment, as follows: 11. In paragraph 7.2(c) of the Supply Agreement, substitute the last paragraph with the following two paragraphs: If Amylin terminates this Agreement under any of Paragraphs 7.2(c)(ii), (iii), (iv) or (v), Amylin shall compensate Bachem for its out-of-pocket costs associated with any work in progress, including expenses for raw materials purchased and prepared to support up to the next twelve months of production in accordance with the schedule set forth in paragraph 2.2. Notwithstanding 7.2(c)(ii), in the event that, as a consequence of clinical trial results obtained, Amylin determines in its sole discretion that the quantities of Product specified in the Agreement are not needed by Amylin, but that some quantities of Product are needed by Amylin, the parties shall negotiate in good faith to modify Paragraph 2.2 (quantities and delivery dates), rather than terminate the Agreement. 12. In paragraph 15, line 2 of the Supply Agreement: replace "New York" with "California."

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 pursuant issued purchase orders. If Amylin terminates this Agreement under any of 7.2(c)(ii), (iii), (iv) or (v), then Amylin agrees to reimburse Bachem for a portion of its investment cost for plant and equipment, as follows: 11. In paragraph 7.2(c) of the Supply Agreement, substitute the last paragraph with the following two paragraphs: If Amylin terminates this Agreement under any of Paragraphs 7.2(c)(ii), (iii), (iv) or (v), Amylin shall compensate Bachem for its out-of-pocket costs associated with any work in progress, including expenses for raw materials purchased and prepared to support up to the next twelve months of production in accordance with the schedule set forth in paragraph 2.2. Notwithstanding 7.2(c)(ii), in the event that, as a consequence of clinical trial results obtained, Amylin determines in its sole discretion that the quantities of Product specified in the Agreement are not needed by Amylin, but that some quantities of Product are needed by Amylin, the parties shall negotiate in good faith to modify Paragraph 2.2 (quantities and delivery dates), rather than terminate the Agreement. 12. In paragraph 15, line 2 of the Supply Agreement: replace "New York" with "California." 13. At the end of the Supply Agreement, add new Article 24 which reads as follows: 24. Assurance of Payment. Concurrently with the signing of the Assignment and Amendment Agreement by all parties, Amylin agrees to deposit [...***...], which represents [...***...] of the maximum termination fee due under paragraph 7.2(c), into Escrow or other arrangement or instrument which has a similar degree of surety (e.g., an irrevocable letter of credit). The amount in escrow (or similar arrangement or instrument) shall be adjusted upward or downward as follows. On or before [...***...], Amylin agrees to add [...***...], 5 * CONFIDENTIAL TREATMENT REQUESTED

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 Concurrently with the issuance of the first purchase order for delivery of Product in [...***...]or thereafter, Amylin will add [...***...], which represents the approximate cost of raw materials and work in progress for one [...***...] lot of Product. After the purchase of [...***...] of Product under this Agreement, the amount in escrow (or similar arrangement or instrument) shall be reduced by [...***...]. After the purchase of [...***...] of Product under this Agreement, the amount in escrow (or similar arrangement or instrument) shall be reduced by an additional [...***...]. All interest or other income, if any, arising from the amount in escrow (or similar arrangement or instrument) shall be paid to Amylin. Notwithstanding the foregoing, this Paragraph 24 shall remain in effect only until marketing approval is obtained for pramlintide in a Major Market Country. After receipt of marketing approval for pramlintide in a Major Market Country, any and all funds then in escrow (or similar arrangement or instrument) will be returned to Amylin, and Amylin will have no obligation to deposit any further amount into escrow (or similar arrangement or instrument). Additionally, in the event Amylin and Bachem believe that a normal and customary business relationship exists between the parties, the parties will discontinue the escrow-type arrangement described in this Paragraph 24. 14. Add a new Exhibit 3 (Purchase Order) to the Supply Agreement, which is attached hereto as Exhibit A to this Assignment and Amendment and incorporated herein by this reference. 15. Replace the current Exhibit 1 to the Supply Agreement (Product Specifications) with the revised Exhibit 1 to the Supply Agreement which is attached hereto as Exhibit B to this Assignment and Amendment Agreement and

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 Concurrently with the issuance of the first purchase order for delivery of Product in [...***...]or thereafter, Amylin will add [...***...], which represents the approximate cost of raw materials and work in progress for one [...***...] lot of Product. After the purchase of [...***...] of Product under this Agreement, the amount in escrow (or similar arrangement or instrument) shall be reduced by [...***...]. After the purchase of [...***...] of Product under this Agreement, the amount in escrow (or similar arrangement or instrument) shall be reduced by an additional [...***...]. All interest or other income, if any, arising from the amount in escrow (or similar arrangement or instrument) shall be paid to Amylin. Notwithstanding the foregoing, this Paragraph 24 shall remain in effect only until marketing approval is obtained for pramlintide in a Major Market Country. After receipt of marketing approval for pramlintide in a Major Market Country, any and all funds then in escrow (or similar arrangement or instrument) will be returned to Amylin, and Amylin will have no obligation to deposit any further amount into escrow (or similar arrangement or instrument). Additionally, in the event Amylin and Bachem believe that a normal and customary business relationship exists between the parties, the parties will discontinue the escrow-type arrangement described in this Paragraph 24. 14. Add a new Exhibit 3 (Purchase Order) to the Supply Agreement, which is attached hereto as Exhibit A to this Assignment and Amendment and incorporated herein by this reference. 15. Replace the current Exhibit 1 to the Supply Agreement (Product Specifications) with the revised Exhibit 1 to the Supply Agreement which is attached hereto as Exhibit B to this Assignment and Amendment Agreement and incorporated herein by this reference. 16. Replace the current Exhibit 4 to the Supply Agreement (Alternative Dispute Resolution Procedure) with the revised Exhibit 4 to the Supply Agreement which is attached as Exhibit C to this Assignment and Amendment Agreement and incorporated herein by this reference. 6 * CONFIDENTIAL TREATMENT REQUESTED

17. This Assignment and Amendment Agreement shall be construed, interpreted and governed by the laws of the State of California. ORTHO-BIOTECH, INC.
By: /s/ DAVID E. WILLIAMS ------------------------------Title: Vice President - Operations ---------------------------Date: June 4, 1999 -----------------------------

AMYLIN PHARMACEUTICALS, INC.
By: /s/ JOSEPH C. COOK, JR. ------------------------------Title: Chairman & CEO ---------------------------Date: 11 June 1999 -----------------------------

17. This Assignment and Amendment Agreement shall be construed, interpreted and governed by the laws of the State of California. ORTHO-BIOTECH, INC.
By: /s/ DAVID E. WILLIAMS ------------------------------Title: Vice President - Operations ---------------------------Date: June 4, 1999 -----------------------------

AMYLIN PHARMACEUTICALS, INC.
By: /s/ JOSEPH C. COOK, JR. ------------------------------Title: Chairman & CEO ---------------------------Date: 11 June 1999 -----------------------------

BACHEM CALIFORNIA
By: /s/ JOSE DE CHASTONAY ------------------------------Title: President ---------------------------Date: 11 June 1999 -----------------------------

7

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 EXHIBIT A TO ASSIGNMENT AND AMENDMENT AGREEMENT EXHIBIT 3 TO SUPPLY AGREEMENT PURCHASE ORDER [...***...] 8 * CONFIDENTIAL TREATMENT REQUESTED

Bachem California CONFIDENTIAL

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 EXHIBIT A TO ASSIGNMENT AND AMENDMENT AGREEMENT EXHIBIT 3 TO SUPPLY AGREEMENT PURCHASE ORDER [...***...] 8 * CONFIDENTIAL TREATMENT REQUESTED

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 EXHIBIT B TO ASSIGNMENT AND AMENDMENT AGREEMENT EXHIBIT 1 TO SUPPLY AGREEMENT SPECIFICATIONS [...***...] 9 * CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT C TO ASSIGNMENT AND AMENDMENT AGREEMENT EXHIBIT 4 TO SUPPLY AGREEMENT ALTERNATIVE DISPUTE RESOLUTION PROCEDURE 1. Any dispute between the parties regarding payment obligations shall be resolved by arbitration pursuant to the rules of the American Arbitration Association and the California Code of Civil Procedure, except as provided herein. There shall be three arbitrators, at least one of which shall be knowledgeable in protein chemistry and the manufacture of peptides, and at least one of which shall be knowledgeable in United States Food and Drug Administration requirements for the clinical testing of new chemical entities prior to licensure. Any claim for payment must be asserted to the other party within 90 days and a demand for arbitration filed with the American Arbitration Association within one year of the date the claim arises. The arbitration hearing shall be held within six months after the demand is filed. Discovery in accordance with California Code of Civil Procedure shall be allowed and any dispute shall be resolved by a telephone conference or in person by an attorney arbitrator (who may but need not be one of the three arbitrators deciding the claim) designated by the American Arbitration Association. 2. The arbitration hearing shall be held in San Diego, California. Either party may petition the Court to confirm the award of the arbitration, and upon confirmation judgement shall be entered with the same force and effect as a

Bachem California CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENT September 9, 1998 EXHIBIT B TO ASSIGNMENT AND AMENDMENT AGREEMENT EXHIBIT 1 TO SUPPLY AGREEMENT SPECIFICATIONS [...***...] 9 * CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT C TO ASSIGNMENT AND AMENDMENT AGREEMENT EXHIBIT 4 TO SUPPLY AGREEMENT ALTERNATIVE DISPUTE RESOLUTION PROCEDURE 1. Any dispute between the parties regarding payment obligations shall be resolved by arbitration pursuant to the rules of the American Arbitration Association and the California Code of Civil Procedure, except as provided herein. There shall be three arbitrators, at least one of which shall be knowledgeable in protein chemistry and the manufacture of peptides, and at least one of which shall be knowledgeable in United States Food and Drug Administration requirements for the clinical testing of new chemical entities prior to licensure. Any claim for payment must be asserted to the other party within 90 days and a demand for arbitration filed with the American Arbitration Association within one year of the date the claim arises. The arbitration hearing shall be held within six months after the demand is filed. Discovery in accordance with California Code of Civil Procedure shall be allowed and any dispute shall be resolved by a telephone conference or in person by an attorney arbitrator (who may but need not be one of the three arbitrators deciding the claim) designated by the American Arbitration Association. 2. The arbitration hearing shall be held in San Diego, California. Either party may petition the Court to confirm the award of the arbitration, and upon confirmation judgement shall be entered with the same force and effect as a judgment in a civil action. 10

EXHIBIT 10.46 *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2 PRAMLINTIDE REPURCHASE AGREEMENT This Pramlintide Repurchase Agreement (the "Agreement") is made and entered into as of September 16, 1998, by and between Amylin Pharmaceuticals, Inc., a Delaware corporation having a place of business at 9373 Towne Centre Drive, San Diego, CA 92121 ("AMYLIN") and Ortho-Biotech, Inc., a New Jersey corporation

EXHIBIT C TO ASSIGNMENT AND AMENDMENT AGREEMENT EXHIBIT 4 TO SUPPLY AGREEMENT ALTERNATIVE DISPUTE RESOLUTION PROCEDURE 1. Any dispute between the parties regarding payment obligations shall be resolved by arbitration pursuant to the rules of the American Arbitration Association and the California Code of Civil Procedure, except as provided herein. There shall be three arbitrators, at least one of which shall be knowledgeable in protein chemistry and the manufacture of peptides, and at least one of which shall be knowledgeable in United States Food and Drug Administration requirements for the clinical testing of new chemical entities prior to licensure. Any claim for payment must be asserted to the other party within 90 days and a demand for arbitration filed with the American Arbitration Association within one year of the date the claim arises. The arbitration hearing shall be held within six months after the demand is filed. Discovery in accordance with California Code of Civil Procedure shall be allowed and any dispute shall be resolved by a telephone conference or in person by an attorney arbitrator (who may but need not be one of the three arbitrators deciding the claim) designated by the American Arbitration Association. 2. The arbitration hearing shall be held in San Diego, California. Either party may petition the Court to confirm the award of the arbitration, and upon confirmation judgement shall be entered with the same force and effect as a judgment in a civil action. 10

EXHIBIT 10.46 *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2 PRAMLINTIDE REPURCHASE AGREEMENT This Pramlintide Repurchase Agreement (the "Agreement") is made and entered into as of September 16, 1998, by and between Amylin Pharmaceuticals, Inc., a Delaware corporation having a place of business at 9373 Towne Centre Drive, San Diego, CA 92121 ("AMYLIN") and Ortho-Biotech, Inc., a New Jersey corporation having a place of business at U.S. Route 202, Raritan, NJ 08869 ("ORTHO-BIOTECH"). AMYLIN and ORTHO-BIOTECH are sometimes referred to herein individually as a "Party" and collectively as the "Parties," and all references to AMYLIN and ORTHO-BIOTECH shall include their respective Affiliates. Johnson & Johnson, a New Jersey corporation having a place of business at One Johnson & Johnson Plaza, New Brunswick, New Jersey, ("J&J") is a party to this Agreement as a guarantor of the performance under this Agreement by ORTHO-BIOTECH and all of the Affiliates of ORTHO-BIOTECH. WHEREAS, AMYLIN and LifeScan, an Affiliate of J&J, entered into a Collaboration Agreement effective as of June 20, 1995 which agreement was amended by letter agreements dated August 2, 1996 and March 27, 1997 (together the "Collaboration Agreement"), and J&J guaranteed the performance of LifeScan, its subsidiary, under the Collaboration Agreement. WHEREAS, LifeScan provided notice of termination to AMYLIN of the Collaboration Agreement pursuant to its terms and such termination became effective in August 1998; WHEREAS, as a result of such notice of termination, AMYLIN, ORTHO-BIOTECH and J&J are making a transition to the point in time when LifeScan will no longer be collaborating with Amylin; and

EXHIBIT 10.46 *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2 PRAMLINTIDE REPURCHASE AGREEMENT This Pramlintide Repurchase Agreement (the "Agreement") is made and entered into as of September 16, 1998, by and between Amylin Pharmaceuticals, Inc., a Delaware corporation having a place of business at 9373 Towne Centre Drive, San Diego, CA 92121 ("AMYLIN") and Ortho-Biotech, Inc., a New Jersey corporation having a place of business at U.S. Route 202, Raritan, NJ 08869 ("ORTHO-BIOTECH"). AMYLIN and ORTHO-BIOTECH are sometimes referred to herein individually as a "Party" and collectively as the "Parties," and all references to AMYLIN and ORTHO-BIOTECH shall include their respective Affiliates. Johnson & Johnson, a New Jersey corporation having a place of business at One Johnson & Johnson Plaza, New Brunswick, New Jersey, ("J&J") is a party to this Agreement as a guarantor of the performance under this Agreement by ORTHO-BIOTECH and all of the Affiliates of ORTHO-BIOTECH. WHEREAS, AMYLIN and LifeScan, an Affiliate of J&J, entered into a Collaboration Agreement effective as of June 20, 1995 which agreement was amended by letter agreements dated August 2, 1996 and March 27, 1997 (together the "Collaboration Agreement"), and J&J guaranteed the performance of LifeScan, its subsidiary, under the Collaboration Agreement. WHEREAS, LifeScan provided notice of termination to AMYLIN of the Collaboration Agreement pursuant to its terms and such termination became effective in August 1998; WHEREAS, as a result of such notice of termination, AMYLIN, ORTHO-BIOTECH and J&J are making a transition to the point in time when LifeScan will no longer be collaborating with Amylin; and WHEREAS, as part of this transition, ORTHO-BIOTECH has ordered or will order and purchase certain amounts of Pramlintide from third party vendors, and AMYLIN desires that ORTHO-BIOTECH place in ORTHO-BIOTECH's inventory such amounts of Pramlintide that ORTHO-BIOTECH has ordered or will order, for possible future purchase by AMYLIN. 1

NOW, THEREFORE, in consideration of the following premises and terms and conditions set forth hereinafter, the Parties agree as follows: ARTICLE I DEFINITIONS The following terms shall have the following meanings as used in this Agreement: 1.1 "Affiliate" means an entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a Party. 1.2 "Inventory Carrying Cost" means the carrying cost payable by AMYLIN to ORTHO-BIOTECH, covering the period beginning when any Pramlintide is delivered to ORTHO-BIOTECH and ending when all Pramlintide Inventory has been repurchased by AMYLIN under the terms of this Agreement or until such time as AMYLIN advises ORTHO-BIOTECH in writing in accordance with this Agreement that it will not purchase such Pramlintide Inventory. The Inventory Carrying Cost will be equal to the value of portion of Pramlintide Inventory in question multiplied by the number of years and portions thereof such Pramlintide Inventory was stored by ORTHO-BIOTECH multiplied by the Inventory Interest Rate.

