Amendment No. 1 To Incentive Stock Option Agreement - AMYLIN PHARMACEUTICALS INC - 3-31-1998

							EXHIBIT 10.41 AMENDMENT NO. 1 TO INCENTIVE STOCK OPTION AGREEMENTS This Amendment No. 1 (the "Agreement") to Incentive Stock Option Agreements dated November 20, 1991 (50,000 shares), December 1, 1994 (40,000 shares), December 1, 1994 (2,880 shares), April 3, 1995 (45,000 shares), April 3, 1995 (25,000 shares), December 1, 1995 (20,000 shares), February 8, 1996 (23,000 shares), December 1, 1996 (20,000 shares) and June 1, 1997 (10,000 shares) between AMYLIN PHARMACEUTICALS, INC. (the "Company") and MARJORIE T. SENNETT ("Optionee") under the Company's 1991 Stock Option Plan (the "Option Agreements") is effective as of February 1, 1998 (the "Effective Date"). RECITALS WHEREAS, the Option Agreements provide to Optionee rights to purchase up to the following numbers of shares of the Company's Common Stock (the "Options"), in accordance with and subject to the terms and conditions set forth in the Option Agreements, including but not limited to terms and conditions relating to continued employment of the Optionee by the Company all as more fully set forth therein:
November 20, 1991 Option December 1, 1994 Option December 1, 1994 Option April 3, 1995 Option April 3, 1995 Option December 1, 1995 Option February 8, 1996 Option December 1, 1996 Option June 1, 1997 Option 50,000 2,880 40,000 45,000 25,000 20,000 23,000 20,000 10,000 shares shares shares shares shares shares shares shares shares

WHEREAS, the Optionee and the Company have agreed a change in the Optionee's employee status from full time to four-tenths (4/10) time, and have further agreed that the Optionee will continue to vest shares under the Agreement, but at four-tenths (4/10) the rate of vesting set forth in the Option Agreements, subject to adjustment; and WHEREAS, the Optionee and the Company have agreed that in the event of the Optionee's termination as an employee of the Company or an affiliate of the Company (as defined in the Plan) prior to October 31, 1999 (other than by reason of death or disability) the vested options under the Option Agreements shall remain exercisable until January 31, 1999.

Amendment No. 1 to Incentive Stock Option Agreements February 1, 1998 Page 2 NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the Optionee and the Company hereby agree as follows: AGREEMENT 1. AMENDMENT TO NOVEMBER 20, 1991 (50,000 SHARES), DECEMBER 1, 1994 (40,000 SHARES), DECEMBER 1, 1994 (2,880 SHARES), APRIL 3, 1995 (45,000 SHARES), APRIL 3, 1995 (25,000 SHARES), DECEMBER 1, 1995 (20,000 SHARES), FEBRUARY 8, 1996 (23,000 SHARES), DECEMBER 1, 1996 (20,000 SHARES) AND JUNE 1, 1997 (10,000 SHARES) OPTION AGREEMENTS As of the Effective Date, the parties hereby agree that, subject to the terms and conditions set forth in the November 20, 1991 (50,000 shares), December 1, 1994 (40,000 shares), December 1, 1994 (2,880 shares),

