- Proxy Statement (definitive) (DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Amylin Pharmaceuticals, Inc.

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LOGO

April 13, 2011

Dear Stockholders:

It is my pleasure to invite you to Amylin’s 2011 Annual Meeting of Stockholders. We will hold the meeting on Tuesday, May 24, 2011, at 9:00 a.m. local time at our corporate offices located at 9360 Towne Centre Drive, San Diego, California 92121. During the annual meeting, we will discuss each item of business described in the enclosed Notice of Annual Meeting and Proxy Statement and provide a corporate overview. There will also be time for questions.

This booklet includes the Notice of Annual Meeting, Proxy Statement and our Annual Report on Form 10-K. The Proxy Statement provides information about Amylin in addition to describing the business we will conduct at the meeting.

We are pleased to be providing these proxy materials to you on the Internet which we believe provides you with the information you need to vote your shares, lowers our costs of delivery and reduces the environmental impact associated with delivering paper copies of these materials to all our stockholders.

We hope you will be able to attend the annual meeting. Whether or not you expect to attend, please vote your shares by telephone or the Internet, as described in the instructions you receive. If you receive these proxy materials by mail you may complete, sign and date and return the enclosed proxy card in the prepaid envelope.

Sincerely,

LOGO

Daniel M. Bradbury

President and Chief Executive Officer

AMYLIN PHARMACEUTICALS, INC.

9360 Towne Centre Drive

San Diego, California 92121

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON May 24, 2011

Dear Stockholders:

You are cordially invited to attend the 2011 Annual Meeting of Stockholders of Amylin Pharmaceuticals, Inc., a Delaware corporation. The meeting will be held on Tuesday, May 24, 2011 at 9:00 a.m. local time at our corporate offices located at 9360 Towne Centre Drive, San Diego, California 92121, for the following purposes:

To elect directors to serve for the ensuing year and until their successors are elected.

To ratify the selection by the Audit Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011.

To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement.

To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s Named Executive Officers.

To conduct any other business properly brought before the meeting.

These items of business are more fully described in the proxy statement accompanying this notice.

The record date for the annual meeting is April 1, 2011. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment or postponement thereof. If you are unable to attend the annual meeting, you may listen to a webcast of it on our website, www.amylin.com .

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of

Stockholders to be Held on May 24, 2011 at 9360 Towne Centre Drive, San Diego, California 92121:

The notice of Amylin’s 2011 Annual Stockholder Meeting, proxy statement and other proxy materials,

and a copy of Amylin’s 2010 Annual Report are available at www.proxyvote.com .

The Board of Directors recommends that you vote FOR the proposals 1, 2 and 3 identified above and, with respect to proposal 4 identified above, to vote in favor of holding an advisory vote on compensation of our Named Executive Officers on an annual basis.

By Order of the Board of Directors

LOGO

Daniel M. Bradbury

President and Chief Executive Officer

San Diego, California

April 13, 2011

Whether or not you expect to attend the meeting, please vote by proxy as promptly as possible in order to ensure your representation at the meeting. You may vote by telephone or on the Internet, or if you received these proxy materials in the mail, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Even if you have voted by proxy, you may still vote in-person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the meeting, you must provide a proxy issued in your name from that record holder.

AMYLIN PHARMACEUTICALS, INC.

9360 Towne Centre Drive

San Diego, California 92121

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD May 24, 2011

Questions and Answers

Why am I receiving these proxy materials?

You have received these proxy materials because the Board of Directors of Amylin Pharmaceuticals, Inc. is soliciting your proxy to vote at its 2011 Annual Meeting of Stockholders. You are invited to attend the annual meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you can vote by telephone, on the Internet, or, if you received these proxy materials in the mail, by signing, dating and returning the proxy card in the postage-paid envelope provided.

We are pleased to take advantage of the U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to you over the Internet. Accordingly, on or about April 13, 2011, we intend to mail to our stockholders of record entitled to vote at the meeting who have not previously requested to receive these proxy materials by mail, a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access this proxy statement and our annual report and vote online. The Notice will also contain instructions for requesting a paper or e-mail copy of these proxy materials. There is no charge to you for requesting a copy. If you wish to receive a paper or e-mail copy of these proxy materials, please make your request on or before May 10, 2011 to facilitate timely delivery.

Who can vote at the annual meeting?

Only stockholders of record at the close of business on April 1, 2011, the record date for the annual meeting, will be entitled to vote at the annual meeting. At the close of business on the record date, there were 145,775,806 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If at the close of business on the record date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to submit your proxy by telephone or on the Internet or by signing, dating and returning your proxy card in the postage-paid envelope provided if you receive these proxy materials by mail, to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If at the close of business on the record date, your shares were held not in your name, but rather in an account at a brokerage firm, bank or other agent, then you are the beneficial owner of shares held in “street name” and the Notice or these proxy materials are being forwarded to you by your broker, bank or other agent. The broker, bank or other agent holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting.

As a beneficial owner, you have the right to direct your broker, bank or other agent on how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you provide a valid proxy issued in your name from your broker, bank or other agent.

What am I voting on?

There are four matters scheduled for a vote at the annual meeting:

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the election of directors,

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the ratification of the selection by the Audit Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011,

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advisory approval of the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement in accordance with the Securities and Exchange Commission, or SEC, rules; and

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advisory indication of the preferred frequency of stockholder advisory votes on the compensation of the Company’s Named Executive Officers.

How do I vote?

For the election of directors, you may either vote “For” all nominees or you may “Withhold” your vote for any nominee you specify. For the advisory vote on the frequency of holding an advisory vote on the compensation of our Named Executive Officers, you may vote for “1 Year”, “2 Years” or “3 Years”, or you may abstain from voting. For any other matter to be voted on, you may vote “For” or “Against” or you may abstain from voting. The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the annual meeting. Alternatively, you may vote by proxy either by telephone or on the Internet or by using the accompanying proxy card if you received these proxy materials by mail. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

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To vote by telephone, follow the instructions shown on the enclosed proxy card if you received these materials by mail. You will be asked to provide the control number shown on the proxy card. Your telephone vote must be received by 11:59 p.m. Eastern Time on May 23, 2011 to be counted.

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To vote on the Internet, access the website shown on the Notice or follow the instructions on the enclosed proxy card if you received these proxy materials by mail. You will be asked to provide the control number shown on the Notice or proxy card. Your Internet vote must be received by 11:59 p.m. Eastern Time on May 23, 2011 to be counted.

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If you received these proxy materials by mail, to vote using the accompanying proxy card, simply complete, sign, date and return it as promptly as possible in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct.

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To vote in person, come to the annual meeting and we will give you a ballot during the meeting upon your request.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice or proxy card and voting instructions from that organization rather than from us. If you receive these proxy materials from your broker by mail, simply complete, sign and mail the accompanying proxy card to ensure your vote is counted. Alternatively, you may vote by telephone or on the Internet as instructed by your broker, bank or other agent. To vote in person at the annual meeting, you must provide a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Participants in the 401(k) Plan and ESOP

If you are a participant in our 401(k) plan and/or our Employee Stock Ownership Plan, or ESOP, you are receiving these proxy materials in the mail and you may vote by telephone or the Internet or by using the enclosed proxy card. Your vote will serve to direct Fidelity Management Trust Company, as trustee of our 401(k) plan and ESOP, regarding how to vote the shares of our common stock attributable to your individual account under the 401(k) plan and ESOP. Your directions to Fidelity will be tabulated confidentially. Fidelity will vote shares as instructed by participants. Please provide voting directions to Fidelity by May 19, 2011, to help ensure that the shares attributable to your account will be voted.