NOW, THEREFORE, in consideration of the following premises and terms and conditions set forth hereinafter, the Parties agree as follows: ARTICLE I DEFINITIONS The following terms shall have the following meanings as used in this Agreement: 1.1 "Affiliate" means an entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a Party. 1.2 "Inventory Carrying Cost" means the carrying cost payable by AMYLIN to ORTHO-BIOTECH, covering the period beginning when any Pramlintide is delivered to ORTHO-BIOTECH and ending when all Pramlintide Inventory has been repurchased by AMYLIN under the terms of this Agreement or until such time as AMYLIN advises ORTHO-BIOTECH in writing in accordance with this Agreement that it will not purchase such Pramlintide Inventory. The Inventory Carrying Cost will be equal to the value of portion of Pramlintide Inventory in question multiplied by the number of years and portions thereof such Pramlintide Inventory was stored by ORTHO-BIOTECH multiplied by the Inventory Interest Rate. 1.3 "Inventory Interest Rate" means average five year U.S. Treasury Note rate, as quoted in Federal Reserve Statistical Release H.15 on the first day of the month in which all or a portion of the Pramlintide Inventory is purchased by Amylin plus [...***...]. 1.4 "Major Company" means a third party company whose total revenue exceeds [...***...] in the most recently completed fiscal year for which audited financial statements are publicly available as reported in such financial statements, or if not publicly available, as appropriately provided by such third party company. 1.5 "Pramlintide" means 25,28,29Pro-h-amylin acetate, as described and claimed in U.S. Patent No. 5,686,411, and identified by the USAN Council by the following chemical names: 1) 25-L-proline-28-L-proline-29-L-prolineamylin (human) acetate (salt) 2 * CONFIDENTIAL TREATMENT REQUESTED

2) L-lysyl-L-cysteinyl-L-asparaginyl-L-threonyl-L-alanyl-L-threonyl -L-cysteinyl-L-alanyl-L-threonyl-Lglutaminyl-L-arginyl-L-leucyl -L-alanyl-L-asparaginyl-L-phenylalanyl-L-leucyl-L-valyl -L-histidyl-L-seryl-Lseryl-L-asparaginyl-L-asparaginyl -L-phenylalanylgly cyl-L-prolyl-L-isoleucyl-L-leucyl-L-prolyl -L-prolyl-Lthreonyl-L-asparaginyl-L-valylglycyl-L-seryl -L-asparaginyl-L-threonyl-L-tyrosinamide, cyclic (2-7)-disulfide, acetate (salt), hydrate 1.6 "Pramlintide Inventory" means any and all Pramlintide manufactured and delivered to ORTHO-BIOTECH pursuant to the [...***...] Purchase Order, the [...***...] Purchase Order or the [...***...] Purchase Order (as these terms are defined below), which has been accepted by AMYLIN, paid for by and delivered to ORTHO-BIOTECH, and stored in inventory at ORTHOBIOTECH. 1.7 "Regulatory Approval" means all approvals, registrations or authorizations (including pricing and reimbursement approvals) of any regulatory agency, department, bureau or other governmental entity, necessary for the commercial sale of Pramlintide in a regulatory jurisdiction. ARTICLE II PURCHASE OF PRAMLINTIDE BY ORTHO-BIOTECH 2.1 [...***...] Purchase Order. ORTHO-BIOTECH has issued a purchase order to [...***...] for [...***...] of Pramlintide at a price of [...***...] per gram for with delivery scheduled for October 1998 to January 1999 (the

2) L-lysyl-L-cysteinyl-L-asparaginyl-L-threonyl-L-alanyl-L-threonyl -L-cysteinyl-L-alanyl-L-threonyl-Lglutaminyl-L-arginyl-L-leucyl -L-alanyl-L-asparaginyl-L-phenylalanyl-L-leucyl-L-valyl -L-histidyl-L-seryl-Lseryl-L-asparaginyl-L-asparaginyl -L-phenylalanylgly cyl-L-prolyl-L-isoleucyl-L-leucyl-L-prolyl -L-prolyl-Lthreonyl-L-asparaginyl-L-valylglycyl-L-seryl -L-asparaginyl-L-threonyl-L-tyrosinamide, cyclic (2-7)-disulfide, acetate (salt), hydrate 1.6 "Pramlintide Inventory" means any and all Pramlintide manufactured and delivered to ORTHO-BIOTECH pursuant to the [...***...] Purchase Order, the [...***...] Purchase Order or the [...***...] Purchase Order (as these terms are defined below), which has been accepted by AMYLIN, paid for by and delivered to ORTHO-BIOTECH, and stored in inventory at ORTHOBIOTECH. 1.7 "Regulatory Approval" means all approvals, registrations or authorizations (including pricing and reimbursement approvals) of any regulatory agency, department, bureau or other governmental entity, necessary for the commercial sale of Pramlintide in a regulatory jurisdiction. ARTICLE II PURCHASE OF PRAMLINTIDE BY ORTHO-BIOTECH 2.1 [...***...] Purchase Order. ORTHO-BIOTECH has issued a purchase order to [...***...] for [...***...] of Pramlintide at a price of [...***...] per gram for with delivery scheduled for October 1998 to January 1999 (the "[...***...] Purchase Order,"), 2.2 [...***...]Purchase Order. ORTHO-BIOTECH has issued or will issue a purchase order to [...***...] for [...***...] of Pramlintide at a price of [...***...] per gram with delivery scheduled for September to December, 1998 (the "[...***...] Purchase Order"). 2.3 [...***...] Purchase Order. ORTHO-BIOTECH has issued or will issue a purchase order to [...***...] for [...***...] of Pramlintide at a price of [...***...] per gram, [...***...] 3 * CONFIDENTIAL TREATMENT REQUESTED

with delivery scheduled for December 1988 ("the [...***...] Purchase Order"). 2.4 Acceptance or Rejection by AMYLIN. AMYLIN agrees that Pramlintide ordered pursuant to the [...***...] Purchase Order, the [...***...] Purchase Order and/or the [...***...] Purchase Order will be tested by AMYLIN after it is manufactured and will either be accepted or rejected by AMYLIN pursuant the terms of the [...***...] Purchase Order, [...***...] Supply Agreement as amended, and the [...***...] Purchase Order and the [...***...], as appropriate. 2.5 Payment by ORTHO-BIOTECH. ORTHO-BIOTECH agrees to pay for and take delivery of the Pramlintide ordered pursuant to the [...***...] Purchase Order, the [...***...] Purchase Order, the [...***...] Purchase Order and the [...***...], upon acceptance by AMYLIN of the Pramlintide ordered thereunder. ARTICLE III REPURCHASE OF PRAMLINTIDE INVENTORY BY AMYLIN 3.1 Placement of Pramlintide in Inventory. Once Pramlintide ordered pursuant to the [...***...] Purchase Order, the [...***...] Purchase Order and/or the [...***...] Purchase Order is accepted by AMYLIN, AMYLIN will promptly notify ORTHO-BIOTECH, and, after receiving such notification from AMYLIN, ORTHO-BIOTECH agrees to purchase, take delivery and ownership of such Pramlintide and place such Pramlintide in its inventory and store the Pramlintide at a temperature of -20 (degree)C to -70 (degree)C in the original unopened containers

with delivery scheduled for December 1988 ("the [...***...] Purchase Order"). 2.4 Acceptance or Rejection by AMYLIN. AMYLIN agrees that Pramlintide ordered pursuant to the [...***...] Purchase Order, the [...***...] Purchase Order and/or the [...***...] Purchase Order will be tested by AMYLIN after it is manufactured and will either be accepted or rejected by AMYLIN pursuant the terms of the [...***...] Purchase Order, [...***...] Supply Agreement as amended, and the [...***...] Purchase Order and the [...***...], as appropriate. 2.5 Payment by ORTHO-BIOTECH. ORTHO-BIOTECH agrees to pay for and take delivery of the Pramlintide ordered pursuant to the [...***...] Purchase Order, the [...***...] Purchase Order, the [...***...] Purchase Order and the [...***...], upon acceptance by AMYLIN of the Pramlintide ordered thereunder. ARTICLE III REPURCHASE OF PRAMLINTIDE INVENTORY BY AMYLIN 3.1 Placement of Pramlintide in Inventory. Once Pramlintide ordered pursuant to the [...***...] Purchase Order, the [...***...] Purchase Order and/or the [...***...] Purchase Order is accepted by AMYLIN, AMYLIN will promptly notify ORTHO-BIOTECH, and, after receiving such notification from AMYLIN, ORTHO-BIOTECH agrees to purchase, take delivery and ownership of such Pramlintide and place such Pramlintide in its inventory and store the Pramlintide at a temperature of -20 (degree)C to -70 (degree)C in the original unopened containers as received from the manufacturer and in accordance with Current Good Manufacturing Practices ("Approved Storage Conditions"). 3.2 Repurchase of Pramlintide Inventory. AMYLIN will repurchase Pramlintide Inventory from ORTHOBIOTECH in accordance with this Agreement. AMYLIN's purchase of Pramlintide Inventory shall be unconditional (except as provided in this Section 3.2) and in particular, if the Pramlintide Inventory no longer meets applicable specifications at the time AMYLIN is obligated to purchase it, AMYLIN shall nevertheless be obligated to purchase the Pramlintide Inventory, unless AMYLIN can demonstrate that the reason that the Pramlintide no longer meets Specifications is solely due to ORTHO-BIOTECH's failure to store the Pramlintide in accordance with Approved Storage Conditions. Moreover, if all or part of the Pramlintide Inventory does not meet applicable 4 * CONFIDENTIAL TREATMENT REQUESTED

specifications due to ORTHO-BIOTECH's failure to store the Pramlintide in accordance with Approved Storage Conditions, AMYLIN's sole and exclusive remedy shall be to cancel its purchase obligations for such Pramlintide Inventory hereunder. AMYLIN agrees and acknowledges that it shall be obligated to purchase the Pramlintide Inventory even if the specifications for Pramlintide change between now and the time for purchase for any reason, including but not limited to pursuant to a regulatory requirement. 3.3 Repurchase Price. The price that AMYLIN will pay to ORTHO-BIOTECH for the Pramlintide Inventory it purchases hereunder shall be the same price that ORTHO-BIOTECH paid to the supplier under the applicable [...***...] Purchase Order, [...***...] Purchase Order or [...***...] Purchase Order, as the case may be, plus the Inventory Carrying Cost applicable to such Pramlintide Inventory. 3.4 Time of Repurchase. The Pramlintide Inventory will be purchased and paid for in full by AMYLIN, including applicable Inventory Carrying Cost, on the first-to-occur of any of the following (a) - (d): (a) AMYLIN executes any agreement with a Major Company relating to the development, commercialization and/or sale of Pramlintide. In this event, payment will be made to ORTHO-BIOTECH for all Pramlintide Inventory on or before [...***...] or the date of the first filing of an application for Regulatory Approval for Pramlintide, whichever occurs first, provided, however, that if the agreement with a Major Company is not entered into until after [...***...], then payment will be made upon execution of such agreement with a Major Company by AMYLIN.

specifications due to ORTHO-BIOTECH's failure to store the Pramlintide in accordance with Approved Storage Conditions, AMYLIN's sole and exclusive remedy shall be to cancel its purchase obligations for such Pramlintide Inventory hereunder. AMYLIN agrees and acknowledges that it shall be obligated to purchase the Pramlintide Inventory even if the specifications for Pramlintide change between now and the time for purchase for any reason, including but not limited to pursuant to a regulatory requirement. 3.3 Repurchase Price. The price that AMYLIN will pay to ORTHO-BIOTECH for the Pramlintide Inventory it purchases hereunder shall be the same price that ORTHO-BIOTECH paid to the supplier under the applicable [...***...] Purchase Order, [...***...] Purchase Order or [...***...] Purchase Order, as the case may be, plus the Inventory Carrying Cost applicable to such Pramlintide Inventory. 3.4 Time of Repurchase. The Pramlintide Inventory will be purchased and paid for in full by AMYLIN, including applicable Inventory Carrying Cost, on the first-to-occur of any of the following (a) - (d): (a) AMYLIN executes any agreement with a Major Company relating to the development, commercialization and/or sale of Pramlintide. In this event, payment will be made to ORTHO-BIOTECH for all Pramlintide Inventory on or before [...***...] or the date of the first filing of an application for Regulatory Approval for Pramlintide, whichever occurs first, provided, however, that if the agreement with a Major Company is not entered into until after [...***...], then payment will be made upon execution of such agreement with a Major Company by AMYLIN. (b) AMYLIN requests in writing, ORTHO-BIOTECH to fill-finish some or all of the Pramlintide Inventory by placing it in vials and/or cartridges, or requests ORTHO-BIOTECH to transfer it to a third party for further processing. The quantity of Pramlintide to be fill-finished or transferred, must be paid for in full (including applicable Inventory Carrying Costs) before ORTHO-BIOTECH is obligated to fill-finish or transfer it. In all cases, AMYLIN must order quantities of Pramlintide Inventory to be fill-finished to correspond to entire containers so that no containers holding Pramlintide Inventory need be opened by ORTHO-BIOTECH. (c) AMYLIN receives Regulatory Approval for the sale of Pramlintide in any of the United States, France, Germany, Great Britain, Italy, or 5 * CONFIDENTIAL TREATMENT REQUESTED

Japan, in which case AMYLIN agrees to purchase all Pramlintide Inventory within ninety (90) days of such Regulatory Approval. (d) Completion of a transaction or series of transactions in which a third party acquires or becomes the beneficial owner of (i) more than [...***...] of the outstanding voting securities of AMYLIN or the surviving entity, whether by merger, consolidation, reorganization, tender offer, or similar means, (ii) all or substantially all of the assets of AMYLIN, or (iii) all or substantially all of the assets of AMYLIN which are directed to its business relating to Pramlintide. Provided, however, that if the third party has total revenue that is less than [...***...] in the most recently completed fiscal year for which audited financial statements are publicly available as reported in such financial statements, or if not publicly available, as appropriately provided by such third party, the percentage of outstanding voting securities referred to in this Section 3.4(d)(i) shall be [...***...] rather than [...***...]. If none of the events (a) - (d) occurs, AMYLIN will have no obligation to purchase Pramlintide Inventory from ORTHO-BIOTECH, however, Section 3.6 will apply in the case of bankruptcy of AMYLIN. 3.5 Deferral of Repurchase. Notwithstanding the provisions of Section 3.4 (a), prior to executing any agreement with a Major Company, Amylin may request Ortho-Biotech to defer in whole or in part the requirement for AMYLIN to repurchase the Pramlintide Inventory at the time of the execution of the agreement with the Major Company. Amylin together with its request, agrees to provide OrthoBiotech with justification in writing for deferring in whole or in part such repurchase. Upon receiving such a request, Ortho-Biotech shall promptly consider such request. Promptly after considering such request, OrthoBiotech shall inform Amylin of its decision of whether or not to accept or reject Amylin's request. A decision to

Japan, in which case AMYLIN agrees to purchase all Pramlintide Inventory within ninety (90) days of such Regulatory Approval. (d) Completion of a transaction or series of transactions in which a third party acquires or becomes the beneficial owner of (i) more than [...***...] of the outstanding voting securities of AMYLIN or the surviving entity, whether by merger, consolidation, reorganization, tender offer, or similar means, (ii) all or substantially all of the assets of AMYLIN, or (iii) all or substantially all of the assets of AMYLIN which are directed to its business relating to Pramlintide. Provided, however, that if the third party has total revenue that is less than [...***...] in the most recently completed fiscal year for which audited financial statements are publicly available as reported in such financial statements, or if not publicly available, as appropriately provided by such third party, the percentage of outstanding voting securities referred to in this Section 3.4(d)(i) shall be [...***...] rather than [...***...]. If none of the events (a) - (d) occurs, AMYLIN will have no obligation to purchase Pramlintide Inventory from ORTHO-BIOTECH, however, Section 3.6 will apply in the case of bankruptcy of AMYLIN. 3.5 Deferral of Repurchase. Notwithstanding the provisions of Section 3.4 (a), prior to executing any agreement with a Major Company, Amylin may request Ortho-Biotech to defer in whole or in part the requirement for AMYLIN to repurchase the Pramlintide Inventory at the time of the execution of the agreement with the Major Company. Amylin together with its request, agrees to provide OrthoBiotech with justification in writing for deferring in whole or in part such repurchase. Upon receiving such a request, Ortho-Biotech shall promptly consider such request. Promptly after considering such request, OrthoBiotech shall inform Amylin of its decision of whether or not to accept or reject Amylin's request. A decision to reject Amylin's request may be for any reasonable business reason including but not limited to Ortho-Biotech's belief that Amylin and/or the Major Company is capable of repurchasing the Pramlintide Inventory at the time the agreement between Amylin and the Major Company is to be executed, provided, however, the basis for a rejection of the Amylin request cannot be solely to remove the cost of the Pramlintide Inventory from OrthoBiotech's or Johnson & Johnson's balance sheet. Ortho-Biotech shall, however, have no obligation to provide Amylin the reason for its decision to accept or reject Amylin's request to defer the repurchase. 6 * CONFIDENTIAL TREATMENT REQUESTED

3.6 Bankruptcy. In the event of the commencement of bankruptcy proceedings of AMYLIN or its successor company or upon entering into receivership for protection against its creditors by AMYLIN or its successor company, ORTHO-BIOTECH shall become a creditor for an amount equal to the price ORTHO-BIOTECH has paid for Pramlintide Inventory plus applicable Inventory Carrying Costs. 3.7 Payment and Delivery. Upon payment in full of the price for all or some of the Pramlintide inventoried by ORTHO-BIOTECH, ORTHO-BIOTECH agrees to deliver to AMYLIN the quantity of Pramlintide Inventory so paid for by AMYLIN. 3.8 Shipment. ORTHO-BIOTECH shall prepare the Pramlintide Inventory being purchased by AMYLIN for pick-up at ORTHO-BIOTECH's loading dock. Shipment terms are F.O.B. ORTHO-BIOTECH's loading dock. All charges for packing, hauling, storage, bar-coding and transportation to the point of delivery are included in the purchase price unless otherwise agreed to by the parties. ARTICLE IV DISPUTE RESOLUTION 4.1 Alternative Dispute Resolution. Any dispute, controversy or claim arising out of or relating to the validity, construction, enforceability or performance of this Agreement, including disputes relating to alleged breach or to termination of this Agreement, shall be settled by binding Alternative Dispute Resolution ("ADR") in the manner described below: (a) If a party intends to begin an ADR to resolve a dispute, such Party shall provide written notice (the "ADR Request") to the other Party informing such other Party of such intention and the issues to be resolved.

