0001047469-11-001418 Sample Contracts

AMYLIN PHARMACEUTICALS, INC. 2009 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 25th, 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 2009 Equity Incentive Plan (the “Plan”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or the Plan, as applicable.

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SECOND AMENDMENT TO MASTER SERVICES AGREEMENT BETWEEN AMYLIN PHARMACEUTICALS, INC. AND WOCKHARDT UK (HOLDINGS) LTD.
Master Services Agreement • February 25th, 2011 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations

This Second Amendment to the Amended and Restated Commercial Supply Agreement (this “Second Amendment”) is made as of November 1, 2010 (“Effective Date”), by and between Amylin Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 9360 Towne Centre Dr., San Diego, CA 92121, (“Amylin”) and Wockhardt UK (Holdings) Ltd., formerly CP Pharmaceuticals Ltd., having its registered office at Ash Road North, Wrexham Industrial Estate, Wrexham LL13 9UF, United Kingdom (“Wockhardt”).

Amylin Pharmaceuticals, Inc. 2001 Non-Qualified Deferred Compensation Plan
Amylin Pharmaceuticals Inc • February 25th, 2011 • Pharmaceutical preparations

The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, or an “excess benefit plan” within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended, or a combination of both. The Plan is further intended to conform with the requirements of Internal Revenue Code Section 409A and the final regulations and other guidance issued thereunder (“Section 409A”) and shall be implemented, interpreted and administered in a manner consistent therewith. To the extent one or more provisions of this Plan do not comply with Section 409A, such provision shall be automatically and immediately voided, and shall be amended as soon as administratively feasible and shall be administered

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