Standard Contracts
EXHIBIT 4.5 PURCHASE AGREEMENT THIS AGREEMENT is made as of the 11th day of May, 2001, by and between Amylin Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), with its principal offices at 9373...Purchase Agreement • May 17th, 2001 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
Exhibit 10.38 AMENDMENT NO. 1 TO INCENTIVE STOCK OPTION AGREEMENTS DATED MARCH 15, 1993, APRIL 11, 1994, AND FEBRUARY 8, 1996 This Amendment No. 1 (the "Agreement") to Incentive Stock Option Agreements dated March 15, 1993, April 11, 1994, And...Incentive Stock Option Agreement • March 31st, 1998 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations
1 EXHIBIT 4.2 STOCK PURCHASE AGREEMENT Amylin Pharmaceuticals, Inc. 9373 Towne Centre Drive San Diego, California 92121 The undersigned (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement (the...Stock Purchase Agreement • March 27th, 2000 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • California
EXHIBIT 4.3 AMYLIN PHARMACEUTICALS, INC. COMMON STOCK PURCHASE AGREEMENT OCTOBER 6, 1999 TABLE OF CONTENTSCommon Stock Purchase Agreement • February 4th, 2000 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • California
1 EXHIBIT 4.2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 1999 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • California
COMMON STOCKUnderwriting Agreement • February 12th, 2002 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
AMYLIN PHARMACEUTICALS, INC. and , As Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated As OfPreferred Stock Warrant Agreement • December 11th, 2003 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT, dated as of between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation (the "Company") and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the "Warrant Agent").
2 3 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants as follows:Underwriting Agreement • October 15th, 1996 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
AMYLIN PHARMACEUTICALS, INC. and , As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As OfWarrant Agreement • December 11th, 2003 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT, dated as of between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation (the "Company") and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the "Warrant Agent").
AGREEMENTConfidentiality Agreement • March 27th, 2000 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
BETWEENCollaboration Agreement • October 3rd, 2002 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
Exhibit 10.40 CREDIT AGREEMENT This Agreement is made by and between Amylin Pharmaceuticals, Inc. ("Borrower") and Imperial Bank, a California banking corporation, ("Bank"). In consideration of mutual covenants and conditions hereof, the parties...Credit Agreement • March 31st, 1998 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • California
BETWEENRegistration Rights Agreement • October 3rd, 2002 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
AMYLIN PHARMACEUTICALS, INC. and , As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As OfWarrant Agreement • December 11th, 2003 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT, dated as of between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation (the "Company") and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the "Warrant Agent").
RECITALSDevelopment and License Agreement • August 14th, 2000 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
BETWEENLoan Agreement • October 3rd, 2002 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALSLease • March 31st, 1999 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations
EXHIBIT 10.6 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 3rd, 2002 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
Exhibit 10.26 August 1, 1996Employment Agreement • March 28th, 1997 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER BY AND AMONG BRISTOL-MYERS SQUIBB COMPANY, B&R ACQUISITION COMPANY AND AMYLIN PHARMACEUTICALS, INC. DATED AS OF JUNE 29, 2012Merger Agreement • July 3rd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2012 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), B&R Acquisition Company, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Amylin Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
Amylin Pharmaceuticals, Inc. Registration Rights AgreementRegistration Rights Agreement • June 8th, 2007 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
Amylin Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 3.00% Convertible Senior Notes due 2014 (the “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
1 DEFERRED COMPENSATION AGREEMENT UNDER THE AMYLIN PHARMACEUTICALS, INC. EMPLOYEE PHANTOM STOCK SALARY DEFERRAL PLAN THIS AGREEMENT is entered into by AMYLIN PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and...Deferred Compensation Agreement • May 1st, 1998 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • California
Addendum To Equipment Financing Agreement 10753 Between AMYLIN PHARMACEUTICALS, INC. and LEASE MANAGEMENT SERVICES, INC. By execution hereof, AMYLIN PHARMACEUTICALS, INC., the Debtor, consents to the attaching of this Addendum to Equipment Financing...Equipment Financing Agreement • March 28th, 1997 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations
CONFIDENTIAL ASSIGNMENT AND AMENDMENT AGREEMENTAssignment and Amendment Agreement • March 27th, 2000 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • California
Amylin Pharmaceuticals, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • September 1st, 2005 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