3.6 Bankruptcy. In the event of the commencement of bankruptcy proceedings of AMYLIN or its successor company or upon entering into receivership for protection against its creditors by AMYLIN or its successor company, ORTHO-BIOTECH shall become a creditor for an amount equal to the price ORTHO-BIOTECH has paid for Pramlintide Inventory plus applicable Inventory Carrying Costs. 3.7 Payment and Delivery. Upon payment in full of the price for all or some of the Pramlintide inventoried by ORTHO-BIOTECH, ORTHO-BIOTECH agrees to deliver to AMYLIN the quantity of Pramlintide Inventory so paid for by AMYLIN. 3.8 Shipment. ORTHO-BIOTECH shall prepare the Pramlintide Inventory being purchased by AMYLIN for pick-up at ORTHO-BIOTECH's loading dock. Shipment terms are F.O.B. ORTHO-BIOTECH's loading dock. All charges for packing, hauling, storage, bar-coding and transportation to the point of delivery are included in the purchase price unless otherwise agreed to by the parties. ARTICLE IV DISPUTE RESOLUTION 4.1 Alternative Dispute Resolution. Any dispute, controversy or claim arising out of or relating to the validity, construction, enforceability or performance of this Agreement, including disputes relating to alleged breach or to termination of this Agreement, shall be settled by binding Alternative Dispute Resolution ("ADR") in the manner described below: (a) If a party intends to begin an ADR to resolve a dispute, such Party shall provide written notice (the "ADR Request") to the other Party informing such other Party of such intention and the issues to be resolved. (b) Within ten (10) business days after the receipt of the ADR Request, the other Party may, by written notice to the counsel for the Party initiating ADR, add additional issues to be resolved. 4.2 Arbitration Procedure. The ADR shall be conducted pursuant to ENDISPUTE Rules A and C, attached hereto as Exhibit A, except as otherwise provided hereinafter. 7

(a) Arbitrator. The arbitration shall be conducted by one arbitrator ("the Panel"). The Panel shall be selected from a pool of retired federal judges to be presented to the Parties by ENDISPUTE. (b) Proceedings. The time periods set forth in the ENDISPUTE rules shall be followed, unless a Party can demonstrate to the Panel that the complexity of the issues or other reasons warrant the extension of one or more of the time periods. In such case, the Panel may extend such time periods, but in no event shall the time periods be extended so that the ADR proceeding extends more than one (1) year from its beginning to the Panel's decision. The Panel shall not award punitive damages to either Party and the Parties shall be deemed to have waived any right to such damages. The Panel shall, in rendering its decision, apply the substantive law of the State of Delaware, except that the interpretation of and enforcement of this Article shall be governed by the Federal Arbitration Act. The Panel shall apply the Federal Rules of Evidence to the hearing. The proceeding shall take place in New Brunswick, New Jersey if requested and begun by AMYLIN and in San Diego, California if requested and begun by ORTHO-BIOTECH. The Panel will determine the specific location within New Brunswick or San Diego. The fees of the Panels and ENDISPUTE shall be paid by the losing Party which shall be designated by the Panel. If the Panel is unable to designate a losing party, it shall so state and the fees shall be split equally between the Parties. (c) Award. The Panel is empowered to award any remedy allowed by law, including money damages, consequential damages, prejudgment interest and attorneys' fee, and to grant final, complete, interim, or interlocutory relief, including injunctive relief. Notwithstanding the foregoing, punitive damages may not be awarded. (d) Costs. Except as set forth in Section 4.2(c), above, each Party shall bear its own legal fees.

(a) Arbitrator. The arbitration shall be conducted by one arbitrator ("the Panel"). The Panel shall be selected from a pool of retired federal judges to be presented to the Parties by ENDISPUTE. (b) Proceedings. The time periods set forth in the ENDISPUTE rules shall be followed, unless a Party can demonstrate to the Panel that the complexity of the issues or other reasons warrant the extension of one or more of the time periods. In such case, the Panel may extend such time periods, but in no event shall the time periods be extended so that the ADR proceeding extends more than one (1) year from its beginning to the Panel's decision. The Panel shall not award punitive damages to either Party and the Parties shall be deemed to have waived any right to such damages. The Panel shall, in rendering its decision, apply the substantive law of the State of Delaware, except that the interpretation of and enforcement of this Article shall be governed by the Federal Arbitration Act. The Panel shall apply the Federal Rules of Evidence to the hearing. The proceeding shall take place in New Brunswick, New Jersey if requested and begun by AMYLIN and in San Diego, California if requested and begun by ORTHO-BIOTECH. The Panel will determine the specific location within New Brunswick or San Diego. The fees of the Panels and ENDISPUTE shall be paid by the losing Party which shall be designated by the Panel. If the Panel is unable to designate a losing party, it shall so state and the fees shall be split equally between the Parties. (c) Award. The Panel is empowered to award any remedy allowed by law, including money damages, consequential damages, prejudgment interest and attorneys' fee, and to grant final, complete, interim, or interlocutory relief, including injunctive relief. Notwithstanding the foregoing, punitive damages may not be awarded. (d) Costs. Except as set forth in Section 4.2(c), above, each Party shall bear its own legal fees. (e) Confidentiality. The ADR proceeding shall be confidential and the Panel shall issue appropriate protective orders to safeguard each Party's confidential information. Except as required by law, no Party shall make (or instruct the Panel to make) any public announcement with respect to the proceedings or decision of the Panel without prior written consent of each other Party. The existence of any dispute submitted to ADR, and the award, shall be kept in confidence by the Parties and the Panel, except as required in connection with the enforcement of such award or as otherwise required by applicable law. 8

4.4 Survivability. Any duty to arbitrate under this Agreement shall remain in effect and enforceable after termination of the contract for any reason. ARTICLE V MISCELLANEOUS 5.1 Assignment. (a) Either Party may assign any of its rights or obligations under this Agreement to any Affiliates, and AMYLIN may assign any of its rights or obligations under this Agreement to a company with which it executes an agreement relating to the development, commercialization and/or sale of Pramlintide; provided, however, that such assignment shall not relieve the assigning Party of its responsibilities for performance of its obligations under this Agreement, including, but not limited to, in the case of AMYLIN the obligation to purchase and pay for the Pramlintide pursuant to the terms of this Agreement. (b) This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Any assignment not in accordance with this Agreement shall be void. 5.2 Consents Not Unreasonably Withheld. Whenever provision is made in this Agreement for either Party to secure the consent or approval of the other, that consent or approval shall not unreasonably be withheld, and whenever in this Agreement provision is made for one Party to object to or disapprove a matter, such objection or disapproval shall not unreasonably be exercised. 5.3 Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do

4.4 Survivability. Any duty to arbitrate under this Agreement shall remain in effect and enforceable after termination of the contract for any reason. ARTICLE V MISCELLANEOUS 5.1 Assignment. (a) Either Party may assign any of its rights or obligations under this Agreement to any Affiliates, and AMYLIN may assign any of its rights or obligations under this Agreement to a company with which it executes an agreement relating to the development, commercialization and/or sale of Pramlintide; provided, however, that such assignment shall not relieve the assigning Party of its responsibilities for performance of its obligations under this Agreement, including, but not limited to, in the case of AMYLIN the obligation to purchase and pay for the Pramlintide pursuant to the terms of this Agreement. (b) This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Any assignment not in accordance with this Agreement shall be void. 5.2 Consents Not Unreasonably Withheld. Whenever provision is made in this Agreement for either Party to secure the consent or approval of the other, that consent or approval shall not unreasonably be withheld, and whenever in this Agreement provision is made for one Party to object to or disapprove a matter, such objection or disapproval shall not unreasonably be exercised. 5.3 Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. 5.4 Notices. All notices hereunder shall be in writing and shall be deemed given if delivered personally or by facsimile transmission (receipt verified), telexed, mailed by registered or certified mail (return receipt requested), postage prepaid, or sent by express courier service, to the Parties at the following addresses 9

(or at such other address for a party as shall be specified by like notice; provided, that notices of a change of address shall be effective only upon receipt thereof.
If to AMYLIN, addressed to:

Amylin Pharmaceuticals, Inc. 9373 Towne Centre Drive San Diego, CA 92121 Attention: Chief Executive Officer Telephone: (619) 552-2200 Facsimile: (619) 552-2211 Amylin Pharmaceuticals, Inc. 9373 Towne Centre Drive San Diego, CA 92121 Attention: General Counsel Telephone: (619) 552-2200 Facsimile: (619) 552-1936

With a copy to:

If to ORTHO-BIOTECH,
addressed to: Office of General Counsel Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933

(or at such other address for a party as shall be specified by like notice; provided, that notices of a change of address shall be effective only upon receipt thereof.
If to AMYLIN, addressed to:

Amylin Pharmaceuticals, Inc. 9373 Towne Centre Drive San Diego, CA 92121 Attention: Chief Executive Officer Telephone: (619) 552-2200 Facsimile: (619) 552-2211 Amylin Pharmaceuticals, Inc. 9373 Towne Centre Drive San Diego, CA 92121 Attention: General Counsel Telephone: (619) 552-2200 Facsimile: (619) 552-1936

With a copy to:

If to ORTHO-BIOTECH,
addressed to: Office of General Counsel Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933

Telephone: (908) 524-2485 Facsimile: (908) 524-2788 5.5 Waiver. Except as specifically provided for herein, the waiver from time to time by either of the Parties of any of their rights or their failure to exercise any remedy shall not operate or be construed as a continuing waiver of same or of any other of such Party's rights or remedies provided in this Agreement. 5.6 Severability. If any term, covenant or condition of this Agreement or the application thereof to any Party or circumstance shall, to any extent, be held to be invalid or unenforceable, then (i) the remainder of this Agreement, or the application of such term, covenant or condition to Parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law; and (ii) the Parties hereto covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof that is invalid or 10

unenforceable, it being the intent of the Parties that the basic purposes of this Agreement are to be effectuated. 5.7 Ambiguities. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision. 5.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5.9 Entire Agreement. This Agreement sets forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto and supersede and terminate all prior agreements and understanding between the Parties pertaining to the subject matter of this Agreement. There are no covenants, promises, agreements, warranties, representations conditions or understandings, either oral or written, between the Parties pertaining to such subject matter other than as set forth herein and therein. No subsequent alteration, amendment, change or addition to this Agreement, shall be binding upon the Parties hereto unless reduced to writing and signed by the respective authorized officers of the Parties.

unenforceable, it being the intent of the Parties that the basic purposes of this Agreement are to be effectuated. 5.7 Ambiguities. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision. 5.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5.9 Entire Agreement. This Agreement sets forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto and supersede and terminate all prior agreements and understanding between the Parties pertaining to the subject matter of this Agreement. There are no covenants, promises, agreements, warranties, representations conditions or understandings, either oral or written, between the Parties pertaining to such subject matter other than as set forth herein and therein. No subsequent alteration, amendment, change or addition to this Agreement, shall be binding upon the Parties hereto unless reduced to writing and signed by the respective authorized officers of the Parties. 5.10 Liability. Neither Party shall be liable to the other Party to this Agreement for any incidental or consequential damages. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate originals by their proper officers as of the date and year first above written. AMYLIN PHARMACEUTICALS, INC. ORTHO-BIOTECH, INC.
By: /s/ JOSEPH C. COOK, JR. ------------------------------Name: Joseph C. Cook, Jr. ----------------------------By: David E. Williams ------------------------------Name: /s/ DAVID E. WILLIAMS -----------------------------

Title: Chairman & CEO ---------------------------Date: 9/25/98 -----------------------------

Title: V.P. Operations ---------------------------Date: 9/17/98 -----------------------------

11

Johnson & Johnson hereby acknowledges and agrees to the provisions of this Agreement in its entirety. JOHNSON & JOHNSON By: Peter T. Tattle
Name: /s/ PETER T. TATTLE -----------------------------Title: Company Group Chairman ---------------------------Date: 9-17-98 -----------------------------

12

Johnson & Johnson hereby acknowledges and agrees to the provisions of this Agreement in its entirety. JOHNSON & JOHNSON By: Peter T. Tattle
Name: /s/ PETER T. TATTLE -----------------------------Title: Company Group Chairman ---------------------------Date: 9-17-98 -----------------------------

12

EXHIBIT 10.47 *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2 AMYLIN PHARMACEUTICALS, INC. AND CP PHARMACEUTICALS LIMITED

MANUFACTURING AGREEMENT

THIS Manufacturing Agreement ("Agreement") is made effective as of the 28th day of April, 1999 by and between Amylin Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 9373 Towne Centre Drive, San Diego, California 92121 USA (hereinafter referred to as "AMYLIN") and CP Pharmaceuticals Limited having its registered office at Ash Road North, Wrexham Industrial Estate, Wrexham, LL13 9UF, United Kingdom (hereinafter referred to as "CP"). AMYLIN and CP are sometimes referred to as "Parties" and all references to AMYLIN and CP shall include their respective Affiliates. WITNESSETH WHEREAS, CP and AMYLIN previously entered into a Manufacturing Development Agreement dated 7. August 1996, as amended by Amendment No. 1 dated 18. September 1998 (effective as of 7. August 1996) (hereinafter the "Development Agreement") under which CP agreed to perform fill-finish manufacture of pramlintide in cartridge presentation for use in clinical investigations and for validation batches for ultimate commercial sale; WHEREAS, AMYLIN wishes to engage CP to manufacture commercial supplies of Pramlintide Injection Product (defined below) in connection with the commercialization of pramlintide by AMYLIN, beginning in 2000 after the manufacture of the last lot of pramlintide for cartridge presentation manufactured pursuant to the Development Agreement; and WHEREAS, CP previously made various capital investments in facilities planned to be used for the fill/finish

EXHIBIT 10.47 *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2 AMYLIN PHARMACEUTICALS, INC. AND CP PHARMACEUTICALS LIMITED

MANUFACTURING AGREEMENT

THIS Manufacturing Agreement ("Agreement") is made effective as of the 28th day of April, 1999 by and between Amylin Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 9373 Towne Centre Drive, San Diego, California 92121 USA (hereinafter referred to as "AMYLIN") and CP Pharmaceuticals Limited having its registered office at Ash Road North, Wrexham Industrial Estate, Wrexham, LL13 9UF, United Kingdom (hereinafter referred to as "CP"). AMYLIN and CP are sometimes referred to as "Parties" and all references to AMYLIN and CP shall include their respective Affiliates. WITNESSETH WHEREAS, CP and AMYLIN previously entered into a Manufacturing Development Agreement dated 7. August 1996, as amended by Amendment No. 1 dated 18. September 1998 (effective as of 7. August 1996) (hereinafter the "Development Agreement") under which CP agreed to perform fill-finish manufacture of pramlintide in cartridge presentation for use in clinical investigations and for validation batches for ultimate commercial sale; WHEREAS, AMYLIN wishes to engage CP to manufacture commercial supplies of Pramlintide Injection Product (defined below) in connection with the commercialization of pramlintide by AMYLIN, beginning in 2000 after the manufacture of the last lot of pramlintide for cartridge presentation manufactured pursuant to the Development Agreement; and WHEREAS, CP previously made various capital investments in facilities planned to be used for the fill/finish manufacture of pramlintide, and AMYLIN wishes to reimburse CP for a portion of such previous capital investments, as set forth herein. NOW, THEREFORE, the Parties agree as follows: ARTICLE I - DEFINITIONS For the purpose of this Agreement, the terms set forth in this Article shall have the following meanings (save where inconsistent with the context) respectively. 1.1 "ACTIVE RAW MATERIAL" means the proprietary peptide pramlintide acetate, in bulk powder form, but does not include any other raw materials. 1

1.2 "AFFILIATE" means an entity that, directly or indirectly, is a holding company or subsidiary of, or a subsidiary of the holding company of, AMYLIN or CP (as the case may be) and "holding company" and

THIS Manufacturing Agreement ("Agreement") is made effective as of the 28th day of April, 1999 by and between Amylin Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 9373 Towne Centre Drive, San Diego, California 92121 USA (hereinafter referred to as "AMYLIN") and CP Pharmaceuticals Limited having its registered office at Ash Road North, Wrexham Industrial Estate, Wrexham, LL13 9UF, United Kingdom (hereinafter referred to as "CP"). AMYLIN and CP are sometimes referred to as "Parties" and all references to AMYLIN and CP shall include their respective Affiliates. WITNESSETH WHEREAS, CP and AMYLIN previously entered into a Manufacturing Development Agreement dated 7. August 1996, as amended by Amendment No. 1 dated 18. September 1998 (effective as of 7. August 1996) (hereinafter the "Development Agreement") under which CP agreed to perform fill-finish manufacture of pramlintide in cartridge presentation for use in clinical investigations and for validation batches for ultimate commercial sale; WHEREAS, AMYLIN wishes to engage CP to manufacture commercial supplies of Pramlintide Injection Product (defined below) in connection with the commercialization of pramlintide by AMYLIN, beginning in 2000 after the manufacture of the last lot of pramlintide for cartridge presentation manufactured pursuant to the Development Agreement; and WHEREAS, CP previously made various capital investments in facilities planned to be used for the fill/finish manufacture of pramlintide, and AMYLIN wishes to reimburse CP for a portion of such previous capital investments, as set forth herein. NOW, THEREFORE, the Parties agree as follows: ARTICLE I - DEFINITIONS For the purpose of this Agreement, the terms set forth in this Article shall have the following meanings (save where inconsistent with the context) respectively. 1.1 "ACTIVE RAW MATERIAL" means the proprietary peptide pramlintide acetate, in bulk powder form, but does not include any other raw materials. 1