Note Regarding Internet Voting

We provide Internet proxy voting to allow you to vote your shares on-line, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the close of business on April 1, 2011, the record date for the annual meeting.

What if I return a proxy card but do not make specific choices?

If you return a signed proxy card without marking any voting selections or if you vote by telephone or on the internet without indicating how you want to vote, your shares will be voted “For” the election of all nominees for director, “For” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm, “For” the advisory resolution on compensation of our Named Executive Officers and “1 Year” with respect to the frequency of holding an advisory vote on compensation of our Named Executive Officers. If any other matter is properly presented at the meeting, one of the individuals named on your proxy card as your proxy will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. In addition, we have retained Innisfree M&A Incorporated to assist in the distribution of proxy materials and solicitation of votes for a fee not to exceed $12,500, plus reimbursement of out-of-pocket expenses.

What does it mean if I receive more than one Notice or proxy card?

If you receive more than one Notice or proxy card, your shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions on each Notice or proxy card you receive to vote by telephone or the Internet or complete, sign and return each proxy card you receive to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the applicable vote at the annual meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

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you may submit another properly executed vote by proxy with a later date,

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you may send a written notice that you are revoking your proxy to our Corporate Secretary at 9360 Towne Centre Drive, San Diego, California 92121, or

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you may attend the annual meeting and vote in person (however, simply attending the annual meeting will not, by itself, revoke your proxy).

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

When are stockholder proposals due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, a stockholder proposal must be submitted in writing by December 15, 2011, to our Corporate Secretary at 9360 Towne Centre Drive, San Diego, California 92121. If you wish to submit a proposal that is not to be included in next year’s proxy materials, your proposal generally must be submitted in writing to the same address no later than January 25, 2012. Please review our Bylaws, which contain additional requirements regarding advance notice of stockholder proposals.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “For” and “Withhold” and, with respect to any proposals other than the election of directors, “Against” votes, abstentions and broker non-votes. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions. Abstentions will be counted towards the vote total for proposals 2 and 3, and will have the same effect as “Against” votes. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.

If your shares are held by your broker, bank or other agent as your nominee (that is, in “street name”), that nominee will provide you with a Notice or voting instruction form. Please follow the instructions included on that Notice or form regarding how to instruct your broker, bank or other agent to vote your shares. If you do not give instructions to your broker, bank or other agent, they can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange on which your broker, bank or other agent may vote shares held in street name in the absence of your voting instructions, and include the ratification of the selection of our independent registered public accounting firm. On non-discretionary items for which you do not give instructions to your broker, bank or other agent, which include the election of directors, the advisory vote on compensation of our Named Executive Officers and the advisory vote on the frequency of holding an advisory vote on compensation of our Named Executive Officers, the shares will be treated as broker non-votes.

How many votes are needed to approve each proposal?

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For the election of directors, the eleven nominees receiving the most “For” votes (among votes properly cast in person or by proxy) will be elected. Only votes “For” or “Withheld” will affect the outcome.

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To be approved, the advisory resolution with respect to compensation of our Named Executive Officers must receive a “For” vote from the majority of shares present and entitled to vote either in person or by proxy.

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For the advisory vote regarding the frequency of the stockholder advisory vote on compensation of our Named Executive Officers, the frequency receiving the greatest number of votes — every year, once every two years or once every three years — will be considered the frequency that stockholders prefer.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares as of the close of business on the record date are represented by stockholders present at the meeting or by proxy. At the close of business on the record date, there were 145,775,806 shares outstanding and entitled to vote. Therefore, in order for a quorum to exist, 72,887,904 shares must be represented by stockholders present at the meeting or by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the meeting may adjourn the meeting to another date.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting. Final voting results will be published in our Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days of the Annual Meeting of Stockholders. If the final voting results are not available within four business days after the meeting, we will provide the preliminary results in the Form 8-K and the final results in an amendment to the Form 8-K within four business days after the final voting results are known to us.

P ROPOSAL 1

E LECTION OF D IRECTORS

Our Board of Directors currently consists of eleven members. Accordingly, there are eleven nominees for director this year: Adrian Adams; Teresa Beck; M. Kathleen Behrens; Daniel M. Bradbury; Paul N. Clark; Paulo F. Costa; Alexander Denner; Karin Eastham; James R. Gavin III; Jay S. Skyler; and Joseph P. Sullivan. Each director is to be elected at the annual meeting to serve until our 2012 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their death, resignation or removal. Each of the nominees is currently a director of Amylin and was elected by our stockholders.

Directors are elected by a plurality of the votes present at the meeting or by proxy and entitled to vote at the meeting. The eleven nominees receiving the most “For” votes (among votes properly cast in person or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted “For” the election of the eleven nominees named above or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, “For” the election of a substitute nominee designated by our Board of Directors. Each nominee has agreed to serve as a director if elected and we have no reason to believe that any nominee will be unable to serve.

We require all of our directors and nominees for director to attend our Annual Meeting of Stockholders, absent an irreconcilable conflict. Each of our eleven directors elected at our 2010 Annual Meeting of Stockholders were in attendance at the meeting.

T HE B OARD O F D IRECTORS R ECOMMENDS A V OTE FOR T HE E LECTION O F E ACH N OMINEE N AMED A BOVE .

The following is biographical information as of March 31, 2011 for each nominee for director.


Name	Age		Position
Daniel M. Bradbury		49	President, Chief Executive Officer and Director
Paulo F. Costa.		60	Chairman of the Board
Adrian Adams		60	Director
Teresa Beck		56	Director
M. Kathleen Behrens, Ph.D.		58	Director
Paul N. Clark		64	Director
Alexander Denner, Ph.D.		41	Director
Karin Eastham		61	Director
James R. Gavin III, M.D., Ph.D.		65	Director
Jay S. Skyler, M.D., MACP.		64	Director
Joseph P. Sullivan		68	Director

Mr. Bradbury has been our Chief Executive Officer since March 2007, serving as President since June 2006 and as Chief Operating Officer since June 2003. He has served as a director since June 2006 and serves on the Risk Management and Finance Committee. He previously served as Executive Vice President from June 2000 until June 2003. He joined Amylin in 1994 and has held officer-level positions in Corporate Development and Marketing during that time. Prior to joining Amylin, Mr. Bradbury spent ten years at SmithKline Beecham Pharmaceuticals, where he held a number of sales and marketing positions. He is a member of the Board of Directors of Illumina, Inc. He also serves on the RAND Health Board of Advisors and as a board member for BIOCOM, the Keck Graduate Institute’s Board of Trustees and the San Diego Regional Economic Development Corporation. Mr. Bradbury is a member of the Royal Pharmaceutical Society of Great Britain and serves on the UCSD Rady School of Management’s Advisory Council, the University of Miami’s Innovation Corporate Advisory Council and the University of Miami’s Diabetes Research Institute Corporate Advisory Council. Based on Mr. Bradbury’s prior experience in senior management positions at Amylin, including in the areas of sales and marketing and operations, and his service on other boards of directors, the Board believes Mr. Bradbury has the appropriate set of skills to serve as a member of our Board. He received a Bachelor of Pharmacy from Nottingham University and a Diploma in Management Studies from Harrow and Ealing Colleges of Higher Education.

