0001104659-08-017401 Sample Contracts

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • March 13th, 2008 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This SECOND AMENDMENT (the “Amendment”) to the Rights Agreement (the “Agreement”) entered into as of June 17, 2002, as amended December 13, 2002, by and between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the “Rights Agent”), is entered into as of March 12, 2008.

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AGREEMENT
Agreement • March 13th, 2008 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Agreement (this “Agreement”) is entered into effective as of March 12, 2008 by and among Eastbourne Capital Management, LLC (“ECM”), Black Bear Offshore Master Fund, L.P. (“BBOMF”), Richard J. Barry (“Barry,” and together with ECM and BBOMF, “Eastbourne”) and Amylin Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Capitalized terms not defined herein will have the meaning given in the Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated as of June 17, 2002, as amended December 13, 2002 (the “Rights Agreement”).

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