1.2 "AFFILIATE" means an entity that, directly or indirectly, is a holding company or subsidiary of, or a subsidiary of the holding company of, AMYLIN or CP (as the case may be) and "holding company" and "subsidiary" shall bear their respective meanings in section 736 of the Companies Act 1985. 1.3 "BATCH" means the quantity of units of the Pramlintide Injection Product produced from a single homogeneous mix. 1.4 "BATCH RECORD" means CP's documented procedures for, and report on, compounding, filling, testing, labeling and packaging Active Raw Material and excipient into the Pramlintide Injection Product including, but not limited to, completed dispensing, compounding, in-process testing, inspection, packaging and labeling documentation, certificates of analysis, bills of material and all deviation reports. 1.5 "CGMP" means the part of quality assurance which ensures that medicinal products are consistently produced and controlled to the quality standards appropriate to their intended use, the principles and guidelines of which are specified in Chapter II of European Commission Directive 91/356/EEC and in the United States Code of Federal Regulations Parts 210 and 211. 1.6 "COMPONENTS" means any and all primary packaging materials (e.g., cartridges, seals and bungs) needed to produce the Pramlintide Injection Product. 1.7 "EQUIPMENT" means the equipment detailed in Appendix 1 (incorporated herein by this reference)

1.2 "AFFILIATE" means an entity that, directly or indirectly, is a holding company or subsidiary of, or a subsidiary of the holding company of, AMYLIN or CP (as the case may be) and "holding company" and "subsidiary" shall bear their respective meanings in section 736 of the Companies Act 1985. 1.3 "BATCH" means the quantity of units of the Pramlintide Injection Product produced from a single homogeneous mix. 1.4 "BATCH RECORD" means CP's documented procedures for, and report on, compounding, filling, testing, labeling and packaging Active Raw Material and excipient into the Pramlintide Injection Product including, but not limited to, completed dispensing, compounding, in-process testing, inspection, packaging and labeling documentation, certificates of analysis, bills of material and all deviation reports. 1.5 "CGMP" means the part of quality assurance which ensures that medicinal products are consistently produced and controlled to the quality standards appropriate to their intended use, the principles and guidelines of which are specified in Chapter II of European Commission Directive 91/356/EEC and in the United States Code of Federal Regulations Parts 210 and 211. 1.6 "COMPONENTS" means any and all primary packaging materials (e.g., cartridges, seals and bungs) needed to produce the Pramlintide Injection Product. 1.7 "EQUIPMENT" means the equipment detailed in Appendix 1 (incorporated herein by this reference) purchased by AMYLIN for use by CP in manufacturing Pramlintide Injection Product under the Development Agreement and this Agreement. In the event AMYLIN purchases additional equipment for use by CP, Appendix 1 may be amended, as appropriate, to include such additional equipment. 1.8 "EXCIPIENTS" means any and all raw materials other than Active Raw Material needed to produce Pramlintide Injection Product. 1.9 "FACILITY" means CP's sterile manufacturing facility at its premises at Wrexham, including the Suite. 1.10 "MANUFACTURING PROCESS" means any and all specifications, compositions, identities and quantities of materials, formulas, methods, techniques, processes, procedures and quality control necessary or relevant for manufacture of the Pramlintide Injection Product. 2

1.11 "PRAMLINTIDE INJECTION PRODUCT" means the finished dosage form of inactive excipient and Active Raw Material for injection in cartridge presentation in accordance with the Specifications defined hereinafter. 1.12 "QUALIFIED PERSON" means a person who is registered and named as a Qualified Person as defined under the provisions of European Commission Directive 75/319/EEC. 1.13 "REGULATORY APPROVAL" means any approval, product license, registration or authorization of any federal or state regulatory agency, department, bureau or other governmental entity, sufficient for the manufacture, use, storage, import, export, transport and sale of pramlintide in a regulatory jurisdiction. 1.14 "SPECIFICATIONS" means the specifications for Pramlintide Injection Product and the procedures for its manufacture set out in the Technical Agreement. 1.15 "SUITE" means the part of the Facility consisting of Rooms G87, G88, G89 and G90 of Building 04 which was constructed by CP using [...***...] in capital investments and is planned to be used for the manufacture of Pramlintide Injection Product foR AMYLIN. 1.16 "TECHNICAL AGREEMENT" means the September 16, 1998 Technical Agreement between AMYLIN and CP setting out or otherwise identifying the specification of and technical terms and conditions for the production of the Pramlintide Injection Product as set out in Appendix 2, which is incorporated herein by this

1.11 "PRAMLINTIDE INJECTION PRODUCT" means the finished dosage form of inactive excipient and Active Raw Material for injection in cartridge presentation in accordance with the Specifications defined hereinafter. 1.12 "QUALIFIED PERSON" means a person who is registered and named as a Qualified Person as defined under the provisions of European Commission Directive 75/319/EEC. 1.13 "REGULATORY APPROVAL" means any approval, product license, registration or authorization of any federal or state regulatory agency, department, bureau or other governmental entity, sufficient for the manufacture, use, storage, import, export, transport and sale of pramlintide in a regulatory jurisdiction. 1.14 "SPECIFICATIONS" means the specifications for Pramlintide Injection Product and the procedures for its manufacture set out in the Technical Agreement. 1.15 "SUITE" means the part of the Facility consisting of Rooms G87, G88, G89 and G90 of Building 04 which was constructed by CP using [...***...] in capital investments and is planned to be used for the manufacture of Pramlintide Injection Product foR AMYLIN. 1.16 "TECHNICAL AGREEMENT" means the September 16, 1998 Technical Agreement between AMYLIN and CP setting out or otherwise identifying the specification of and technical terms and conditions for the production of the Pramlintide Injection Product as set out in Appendix 2, which is incorporated herein by this reference, or such modification thereof which is agreed to in writing by the parties. 1.17 "WORK IN PROGRESS" means all materials consumed, and all materials made in the course of the manufacture of Pramlintide Injection Product, beginning when Active Raw Material is dispensed for compounding and ending with release by a Qualified Person of the Pramlintide Injection Product. Headings in this Agreement are for convenience only and shall not affect its construction. 3 * CONFIDENTIAL TREATMENT REQUESTED

ARTICLE II - SUPPLY OF PRODUCT 2.1 PURCHASE AND SUPPLY. AMYLIN agrees to purchase and CP agrees to supply Pramlintide Injection Product for commercial sale upon the terms and conditions of this Agreement. (a) Subject to the terms and conditions of this Agreement, CP agrees to manufacture and supply to AMYLIN, and AMYLIN agrees to purchase from CP, at least [...***...] of AMYLIN's aggregate requirements of Pramlintide Injection Product worldwide (but excluding its requirements of Pramlintide Injection Product in [...***...]. (b) CP shall have the right to appoint independent auditors and for those independent auditors to examine the books records and invoices of AMYLIN relating to its forecasts for, orders for and sales of Pramlintide Injection Product to ensure compliance with Paragraphs 2.1 (a), 2.4 and 2.5 not more than once every twelve months, such right to be exercisable during normal business hours and on giving to AMYLIN reasonable notice. 2.2 PRICE. The price for the Pramlintide Injection Product shall be calculated in accordance with Appendix 3, which is incorporated herein by this reference. 2.3 SUPPLY OF RAW MATERIALS. (a) AMYLIN shall supply CP, free of charge, freight and duties prepaid and with transportation insurance paid by AMYLIN with the amounts of Active Raw Material sufficient to enable CP to manufacture the quantities ordered by AMYLIN of Pramlintide Injection Product and AMYLIN shall ensure that such Active Raw Material is supplied sufficiently in advance of its use by CP that CP can comply with its obligations under this Agreement. Each shipment of Active Raw Material will be accompanied by a certificate of analysis indicating the peptide

ARTICLE II - SUPPLY OF PRODUCT 2.1 PURCHASE AND SUPPLY. AMYLIN agrees to purchase and CP agrees to supply Pramlintide Injection Product for commercial sale upon the terms and conditions of this Agreement. (a) Subject to the terms and conditions of this Agreement, CP agrees to manufacture and supply to AMYLIN, and AMYLIN agrees to purchase from CP, at least [...***...] of AMYLIN's aggregate requirements of Pramlintide Injection Product worldwide (but excluding its requirements of Pramlintide Injection Product in [...***...]. (b) CP shall have the right to appoint independent auditors and for those independent auditors to examine the books records and invoices of AMYLIN relating to its forecasts for, orders for and sales of Pramlintide Injection Product to ensure compliance with Paragraphs 2.1 (a), 2.4 and 2.5 not more than once every twelve months, such right to be exercisable during normal business hours and on giving to AMYLIN reasonable notice. 2.2 PRICE. The price for the Pramlintide Injection Product shall be calculated in accordance with Appendix 3, which is incorporated herein by this reference. 2.3 SUPPLY OF RAW MATERIALS. (a) AMYLIN shall supply CP, free of charge, freight and duties prepaid and with transportation insurance paid by AMYLIN with the amounts of Active Raw Material sufficient to enable CP to manufacture the quantities ordered by AMYLIN of Pramlintide Injection Product and AMYLIN shall ensure that such Active Raw Material is supplied sufficiently in advance of its use by CP that CP can comply with its obligations under this Agreement. Each shipment of Active Raw Material will be accompanied by a certificate of analysis indicating the peptide content or pramlintide content of such Active Raw Material and shall be properly packaged. CP will verify the quantity and identity of Active Raw Material according to methods approved by AMYLIN and shall inspect Active Raw Material in accordance with CP inspection procedures for incoming materials. CP shall inform AMYLIN within fifteen (15) working days of receipt of any discrepancies in quantity or identity testing of Active Raw Material discovered by CP or of any damage to the Active Raw Material received (e.g., damaged or cracked containers). Any rejected Active Raw Material will be returned at AMYLIN's expense and direction. AMYLIN shall notify CP annually of the approximate replacement cost of the Active Raw Material. 4 * CONFIDENTIAL TREATMENT REQUESTED

(b) CP will order all Components and Excipients sufficiently in advance of their use by CP from vendors mutually agreed on by AMYLIN and CP. CP will not change the vendors of, or the acceptance criteria for, such Components and Excipients without the prior written approval of AMYLIN. CP will inspect the Components and Excipients in accordance with CP's inspection procedures for incoming materials. (c) CP shall report monthly to AMYLIN on the levels of stock of Active Raw Material held by CP. 2.4 LONG RANGE FORECAST. By 1. December 1999, AMYLIN agrees to provide CP with an estimated forecast of its requirements from CP of the Pramlintide Injection Product for the years 2000-2004. This five-year estimate (the "Long Range Forecast") will be updated annually by 30. May of each succeeding year. This estimated Long Range Forecast is not a firm order, is not binding and is to be used by CP for planning and scheduling purposes only. 2.5 CURRENT FORECASTS. (a) Within 30 days of the first filing for Regulatory Approval, AMYLIN shall provide CP with an initial written forecast of the quantities of and delivery dates for Pramlintide Injection Product estimated to be ordered by AMYLIN for delivery in each of the following four calendar quarters ("Initial Current Forecast"). It is understood by the Parties that due to the unique aspects of initial launch of a product, the Initial Current Forecast is an estimate only and is binding only to the extent that AMYLIN has issued one or more purchase orders ("Firm Purchase Orders") for quantities identified in the Initial Current Forecast.

(b) CP will order all Components and Excipients sufficiently in advance of their use by CP from vendors mutually agreed on by AMYLIN and CP. CP will not change the vendors of, or the acceptance criteria for, such Components and Excipients without the prior written approval of AMYLIN. CP will inspect the Components and Excipients in accordance with CP's inspection procedures for incoming materials. (c) CP shall report monthly to AMYLIN on the levels of stock of Active Raw Material held by CP. 2.4 LONG RANGE FORECAST. By 1. December 1999, AMYLIN agrees to provide CP with an estimated forecast of its requirements from CP of the Pramlintide Injection Product for the years 2000-2004. This five-year estimate (the "Long Range Forecast") will be updated annually by 30. May of each succeeding year. This estimated Long Range Forecast is not a firm order, is not binding and is to be used by CP for planning and scheduling purposes only. 2.5 CURRENT FORECASTS. (a) Within 30 days of the first filing for Regulatory Approval, AMYLIN shall provide CP with an initial written forecast of the quantities of and delivery dates for Pramlintide Injection Product estimated to be ordered by AMYLIN for delivery in each of the following four calendar quarters ("Initial Current Forecast"). It is understood by the Parties that due to the unique aspects of initial launch of a product, the Initial Current Forecast is an estimate only and is binding only to the extent that AMYLIN has issued one or more purchase orders ("Firm Purchase Orders") for quantities identified in the Initial Current Forecast. (b) Within 30 days of the receipt of first Regulatory Approval and on the first of each month thereafter, AMYLIN shall provide CP with a written rolling 12-month forecast ("Current Forecast") of the quantities of and delivery dates for the Pramlintide Injection Product estimated to be ordered for delivery during such 12-month period (Months 1-12). The quantities stated in the Current Forecast for Months 1-3 are firm in the sense that AMYLIN is required to issue one or more purchase orders ("Firm Purchase Orders") for such quantities and CP is obligated to manufacture such quantities for AMYLIN. Unless otherwise agreed in writing by the Parties, the total quantity estimated by AMYLIN for delivery during Months 4-6 of the Current Forecast would be within plus or minus [...***...] of the total quantity estimated by AMYLIN for delivery during Months 1-3. Unless otherwise agreed in writing by the Parties, the total quantity estimated for delivery 5 * CONFIDENTIAL TREATMENT REQUESTED

during Months 7-9 of the Current Forecast would be within plus or minus [...***...] of the total quantity estimated for delivery during Months 1-3. For example, if the first Current Forecast is as follows: Month 1: 10.000 units, Month 2: 10,000 units, Month 3: 10,000 units, then the total quantity estimated for delivery during Months 4-6 of the Current Forecast would be within plus or minus [...***...] of 30,000 units (i.e., between [...***...] units and [...***...] units, and the total quantity estimated for delivery during Months 7-9 of the Current Forecast would be within plus or minus [...***...] of 30,000 units (i.e., between [...***...] units and [...***...] units). If the second Current Forecast is as follows: Month 1: 10,000 units. Month 2: 10,000 units, Month 3: 15,000 units, then the total quantity estimated for delivery during Months 4-6 would be within plus or minus [...***...] of 35,000 units (i.e., between [...***...] units and [...***...] units), and the total quantity estimated for delivery during Months 79 would be within plus or minus [...***...] of 35,000 units (i.e., between [...***...] units and [...***...] units). Notwithstanding the foregoing, CP will endeavor to supply Pramlintide Injection Product in excess of that forecast in accordance with this Paragraph 2.5 if AMYLIN so requests, but CP is under no obligation to do so, AMYLIN being aware of CP's production capacity for Pramlintide Injection Product and CP's available labour and other resources. (c) CP and AMYLIN may modify the Initial Current Forecast algorithm or the Current Forecast algorithm by mutual written agreement in the event that uncertainties in predicting product launch quantities or other special circumstances require different algorithms. 2.6 ORDERS. At least six (6) months before the first specified delivery date, AMYLIN shall place its first Firm

during Months 7-9 of the Current Forecast would be within plus or minus [...***...] of the total quantity estimated for delivery during Months 1-3. For example, if the first Current Forecast is as follows: Month 1: 10.000 units, Month 2: 10,000 units, Month 3: 10,000 units, then the total quantity estimated for delivery during Months 4-6 of the Current Forecast would be within plus or minus [...***...] of 30,000 units (i.e., between [...***...] units and [...***...] units, and the total quantity estimated for delivery during Months 7-9 of the Current Forecast would be within plus or minus [...***...] of 30,000 units (i.e., between [...***...] units and [...***...] units). If the second Current Forecast is as follows: Month 1: 10,000 units. Month 2: 10,000 units, Month 3: 15,000 units, then the total quantity estimated for delivery during Months 4-6 would be within plus or minus [...***...] of 35,000 units (i.e., between [...***...] units and [...***...] units), and the total quantity estimated for delivery during Months 79 would be within plus or minus [...***...] of 35,000 units (i.e., between [...***...] units and [...***...] units). Notwithstanding the foregoing, CP will endeavor to supply Pramlintide Injection Product in excess of that forecast in accordance with this Paragraph 2.5 if AMYLIN so requests, but CP is under no obligation to do so, AMYLIN being aware of CP's production capacity for Pramlintide Injection Product and CP's available labour and other resources. (c) CP and AMYLIN may modify the Initial Current Forecast algorithm or the Current Forecast algorithm by mutual written agreement in the event that uncertainties in predicting product launch quantities or other special circumstances require different algorithms. 2.6 ORDERS. At least six (6) months before the first specified delivery date, AMYLIN shall place its first Firm Purchase Order for delivery of Pramlintide Injection Product during the first 3 months of the initial Current Forecast. After the first Firm Purchase Order, AMYLIN shall place each Firm Purchase Order for delivery at least three (3) months before the first specified delivery date for such Firm Purchase Order. CP will endeavor to supply Pramlintide Injection Product in excess of that ordered in accordance with this Paragraph 2.6 if AMYLIN so requests, but CP is under no obligation to do so, AMYLIN being aware of CP's production capacity for Pramlintide Injection Product and CP's available labour and other resources. 2.7 FORM OF ORDER. AMYLIN's orders shall be made pursuant to written Firm Purchase Orders which shall provide for delivery dates in accordance with Paragraphs 2.5 and 2.6. Each Firm Purchase Order shall be for one or more Batches (but not part of a Batch). No terms contained in any purchase order, order acknowledgment or similar standardized form shall be construed to amend or 6 * CONFIDENTIAL TREATMENT REQUESTED

