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EXHIBIT 10.37
AMENDMENT TO
INCENTIVE STOCK OPTION AGREEMENTS DATED
NOVEMBER 20, 1991, MARCH 15, 1993, APRIL 11, 1994,
AND FEBRUARY 8, 1996
This Amendment (the "Agreement") to Incentive Stock Option Agreements
dated November 20, 1991, March 15, 1993, April 11, 1994, and February 8, 1996
between Amylin Pharmaceuticals, Inc. (the "Company") and Xxxxxx X. Xxxxxx, Xx.
("Optionee") (the "Option Agreements") is effective as of March 25, 1998 (the
"Effective Date").
RECITALS
WHEREAS, the Option Agreements provide to Optionee options to purchase
up to the following numbers of shares of the Company's Common Stock (the
"Options"), subject to the conditions set forth in the Option Agreements,
including but not limited to continued employment of the Optionee by the
Company:
November 20, 1991 Option 150,000 shares
March 15, 1993 Option 50,000 shares
April 11, 1994 Option 100,000 shares
February 8, 1996 Option 40,000 shares
WHEREAS, the Option Agreements dated March 15, 1993 (50,000 shares),
April 11, 1994 (100,000 shares) and February 8, 1996 (40,000 shares) were each
previously amended as of September 1, 1996;
WHEREAS, the Optionee's employment with the Company ceased effective as
of the Effective Date and therefore the vesting of Options under such Option
Agreements also ceased as of the Effective Date;
WHEREAS, the Optionee has agreed to continue to serve as a member of the
Company's Board of Directors following the Effective Date; and
WHEREAS, the Company and the Optionee desire to amend the Option
Agreements to provide that the Options granted to Optionee pursuant to such
Option Agreements that were vested as of March 25, 1998 shall remain exercisable
through January 31, 1999.
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Amendment to Incentive Stock Option Agreements
March 25, 1998
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NOW, THEREFORE, in consideration of the mutual covenants and premises
herein contained, the Optionee and the Company hereby agree as follows:
AGREEMENT
Subject to the approval of this Agreement by the Board of Directors of
the Company, as of the Effective Date, the parties hereby agree that, subject to
the terms and conditions set forth in the Option Agreements, as amended to date,
and the additional terms and conditions of this Agreement, the Options vested
under each of the aforementioned Option Agreements as of March 25, 1998 are as
set forth on the attached Exhibit A (the "Vested Options"). The parties further
agree that such Vested Options shall remain exercisable until January 31, 1999
and that no further Options shall vest under such Option Agreements following
the Effective Date.
Except as specifically provided herein, this Agreement is not intended
and shall not be construed to amend or in any way alter the terms and conditions
of the Option Agreements or any prior amendments thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth below for each party.
AMYLIN PHARMACEUTICALS, INC. OPTIONEE:
By: /s/ XXXXXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX, XX.
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Xxxxxxxx X. Xxxx Xxxxxx X. Xxxxxx, Xx.
Senior Vice President
and General Counsel
Date: June 4, 1998 Date: June 8, 1998
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Amendment to Incentive Stock Option Agreements
March 25, 1998
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Exhibit A
VESTED OPTIONS
Date of Option Original Option Vested Options as
Agreement Grant of March 25, 1998 Exercise Price
-------------- --------------- ----------------- --------------
November 20, 1991 150,000 shares 150,000 shares $ 2.00 per share
March 15, 1993 50,000 shares 50,000 shares $ 9.00 per share
April 11, 1994 100,000 shares 81,198 shares $11.00 per share
February 8, 1996 40,000 shares 13,436 shares $12.375 per share