Mr. Costa has served as a director since June 2009 and has served as Chairman of the Board of Amylin since August 2009. Mr. Costa has also served as a director of Macrogenics, Inc. since June 2009. Mr. Costa served as President and Chief Executive Officer of Novartis U.S. Corporation, a pharmaceutical and consumer health company, from October 2005 until August 2008. Previously, he served as Head of the Americas and President and Chief Executive Officer of Novartis Pharmaceutical Corporation from July 1999 to October 2005. Prior to joining Novartis, Mr. Costa worked at Johnson & Johnson for 30 years, where he served from 1993 to 1998 as President of Janssen Pharmaceutical. In 1998 he became Executive Vice President, Global Franchise Development and a member of Johnson & Johnson’s Group Operating Committee. Mr. Costa has held various sales and marketing positions and has over 20 years of general management experience, having launched in the U.S. market 10 pharmaceutical products in various therapeutic areas. Based on Mr. Costa’s diverse experience in the pharmaceutical industry, ranging from successful product development, launch and commercialization and his extensive senior management experience within the industry, the Board believes Mr. Costa has the appropriate set of skills to serve as a member of our Board. Mr. Costa earned his M.B.A. from Harvard Business School and is a graduate of the Sao Paulo School of Business Administration.

Mr. Adams has served as a director since October 2007 and serves as the chair of the Compensation and Human Resources Committee and on the Corporate Governance Committee. Since February 2010 he has served as President and Chief Executive Officer of Inspire Pharmaceuticals, Inc., a pharmaceutical company focused on developing and commercializing ophthalmic products, and as a member of Inspire’s board of directors. From March 2007, Mr. Adams served as President and, since May 2007, as Chief Executive Officer of Sepracor, Inc., a pharmaceutical company focused on central nervous system and respiratory therapies. From March 2007 to May 2007, Mr. Adams also served as Sepracor’s Chief Operating Officer. From January 2002 until March 2007,

Mr. Adams served as President and Chief Executive Officer of Kos Pharmaceuticals, Inc. and from April 2001 until January 2002 as President and Chief Operating Officer. Mr. Adams served as President and Chief Executive Officer of Novartis-UK from 1999 until his tenure began at Kos. For the previous seven years, he was with SmithKline Beecham Pharmaceuticals, last serving as President and Chief Executive Officer of the company’s Canadian subsidiaries. Previous assignments at SmithKline Beecham included Vice President and Director of Worldwide Marketing in the U.S.; and Director and Vice President of Sales and Marketing in the United Kingdom. Mr. Adams began his career at ICI Pharmaceuticals, where he rose from research laboratory assistant to Director of Sales and Marketing. Within the past five years Mr. Adams also served on the board of directors of Kos Pharmaceuticals, Inc. and Sepracor, Inc. Based on Mr. Adams senior management experience as a Chief Executive Officer and his service on other boards of directors in the biotechnology and pharmaceutical industries, including his experience in strategic planning, and sales and marketing, the Board believes Mr. Adams has the appropriate set of skills to serve as a member of our Board. He is a graduate of Manchester University in the United Kingdom with a Bachelor of Science degree.

Ms. Beck has served as a director since March 2007 and serves on the Audit Committee and the Compensation and Human Resources Committee. Ms. Beck is retired and has served as a director for Questar Corporation since October 1999 and Lexmark International, Inc. since April 2000. Within the past five years Ms. Beck also served on the board of directors of Albertsons, Inc., ICOS Pharmaceuticals and Textron, Inc. In addition, she serves as a member of the Board of Trustees of Intermountain Healthcare, The Nature Conservancy and the Nature Conservancy of Utah. From 1998 until her retirement in June 1999, Ms. Beck served as President of American Stores Company, and previously served as its Chief Financial Officer from 1993 to 1998. Prior to her appointment as Chief Financial Officer, Ms. Beck served in various finance and accounting related positions with American Stores from 1982 to 1993. Based on Ms. Beck’s service on other boards of directors and her extensive business, financial and accounting background, including her previous role as Chief Financial Officer at a publicly-held company, the Board believes Ms. Beck has the appropriate set of skills to serve as a member of our Board. Ms. Beck received a B.S. and an M.B.A. from the University of Utah.

Ms. Behrens has served as a director since June 2009 and serves on the Audit Committee and the Science and Technology Committee. From January 2003 to the present, Ms. Behrens has served as a consultant for RS Investments, an investment management and research firm, where she had been managing director from 1996 to 2002. From 2001 until January 2009, Ms. Behrens served as a member of the President’s Council of Advisors on Science and Technology where she was Chair of Council’s Subcommittee on Personalized Medicine. From 1997 to 2005, Ms. Behrens was also a director of the Board of Science, Technology and Economic Policy for the National Research Council and was a member of the Institute of Medicine Committee on New Approaches to Early Detection and Diagnosis of Breast Cancer. Within the past five years Ms. Behrens also served on the board of directors of AVI Biopharma, Inc. and Abgenix, Inc. Based on Ms. Behrens’ extensive financial service background and experience in the biotechnology industry, including her service on many biotechnology company boards of directors, the Board believes Ms. Behrens has the appropriate set of skills to serve as a member of our Board. Ms. Behrens received a Ph.D. in Microbiology from the University of California, Davis.

Mr. Clark has served as a director since June 2009 and serves on the Risk Management and Finance Committee. Mr. Clark has served as an operating partner of Genstar Capital, a private equity investment firm, since July 2007. Prior to joining Genstar, he served as a director, Chief Executive Officer and President of Icos Corporation, a biotechnology company that was engaged in the development and commercialization of various therapeutic products, from June 1999 until January 2007 and as Chairman of the Board of Directors of Icos from February 2000 to January 2007. From 1984 to December 1998, Mr. Clark worked in various capacities for Abbott Laboratories, including running Abbott’s pharmaceutical business, retiring from Abbott as Executive Vice President and as a board member. Prior to joining Abbott, he served as Vice President in sales and marketing positions with Marion Laboratories from 1983 to 1984 and in various sales, marketing and operations positions at Sandoz Pharmaceuticals from 1973 to 1983. He currently serves on the board of directors for Agilent Technologies, Inc., Catalent Pharma Solutions, Harlan Labs, Talecris Biotherapeutics, Inc. and is on the Board of Overseers of the Amos Tuck School, Dartmouth College. Based on Mr. Clark’s experience in the pharmaceutical

and biotechnology industries, including his experience serving in senior management positions, sales and marketing positions and his experience leading companies in drug discovery, development and commercialization, the Board believes Mr. Clark has the appropriate set of skills to serve as a member of our Board. Mr. Clark received his M.B.A. from Dartmouth College and his B.S. in finance from the University of Alabama.

Mr. Denner has served as a director since June 2009 and serves on the Risk Management and Finance Committee and the Science and Technology Committee. Since August 2006, Mr. Denner has served as Managing Director of entities affiliated with Carl C. Icahn including various private investment funds. From April 2005 to May 2006, Mr. Denner served as a portfolio manager for Viking Global Investors. Previously, he served in a variety of roles at Morgan Stanley, beginning in 1996, including as a portfolio manager of healthcare and biotechnology mutual funds. He is currently a director of Biogen Idec and Enzon Pharmaceuticals, Inc. Within the past five years Mr. Denner also served as a director at ImClone Systems, Incorporated and Adventrx Pharmaceuticals, Inc. Based on Mr. Denner’s previous financial experience as a portfolio manager of healthcare and biotechnology mutual funds and his service on the board of directors of other biopharmaceutical companies, the Board believes Mr. Denner has the appropriate set of skills to serve as a member of our Board. Mr. Denner received an S.B degree from the Massachusetts Institute of Technology and an M.S., M.Phil., and Ph.D. degrees from Yale University.