modify the terms of this Agreement and, in the event of any conflict, this Agreement shall prevail unless otherwise expressly agreed in writing by AMYLIN and CP. 2.8 DELIVERY AND TITLE (a) CP agrees to deliver Pramlintide Injection Product ordered in accordance with Paragraphs 2.2, 2.6 and 2.7 on the dates specified in AMYLIN's purchase orders. Delivery of Pramlintide Injection Product to AMYLIN shall be deemed to have taken place upon issuance by CP to AMYLIN of a certificate of analysis for such Batch of Pramlintide Injection Product. (b) Title to the Pramlintide Injection Product, and all Active Raw Material contained therein, shall at all times remain with AMYLIN. (c) Notwithstanding that title to all Pramlintide Injection Product and Active Raw Material remains with AMYLIN, and regardless of whether delivery of Pramlintide Injection Product to AMYLIN, as defined in Paragraph 2.8 (a), has occurred, CP shall bear all risk to, or loss of, and shall insure all Pramlintide Injection Product, until transfer by CP to a carrier for shipment as directed by AMYLIN. 2.9 INVOICES AND PAYMENT. (a) CP shall be entitled to invoice AMYLIN for payment for a Batch of Pramlintide Injection Product upon

modify the terms of this Agreement and, in the event of any conflict, this Agreement shall prevail unless otherwise expressly agreed in writing by AMYLIN and CP. 2.8 DELIVERY AND TITLE (a) CP agrees to deliver Pramlintide Injection Product ordered in accordance with Paragraphs 2.2, 2.6 and 2.7 on the dates specified in AMYLIN's purchase orders. Delivery of Pramlintide Injection Product to AMYLIN shall be deemed to have taken place upon issuance by CP to AMYLIN of a certificate of analysis for such Batch of Pramlintide Injection Product. (b) Title to the Pramlintide Injection Product, and all Active Raw Material contained therein, shall at all times remain with AMYLIN. (c) Notwithstanding that title to all Pramlintide Injection Product and Active Raw Material remains with AMYLIN, and regardless of whether delivery of Pramlintide Injection Product to AMYLIN, as defined in Paragraph 2.8 (a), has occurred, CP shall bear all risk to, or loss of, and shall insure all Pramlintide Injection Product, until transfer by CP to a carrier for shipment as directed by AMYLIN. 2.9 INVOICES AND PAYMENT. (a) CP shall be entitled to invoice AMYLIN for payment for a Batch of Pramlintide Injection Product upon delivery to AMYLIN in accordance with Paragraph 2.8(a). (b) AMYLIN shall make payment on invoices (including value added tax, if any, due thereon) by telegraphic transfer in pounds sterling to the account number [...***...] (or such other account as CP shall notify to AMYLIN) not later than fifteen (15) days after AMYLIN's acceptance of the Batch covered by such receipt. All payments shall be made without deduction set off or counterclaim unless AMYLIN and CP otherwise expressly agree. (c) No terms contained in any invoice shall be construed to amend or modify the terms of this Agreement and, in the event of any conflict, this Agreement shall prevail unless otherwise expressly agreed in writing by AMYLIN and CP. 7 * CONFIDENTIAL TREATMENT REQUESTED

2.10 FAILURE TO PAY ON THE DUE DATE. If any sum payable under this Agreement is not paid on the due date for payment the party in default shall pay interest on such sum at [...***...] per annum above the base rate from time to time of Lloyds Bank Plc from the due date until payment (whether before or after judgment) such interest to accrue on a daily basis provided that this right shall not prejudice any other right or remedy in respect of any such sum. 2.11 ACCEPTANCE OR REJECTION OF PRAMLINTIDE INJECTION PRODUCT. (a) CP shall provide AMYLIN with a copy of all relevant documentation, including the certificate of analysis, required to be provided to AMYLIN under the Technical Agreement. AMYLIN shall have thirty (30) days from receipt of such documentation to accept or reject such Batch of the Pramlintide Injection Product. AMYLIN may reject a Batch of the Pramlintide Injection Product only if such Batch does not meet Specifications or if the Batch Record documentation deviates from the Batch manufacturing instructions (and such deviation has not been agreed to in writing by AMYLIN). Failure of AMYLIN to reject a Batch of the Pramlintide Injection Product in the manner set forth above within thirty (30) days of receipt of such documentation shall constitute acceptance thereof. (b) Should AMYLIN reject any Batch of the Pramlintide Injection Product pursuant to Paragraph 2.11(a) and CP agree that such rejection is justified, CP shall not charge AMYLIN for such Batch and shall not make any charge for profit for the subsequent Batch of Pramlintide Injection Product delivered to AMYLIN and CP shall

2.10 FAILURE TO PAY ON THE DUE DATE. If any sum payable under this Agreement is not paid on the due date for payment the party in default shall pay interest on such sum at [...***...] per annum above the base rate from time to time of Lloyds Bank Plc from the due date until payment (whether before or after judgment) such interest to accrue on a daily basis provided that this right shall not prejudice any other right or remedy in respect of any such sum. 2.11 ACCEPTANCE OR REJECTION OF PRAMLINTIDE INJECTION PRODUCT. (a) CP shall provide AMYLIN with a copy of all relevant documentation, including the certificate of analysis, required to be provided to AMYLIN under the Technical Agreement. AMYLIN shall have thirty (30) days from receipt of such documentation to accept or reject such Batch of the Pramlintide Injection Product. AMYLIN may reject a Batch of the Pramlintide Injection Product only if such Batch does not meet Specifications or if the Batch Record documentation deviates from the Batch manufacturing instructions (and such deviation has not been agreed to in writing by AMYLIN). Failure of AMYLIN to reject a Batch of the Pramlintide Injection Product in the manner set forth above within thirty (30) days of receipt of such documentation shall constitute acceptance thereof. (b) Should AMYLIN reject any Batch of the Pramlintide Injection Product pursuant to Paragraph 2.11(a) and CP agree that such rejection is justified, CP shall not charge AMYLIN for such Batch and shall not make any charge for profit for the subsequent Batch of Pramlintide Injection Product delivered to AMYLIN and CP shall have no further liability to AMYLIN in respect of such Batch. (C) Should AMYLIN reject any Batch pursuant to Paragraph 2.11(a) and CP, after good faith negotiation, fail to agree that such rejection is justified, the Parties shall mutually agree on an independent third party to evaluate all documentation of testing relating to such Batch of the Pramlintide Injection Product and other relevant information developed by both Parties relating thereto to ascertain whether the rejection is justified. If the third party determines that AMYLIN's rejection is justified, CP shall pay for the costs of the independent third party's review and CP shall not charge AMYLIN for the costs of such Batch and shall not make any charge for profits for the subsequent Batch of Pramlintide 8 * CONFIDENTIAL TREATMENT REQUESTED

Injection Product delivered to AMYLIN and CP shall have no further liability to AMYLIN in respect of such Batch. If the third party determines that AMYLIN's rejection is not justified, AMYLIN shall pay for the costs of the independent third party's review, AMYLIN shall pay CP for such Batch, and CP shall have no further liability to AMYLIN. 2.12 HIDDEN DEFECT. If within twelve (12) months of the date of delivery of a Batch of Pramlintide Injection Product it is found that such Batch of Pramlintide Injection Product has not been manufactured to Specification and this could not reasonably be expected to have been found by diligent and adequate inspection by AMYLIN pursuant to its obligations under this Article II, (a "Hidden Defect"), CP and AMYLIN shall enter into discussions in good faith as to the handling and disposal of the defective shipment, having due regard to where responsibility for such defect lies. CP's liability in this case shall be limited as set out in Paragraph 6.2(b). 2.13 RIGHT TO FINANCIAL AUDIT BY AMYLIN. AMYLIN shall have the right to appoint independent auditors and for those independent auditors to examine the books, records and invoices of CP relating to its overheads and cost of capital to ensure compliance with the pricing schedule for Pramlintide Injection Product as defined in Appendix 3 not more than once every twelve months, such right to be exercisable during normal business hours and on giving to CP reasonable notice. 2.14 STORAGE OF PRAMLINTIDE INJECTION PRODUCT BY CP. Upon AMYLIN's request, and subject to the availability of suitable storage facilities at CP's Facility, CP agrees to store released, accepted Pramlintide Injection Product at its facilities under the conditions specified in the Technical Agreement. Title to any such stored Pramlintide Injection Product will remain with AMYLIN. CP will bear the risk of loss of any such stored Pramlintide Injection Product, however, CP reserves the right to be reimbursed by AMYLIN for any

Injection Product delivered to AMYLIN and CP shall have no further liability to AMYLIN in respect of such Batch. If the third party determines that AMYLIN's rejection is not justified, AMYLIN shall pay for the costs of the independent third party's review, AMYLIN shall pay CP for such Batch, and CP shall have no further liability to AMYLIN. 2.12 HIDDEN DEFECT. If within twelve (12) months of the date of delivery of a Batch of Pramlintide Injection Product it is found that such Batch of Pramlintide Injection Product has not been manufactured to Specification and this could not reasonably be expected to have been found by diligent and adequate inspection by AMYLIN pursuant to its obligations under this Article II, (a "Hidden Defect"), CP and AMYLIN shall enter into discussions in good faith as to the handling and disposal of the defective shipment, having due regard to where responsibility for such defect lies. CP's liability in this case shall be limited as set out in Paragraph 6.2(b). 2.13 RIGHT TO FINANCIAL AUDIT BY AMYLIN. AMYLIN shall have the right to appoint independent auditors and for those independent auditors to examine the books, records and invoices of CP relating to its overheads and cost of capital to ensure compliance with the pricing schedule for Pramlintide Injection Product as defined in Appendix 3 not more than once every twelve months, such right to be exercisable during normal business hours and on giving to CP reasonable notice. 2.14 STORAGE OF PRAMLINTIDE INJECTION PRODUCT BY CP. Upon AMYLIN's request, and subject to the availability of suitable storage facilities at CP's Facility, CP agrees to store released, accepted Pramlintide Injection Product at its facilities under the conditions specified in the Technical Agreement. Title to any such stored Pramlintide Injection Product will remain with AMYLIN. CP will bear the risk of loss of any such stored Pramlintide Injection Product, however, CP reserves the right to be reimbursed by AMYLIN for any additional insurance required to insure stored Pramlintide Injection Product. AMYLIN agrees to reimburse CP for its out-of-pocket costs for such storage. 2.15 PACKAGING OF PRAMLINTIDE INJECTION PRODUCT BY CP. At AMYLIN's option and upon AMYLIN's request, CP agrees to label and/or package Pramlintide Injection Product manufactured under this Agreement, subject to agreement by CP and AMYLIN on terms and conditions for such labeling and packaging as set forth in a separate written agreement. 9

ARTICLE III - MANUFACTURE 3.1 MANUFACTURE TO SPECIFICATIONS. CP will manufacture and package the Pramlintide Injection Product in Batches which conform to the Specifications and the Technical Agreement. 3.2 CGMP MANUFACTURE. CP will carry out all manufacturing, labeling, packaging, storage and quality control operations in accordance with CGMP. CP will maintain an appropriate manufacturing authorization and thus maintain adequate premises, equipment, knowledge, and experienced and competent personnel to perform the work in compliance with CGMP. CP will refrain from any activity which to its knowledge adversely affects the quality of the Pramlintide Injection Product. 3.3 QUALITY AUDIT. AMYLIN may, at periodic intervals, audit the CP operation to ensure that the principles of CGMP are followed. CP, on being given reasonable notice, will permit AMYLIN nominees, for the purpose of quality audit, all reasonable access to its manufacturing, warehousing, packaging and laboratory areas, during normal business hours. Reasonable access to documentation and reference materials relating to the Pramlintide Injection Product shall also be granted to AMYLIN during audit (but this shall not be used for the purposes of verifying financial information available to AMYLIN's independent auditors under Paragraph 2.13). CP will rectify any deficiencies noted during the course of audit by AMYLIN but if AMYLIN requires CP to implement changes over and above CGMP, this shall fall within Paragraph 3.10. 3.4 NO CHANGES IN SPECIFICATIONS. No changes may be made to the Specifications for Pramlintide Injection Product unless they are agreed in writing by CP and AMYLIN before implementation of such changes. AMYLIN agrees to inform CP promptly of all new methods of testing or analysis relating to the Pramlintide

ARTICLE III - MANUFACTURE 3.1 MANUFACTURE TO SPECIFICATIONS. CP will manufacture and package the Pramlintide Injection Product in Batches which conform to the Specifications and the Technical Agreement. 3.2 CGMP MANUFACTURE. CP will carry out all manufacturing, labeling, packaging, storage and quality control operations in accordance with CGMP. CP will maintain an appropriate manufacturing authorization and thus maintain adequate premises, equipment, knowledge, and experienced and competent personnel to perform the work in compliance with CGMP. CP will refrain from any activity which to its knowledge adversely affects the quality of the Pramlintide Injection Product. 3.3 QUALITY AUDIT. AMYLIN may, at periodic intervals, audit the CP operation to ensure that the principles of CGMP are followed. CP, on being given reasonable notice, will permit AMYLIN nominees, for the purpose of quality audit, all reasonable access to its manufacturing, warehousing, packaging and laboratory areas, during normal business hours. Reasonable access to documentation and reference materials relating to the Pramlintide Injection Product shall also be granted to AMYLIN during audit (but this shall not be used for the purposes of verifying financial information available to AMYLIN's independent auditors under Paragraph 2.13). CP will rectify any deficiencies noted during the course of audit by AMYLIN but if AMYLIN requires CP to implement changes over and above CGMP, this shall fall within Paragraph 3.10. 3.4 NO CHANGES IN SPECIFICATIONS. No changes may be made to the Specifications for Pramlintide Injection Product unless they are agreed in writing by CP and AMYLIN before implementation of such changes. AMYLIN agrees to inform CP promptly of all new methods of testing or analysis relating to the Pramlintide Injection Product to the extent that it is aware of such and is permitted to disclose such. 3.5 NO THIRD PARTY MANUFACTURE. CP shall not pass details of any manufacturing, assembly or quality control operations which are exclusive to the Pramlintide Injection Product to a third party without the written permission of AMYLIN. CP will not sub contract any work without prior evaluation by, and written permission from AMYLIN. 3.6 MANUFACTURING PROBLEMS. AMYLIN shall ensure that CP is promptly made aware of any problems associated with the Pramlintide Injection Product, or 10

its manufacturing, packaging or testing procedures which might pose a hazard to CP premises, equipment, personnel, other materials or other products. CP shall ensure that AMYLIN is promptly made aware of any problems encountered by CP in manufacturing or testing the Pramlintide Injection Product. 3.7 MANUFACTURING AUTHORIZATION. CP will maintain its manufacturing authorization to cover the manufacture of Pramlintide Injection Product. 3.8 REGULATORY INSPECTIONS. CP agrees to inform AMYLIN in writing in advance of any proposed inspection by regulatory agencies of the Facility, including the Suite after the Suite has been commissioned and brought into use for manufacture of products, and CP agrees to inform AMYLIN of the outcome of inspections by regulatory agencies of the Facility insofar as such outcome relates to the manufacture of Pramlintide Injection Product. At AMYLIN's request CP will co-operate in the investigation of any query or complaint by such regulatory agencies concerning the Pramlintide Injection Product. 3.9 QUALIFICATION/VALIDATION OF PROCESS CHANGES. CP will ensure that appropriate qualification/validation data are generated in accordance with the Technical Agreement. 3.10 COSTS OF PROCESS CHANGES. The cost for any changes to the process resulting from a request from CP shall be to the account of CP. The cost for any changes to the process resulting from a request from AMYLIN shall be to the account of AMYLIN. 3.11 COMPLIANCE WITH LAWS. CP shall observe and comply with all applicable laws and regulations in

its manufacturing, packaging or testing procedures which might pose a hazard to CP premises, equipment, personnel, other materials or other products. CP shall ensure that AMYLIN is promptly made aware of any problems encountered by CP in manufacturing or testing the Pramlintide Injection Product. 3.7 MANUFACTURING AUTHORIZATION. CP will maintain its manufacturing authorization to cover the manufacture of Pramlintide Injection Product. 3.8 REGULATORY INSPECTIONS. CP agrees to inform AMYLIN in writing in advance of any proposed inspection by regulatory agencies of the Facility, including the Suite after the Suite has been commissioned and brought into use for manufacture of products, and CP agrees to inform AMYLIN of the outcome of inspections by regulatory agencies of the Facility insofar as such outcome relates to the manufacture of Pramlintide Injection Product. At AMYLIN's request CP will co-operate in the investigation of any query or complaint by such regulatory agencies concerning the Pramlintide Injection Product. 3.9 QUALIFICATION/VALIDATION OF PROCESS CHANGES. CP will ensure that appropriate qualification/validation data are generated in accordance with the Technical Agreement. 3.10 COSTS OF PROCESS CHANGES. The cost for any changes to the process resulting from a request from CP shall be to the account of CP. The cost for any changes to the process resulting from a request from AMYLIN shall be to the account of AMYLIN. 3.11 COMPLIANCE WITH LAWS. CP shall observe and comply with all applicable laws and regulations in the United Kingdom in respect of the manufacture of the Pramlintide Injection Product in the United Kingdom or, if CP manufactures Pramlintide Injection Product in a country other than the United Kingdom, then with all applicable laws and regulations in such country in respect of the manufacture of Pramlintide Injection Product. CP shall maintain all regulatory files, government permits and licenses required in the United Kingdom (or if it manufactures in another country, as aforesaid, required in that other country of manufacture) including, but not limited to, health, safety and environmental permits for the conduct of the activities and procedures that CP undertakes pursuant to this Agreement at no cost to AMYLIN. In no event shall CP be forced to maintain its Facility or manufacture the Pramlintide Injection Product in a manner which violates the said applicable laws and regulations. 11

3.12 WASTE. AMYLIN and CP will establish waste and yield targets for the Active Raw Material and waste targets for the Components and Excipients consistent with the controls of waste and yield for CP's manufacture of its own products. CP shall then work towards meeting those targets and shall, at all times during the commercial supply of Pramlintide Injection Product, work to improve Batch yields. 3.13 TECHNICAL SUPPORT. AMYLIN shall extend reasonable technical assistance to CP relating to the manufacture of Pramlintide Injection Product and AMYLIN shall bear all expenses for extending such technical assistance to CP. ARTICLE IV - FACILITIES 4.1 EQUIPMENT The Equipment has been purchased by Amylin and will remain the property of AMYLIN. 4.2 MAINTENANCE OF EQUIPMENT. CP will maintain the Equipment at its cost and expense to a maintenance schedule agreed between AMYLIN and CP. AMYLIN shall be responsible for the cost of any repairs and parts associated therewith that are other than the responsibility of CP under the agreed maintenance schedule, except in the case wherein the repair results from CP's failure to conduct maintenance in accordance with the said schedule or is a result of CP's negligence in running or maintaining the Equipment. CP will be responsible for coordinating all manufacturer warranty repairs required (and available under such manufacturer's warranty) of such Equipment. If CP uses the Equipment (or any part of it) to manufacture product for a third party's or for CP's own products, CP shall ensure that product contact parts on the Equipment are dedicated to Pramlintide Injection Product and not used in the manufacture of the third party or CP's own product.