From time to time Amylin Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain shares of its Common Stock, par value $0.001 per share (the “Shares”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Firm Shares”). If specified in such Pricing Agreement, the Company may grant to the Underwriters the right to purchase at their election an additional number of shares, specified in such Pricing Agreement as provided in Section 3 hereof (the “Optional Shares”). With respect
LOAN AGREEMENTLoan Agreement • November 13th, 2002 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • California
RECITALSLease • March 28th, 1997 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations
AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENTS DATED NOVEMBER 20, 1991, MARCH 15, 1993, APRIL 11, 1994, AND FEBRUARY 8, 1996Incentive Stock Option Agreement • July 10th, 1998 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations
EXHIBIT 10.44 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT ("Sublease") made this 9th day of June 2000 between Amylin Pharmaceuticals, Inc. ("Subtenant") having a place of business located at 9373 Towne Centre Drive, Suite 250, San Diego, California...Sublease Agreement • March 27th, 2002 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • California
AMYLIN PHARMACEUTICALS, INC. 2003 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN STOCK OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)Stock Option Agreement • February 26th, 2010 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Amylin Pharmaceuticals, Inc. (the “Company”) has granted you an option pursuant to the Company’s 2003 Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Options granted under the Plan are issued under the Company’s 2009 Equity Incentive Plan or any successor equity incentive plan thereto (the “Incentive Plan”), and any shares of the Company’s Common Stock issued upon exercise of your option will be issued out of shares reserved for issuance under the Incentive Plan. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Incentive Plan shall have the same definitions as in the Incentive Plan except to the extent otherwise defined in the Plan.
AMYLIN PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 5th, 2011 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • California
Pursuant to the Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”) (collectively, the “Award”) and in consideration of your services rendered or to be rendered, as applicable, Amylin Pharmaceuticals, Inc. (the “Company”) has granted you a Restricted Stock Unit Award under its 2003 Non-Employee Directors’ Equity Incentive Plan (the “Plan”). The Award is also granted under the terms of the Company’s 2009 Equity Incentive Plan or any successor equity incentive plan thereto (the “Incentive Plan”), and any shares of the Company’s Common Stock issued in respect of the Award will be issued out of shares reserved for issuance under the Incentive Plan. Capitalized terms not explicitly defined in this Agreement but defined in the Incentive Plan shall have the same definitions as in the Incentive Plan except to the extent otherwise defined in the Plan or the Grant Notice.
LOAN AGREEMENT BETWEEN AMYLIN PHARMACEUTICALS, INC. AND ELI LILLY AND COMPANYLoan Agreement • February 27th, 2009 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT (the “Loan Agreement”) is made as of this 16th day of October, 2008 by and between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation, having a principal place of business at 9360 Towne Center Drive, San Diego, California 92121 (“Amylin”), and ELI LILLY AND COMPANY, an Indiana corporation having a principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 (“Lilly”).
SECURITY AGREEMENT among AMYLIN PHARMACEUTICALS, INC., AMYLIN OHIO LLC, EACH OF THE OTHER GRANTORS PARTY HERETO and ELI LILLY AND COMPANY November 7, 2011Security Agreement • February 22nd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of November 7, 2011 (the “Effective Date”), among Amylin Pharmaceuticals, Inc., a Delaware corporation (“Amylin”), Amylin Ohio LLC, a Delaware limited liability company (“Amylin Ohio”), and each of the other parties hereto, whether as an original signatory hereto or as an Additional Grantor (as herein defined), and Eli Lilly and Company, an Indiana corporation (“Lilly”). Each of the Grantors (as herein defined) and Lilly are sometimes referred to herein as a “Party” and collectively as the “Parties”.
AMYLIN PHARMACEUTICALS, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Stock Option Agreement • June 10th, 2009 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Amylin Pharmaceuticals, Inc. (the “Company”) has granted you an option under its 2009 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
DEVICE DEVELOPMENT AND MANUFACTURING AGREEMENTDevice Development and Manufacturing Agreement • February 9th, 2004 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
This DEVICE DEVELOPMENT AND MANUFACTURING AGREEMENT (“Agreement”) is entered into as of July 1, 2003 (the “Effective Date”), by and between Amylin Pharmaceuticals, Inc. (“Amylin”), a corporation organized and existing under the laws of Delaware, and Eli Lilly and Company (“Lilly”), a corporation organized and existing under the laws of the State of Indiana. Amylin and Lilly are sometimes referred to herein individually as a “Party” and collectively as “Parties”. References to “Amylin” and “Lilly” and “Party” or “Parties” shall include their respective Affiliates.