Ms. Eastham has served as a director since September 2005 and serves as the chair of the Audit Committee and on the Compensation and Human Resources Committee. From May 2004 to September 2008 she served as Executive Vice President and Chief Operating Officer, and as a member of the Board of Trustees of the Burnham Institute for Medical Research, a non-profit corporation engaged in basic biomedical research. From April 1999 to May 2004, Ms. Eastham served as Senior Vice President, Finance, Chief Financial Officer, and Secretary of Diversa Corporation. She previously held similar positions with CombiChem, Inc., a computational chemistry company, and Cytel Corporation, a biopharmaceutical company. Ms. Eastham also held several positions, including Vice President, Finance, at Boehringer Mannheim Corporation, from 1976 to 1988. Ms. Eastham also serves as a director for Illumina, Inc. Genoptix, Inc., and Trius Therapeutics, Inc. Within the past five years Ms. Eastham also served as director of SGX Pharmaceuticals, Inc. and Geron, Inc. Based on Ms. Eastham’s extensive senior management experience in the biopharmaceutical industry, particularly in key corporate finance and accounting positions, and her service on other boards of directors, the Board believes Ms. Eastham has the appropriate set of skills to serve as a member of our Board. Ms. Eastham received a B.S. and an M.B.A. from Indiana University and is a Certified Public Accountant and a Certified Director.

Dr. Gavin has served as a director since December 2005 and serves as Chair of the Corporate Governance Committee and on the Science and Technology Committee. Dr. Gavin has been Chief Executive Officer & Chief Medical Officer of Healing Our Village, Inc., a health communications corporation, since July 2007. From January 2006 to July 2007, he served as President and Chief Executive Officer of MicroIslet, Inc., a biotechnology company focused on transplantation therapy for patients with diabetes, and from January 2005 to January 2006, he served as Executive Vice President for Clinical Affairs for Healing Our Village, Inc. He was President of the Morehouse School of Medicine from June 2002 to December 2004. He also serves as Clinical Professor of Medicine, Emory University School of Medicine and Clinical Professor of Medicine at the Indiana University School of Medicine. Dr. Gavin is a member of the board of directors of Baxter International Inc. Within the past five years Dr. Gavin served as a director of Nuvelo, Inc. Dr. Gavin was Chairman of the board of directors of Equidyne Corporation from August 2001 to 2003. From 1991 to 2002, Dr. Gavin was a Senior Scientific Officer of the Howard Hughes Medical Institute. From October 2003 until October 2006, he served as National Chairman of the National Diabetes Education Program. Dr. Gavin has received numerous civic and academic awards and honors, including his “Living Legend in Diabetes Award” in 2009 from the American Association of Diabetes Educators. Based on his medical background, including his significant diabetes research and clinical expertise, his previous leadership positions with the American Diabetes Association and the National Diabetes Education Program, and his senior management and board service with other companies, the Board believes Dr. Gavin has the appropriate set of skills to serve as a member of our Board. He received his B.S. in Chemistry at Livingstone College, a Ph.D. in Biochemistry at Emory University and an M.D. at Duke University Medical School.

Dr. Skyler has served as a director since August 1999 and serves as the chair of the Science and Technology Committee. He is Professor of Medicine, Pediatrics and Psychology, in the Division of Endocrinology Diabetes and Metabolism; and Associate Director for Academic Programs at the Diabetes Research Institute; all at the University of Miami Miller School of Medicine in Florida, where he has been employed since 1976. He is also Study Chairman for the National Institute of Diabetes & Digestive & Kidney Diseases of the Type 1 Diabetes TrialNet clinical trial network, and serves on the board of directors of DexCom, Inc., and various private companies. Dr. Skyler has served as President of the American Diabetes Association and as Vice President of the International Diabetes Federation. Dr. Skyler serves on the editorial board of several diabetes and general medicine journals and the advisory panel of several pharmaceutical companies. Based on his medical background, including his significant diabetes expertise, his previous leadership positions with the American Diabetes Association and the International Diabetes Foundation, and his extensive background in the area of diabetes education and research, the Board believes Dr. Skyler has the appropriate set of skills to serve as a member of our Board. He received his B.S. from the Pennsylvania State University, his M.D. from Jefferson Medical College, and completed postdoctoral studies at Duke University Medical Center.

Mr. Sullivan has served as a director since September 2003 and serves on the Corporate Governance Committee and as the chair of the Risk Management and Finance Committee. Mr. Sullivan is currently Chairman of the Board of Advisors of RAND Health and is the former Chairman of the Board of Advisors of the UCLA Medical Center. From 2000 to 2003, Mr. Sullivan served as Chairman, Chief Executive Officer and a director of Protocare, Inc. From 1993 until November 1999, he served as Chairman, Chief Executive Officer and a director of American Health Properties, Inc. For the previous twenty years, Mr. Sullivan was an investment banker with Goldman Sachs. Mr. Sullivan currently serves on the board of directors of CIGNA Corporation (NYSE, a global health services organization), Cymetrix Corporation, HCP, Inc. (NYSE, a real estate investment trust) and MPG Office Trust, Inc. (NYSE, a real estate investment trust). Based on his previous experience as an investment banker, particularly his extensive background in corporate finance and capital raising, his service on other boards of companies within the healthcare industry and other industries, and his healthcare policy leadership position as Chairman of the Board of Advisors of RAND Healthcare, the Board believes Mr. Sullivan has the appropriate set of skills to serve as a member of our Board. Mr. Sullivan received his M.B.A. from the Harvard Graduate School of Business Administration and his J.D. from the University of Minnesota Law School.

Background of Executives Not Listed Above

The following is biographical information as of March 31, 2011 for each of our executives not listed above.


Name	Age		Position
Mark G. Foletta		50	Senior Vice President, Finance and Chief Financial Officer
Mark J. Gergen		48	Senior Vice President, Corporate Development
Orville G. Kolterman, M.D.		63	Senior Vice President, Chief Medical Officer
Harry J. Leonhardt		54	Vice President, Legal and Corporate Governance, and Secretary
Marcea Bland Lloyd		62	Senior Vice President, Government and Corporate Affairs, and General Counsel
Roger Marchetti		53	Senior Vice President, Human Resources and Information Management
Paul G. Marshall		51	Senior Vice President, Operations
Vincent P. Mihalik		60	Senior Vice President, Sales and Marketing, and Chief Commercial Officer
Lloyd A. Rowland		54	Vice President, Chief Compliance Officer
Christian Weyer, M.D.		42	Senior Vice President, Research & Development

Mr. Foletta has served as Senior Vice President, Finance and Chief Financial Officer since March 2006 and he previously served as Vice President, Finance and Chief Financial Officer from March 2000 to March 2006.

Mr. Foletta previously served as a Principal of Triton Group Management, Inc. from 1997 to 2000. From 1986 to 1997, Mr. Foletta held a number of management positions with Intermark, Inc. and Triton Group Ltd., the most recent of which was Senior Vice President, Chief Financial Officer and Corporate Secretary. From 1982 to 1986, Mr. Foletta was with Ernst & Young, most recently serving as an Audit Manager. He is a director of Anadys Pharmaceuticals, Inc. Mr. Foletta received a B.A. in Business Economics from the University of California, Santa Barbara. He is a Certified Public Accountant and a member of the Financial Executives Institute.

Mr. Gergen has served as Senior Vice President, Corporate Development since August 2006 and previously served as Vice President of Business Development from May 2005 to August 2006. Prior to joining us, Mr. Gergen was an independent consultant to biotech and medical technology companies for strategy, financing and corporate development. From 2003 to 2005, Mr. Gergen was Executive Vice President at CardioNet, Inc. He held various positions at Advanced Tissue Sciences, Inc. from 2000 to 2003 most recently as Chief Restructuring Officer and Acting Chief Executive Officer. He also served as Senior Vice President, Chief Financial and Development Officer, and Vice President, Development, General Counsel and Secretary. From 1999 to 2000, Mr. Gergen was employed at Premier, Inc. and from 1994 to 1999 he held various positions with Medtronic, Inc. From 1990 to 1994 he held various legal and corporate development positions at Jostens, Inc. and from 1986 to 1990, he practiced law at various law firms. Mr. Gergen serves on the Board of Directors of a privately held company. Mr. Gergen received a B.A. in Administration from Minot State University and a J.D. from the University of Minnesota Law School.