3.12 WASTE. AMYLIN and CP will establish waste and yield targets for the Active Raw Material and waste targets for the Components and Excipients consistent with the controls of waste and yield for CP's manufacture of its own products. CP shall then work towards meeting those targets and shall, at all times during the commercial supply of Pramlintide Injection Product, work to improve Batch yields. 3.13 TECHNICAL SUPPORT. AMYLIN shall extend reasonable technical assistance to CP relating to the manufacture of Pramlintide Injection Product and AMYLIN shall bear all expenses for extending such technical assistance to CP. ARTICLE IV - FACILITIES 4.1 EQUIPMENT The Equipment has been purchased by Amylin and will remain the property of AMYLIN. 4.2 MAINTENANCE OF EQUIPMENT. CP will maintain the Equipment at its cost and expense to a maintenance schedule agreed between AMYLIN and CP. AMYLIN shall be responsible for the cost of any repairs and parts associated therewith that are other than the responsibility of CP under the agreed maintenance schedule, except in the case wherein the repair results from CP's failure to conduct maintenance in accordance with the said schedule or is a result of CP's negligence in running or maintaining the Equipment. CP will be responsible for coordinating all manufacturer warranty repairs required (and available under such manufacturer's warranty) of such Equipment. If CP uses the Equipment (or any part of it) to manufacture product for a third party's or for CP's own products, CP shall ensure that product contact parts on the Equipment are dedicated to Pramlintide Injection Product and not used in the manufacture of the third party or CP's own product. 4.3 CAPITAL INVESTMENTS. (a) AMYLIN agrees to reimburse CP for certain capital investments made by CP in the Suite in the total amount of [...***...], as follows: (i) On or before 30. June 1999, AMYLIN will pay CP [...***...]; (ii) On or before 30. June 2000, AMYLIN will pay CP [...***...]; (iii) On or before 30. June 2001, AMYLIN will pay CP [...***...]; and (iv) Beginning 1. January 2001, AMYLIN will pay CP [...***...]. 12 * CONFIDENTIAL TREATMENT REQUESTED

(b) If CP uses the Suite for manufacture of products for itself or for a third party, then CP will provide a credit to Amylin of [...***...] per unit of such products. Such credit will be applied to the [...***...] amount described in Paragraph 4.3(a), payable by Amylin to CP at a rate of [...***...] per cartridge unit manufactured by CP for Amylin if the [...***...] amount has not yet been fully paid by Amylin. 4.4 INSURANCE. (a) CP will carry adequate insurance to cover material loss or damage to the Equipment, the cost of which insurance may be recharged to AMYLIN. If the Equipment is used to manufacture for a third party or CP's own products, such cost of insurance will be pro rated on a time basis. Upon request by CP, AMYLIN shall notify CP of the value of the Equipment. (b) In the event there is loss or damage to the Equipment, CP shall be at liberty to claim under its insurance policy in respect of the Equipment to the full reinstatement value of the Equipment and AMYLIN shall give CP all reasonable assistance in such claim. CP shall not be liable to AMYLIN for any delay in producing Pramlintide Injection Product or for any delay in repairing, replacing or reinstating the Equipment or any part thereof in these circumstances but CP shall be responsible for ordering any replacement Equipment or parts in these circumstances using the said insurance proceeds but to the extent these proceeds are insufficient or to the extent that the loss or damage is not covered by the insurance policy the replacement equipment or parts shall be at the cost of AMYLIN. However, in the event that loss or damage to the Equipment occurs whilst the Equipment is being used to manufacture third party or CP's own product or that loss or damage to the Equipment occurs as a result of the willful misconduct or negligence of CP, CP shall look to the third party or CP's own funds, as the case may be, and not to AMYLIN in the event the insurance proceeds are insufficient or the insurance policy

(b) If CP uses the Suite for manufacture of products for itself or for a third party, then CP will provide a credit to Amylin of [...***...] per unit of such products. Such credit will be applied to the [...***...] amount described in Paragraph 4.3(a), payable by Amylin to CP at a rate of [...***...] per cartridge unit manufactured by CP for Amylin if the [...***...] amount has not yet been fully paid by Amylin. 4.4 INSURANCE. (a) CP will carry adequate insurance to cover material loss or damage to the Equipment, the cost of which insurance may be recharged to AMYLIN. If the Equipment is used to manufacture for a third party or CP's own products, such cost of insurance will be pro rated on a time basis. Upon request by CP, AMYLIN shall notify CP of the value of the Equipment. (b) In the event there is loss or damage to the Equipment, CP shall be at liberty to claim under its insurance policy in respect of the Equipment to the full reinstatement value of the Equipment and AMYLIN shall give CP all reasonable assistance in such claim. CP shall not be liable to AMYLIN for any delay in producing Pramlintide Injection Product or for any delay in repairing, replacing or reinstating the Equipment or any part thereof in these circumstances but CP shall be responsible for ordering any replacement Equipment or parts in these circumstances using the said insurance proceeds but to the extent these proceeds are insufficient or to the extent that the loss or damage is not covered by the insurance policy the replacement equipment or parts shall be at the cost of AMYLIN. However, in the event that loss or damage to the Equipment occurs whilst the Equipment is being used to manufacture third party or CP's own product or that loss or damage to the Equipment occurs as a result of the willful misconduct or negligence of CP, CP shall look to the third party or CP's own funds, as the case may be, and not to AMYLIN in the event the insurance proceeds are insufficient or the insurance policy does not cover the loss or damage. 4.5 USE OF EQUIPMENT The Equipment (or part of it) may be used by CP to manufacture product other than Pramlintide Injection Product for third parties or for CP's own products provided that AMYLIN has consented in writing (such consent not to be unreasonably withheld or delayed) to the manufacture of such other product using the Equipment. AMYLIN shall at all times keep confidential the identity of any third party and the third party's or CP's own product for which any consent under this Paragraph 4.4 is sought and AMYLIN shall, without 13 * CONFIDENTIAL TREATMENT REQUESTED

prejudice to the generality of the foregoing, enter into a confidentiality agreement with CP in the like terms to CP's obligations of confidentiality to the relevant third party. 4.6 FACILITY STANDARDS. CP agrees to maintain the Facility in a manner so as to meet FDA, MCA, IKS and European Directive standards for approvability. Any Facility alterations or changes requested by AMYLIN that exceed the FDA, MCA, IKS and/or European Directive standards which CP agrees shall be carried out (such agreement not to be unreasonably withheld) shall be at AMYLIN's sole cost. ARTICLE V - TRANSFER OF MANUFACTURING PROCESS 5.1 It is understood and agreed by AMYLIN and CP that AMYLIN itself and/or a third party may at some point in time manufacture the Pramlintide Injection Product for commercial supply using the Manufacturing Process. Upon request by AMYLIN and provided that this Agreement is either terminated under Paragraphs 8.1, 8.2 (if terminated by AMYLIN but not if terminated by CP), 8.3 or 8.4 (b), or if CP is unable to supply Pramlintide Injection Product due to CP (but not AMYLIN) being the subject of a force majeure event as more particularly defined in Paragraph 11.3, CP agrees to disclose and transfer to AMYLIN or to a third party such of the Manufacturing Process as is necessary to enable AMYLIN and/or such third party to manufacture the Pramlintide Injection Product, according to the then current Manufacturing Process being used by CP. 5.2 To facilitate the transfer of such Manufacturing Process in accordance with Paragraphs 5.1, CP agrees to provide to AMYLIN or the relevant third party training on-site (at AMYLIN's or third party's premises) for the manufacture of the Pramlintide Injection Product for an appropriate period such training including but not limited

prejudice to the generality of the foregoing, enter into a confidentiality agreement with CP in the like terms to CP's obligations of confidentiality to the relevant third party. 4.6 FACILITY STANDARDS. CP agrees to maintain the Facility in a manner so as to meet FDA, MCA, IKS and European Directive standards for approvability. Any Facility alterations or changes requested by AMYLIN that exceed the FDA, MCA, IKS and/or European Directive standards which CP agrees shall be carried out (such agreement not to be unreasonably withheld) shall be at AMYLIN's sole cost. ARTICLE V - TRANSFER OF MANUFACTURING PROCESS 5.1 It is understood and agreed by AMYLIN and CP that AMYLIN itself and/or a third party may at some point in time manufacture the Pramlintide Injection Product for commercial supply using the Manufacturing Process. Upon request by AMYLIN and provided that this Agreement is either terminated under Paragraphs 8.1, 8.2 (if terminated by AMYLIN but not if terminated by CP), 8.3 or 8.4 (b), or if CP is unable to supply Pramlintide Injection Product due to CP (but not AMYLIN) being the subject of a force majeure event as more particularly defined in Paragraph 11.3, CP agrees to disclose and transfer to AMYLIN or to a third party such of the Manufacturing Process as is necessary to enable AMYLIN and/or such third party to manufacture the Pramlintide Injection Product, according to the then current Manufacturing Process being used by CP. 5.2 To facilitate the transfer of such Manufacturing Process in accordance with Paragraphs 5.1, CP agrees to provide to AMYLIN or the relevant third party training on-site (at AMYLIN's or third party's premises) for the manufacture of the Pramlintide Injection Product for an appropriate period such training including but not limited to, on-site instruction by CP knowledgeable personnel provided such individuals are still employed by CP and provided that this does not unduly prejudice CP's continuing operations. The party receiving training shall reimburse CP at CP's full daily charge out rate for the personnel providing such training and for travel and living expenses of CP employees during the time that they are engaged in the training. Provisions of this Article V shall survive for 24 months only following termination or expiration of this Agreement, except in the case of termination of this Agreement by CP as a result of material breach by AMYLIN under Paragraph 8.2 or AMYLIN's insolvency under Paragraph 8.3 where this provision shall not survive such termination. 14

ARTICLE VI - INDEMNITY AND LIABILITY 6.1 AMYLIN INDEMNIFICATION. AMYLIN shall defend, indemnify and hold harmless CP, its officers, agents and employees from any loss, claim, action, damage, expense or liability, including defense costs and attorneys' fees ("Claim") arising out of or related to any act, omission, fact, matter or thing which is other than CP's liability in accordance with Paragraphs 6.2, 6.3 and 6.4, including, without prejudice to the generality of the foregoing: (a) the handling, possession or use of Active Raw Material prior to its delivery to CP pursuant to Paragraph 2.3 (a); (b) infringement of a third party's intellectual property rights relating to pramlintide as a result of CP's manufacture and/or storage of the Pramlintide Injection Product hereunder; (c) any hazard to CP's employees or former employees caused by or arising from or as a consequence of the manufacturing and/or storage by CP of the Pramlintide Injection Product which hazard had not been disclosed to CP in writing; and (d) damage to Pramlintide Injection Product after delivery to a carrier in accordance with AMYLIN's instructions. 6.2 CP LIABILITY. CP shall have no liability to AMYLIN in respect of any loss damage or destruction relating to the Active Raw Material prior to the same being delivered to CP's premises. CP's liability in relation to loss damage or destruction relating to Active Raw Material shall commence upon receipt by CP of the relevant Active Raw Material. If thereafter any Active Raw Material or Work in Progress is destroyed, damaged or lost or if

ARTICLE VI - INDEMNITY AND LIABILITY 6.1 AMYLIN INDEMNIFICATION. AMYLIN shall defend, indemnify and hold harmless CP, its officers, agents and employees from any loss, claim, action, damage, expense or liability, including defense costs and attorneys' fees ("Claim") arising out of or related to any act, omission, fact, matter or thing which is other than CP's liability in accordance with Paragraphs 6.2, 6.3 and 6.4, including, without prejudice to the generality of the foregoing: (a) the handling, possession or use of Active Raw Material prior to its delivery to CP pursuant to Paragraph 2.3 (a); (b) infringement of a third party's intellectual property rights relating to pramlintide as a result of CP's manufacture and/or storage of the Pramlintide Injection Product hereunder; (c) any hazard to CP's employees or former employees caused by or arising from or as a consequence of the manufacturing and/or storage by CP of the Pramlintide Injection Product which hazard had not been disclosed to CP in writing; and (d) damage to Pramlintide Injection Product after delivery to a carrier in accordance with AMYLIN's instructions. 6.2 CP LIABILITY. CP shall have no liability to AMYLIN in respect of any loss damage or destruction relating to the Active Raw Material prior to the same being delivered to CP's premises. CP's liability in relation to loss damage or destruction relating to Active Raw Material shall commence upon receipt by CP of the relevant Active Raw Material. If thereafter any Active Raw Material or Work in Progress is destroyed, damaged or lost or if there is loss or damage to or destruction of Pramlintide Injection Product prior to delivery to AMYLIN then CP's liability shall be limited as follows: (a) in the event of loss or damage to or destruction of Active Raw Material prior to such Active Raw Material becoming Work in Progress (and other than as a result of an Insured Event) CP's liability shall be limited to [...***...] per incident; 15 * CONFIDENTIAL TREATMENT REQUESTED

(b) in the event of loss or damage to or destruction of Work in Progress or Pramlintide Injection Product such that the same fails to comply with Specifications ("Failed Product") (other than as a result of an Insured Event) CP's liability shall be limited to making no charge for the Failed Product and to making at no charge for profit the subsequent Batch of Pramlintide Injection Product delivered to AMYLIN. In the event of loss or damage to or destruction of only part of a Batch of Pramlintide Injection Product or Work in Progress, CP's liability for the Failed Product and making at no charge for profit the subsequent Batch of Pramlintide Injection Product delivered to AMYLIN shall be pro rata to the amount of the Failed Product so lost damaged or destroyed; (c) In the event of loss or damage to or destruction of Active Raw Material, Work in Progress or Pramlintide Injection Product and the same being an Insured Event, CP's liability shall be limited to the lower of the actual cost of Active Raw Material, Work in Progress or finished Pramlintide Injection Product and the insurance proceeds recovered in respect thereof (provided always that this limit shall never be lower than the amount of liability CP would bear if the loss damage or destruction fell within Paragraphs 6.2(a) or (b) and was not an Insured Event); (d) For the purpose of this Paragraph 6.2 an "Insured Event" means an act or occurrence which is insured against by CP and under which insurers accept liability (including for the loss or damage to or destruction of Active Raw Material, Work in Progress and/or Pramlintide Injection Product, as the case may be) and have paid insurance proceeds to CP therefor. (e) CP shall in no circumstances other than those set out in Paragraphs 6.2(a) to (d) inclusive be liable to AMYLIN for any other direct loss or for any indirect or consequential loss or damage including, without