Amendment No. 1 to Incentive Stock Option Agreements February 1, 1998 Page 2 NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the Optionee and the Company hereby agree as follows: AGREEMENT 1. AMENDMENT TO NOVEMBER 20, 1991 (50,000 SHARES), DECEMBER 1, 1994 (40,000 SHARES), DECEMBER 1, 1994 (2,880 SHARES), APRIL 3, 1995 (45,000 SHARES), APRIL 3, 1995 (25,000 SHARES), DECEMBER 1, 1995 (20,000 SHARES), FEBRUARY 8, 1996 (23,000 SHARES), DECEMBER 1, 1996 (20,000 SHARES) AND JUNE 1, 1997 (10,000 SHARES) OPTION AGREEMENTS As of the Effective Date, the parties hereby agree that, subject to the terms and conditions set forth in the November 20, 1991 (50,000 shares), December 1, 1994 (40,000 shares), December 1, 1994 (2,880 shares), April 3, 1995 (45,000 shares), April 3, 1995 (25,000 shares), December 1, 1995 (20,000 shares), February 8, 1996 (23,000 shares), December 1, 1996 (20,000 shares) and June 1, 1997 (10,000 shares) Option Agreements and the additional terms and conditions of this Agreement, in the event of the Optionee's termination as an employee of the Company or an affiliate of the Company prior to October 31, 1999 other than by reason of death or permanent disability, the Options vested under each of the aforementioned Option Agreements as of the date of the Optionee's termination as an employee of the Company or an affiliate of the Company shall remain exercisable until January 31, 1999. 2. DECEMBER 1, 1994 (40,000 SHARES), DECEMBER 1, 1995 (20,000 SHARES), FEBRUARY 8, 1996 (23,000 SHARES) AND DECEMBER 1, 1996 (20,000 SHARES) OPTION AGREEMENTS. As of the Effective Date, the parties hereby agree that, subject to the terms and conditions set forth in the December 1, 1994 (40,000 shares), December 1, 1995 (20,000 shares), February 8, 1996 (23,000 shares) and December 1, 1996 (20,000 shares) Option Agreements and the additional terms and conditions of this Agreement, the rate at which the Options will become exercisable shall be reduced so that the Options will now become exercisable with respect to .027378508% of the total number of shares subject to such Option Agreements for each day Optionee is an employee of the Company or an affiliate of the Company after the Effective Date. Notwithstanding the foregoing, on every three (3) month anniversary of this Agreement and on Optionee's final date of employment with the Company or an affiliate of the Company Optionee shall submit a report to the Company stating the hours worked by Optionee on behalf of the Company during the stated period. If during such period Optionee's average rate of part-time service exceeds four-tenths (4/10) of the full-time rate of

Amendment No. 1 to Incentive Stock Option Agreements February 1, 1998 Page 3 service over such period, then the daily rate of vesting applicable to said Option Agreements for such period shall be recalculated using the following formula: (#of hours actually worked by Optionee during stated period) x (.06844627) minimum # of hours worked by a full-time employee during stated period ; said number equaling the percentage of the total number of shares subject to such Option Agreements vested for each day Optionee was an employee of the Company or an affiliate of the Company during the stated period. If during such period Optionee's average rate of part-time service is less than or equal to four-tenths (4/10) of the full-time rate of service over such period, then the rate of vesting applicable to said Option Agreements shall be the rate set forth in the immediately preceding paragraph.

Amendment No. 1 to Incentive Stock Option Agreements February 1, 1998 Page 3 service over such period, then the daily rate of vesting applicable to said Option Agreements for such period shall be recalculated using the following formula: (#of hours actually worked by Optionee during stated period) x (.06844627) minimum # of hours worked by a full-time employee during stated period ; said number equaling the percentage of the total number of shares subject to such Option Agreements vested for each day Optionee was an employee of the Company or an affiliate of the Company during the stated period. If during such period Optionee's average rate of part-time service is less than or equal to four-tenths (4/10) of the full-time rate of service over such period, then the rate of vesting applicable to said Option Agreements shall be the rate set forth in the immediately preceding paragraph. 3. JUNE 1, 1997 (10,000 SHARES) OPTION AGREEMENT. The parties agree that, rather than becoming exercisable on the Anniversary Date of June 1, 1998 with respect to one-fourth (1/4) of the total number of shares subject to the Option granted in the June 1, 1997 (10,000 Shares) Option Agreement, such Option shall become exercisable on November 28, 1998 (the "Cliff Vesting Date") with respect to one-fourth (1/4) of the total number of shares subject to the Option, provided that the Optionee continues as an employee of the Company or an affiliate of the Company through the Cliff Vesting Date. After the Cliff Vesting Date, for as long as the Optionee continues as an employee of the Company or an affiliate of the Company, the rate at which the Option will become exercisable shall be reduced so that the Option will now become exercisable with respect to .027378508% of the total number of shares subject to this Option for each day Optionee is an employee of the Company or an affiliate of the Company after the Cliff Vesting Date. Notwithstanding the foregoing, on every three (3) month anniversary of this Agreement following the Cliff Vesting Date and on Optionee's final date of employment with the Company or an affiliate of the Company Optionee shall submit a report to the Company stating the hours worked by Optionee during the stated period. If during such period Optionee's average rate of part-time service exceeds four-tenths (4/10) of the full-time rate of service over such period, then the daily rate of vesting applicable to said Option Agreement for such period shall be recalculated using the following formula: (#of hours actually worked by Optionee during stated period) x (.06844627) minimum # of hours worked by a full-time employee during stated period ; said number equaling the percentage of the total number of shares subject to such Option Agreement vested for each day Optionee was an employee of the Company or an affiliate of