Dr. Kolterman has served as Senior Vice President, Chief Medical Officer since June, 2010 and previously served as Senior Vice President, Research and Development from June 2008 to June 2010. He served as Senior Vice President, Development from March 2008 to May 2008. He also served as Senior Vice President, Clinical and Regulatory Affairs from August 2005 to March 2008, Senior Vice President, Clinical Affairs from February 1997 to August 2005, Vice President, Medical Affairs from 1993 to 1997, and Director, Medical Affairs from 1992 to 1993. From 1983 to 1992, he was Program Director of the General Clinical Research Center and Medical Director of the Diabetes Center at the University of California, San Diego Medical Center. Since 1989, he has been Adjunct Professor of Medicine at the University of California, San Diego. From 1978 to 1983, he was Assistant Professor of Medicine in the Endocrinology and Metabolism Division at the University of Colorado School of Medicine, Denver. He was a member of the Diabetes Control and Complications Trial Study Group and presently serves as a member of the Epidemiology of Diabetes Intervention and Complications Study. He is also a past-president of the California Affiliate of the American Diabetes Association. Dr. Kolterman received his M.D. from Stanford University School of Medicine.

Mr. Leonhardt has served as our Vice President, Legal, Corporate Governance and Secretary since June 2010 and served as Vice President Legal, Deputy General Counsel from October 2008 to June 2010. He previously served as our Vice President, Chief Intellectual Property Counsel since September 2007. Prior to joining us, Mr. Leonhardt served as Senior Vice President, General Counsel and Corporate Secretary of Senomyx, Inc., a company focused on supplying ingredients to the food and beverage industry, from September 2003 to September 2007. From February 2001 to September 2003 Mr. Leonhardt was Executive Vice President, General Counsel and Corporate Secretary of Genoptix, Inc. and from July 1996 to November 2000 he served as Vice President and then Senior Vice President, General Counsel and Corporate Secretary of Nanogen, Inc. From January 1990 through June 1996 Mr. Leonhardt served in various legal and management capacities at Allergan, Inc. Prior to that Mr. Leonhardt was an attorney with Lyon & Lyon LLP in Los Angeles where he represented a number of pharmaceutical, biotechnology and consumer products companies. He also serves as a Special Master through the California State Bar. Mr. Leonhardt received his B.S. in Pharmacy from the University of the Sciences and his J.D. from the University of Southern California School of Law.

Ms. Lloyd has served as our Senior Vice President, Government and Corporate Affairs and General Counsel since June 2008 and served as Senior Vice President, Legal and Corporate Affairs, and General Counsel from February 2007 to June 2008. Prior to joining us, Ms. Lloyd served as Group Senior Vice President, Chief Administrative Officer, General Counsel and Secretary of VHA Inc., a network of healthcare systems and

physicians, from November 2004 to February 2007. Previously, she served as VHA’s General Counsel and Secretary from May 1999 to November 2004. From 1993 to April 1999, Ms. Lloyd was Vice President and Assistant General Counsel of Medtronic Inc. and served as Medtronic’s Assistant General Counsel from 1991 to 1993. From 1978 to 1991, Ms. Lloyd held various legal positions with Medtronic. Prior to joining Medtronic, Ms. Lloyd served as counsel to Pillsbury Company and Montgomery Ward & Co. and she taught Business Law at the University of Minnesota Business School. Ms. Lloyd is immediate past Chairperson of the Executive Leadership Foundation, a member of the board of directors for California Healthcare Institute and is an associate of the Women Business Leaders of the United States Health Care Industry Foundation. She received a B.S./B.A. from Knox College and a J.D. from Northwestern University.

Mr. Marchetti has served as our Senior Vice President, Human Resources and Information Management since July 2007 and previously served as Senior Vice President, Human Resources and Corporate Services from October 2005 to July 2007. Prior to joining us, he served as Vice President, Human Resources for Guidant Corporation from July 2002 to October 2005. Prior to this role, he served as Vice President, Finance and Information Systems, Guidant Europe, Middle East, Africa, and Canada, since the beginning of 2001. From 1999 through 2000, he served as Vice President, Human Resources for Guidant’s Vascular Intervention group, and served as Guidant’s Corporate Controller and Chief Accounting Officer from 1994 to 1999. He joined Eli Lilly and Company’s Medical Devices and Diagnostics division in 1988. In 1992, he became Financial Manager of Lilly’s pharmaceutical manufacturing operations in Indianapolis. From 1980 to 1986, he was with Touche Ross & Co. (currently Deloitte & Touche). He received a B.S. from LaSalle University in Philadelphia and his M.B.A. from the Ross School of Business at the University of Michigan. He is a Certified Public Accountant.

Mr. Marshall has served as Senior Vice President, Operations since December 2008. He previously served as Vice President Operations from December 2006 to December 2008. Prior to joining us, he was Vice President of Corporate Manufacturing at Amgen, Inc., a biotechnology company focused on developing and delivering human therapeutics. From 2002 to 2005, Mr. Marshall served as President of Manufacturing at Recombinant Proteins at the Bioscience Division of Baxter International. From 1999 to 2002, he was Site Head of the Baxter International Thousand Oaks facility. He joined Creative BioMolecules in 1992, first as Head of Process Development and Clinical Manufacturing and then as Head of Operations. From 1988 to 1992, Mr. Marshall held various management positions with Welgen Manufacturing Partnership (now Amgen, Rhode Island), Repligen Corporation and Damon Biotech. Mr. Marshall received a B.S. and an M.S. in Biology from the University of Massachusetts at Dartmouth and completed three years of post-graduate work concentrating in hematology and coagulation research at Brown University.

Mr. Mihalik has served as Senior Vice President, Sales and Marketing and Chief Commercial Officer since January 2009. Mr. Mihalik has over 30 years of experience across multiple commercial roles. Before joining us, Mr. Mihalik served as Vice President of Global Brand Development Diabetes and Endocrine Platform Team Leader for Lilly since 2004. Previously, he was Business Unit Head of Diabetes Care for Lilly U.S. from 2001 to 2004. From 1990 to 2001 he served in various senior management positions at other healthcare companies including Senior Vice President and General Manager for Lab Systems and Molecular Biochemical at Roche Diagnostics Corporation, President, Diabetes Care North America at Boehringer Mannheim Group and President, Scientific Products Biomedical and General Manager, Pandex Diagnostic Research and Development Center for Baxter Healthcare Inc. He has a B.S. degree in Biology from the Pennsylvania State University and completed the Northwestern University Masters in Management-Executive Program.

Mr. Rowland has served as our Vice President, Chief Compliance Officer since June, 2010. He previously served as Vice President, Governance and Compliance, Secretary, and Chief Compliance Officer from February 2007 to June 2010 and as Vice President, Legal, Secretary and General Counsel from September 2001 to February 2007. Prior to joining us, Mr. Rowland served in various positions at Alliance Pharmaceutical Corp., including as Vice President, General Counsel and Secretary, beginning in 1993. Earlier, Mr. Rowland served as Vice President and Senior Counsel, Finance and Securities, at Imperial Savings Association for four years. For the previous eight years, he was engaged in the private practice of corporate law with the San Diego, California

law firm of Gray, Cary, Ames & Fry, and the Houston, Texas law firm of Bracewell & Patterson. He received a J.D. from Emory University.