(b) in the event of loss or damage to or destruction of Work in Progress or Pramlintide Injection Product such that the same fails to comply with Specifications ("Failed Product") (other than as a result of an Insured Event) CP's liability shall be limited to making no charge for the Failed Product and to making at no charge for profit the subsequent Batch of Pramlintide Injection Product delivered to AMYLIN. In the event of loss or damage to or destruction of only part of a Batch of Pramlintide Injection Product or Work in Progress, CP's liability for the Failed Product and making at no charge for profit the subsequent Batch of Pramlintide Injection Product delivered to AMYLIN shall be pro rata to the amount of the Failed Product so lost damaged or destroyed; (c) In the event of loss or damage to or destruction of Active Raw Material, Work in Progress or Pramlintide Injection Product and the same being an Insured Event, CP's liability shall be limited to the lower of the actual cost of Active Raw Material, Work in Progress or finished Pramlintide Injection Product and the insurance proceeds recovered in respect thereof (provided always that this limit shall never be lower than the amount of liability CP would bear if the loss damage or destruction fell within Paragraphs 6.2(a) or (b) and was not an Insured Event); (d) For the purpose of this Paragraph 6.2 an "Insured Event" means an act or occurrence which is insured against by CP and under which insurers accept liability (including for the loss or damage to or destruction of Active Raw Material, Work in Progress and/or Pramlintide Injection Product, as the case may be) and have paid insurance proceeds to CP therefor. (e) CP shall in no circumstances other than those set out in Paragraphs 6.2(a) to (d) inclusive be liable to AMYLIN for any other direct loss or for any indirect or consequential loss or damage including, without limitation, loss of profit, loss of goodwill and/or loss of business opportunity, whether arising in contract, tort or otherwise . 6.3 CP shall have no liability to any third party for any loss or damage which may be suffered or incurred by that third party in relation to Pramlintide Injection Product (unless CP has manufactured a Batch of Pramlintide Injection Product which fails to meet Specifications and such third party suffers loss or damage to property (other than intellectual property) or person as a result of CP's failure to manufacture the Batch to Specifications) and AMYLIN shall defend, indemnify and hold harmless CP, its officers, agents and employees from any loss, claim, action, damage, exposure or liability including defense costs and attorneys' fees arising out of or related to any such third party claims. 16

6.4 Nothing in Paragraph 6.2 or 6.3 shall limit CP's liability in respect of death or personal injury caused by CP's negligence. 6.5 In the event CP is seeking indemnification under Article VI, it shall inform AMYLIN of a Claim as soon as reasonably practicable after it receives notice of the Claim, shall permit AMYLIN to assume direction and control of the defense of the Claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested in the defense of the Claim. 6.6 The Parties acknowledge the limitations on CP's liability in this Article VI are reasonable having regard to the price to be charged per cartridge of Pramlintide Injection Product and the basis upon which such price is calculated. ARTICLE VII - CONFIDENTIALITY CP acknowledges that AMYLIN will supply information regarding this Agreement in confidence and CP agrees to keep such information confidential in accordance with the terms of the 8. February 1996 Confidential Disclosure Agreement between AMYLIN, CP and Johnson & Johnson and the 18. September 1998 Confidential Disclosure Agreement between AMYLIN and CP, with the exception that CP may disclose such confidential information in confidence to its holding company, CP Pharmaceuticals (Holdings) Ltd., on whom such obligations of confidentiality apply. ARTICLE VIII - TERM AND TERMINATION

6.4 Nothing in Paragraph 6.2 or 6.3 shall limit CP's liability in respect of death or personal injury caused by CP's negligence. 6.5 In the event CP is seeking indemnification under Article VI, it shall inform AMYLIN of a Claim as soon as reasonably practicable after it receives notice of the Claim, shall permit AMYLIN to assume direction and control of the defense of the Claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested in the defense of the Claim. 6.6 The Parties acknowledge the limitations on CP's liability in this Article VI are reasonable having regard to the price to be charged per cartridge of Pramlintide Injection Product and the basis upon which such price is calculated. ARTICLE VII - CONFIDENTIALITY CP acknowledges that AMYLIN will supply information regarding this Agreement in confidence and CP agrees to keep such information confidential in accordance with the terms of the 8. February 1996 Confidential Disclosure Agreement between AMYLIN, CP and Johnson & Johnson and the 18. September 1998 Confidential Disclosure Agreement between AMYLIN and CP, with the exception that CP may disclose such confidential information in confidence to its holding company, CP Pharmaceuticals (Holdings) Ltd., on whom such obligations of confidentiality apply. ARTICLE VIII - TERM AND TERMINATION 8.1 TERM. Subject to the provisions of Paragraphs 8.2, 8.3, 8.4 and 8.5, this Agreement shall be effective for a period of [...***...] from the date first given above written and shall continue thereafter from year to year unless terminated by AMYLIN or CP upon at least [...***...] prior written notice given to the other at any time after the expiry of [...***...] from the date first given above. 8.2 BREACH. If AMYLIN or CP is in material adverse breach of this Agreement, and a cure of such breach has not occurred during a period of sixty (60) days following receipt of notice thereof by the non-breaching party, the non-breaching party may terminate this Agreement by a written notice to the party in breach upon expiration of such sixty (60)-day period. 17 * CONFIDENTIAL TREATMENT REQUESTED

8.3 BANKRUPTCY. Either AMYLIN or CP may terminate this Agreement forthwith by written notice to the other if the other compounds or makes arrangements with its creditors or becomes subject to an administration or goes into liquidation other than for the purpose of a bona fide reconstruction or has a receiver, liquidator, administrator, or administrative receiver appointed over any of its property or assets or anything analogous to this occurs in any jurisdiction. 8.4 AMYLIN TERMINATION. (a) In the event that AMYLIN makes a good faith determination that it will not continue with development or marketing of the Pramlintide Injection Product and for that reason wishes to terminate this Agreement or the Pramlintide Injection Product is no longer being developed or marketed for whatever reason, then AMYLIN may, with thirty (30) days prior written notice, terminate this Agreement. (b) In the event that AMYLIN enters into a collaboration, licensing or other similar type of written agreement regarding the development and/or commercialization of pramlintide, and AMYLIN's collaboration partner or licensee wishes to perform fill/finish manufacture of Pramlintide Injection Product, Amylin may, with [...***...] prior written notice, terminate this Agreement. 8.5 CONSEQUENCES OF TERMINATION. (a) On termination of this Agreement under Paragraphs 8.1, 8.2 (AMYLIN's breach only), 8.3 (AMYLIN's

8.3 BANKRUPTCY. Either AMYLIN or CP may terminate this Agreement forthwith by written notice to the other if the other compounds or makes arrangements with its creditors or becomes subject to an administration or goes into liquidation other than for the purpose of a bona fide reconstruction or has a receiver, liquidator, administrator, or administrative receiver appointed over any of its property or assets or anything analogous to this occurs in any jurisdiction. 8.4 AMYLIN TERMINATION. (a) In the event that AMYLIN makes a good faith determination that it will not continue with development or marketing of the Pramlintide Injection Product and for that reason wishes to terminate this Agreement or the Pramlintide Injection Product is no longer being developed or marketed for whatever reason, then AMYLIN may, with thirty (30) days prior written notice, terminate this Agreement. (b) In the event that AMYLIN enters into a collaboration, licensing or other similar type of written agreement regarding the development and/or commercialization of pramlintide, and AMYLIN's collaboration partner or licensee wishes to perform fill/finish manufacture of Pramlintide Injection Product, Amylin may, with [...***...] prior written notice, terminate this Agreement. 8.5 CONSEQUENCES OF TERMINATION. (a) On termination of this Agreement under Paragraphs 8.1, 8.2 (AMYLIN's breach only), 8.3 (AMYLIN's bankruptcy only) or 8.4(a), AMYLIN shall remain liable to pay for and shall pay for all Pramlintide Injection Product for which AMYLIN has issued a Firm Purchase Order which is accepted by AMYLIN (whether acceptance occurs before or after the date of termination or expiration). (b) On termination of this Agreement under Paragraph 8.4(b) only, AMYLIN shall remain liable to pay for and shall pay for all Pramlintide Injection Product for which AMYLIN has issued a Firm Purchase Order which is accepted by AMYLIN (whether acceptance occurs before or after the date of termination or expiration) and, within sixty (60) days of the effective date of termination under Paragraph 8.4(b), AMYLIN shall make a termination payment to CP which shall be calculated in relation to the unexpired term of this Agreement. The termination payment shall be [...***...] reduced by the cumulative profit to CP (as calculated in accordance with Appendix 3) from Pramlintide Injection Product under this 18 * CONFIDENTIAL TREATMENT REQUESTED

Agreement. Additionally, within such 60 days of effective date of termination, AMYLIN will pay to CP the unpaid balance, if any, of the total [...***...] due under Paragraph 4.3(a), reduced by [...***...] per unit of products manufactured by CP using the Suite, whether such products are manufactured by CP for itself or for a third party. (c) On termination of this agreement under Paragraphs 8.1, 8.4(a) or 8.4(b) each party shall be obligated during the applicable termination notice period to perform all of its obligations under this Agreement. (d) Upon expiration or termination of this Agreement in accordance with its terms, AMYLIN shall offer the Equipment for sale to CP by notice in writing stating the price which AMYLIN wishes to obtain for the Equipment. Unless the parties have reached agreement on the price for the Equipment within three (3) months of such expiration or termination, AMYLIN shall be obliged to remove the Equipment from the Facility. AMYLIN shall not remove the Equipment other than in accordance with timing (as to dates and hours) agreed with CP (and CP shall agree removal within 9 months after the expiry of the said 3 months) and so far as practicable without causing CP loss of business or goodwill due to down time of CP's Facility. AMYLIN shall bear the full cost of removal and shall be responsible for leaving the Facility in good order and for making good any damage caused by or arising out of such removal. (e) On termination of this Agreement under Paragraph 8.4(a) only, AMYLIN agrees to pay CP within sixty (60) days of the termination date the sum of [...***...] less any sum already paid to CP in accordance with Paragraph 4.3.

Agreement. Additionally, within such 60 days of effective date of termination, AMYLIN will pay to CP the unpaid balance, if any, of the total [...***...] due under Paragraph 4.3(a), reduced by [...***...] per unit of products manufactured by CP using the Suite, whether such products are manufactured by CP for itself or for a third party. (c) On termination of this agreement under Paragraphs 8.1, 8.4(a) or 8.4(b) each party shall be obligated during the applicable termination notice period to perform all of its obligations under this Agreement. (d) Upon expiration or termination of this Agreement in accordance with its terms, AMYLIN shall offer the Equipment for sale to CP by notice in writing stating the price which AMYLIN wishes to obtain for the Equipment. Unless the parties have reached agreement on the price for the Equipment within three (3) months of such expiration or termination, AMYLIN shall be obliged to remove the Equipment from the Facility. AMYLIN shall not remove the Equipment other than in accordance with timing (as to dates and hours) agreed with CP (and CP shall agree removal within 9 months after the expiry of the said 3 months) and so far as practicable without causing CP loss of business or goodwill due to down time of CP's Facility. AMYLIN shall bear the full cost of removal and shall be responsible for leaving the Facility in good order and for making good any damage caused by or arising out of such removal. (e) On termination of this Agreement under Paragraph 8.4(a) only, AMYLIN agrees to pay CP within sixty (60) days of the termination date the sum of [...***...] less any sum already paid to CP in accordance with Paragraph 4.3. (f) For the avoidance of doubt, Paragraph 8.5 shall survive termination of this Agreement. ARTICLE IX - OWNERSHIP OF TECHNOLOGY 9.1 SOLE INVENTIONS. Each party shall solely own, and shall alone have the right to apply for patents and inventor's certificates within and outside the United States on any invention, method process or know-how which is conceived solely by such party's employees or consultants. 9.2 JOINT INVENTIONS. Inventions jointly made by employees or consultants of AMYLIN and CP ("Joint Inventions") shall be jointly owned by AMYLIN and CP. The law of joint ownership of inventions of the United States shall apply to 19 * CONFIDENTIAL TREATMENT REQUESTED

joint ownership of any patent claiming a Joint Invention outside of the United States. Where appropriate, the Parties may engage outside counsel agreeable to both Parties (the costs of which shall be borne equally by the Parties) to represent them jointly in the prosecution of patent applications and the maintenance of patents with respect to Joint Inventions. 9.3 MUTUAL GRANT OF AUTHORITY. Should either Party not wish to file, prosecute, maintain or issue a patent application or maintain a patent covering such Party's Joint Invention, then such Party shall grant any necessary authority to the other Party to file, prosecute, maintain and issue such a patent application or maintain such a patent, all at the expense of the Party requesting that such filing be made or action be taken. 9.4 ASSISTANCE WITH PATENT PROTECTION. Upon request, AMYLIN and CP shall each provide the other with reasonable assistance in obtaining patents and, if necessary, enforcing patent rights. To that end, each Party agrees to assist the other in executing, verifying and delivering such documents and performance of such acts as may be reasonably requested by the other Party in applying for, obtaining, perfecting, evidencing, sustaining or enforcing the other Party's rights in sole inventions, or Joint Inventions. The Party requesting such assistance shall reimburse the assisting party for all reasonable out-of-pocket expenses incurred and provide reasonable compensation for time spent in providing such assistance. ARTICLE X - RELATIONSHIP OF THE PARTIES

joint ownership of any patent claiming a Joint Invention outside of the United States. Where appropriate, the Parties may engage outside counsel agreeable to both Parties (the costs of which shall be borne equally by the Parties) to represent them jointly in the prosecution of patent applications and the maintenance of patents with respect to Joint Inventions. 9.3 MUTUAL GRANT OF AUTHORITY. Should either Party not wish to file, prosecute, maintain or issue a patent application or maintain a patent covering such Party's Joint Invention, then such Party shall grant any necessary authority to the other Party to file, prosecute, maintain and issue such a patent application or maintain such a patent, all at the expense of the Party requesting that such filing be made or action be taken. 9.4 ASSISTANCE WITH PATENT PROTECTION. Upon request, AMYLIN and CP shall each provide the other with reasonable assistance in obtaining patents and, if necessary, enforcing patent rights. To that end, each Party agrees to assist the other in executing, verifying and delivering such documents and performance of such acts as may be reasonably requested by the other Party in applying for, obtaining, perfecting, evidencing, sustaining or enforcing the other Party's rights in sole inventions, or Joint Inventions. The Party requesting such assistance shall reimburse the assisting party for all reasonable out-of-pocket expenses incurred and provide reasonable compensation for time spent in providing such assistance. ARTICLE X - RELATIONSHIP OF THE PARTIES It is not the intent of the Parties to form any partnership or joint venture with each other. Each Party shall, in relation to its obligations hereunder, act as an independent contractor, and nothing in this Agreement shall be construed to give the other Party the power or authority to act for, bind, or commit the other Party in any way whatsoever. ARTICLE XI - FORCE MAJEURE 11.1 If the performance by a Party of any obligation under this Agreement, other than the payment of money, is prevented, delayed or impaired by Force Majeure for any cause beyond the reasonable control of the defaulting Party, such Party shall be excused from performance so long as such situation continues to prevent delay or impair performance, provided the Party claiming such excuse shall have promptly notified the other Party of the existence, nature, and potential duration of 20

such cause and shall at all times use its reasonable efforts consistent with its normal business practices to resume a complete performance. 11.2 The affected Party will advise the other Party from time to time as to the progress in remedying the situation and as to the time when the affected Party reasonably expects to resume its obligations and shall notify the others as to the expiration of any Force Majeure as soon as the affected Party knows the date thereof. 11.3 "Force Majeure" shall mean an event beyond the reasonable control of a Party including, but not limited to, a breakdown of machinery or equipment, failure of mains water, gas or electricity, fire, flood, sabotage, shipwreck, embargo, explosion, accident, strike, lockout or other industrial dispute, whether or not relating to that Party's workforce, riot, act of governmental authority (including, without limitation, acts relating to raw material or product allocation), acts of God and acts of war. Quantities affected by a Force Majeure shall be eliminated from this Agreement without liability. 11.4 If a Force Majeure event occurs, and if CP shall be unable to supply Pramlintide Injection Product for commercial use in such quantities as AMYLIN shall have ordered and in compliance with the delivery periods set forth in this Agreement and the Force Majeure is an event which hinders prevents or delays CP from performing its responsibilities under this Agreement, CP and AMYLIN will consult with each other to determine what measures to take to solve the supply problem with the understanding that it may be necessary for AMYLIN to obtain supply from a third party. In these circumstances AMYLIN shall however, be permitted (with no obligation to CP) to obtain Pramlintide Injection Product from another source, and require CP to transfer Manufacturing Process and provide the training required in accordance with and as described in Article V, but

such cause and shall at all times use its reasonable efforts consistent with its normal business practices to resume a complete performance. 11.2 The affected Party will advise the other Party from time to time as to the progress in remedying the situation and as to the time when the affected Party reasonably expects to resume its obligations and shall notify the others as to the expiration of any Force Majeure as soon as the affected Party knows the date thereof. 11.3 "Force Majeure" shall mean an event beyond the reasonable control of a Party including, but not limited to, a breakdown of machinery or equipment, failure of mains water, gas or electricity, fire, flood, sabotage, shipwreck, embargo, explosion, accident, strike, lockout or other industrial dispute, whether or not relating to that Party's workforce, riot, act of governmental authority (including, without limitation, acts relating to raw material or product allocation), acts of God and acts of war. Quantities affected by a Force Majeure shall be eliminated from this Agreement without liability. 11.4 If a Force Majeure event occurs, and if CP shall be unable to supply Pramlintide Injection Product for commercial use in such quantities as AMYLIN shall have ordered and in compliance with the delivery periods set forth in this Agreement and the Force Majeure is an event which hinders prevents or delays CP from performing its responsibilities under this Agreement, CP and AMYLIN will consult with each other to determine what measures to take to solve the supply problem with the understanding that it may be necessary for AMYLIN to obtain supply from a third party. In these circumstances AMYLIN shall however, be permitted (with no obligation to CP) to obtain Pramlintide Injection Product from another source, and require CP to transfer Manufacturing Process and provide the training required in accordance with and as described in Article V, but AMYLIN shall use its best endeavors to negotiate a short term contract with this source. AMYLIN shall thereafter have no obligation to purchase Pramlintide Injection Product from CP until the contractual obligations with this source that AMYLIN has assumed in connection with obtaining this substitute supply of Product shall have terminated whereupon AMYLIN shall order Pramlintide Injection Product from CP (provided CP is no longer affected by force majeure). 21

