AMYLIN PHARMACEUTICALS, INC. 2009 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 6th, 2010 • 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”). Defined 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.
Amylin Letterhead]Amylin Pharmaceuticals Inc • May 6th, 2010 • Pharmaceutical preparations
This letter will confirm that Amylin and Baxter have agreed to amend the Agreement (i) to delete in its entirety the Annual Obligation for Year Five (calendar year 2009) such that Amylin shall have no further obligation to purchase from Baxter an Annual Obligation for calendar year 2009 and (ii) to add a requirement for Amylin to pay to Baxter a minimum of [***] in calendar year 2010, which requirement may be satisfied by (a) the purchase by Amylin of Product under the Agreement or (b) the purchase by Amylin of any other product or service under another agreement, or (c) the payment to Baxter in [***] of [***], provided, however, for (b) and (c) that if such other product or service is subject to a minimum annual obligation for calendar year 2010 in place as of the date of this letter agreement, then such payment shall satisfy the requirement under this letter agreement only to the extent such payment exceeds the minimum annual obligation for [***].
Amylin Letterhead]Amylin Pharmaceuticals Inc • May 6th, 2010 • Pharmaceutical preparations
This letter will serve as confirmation of the agreement between Amylin and Mallinckrodt that notwithstanding anything to the contrary in the Agreement, including, without limitation, Section 2.3, Amylin shall be obligated to purchase from Mallinckrodt (except to the extent Mallinckrodt does not accept a Purchase Order pursuant to Paragraph 2.2 of the Agreement) only the amounts set forth in the forecast attached hereto as Exhibit A during the sixth Contract Year (calendar year 2009) and the seventh Contract Year (calendar year 2010). As a consequence of the immediately preceding sentence, and notwithstanding Section 2.3 of the Agreement, Amylin will be required to purchase [***] ([***]) kilograms of Product during the eighth Contract Year (calendar year 2011), it being the understanding of Amylin and Mallinckrodt that the intent of the amendments to the Agreement contemplated by this paragraph is only to alter the timing of Amylin’s purchases and not the total volume of Product that Am