Dr. Weyer has served as Senior Vice President, Research and Development since June 2010, and previously served as Vice President, Medical Development from September 2009 to June 2010. He previously served as Vice President of Corporate Development for Diabetes and Obesity from August 2008 to September 2009. Dr. Weyer has held leadership positions in Research, Clinical Development, Corporate Development, and Medical Affairs since joining Amylin in January 2001. Prior to joining us, Dr. Weyer was a Visiting Fellow with the National Institutes of Health, NIDDK, in Phoenix, AZ from 1997-2000, where he conducted clinical research on the pathophysiology of obesity and type 2 diabetes in Pima Indians. He received his MD and clinical training at the Dept. of Metabolic Disorders, WHO Collaborating Center for Diabetes Treatment and Prevention, at the University of Düsseldorf, Germany. Dr. Weyer also holds a postdoctoral master’s degree in advanced clinical research from the University of California, San Diego, and currently serves on the program’s advisory board.

Independence of the Board of Directors and its Committees and Corporate Governance

As required under NASDAQ Stock Market listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board. Our Board of Directors consults with our counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in applicable NASDAQ listing standards, as in effect from time to time.

Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family members, and Amylin, our senior management and our independent auditors, our Board of Directors has affirmatively determined that each of Mr. Adams, Ms. Beck, Ms. Behrens, Mr. Clark, Mr. Costa, Mr. Denner, Ms. Eastham, Dr. Gavin, Dr. Skyler, and Mr. Sullivan are independent directors within the meaning of the applicable NASDAQ listing standards. Our Board of Directors has determined that Mr. Bradbury, our President and Chief Executive Officer, does not qualify as an independent director within the meaning of the applicable NASDAQ listing standards because he is an employee of the company. Relationships reviewed by our Board in making its independence determinations include: Mr. Bradbury’s and Ms. Eastham’s service together on another public company board of directors and Mr. Denner’s status as an employee of Icahn Capital LP, which currently owns over 5% of our total common shares outstanding.

As required under applicable NASDAQ Stock Market listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. All of the committees of our Board of Directors, with the exception of the Risk Management and Finance Committee, are comprised entirely of directors determined by the Board to be independent within the meaning of the applicable NASDAQ listing standards. The Risk Management and Finance Committee is not subject to any independence requirements. In addition, all members of the Compensation and Human Resources Committee are outside directors as defined by Rule 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and are non-employee directors as defined by Rule 16b-3 promulgated by the SEC under the Securities Exchange Act of 1934, as amended.

The Board, upon the recommendation of the Corporate Governance Committee, has adopted Corporate Governance Guidelines, a copy of which can by found on the corporate governance section of our web site, www.amylin.com . These Guidelines are intended to enhance the functioning of the Board and its committees, promote the interests of our stockholders and establish a common set of expectations as to how the Board, its various committees and individual directors should perform their functions. In particular, the Guidelines set forth the practices the Board will follow with respect to: meetings of the Board and its committees; composition of the Board and its committees; director compensation; the selection of the Chairman of the Board, our directors and our Chief Executive Officer; management succession; expectations of directors; and evaluation of the Board’s, each committee’s and each director’s performance.

Leadership Structure and Risk Oversight Function of the Board of Directors

The leadership structure of our Board currently consists of an independent Chairman of the Board who oversees the Board meetings and works with our chief executive office to establish meeting agendas. Our Chairman, Mr. Costa, does not serve as our principal executive officer as we believe this structure enhances the independence of our Board. As noted above, our Chief Executive Officer, Mr. Bradbury, is the only member of our Board who has not been deemed to be independent by the Board. Further, our Corporate Governance Guidelines provide that if the Chairman of the Board is ever deemed to be not independent, the Board shall elect a lead independent director to preside over executive sessions of the Board’s independent directors. The Board committees are chaired by independent directors, each of whom reports to the full Board on the activities and decisions made by the committees at Board meetings. We believe this leadership structure helps facilitate efficient decision-making and communication among our directors and fosters efficient Board functioning at regularly scheduled meetings.

Our management is primarily responsible for managing the risks we face in the ordinary course of operating our business. The Board actively oversees potential risks and our risk management activities by receiving operational and strategic presentations from management which include discussions of key risks to our business. In addition, the Board has delegated risk oversight to each of its key committees within their areas of responsibility. For example, the Audit Committee assists the Board in its risk oversight function by reviewing and discussing with management our system of disclosure controls and our internal controls over financial reporting, and risks associated with our cash investment policies. The Corporate Governance Committee assists the Board in its risk oversight function by periodically reviewing and discussing with management important compliance and quality issues. The Compensation and Human Resources Committee assists the Board in its risk oversight function by overseeing strategies with respect to our incentive compensation programs and key employee retention issues. In addition, the Risk Management and Finance Committee oversees enterprise risk management. We believe our Board leadership structure facilitates the division of risk management oversight responsibilities among the Board committees and enhances the Board’s efficiency in fulfilling its oversight function with respect to different areas of our business risks and our risk mitigation practices.

Information Regarding the Board of Directors and its Committees

Our Board of Directors has an Audit Committee, a Compensation and Human Resources Committee, a Corporate Governance Committee, a Risk Management and Finance Committee and a Science and Technology Committee. Each committee operates pursuant to a written charter, copies of which can be found on the corporate governance section of our web site, www.amylin.com . Each of our Board committees is required to perform an annual self-performance evaluation, which evaluation includes an evaluation of each director’s service on the board and a comparison of the performance of such committee with the requirements of its charter. The performance evaluation also includes a recommendation to the Board of any improvements to the committee’s charter deemed necessary or desirable by such committee. The Board and each of our Board committees has the full power and authority to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or our management.

The following is membership and meeting information for each of our committees during the year ended December 31, 2010, as well as a description of each committee and its functions.

Name

Audit
Committee

Compensation and
Human Resources
Committee

Corporate
Governance
Committee

Risk
Management
and
Finance
Committee

Science and
Technology
Committee

Adrian Adams(1)

Steven R. Altman(2)

Teresa Beck

M. Kathleen Behrens, Ph.D.

Daniel M. Bradbury

Paul N. Clark

Alexander Denner, Ph.D.

Karin Eastham

James R. Gavin III, M.D., Ph.D.

Jay S. Skyler, M.D., MACP

Joseph P. Sullivan

Total meetings in fiscal year 2010

*	Current Committee Chairperson

1	Has served on Corporate Governance Committee since April 2010.

2	Served on this committee until April 2010.

Audit Committee

The Audit Committee has been established in accordance with Section 3 of the Securities and Exchange Act of 1934, as amended, and reviews our corporate accounting and financial reporting process on behalf of the Board. The Audit Committee has the sole authority to appoint, retain or terminate our independent auditors; approves in advance all audit and permissible non-audit services to be provided to us by our independent auditors; oversees the independence of our independent auditors; evaluates our independent and internal auditors’ performance; oversees and evaluates management’s assessment of the effectiveness of internal control over financial reporting as of the end of each fiscal year; oversees and evaluates our accounting and financial controls; receives and considers our independent auditors’ comments as to accounting and financial controls; discusses with management and our independent auditors the results of the annual audit and our annual financial statements; discusses with management and our independent auditors, as applicable, the results of our independent auditors’ interim review of our quarterly financial statements, as well as our earnings press releases; and approves all related-party transactions that are required to be disclosed by applicable laws, rules or regulation.