Amendment No. 1 to Incentive Stock Option Agreements February 1, 1998 Page 4 the Company during the stated period. If during such period Optionee's average rate of part-time service is less than or equal to four-tenths (4/10) of the full-time rate of service over such period, then the rate of vesting applicable to said Option Agreement shall be the rate set forth in the immediately preceding paragraph. Except as specifically amended herein, the Option Agreements shall remain in full force and effect in accordance with their terms. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Amendment No. 1 to Incentive Stock Option Agreements February 1, 1998 Page 4 the Company during the stated period. If during such period Optionee's average rate of part-time service is less than or equal to four-tenths (4/10) of the full-time rate of service over such period, then the rate of vesting applicable to said Option Agreement shall be the rate set forth in the immediately preceding paragraph. Except as specifically amended herein, the Option Agreements shall remain in full force and effect in accordance with their terms. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
AMYLIN PHARMACEUTICALS, INC. OPTIONEE:

By:/s/ Richard M. Haugen Richard M. Haugen President and Chief Executive Officer

By:/s/ Marjorie T. Sennett Marjorie T. Sennett

EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Forms S-8 Nos. 33-32896, 3332894, and 33-45092) pertaining to the 1991 Stock Option Plan, Non-Employee Directors' Stock Plan, and the 1991 Employee Stock Purchase Plan, of our report dated January 23, 1998, except for the last paragraph of Note 5, as to which the date is March 2, 1998, with respect to the consolidated financial statements of Amylin Pharmaceuticals, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 1997. ERNST & YOUNG LLP San Diego, California March 26, 1998

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS FILED AS PART OF ITEM 8 ON FORM 1OK AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) ITEM 8 ON FORM 10-K. CIK: 0000881464 NAME: AMYLIN PHARMACEUTICALS, INC.

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

YEAR DEC 31 1997 JAN 01 1997 DEC 31 1997 46,903,000 5,845,000 0 0 0 55,012,000 19,469,000 10,860,000 65,338,000

EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Forms S-8 Nos. 33-32896, 3332894, and 33-45092) pertaining to the 1991 Stock Option Plan, Non-Employee Directors' Stock Plan, and the 1991 Employee Stock Purchase Plan, of our report dated January 23, 1998, except for the last paragraph of Note 5, as to which the date is March 2, 1998, with respect to the consolidated financial statements of Amylin Pharmaceuticals, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 1997. ERNST & YOUNG LLP San Diego, California March 26, 1998

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS FILED AS PART OF ITEM 8 ON FORM 1OK AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) ITEM 8 ON FORM 10-K. CIK: 0000881464 NAME: AMYLIN PHARMACEUTICALS, INC.

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 PRIMARY EPS DILUTED

YEAR DEC 31 1997 JAN 01 1997 DEC 31 1997 46,903,000 5,845,000 0 0 0 55,012,000 19,469,000 10,860,000 65,338,000 23,709,000 0 0 0 32,000 4,617,000 65,338,000 0 45,222,000 0 0 97,873,000 0 1,975,000 0 (54,627,000) 0 0 0 0 (54,627,000) (1.70) (1.70)

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS FILED AS PART OF ITEM 8 ON FORM 1OK AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) ITEM 8 ON FORM 10-K. CIK: 0000881464 NAME: AMYLIN PHARMACEUTICALS, INC.

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 PRIMARY EPS DILUTED

YEAR DEC 31 1997 JAN 01 1997 DEC 31 1997 46,903,000 5,845,000 0 0 0 55,012,000 19,469,000 10,860,000 65,338,000 23,709,000 0 0 0 32,000 4,617,000 65,338,000 0 45,222,000 0 0 97,873,000 0 1,975,000 0 (54,627,000) 0 0 0 0 (54,627,000) (1.70) (1.70)