ARTICLE XII - CHANGES AMYLIN's personnel may, from time to time, render assistance or give technical advice to, or effect an exchange of information with CP's personnel in a liaison effort concerning the work hereunder. However, such exchange of information or advice shall not vest CP with authority to change the work hereunder or the provisions of this Agreement, nor shall any change in the work or provisions of this Agreement be binding on AMYLIN unless effected as a modification in accordance with the terms of this Agreement ARTICLE XIII - REPRESENTATIONS AND WARRANTIES 13.1 MANUFACTURING WARRANTY. CP warrants that the Pramlintide Injection Product manufactured by CP pursuant to this Agreement shall be manufactured in accordance with the Specifications and CGMP. CP shall notify AMYLIN immediately of any test failures noted in the manufacture of the Pramlintide Injection Product. 13.2 DEBARMENT. CP represents and warrants that it does not now and will not in the future use in any capacity the services of any person debarred under subsection (a) or (b) of 21 U.S.C.ss.335a. 13.3 LEGAL AND BINDING. This Agreement is a legal and valid obligation binding upon CP and AMYLIN and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by CP and AMYLIN does not conflict with any agreement, instrument or understanding, oral or written, to which either of them is a party or by which either of them is bound, or violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over either of them. ARTICLE XIV - TRADEMARKS AND LABELING 14.1 TRADEMARK. Nothing in this Agreement gives CP the right to use any AMYLIN trademark and CP does not obtain any right, title or interest in any AMYLIN trademark by virtue of this Agreement or the

ARTICLE XII - CHANGES AMYLIN's personnel may, from time to time, render assistance or give technical advice to, or effect an exchange of information with CP's personnel in a liaison effort concerning the work hereunder. However, such exchange of information or advice shall not vest CP with authority to change the work hereunder or the provisions of this Agreement, nor shall any change in the work or provisions of this Agreement be binding on AMYLIN unless effected as a modification in accordance with the terms of this Agreement ARTICLE XIII - REPRESENTATIONS AND WARRANTIES 13.1 MANUFACTURING WARRANTY. CP warrants that the Pramlintide Injection Product manufactured by CP pursuant to this Agreement shall be manufactured in accordance with the Specifications and CGMP. CP shall notify AMYLIN immediately of any test failures noted in the manufacture of the Pramlintide Injection Product. 13.2 DEBARMENT. CP represents and warrants that it does not now and will not in the future use in any capacity the services of any person debarred under subsection (a) or (b) of 21 U.S.C.ss.335a. 13.3 LEGAL AND BINDING. This Agreement is a legal and valid obligation binding upon CP and AMYLIN and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by CP and AMYLIN does not conflict with any agreement, instrument or understanding, oral or written, to which either of them is a party or by which either of them is bound, or violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over either of them. ARTICLE XIV - TRADEMARKS AND LABELING 14.1 TRADEMARK. Nothing in this Agreement gives CP the right to use any AMYLIN trademark and CP does not obtain any right, title or interest in any AMYLIN trademark by virtue of this Agreement or the performance of services hereunder. 22

14.2 CP TRADEMARK. Nothing in this Agreement gives AMYLIN the right to use any CP trademark or logo and AMYLIN does not obtain any right, title or interest in any CP trademark or logo by virtue of this Agreement or the performance of obligations hereunder. 14.3 LABELING. CP shall not affix to the Pramlintide Injection Product any label, stamp or other mark identifying CP as the source of the Pramlintide Injection Product, except as requested by AMYLIN in writing and approved by CP or as required by law. Upon request by AMYLIN, CP shall affix to the label for Pramlintide Injection Product appropriate patent marking, as instructed by AMYLIN. XV - NOTICES Any notices required or permitted hereunder shall be in writing and shall be deemed given as of the date it is (a) delivered by hand, or (b) received by mail, postage prepaid, or (c) received by facsimile, and addressed to the Party to receive such notice at the following addresses:
To AMYLIN: Amylin Pharmaceuticals, Inc. 9373 Towne Center Drive San Diego, California 92121 USA Facsimile no: 001 619-552-1936 Attention: Nancy K. Dahl Vice President and General Counsel

To CP:

CP Pharmaceuticals Limited Ash Road North Wrexham Industrial Estate Wrexham, LL13 9 UF United Kingdom

14.2 CP TRADEMARK. Nothing in this Agreement gives AMYLIN the right to use any CP trademark or logo and AMYLIN does not obtain any right, title or interest in any CP trademark or logo by virtue of this Agreement or the performance of obligations hereunder. 14.3 LABELING. CP shall not affix to the Pramlintide Injection Product any label, stamp or other mark identifying CP as the source of the Pramlintide Injection Product, except as requested by AMYLIN in writing and approved by CP or as required by law. Upon request by AMYLIN, CP shall affix to the label for Pramlintide Injection Product appropriate patent marking, as instructed by AMYLIN. XV - NOTICES Any notices required or permitted hereunder shall be in writing and shall be deemed given as of the date it is (a) delivered by hand, or (b) received by mail, postage prepaid, or (c) received by facsimile, and addressed to the Party to receive such notice at the following addresses:
To AMYLIN: Amylin Pharmaceuticals, Inc. 9373 Towne Center Drive San Diego, California 92121 USA Facsimile no: 001 619-552-1936 Attention: Nancy K. Dahl Vice President and General Counsel

To CP:

CP Pharmaceuticals Limited Ash Road North Wrexham Industrial Estate Wrexham, LL13 9 UF United Kingdom Facsimile no. 011 44 1978 660130 Attention: A.H. Coveney Company Secretary

The address and/or facsimile number to which notices should be delivered may be changed from time to time by notice to the other Party as provided in this Article XV. 23

ARTICLE XVI - ENTIRE AGREEMENT This Agreement together with all Appendices (including without prejudice to the generality of the foregoing, the Technical Agreement) the 8. February 1996 Confidential Disclosure Agreement between AMYLIN, CP and Johnson & Johnson, and the 9. September 1998 Confidential Disclosure Agreement between AMYLIN and CP, constitute the entire agreement between the Parties hereto relating to the subject matter hereof and no modification, change or amendment to this Agreement shall be binding upon AMYLIN or CP except in writing of subsequent date signed by an authorized officer or representative of each of the Parties hereto. Each Party acknowledges that in entering into this Agreement it is not relying upon any representation, warranty, promise or assurance made or given by the other Party, whether or not in writing, at any time prior to the execution of this Agreement, which is not set out expressly in this Agreement, provided that this shall not exclude any liability which either party would otherwise have to the other in respect of any statements made fraudulently by that party prior to the date of this Agreement. ARTICLE XVII - ASSIGNMENT 17.1 This Agreement shall not be assigned or transferred by CP to any other person, firm, company or corporation without the prior written consent of AMYLIN (such consent not to be unreasonably withheld) and subject to the terms that AMYLIN may impose. 17.2 AMYLIN may, without CP's consent, assign its rights and obligations under this Agreement to a partner for

ARTICLE XVI - ENTIRE AGREEMENT This Agreement together with all Appendices (including without prejudice to the generality of the foregoing, the Technical Agreement) the 8. February 1996 Confidential Disclosure Agreement between AMYLIN, CP and Johnson & Johnson, and the 9. September 1998 Confidential Disclosure Agreement between AMYLIN and CP, constitute the entire agreement between the Parties hereto relating to the subject matter hereof and no modification, change or amendment to this Agreement shall be binding upon AMYLIN or CP except in writing of subsequent date signed by an authorized officer or representative of each of the Parties hereto. Each Party acknowledges that in entering into this Agreement it is not relying upon any representation, warranty, promise or assurance made or given by the other Party, whether or not in writing, at any time prior to the execution of this Agreement, which is not set out expressly in this Agreement, provided that this shall not exclude any liability which either party would otherwise have to the other in respect of any statements made fraudulently by that party prior to the date of this Agreement. ARTICLE XVII - ASSIGNMENT 17.1 This Agreement shall not be assigned or transferred by CP to any other person, firm, company or corporation without the prior written consent of AMYLIN (such consent not to be unreasonably withheld) and subject to the terms that AMYLIN may impose. 17.2 AMYLIN may, without CP's consent, assign its rights and obligations under this Agreement to a partner for the development and/or commercialization of pramlintide or to a successor in interest to all or substantially all of AMYLIN's business relating to pramlintide. Any other assignment by AMYLIN of its rights and obligations under this Agreement is subject to the prior written consent of CP (such consent not to be unreasonably withheld). ARTICLE XVIII - DISPUTE RESOLUTION 18.1 Any dispute or claim arising out of this Agreement or relating to the validity, construction, enforceability or performance of this Agreement including disputes relating to an alleged breach or to termination of this Agreement and whether during the term of this Agreement or afterwards shall be dealt with in accordance with the procedure set out in this Article XVIII. 24

18.2 A dispute or claim under this clause shall be resolved as follows: (a) by referral in the first instance to the Contracts Manager of CP and the Senior Director, Product Development of AMYLIN. (b) if a dispute is not resolved within 14 days of its referral under paragraph 18.2(a) then by referral to the decision of the Chief Executive Officer of CP and the Chief Executive Officer of AMYLIN. 18.3 If any dispute is not resolved within 21 days of its referral pursuant to paragraph 18.2 (b) or any extension of time agreed between the parties in writing then it shall be finally resolved by a court in accordance with Paragraph 18.4. 18.4 This Agreement shall in the case of a dispute initiated by AMYLIN be construed in accordance with English law and in the case of a dispute initiated by CP be construed in accordance with the laws of the State of California, and both parties submit to the jurisdiction of the respective courts. ARTICLE XIX - VISITORS' INSURANCE If either Party is required to enter premises owned, leased, occupied by or under the control of the other Party during the performance of this Agreement, the visiting Party shall indemnify and hold harmless the visited party, its officers and employees, from any loss, cost, damage, expense or liability by reason of property damage or personal injury, including death, of whatsoever nature or kind arising out or as a result of such performance,

18.2 A dispute or claim under this clause shall be resolved as follows: (a) by referral in the first instance to the Contracts Manager of CP and the Senior Director, Product Development of AMYLIN. (b) if a dispute is not resolved within 14 days of its referral under paragraph 18.2(a) then by referral to the decision of the Chief Executive Officer of CP and the Chief Executive Officer of AMYLIN. 18.3 If any dispute is not resolved within 21 days of its referral pursuant to paragraph 18.2 (b) or any extension of time agreed between the parties in writing then it shall be finally resolved by a court in accordance with Paragraph 18.4. 18.4 This Agreement shall in the case of a dispute initiated by AMYLIN be construed in accordance with English law and in the case of a dispute initiated by CP be construed in accordance with the laws of the State of California, and both parties submit to the jurisdiction of the respective courts. ARTICLE XIX - VISITORS' INSURANCE If either Party is required to enter premises owned, leased, occupied by or under the control of the other Party during the performance of this Agreement, the visiting Party shall indemnify and hold harmless the visited party, its officers and employees, from any loss, cost, damage, expense or liability by reason of property damage or personal injury, including death, of whatsoever nature or kind arising out or as a result of such performance, whether arising out of actions of the Party or of its employees. However, the visited Party will remain liable for its negligence, if any. AMYLIN and CP shall each maintain such insurance cover as is legally required in relation to industrial accidents at its premises. ARTICLE XX - NO WAIVER OF CONDITIONS Failure by AMYLIN or CP to insist on strict performance with respect to any particular provision of this Agreement shall not operate or be construed as a continuing waiver of same or as a waiver of any other provisions of the Agreement. 25

ARTICLE XXI - SEVERABILITY If any provision of this Agreement is declared invalid, illegal or unenforceable, such provision shall be severed and all remaining provisions shall continue in full force and effect. AMYLIN PHARMACEUTICALS, INC. CP PHARMACEUTICALS LIMITED
By: /s/ NANCY K. DAHL ------------------------------By: /s/ C. SAVAGE -------------------------------

Title: V.P. and General Counsel ---------------------------Date: April 28, 1999 -----------------------------

Title: Chief Executive ---------------------------Date: 28 April 1999 -----------------------------

By: /s/ JOSEPH C. COOK ------------------------------Joseph C. Cook, Jr. Chairman and Chief Executive Officer

ARTICLE XXI - SEVERABILITY If any provision of this Agreement is declared invalid, illegal or unenforceable, such provision shall be severed and all remaining provisions shall continue in full force and effect. AMYLIN PHARMACEUTICALS, INC. CP PHARMACEUTICALS LIMITED
By: /s/ NANCY K. DAHL ------------------------------By: /s/ C. SAVAGE -------------------------------

Title: V.P. and General Counsel ---------------------------Date: April 28, 1999 -----------------------------

Title: Chief Executive ---------------------------Date: 28 April 1999 -----------------------------

By: /s/ JOSEPH C. COOK ------------------------------Joseph C. Cook, Jr. Chairman and Chief Executive Officer Date: April 28, 1999 -----------------------------

26

APPENDIX 1 EQUIPMENT [...***...] * CONFIDENTIAL TREATMENT REQUESTED 27

APPENDIX 2 TECHNICAL AGREEMENT [...***...] 29 * CONFIDENTIAL TREATMENT REQUESTED

APPENDIX 3 PRICING MECHANISM [...***...] 30 * CONFIDENTIAL TREATMENT REQUESTED

APPENDIX 1 EQUIPMENT [...***...] * CONFIDENTIAL TREATMENT REQUESTED 27

APPENDIX 2 TECHNICAL AGREEMENT [...***...] 29 * CONFIDENTIAL TREATMENT REQUESTED

APPENDIX 3 PRICING MECHANISM [...***...] 30 * CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Forms S-8 No. 333-51577, No. 33-32894 and No. 33-45092) pertaining to the Employee Phantom Stock Salary Deferral Plan, 1991 Stock Option Plan, Non-Employee Directors Stock Option Plan, and Employee Stock Option Plan; (Form S-8 No. 33-82965) pertaining to the 1991 Option Plan and the Employee Stock Purchase Plan of Amylin Pharmaceuticals, Inc. of our report dated February 22, 2000, with respect to the consolidated financial statements of Amylin Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. Ernst & Young LLP San Diego, California March 24, 2000

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END

YEAR DEC 31 1999

APPENDIX 2 TECHNICAL AGREEMENT [...***...] 29 * CONFIDENTIAL TREATMENT REQUESTED

APPENDIX 3 PRICING MECHANISM [...***...] 30 * CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Forms S-8 No. 333-51577, No. 33-32894 and No. 33-45092) pertaining to the Employee Phantom Stock Salary Deferral Plan, 1991 Stock Option Plan, Non-Employee Directors Stock Option Plan, and Employee Stock Option Plan; (Form S-8 No. 33-82965) pertaining to the 1991 Option Plan and the Employee Stock Purchase Plan of Amylin Pharmaceuticals, Inc. of our report dated February 22, 2000, with respect to the consolidated financial statements of Amylin Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. Ernst & Young LLP San Diego, California March 24, 2000

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 8,171,000 14,332,000 0 0 0 23,334,000 6,973,000 6,045,000 26,442,000 5,975,000 0 0 0

APPENDIX 3 PRICING MECHANISM [...***...] 30 * CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Forms S-8 No. 333-51577, No. 33-32894 and No. 33-45092) pertaining to the Employee Phantom Stock Salary Deferral Plan, 1991 Stock Option Plan, Non-Employee Directors Stock Option Plan, and Employee Stock Option Plan; (Form S-8 No. 33-82965) pertaining to the 1991 Option Plan and the Employee Stock Purchase Plan of Amylin Pharmaceuticals, Inc. of our report dated February 22, 2000, with respect to the consolidated financial statements of Amylin Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. Ernst & Young LLP San Diego, California March 24, 2000

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 8,171,000 14,332,000 0 0 0 23,334,000 6,973,000 6,045,000 26,442,000 5,975,000 0 0 0 54,000 (26,454,000) 26,422,000 0 0 0 0 27,101,000 0 5,678,000 (30,564,000) 0

EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Forms S-8 No. 333-51577, No. 33-32894 and No. 33-45092) pertaining to the Employee Phantom Stock Salary Deferral Plan, 1991 Stock Option Plan, Non-Employee Directors Stock Option Plan, and Employee Stock Option Plan; (Form S-8 No. 33-82965) pertaining to the 1991 Option Plan and the Employee Stock Purchase Plan of Amylin Pharmaceuticals, Inc. of our report dated February 22, 2000, with respect to the consolidated financial statements of Amylin Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. Ernst & Young LLP San Diego, California March 24, 2000

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 8,171,000 14,332,000 0 0 0 23,334,000 6,973,000 6,045,000 26,442,000 5,975,000 0 0 0 54,000 (26,454,000) 26,422,000 0 0 0 0 27,101,000 0 5,678,000 (30,564,000) 0 0 0 0 0 (30,564,000) 0.73 0.73

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 8,171,000 14,332,000 0 0 0 23,334,000 6,973,000 6,045,000 26,442,000 5,975,000 0 0 0 54,000 (26,454,000) 26,422,000 0 0 0 0 27,101,000 0 5,678,000 (30,564,000) 0 0 0 0 0 (30,564,000) 0.73 0.73


				
DOCUMENT INFO
Shared By:
Stats:
views:5
posted:11/25/2009
language:English
pages:86