Our Board of Directors has determined that each of Ms. Beck, Ms. Behrens and Ms. Eastham qualify as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of the directors’ knowledge and experience based on a number of factors, including their formal education and prior work experience. Each Audit Committee member is independent as defined in applicable NASDAQ listing standards and SEC regulations.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee, or the Compensation Committee, assists the Board in fulfilling its responsibilities in connection with the compensation of our directors, officers, employees and certain consultants. It performs this function by establishing and overseeing the administration of our compensation policies for our senior management; reviewing and approving strategies for attracting, developing and motivating management and employees; recommending to the Board the approval of compensation plans and programs,

including various incentive compensation, retirement and other benefit plans; and administering or overseeing approved plans or programs. The Compensation Committee also develops a succession plan for our Chief Executive Officer and other key executives and produces an annual report with respect to the Compensation Discussion and Analysis included in this proxy statement. To the extent permitted under Delaware General Corporate Law, the Compensation Committee has the authority to delegate its duties and responsibilities to subcommittees as it deems necessary and advisable.

The Compensation Committee has retained Radford, a division of Aon Consulting, as an independent consultant to provide advice on matters related to executive and board compensation and evaluating executive compensation programs. The consultant reports to and acts at the direction of the Compensation Committee. Either the Compensation Committee or its designee, the Senior Vice President, Human Resources and Information Management, instruct the consultant with respect to its duties. These duties include preparing competitive compensation analyses and assisting the Compensation Committee with identifying and selecting our group of peer companies listed in the Compensation Discussion and Analysis. The consultant also regularly participates in Compensation Committee meetings and advises the Compensation Committee with respect to compensation trends and prevalent practices. Along with the consultant, our Chief Executive Officer and our Senior Vice President, Human Resources and Information Management, assist the Compensation Committee in reaching compensation decisions with respect to the Named Executive Officers other than themselves.

In our last completed fiscal year, we paid the consultant approximately $73,000 to advise the Compensation Committee regarding the amount and form of executive and director compensation. We also paid the consultant for travel expenses, and for other requests for their services such as subscription fees for compensation, benefit and benchmark surveys we purchase from the consultant and for valuation support to facilitate our accounting for stock-based compensation totaling approximately $20,000. The consultant is a division of Aon Consulting. During our last completed fiscal year, we paid affiliates of Aon approximately $225,000 for product liability insurance commissions and for service fees paid in connection with our self-insurance program. The decision to engage the compensation consultant and its affiliate for these additional services was made by management and, due to the nature of the services provided, was not approved by the Compensation Committee or the Board.

In consultation with the Board, the Compensation Committee conducts annual reviews of the performance of our Chief Executive Officer and establishes his compensation. The Compensation Committee also reviews and makes recommendations to the full Board with respect to director compensation. In consultation with management, the Compensation Committee recommends to the Board annual corporate objectives to serve as guidance in making awards under our cash bonus plans and makes recommendations to the Board regarding our overall achievement of those objectives. Additional information regarding the Compensation Committee can be found in the Compensation Discussion and Analysis. Each Compensation Committee member is independent as defined in applicable NASDAQ listing standards and SEC regulations.

Corporate Governance Committee

The Corporate Governance Committee administers the process for determining the selection of candidates for the Board; assesses the composition, operations and performance of the Board and the performance and independence of each director; periodically reviews and assesses our corporate governance guidelines and their application and recommends any changes deemed appropriate to the Board for its consideration; oversees and administers our corporate governance functions on behalf of the Board; oversees and administers compliance matters to the extent such activities are not delegated to other committees; recommends any changes considered appropriate in the authority, operations, charter, number or membership of the Board or any committee; evaluates the need and, if necessary, develops and institutes a plan or program for the continuing education of our directors; and oversees and reviews with management and the Board the adequacy of, and monitors compliance with, our Code for Shared Business Conduct and related conduct and ethics policies. In addition to its Board nominating role, the Corporate Governance Committee assists the Board in working to assure that Amylin operates with proper corporate governance principles and practices.

The Corporate Governance Committee is responsible for determining the Board’s slate of director nominees for election to our Board and the individuals to fill vacancies on our Board occurring between annual meetings of stockholders. The Corporate Governance Committee will, at least on an annual basis, consider the mix of skills and experience that the then-current directors bring to the Board to assess whether the Board has the necessary membership and resources to perform its oversight function effectively. The qualifications of any non-incumbent director candidates brought to the attention of the Corporate Governance Committee by directors, management, stockholders or third parties will be evaluated from time to time in light of the Corporate Governance Committee’s determination of the Board’s needs, and under the same criteria as set forth below. Stockholders wishing to suggest candidates to the Corporate Governance Committee for consideration as directors must submit a written notice to our Board, who will provide it to the Corporate Governance Committee. The address for our Board can be found in this proxy statement under the caption “Stockholder Communications with the Board of Directors” or in the corporate governance section of our website at www.amylin.com . Our Bylaws set forth the procedures a stockholder must follow to nominate candidates for director. Certain elements of these procedures are described in this proxy statement under the caption “When are stockholder proposals due for next year’s annual meeting?” The Corporate Governance Committee does not distinguish between nominees suggested by stockholders and other nominees.

In evaluating the suitability of potential candidates for Board membership, the Corporate Governance Committee takes into account many factors, including whether the potential nominee meets requirements for independence; the individual’s personal qualities and characteristics, accomplishments and reputation in the business community; the potential candidate’s current knowledge and contacts in the communities in which Amylin does business and in Amylin’s industry or other industries relevant to Amylin’s business; the individual’s ability and willingness to commit adequate time to Board and committee matters; and the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective and responsive to the needs of Amylin. The Board has adopted Corporate Governance Guidelines stating that the Corporate Governance Committee will consider the need for the Board to have a diversity of viewpoints, background, experience and other factors when considering nominees to serve on the Board. The Corporate Governance Committee annually reviews each director’s skills and areas of expertise in addition to their diverse backgrounds and experiences in order to recommend a slate of directors that has the requisite skills and diversity of viewpoints required to effectively fulfill the duties and responsibilities of our Board. The Corporate Governance Committee has not established any specific minimum qualification standards for nominees to the Board. Each Corporate Governance Committee member is independent as defined in applicable NASDAQ listing standards and SEC regulations.

Risk Management and Finance Committee

The Risk Management and Finance Committee assists the Board in matters relating to our capital-raising and other financing activities and other risk management activities. The Risk Management and Finance Committee considers the ongoing financing needs of Amylin; considers alternative financing mechanisms available to Amylin; makes recommendations to the Board regarding the implementation of appropriate financing mechanisms; and undertakes any other duties or responsibilities expressly delegated to the Risk Management and Finance Committee by the Board from time to time. The Risk Management and Finance Committee charter requires that it consists of at least three directors, one of whom shall be our Chief Executive Officer.

Science and Technology Committee

The Science and Technology Committee assists the Board in fulfilling its oversight responsibilities relating to: (i) our research and development and technology strategies and initiatives; (ii) significant trends in science and technology and the potential impact of such trends on our business and operations; and (iii) ongoing protection of our intellectual property and oversight of lifecycle management strategies. The Science and Technology Committee periodically reviews, evaluates and reports to the Board on our pipeline of research and development programs and our research and development strategies and goals. The Science and Technology

Committee charter requires that the committee be comprised of at least two directors and that a majority of the committee must have scientific research or drug development expertise.

Meetings of the Board of Directors and Board and Committee Member Attendance

Our Board of Directors met seven times during 2010. Each incumbent Board member attended seventy-five percent or more of the aggregate of the meetings of the Board and of the committees on which he or she served that were held during the period for which he or she served as a director.

Stockholder Communications with the Board of Directors

Stockholders who wish to communicate with the Board may do so by writing to the Board of Directors, Attn: Corporate Secretary, 9360 Towne Centre Drive, San Diego, California 92121. The Corporate Governance Committee has established procedures for the handling of communications from stockholders and directed our Corporate Secretary to act as their agent in processing any communications received. Concerns relating to our accounting controls or auditing matters will be referred to the Chair of the Audit Committee. All communications that relate to matters that are within the scope of responsibilities of the Board and its committees are to be forwarded by our Corporate Secretary to our independent directors. Communications that relate to matters that are within the responsibility of one of our Board committees are also to be forwarded by our Corporate Secretary to the chair of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities are to be sent to the appropriate member of management. Solicitations, junk mail and obviously frivolous or inappropriate communications are not to be forwarded, but will be made available to any non-management director who wishes to review them.

C ODE O F B USINESS C ONDUCT A ND E THICS

We have adopted a Code for Shared Business Conduct that applies to all of our officers, directors and employees. The Code for Shared Business Conduct is available on our website at www.amylin.com . If we make any substantive amendments to the Code for Shared Business Conduct or grant any waiver from a provision of the Code for Shared Business Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website, as well as via any other means then required by NASDAQ listing standards or applicable law.

P ROPOSAL 2

R ATIFICATION O F S ELECTION O F I NDEPENDENT R EGISTERED P UBLIC A CCOUNTING F IRM

The Audit Committee of our Board of Directors has engaged Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011, and is seeking ratification of such selection by our stockholders at the annual meeting. Ernst & Young LLP has audited our financial statements since our inception in 1987. Representatives of Ernst & Young LLP are expected to be present at the annual meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Ernst & Young LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Amylin and our stockholders.

To be approved, the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm must receive a “For” vote from the majority of shares present and entitled to vote either in person or by proxy. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes will be counted towards a quorum, but will not be counted for any purpose in determining whether this matter has been approved.

Independent Registered Public Accounting Firm’s Fees and Services

The following table provides information regarding the fees billed to us by Ernst & Young LLP for the fiscal years ended December 31, 2010 and 2009. All fees described below were pre-approved by the Audit Committee.


	Fiscal Year Ended December 31,
	2010		2009
Audit Fees(1)	$	710,760	$	816,691
Audit-related Fees(2)		25,000		33,520
Tax Fees		-0-		-0-
All Other Fees		-0-		-0-

Total Fees	$	735,760	$	850,211

(1)	Represents fees for services rendered for the audit and/or reviews of our financial statements. Also includes fees for services associated with SEC registration statements, periodic reports and other documents filed with the SEC.

(2)	Represents fees for consultations on the implementation of new accounting standards. Also represents fees for services rendered in connection with various strategic relationship transactions.

Pre-Approval Policies and Procedures

Our Audit Committee charter provides that the Audit Committee will pre-approve all audit and permissible non-audit services to be provided to us by our independent auditors. The Audit Committee pre-approved all audit or non-audit services provided by our independent registered public accounting firm during 2010.

The Audit Committee has determined that the rendering of the services other than audit services by Ernst & Young LLP is compatible with maintaining Ernst & Young LLP’s independence.

T HE B OARD O F D IRECTORS R ECOMMENDS A V OTE FOR T HE R ATIFICATION O F T HE S ELECTION O F E RNST & Y OUNG LLP A S O UR I NDEPENDENT R EGISTERED P UBLIC A CCOUNTING F IRM F OR T HE F ISCAL Y EAR E NDING D ECEMBER 31, 2011.

S ECURITY O WNERSHIP O F C ERTAIN B ENEFICIAL O WNERS A ND M ANAGEMENT

The following table provides information regarding the beneficial ownership of our common stock as of April 1, 2011, except where indicated, by: (i) each of our directors, (ii) each of our Named Executive Officers, (iii) all of our directors and executive officers as a group and (iv) each person, or group of affiliated persons, known by us to beneficially own more than five percent of our common stock. The table is based upon information supplied by our officers, directors and principal stockholders and a review of Schedules 13D and 13G and Forms 13F-HR, if any, filed with the SEC. Unless otherwise indicated in the footnotes to the table and subject to community property laws where applicable, we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned.

Applicable percentages are based on 145,775,806 shares outstanding on April 1, 2011, adjusted as required by rules promulgated by the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable on May 31, 2011, which is 60 days after April 1, 2011. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.


	Beneficial Ownership
Beneficial Owner(1)	Number of Shares		Shares Issuable Pursuant to Options Exercisable Within 60 Days of April 1, 2011		Percent of Total
FMR LLC(2) 82 Devonshire Street Boston, MA 02109		21,584,936		—		14.6	%

Wellington Management Company, LLP(3) 280 Congress Street Boston, MA 02210		17,615,777		—		12.1	%

Icahn Capital LP(4) 767 Fifth Avenue, 47 ^th Floor New York, NY 10153		14,381,925		—		9.9	%

The Bank of New York Mellon Corporation(5) One Wall Street, 31 ^st Floor New York, NY 10286		8,112,755		—		5.6	%

Adrian Adams		72,000		72,000		*
Teresa Beck(6).		89,000		84,000		*
M. Kathleen Behrens, Ph.D.		34,375		34,375		*
Daniel M. Bradbury(7)		1,642,276		1,544,125		1.1	%
Paul N. Clark(8)		36,283		34,375		*
Paulo F. Costa		34,375		34,375		*
Alexander Denner, Ph.D.(9).		34,375		34,375		*
Karin Eastham(10)		96,000		96,000		*
Mark G. Foletta(11)		414,115		377,708		*
James R. Gavin III, M.D., Ph.D.(12)		97,580		96,000		*
Mark J. Gergen(13)		301,922		286,675		*
Orville G. Kolterman, M.D.(14)		691,510		486,550		*
Marcea Bland Lloyd(15)		192,023		178,750		*
Jay S. Skyler, M.D., MACP(16)		257,622		133,000		*
Joseph P. Sullivan(17)		120,000		120,000		*
All executive officers and directors as a group (21 persons)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)		5,130,673		4,544,934		3.5	%

*	Less than one percent.

(1)	Except as otherwise noted above, the address for each person or entity listed in the table is c/o Amylin Pharmaceuticals, Inc., 9360 Towne Centre Drive, San Diego, CA 92121.

(2)	Based solely upon a Schedule 13G/A filed with the SEC on February 14, 2011 by FMR LLC. FMR reported that it has sole voting power with respect to 10,510 shares and sole dispositive power with respect to all of the shares indicated above.

(3)	Based solely upon a Schedule 13G/A filed with the SEC on February 14, 2011 by Wellington Management Company, LLP. Wellington reported that it has shared voting power with respect to 11,966,513 shares and shared dispositive power with respect to 17,522,777 of the shares indicated above.

(4)

The share amount indicated above is based solely upon Form 13F-HR filed with the SEC on February 14, 2011 by Icahn Capital LP. Icahn reported that it has sole voting and dispositive power with respect to the shares indicated above. A Schedule 13D/A was jointly filed with the SEC on February 5, 2009 by various entities affiliated with Icahn Capital LP indicating that these entities beneficially owned an aggregate of 12,971328 shares of our common stock. These entities reported such ownership as follows on the Schedule 13D/A: Icahn Partners Master Fund LP had sole voting and dispositive authority with respect to 5,592,721 shares. Icahn Partners Master Fund II LP had sole voting and dispositive authority with respect to 2,057,967 shares, Icahn Partners Master Fund III LP had sole voting and dispositive authority with respect to 787,207 shares. Icahn Offshore LP had shared voting and dispositive authority with respect to 8,437,895 shares. Icahn Partners LP had sole voting and dispositive authority with respect to 4,533,433 shares. Icahn Onshore LP had shared voting and dispositive authority with respect to 4,533,433 shares. Each of Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P., Inc., Beckton Corp. and Carl C. Icahn had shared voting and dispositive authority with respect to all the shares.

(5)

Based solely upon a Schedule 13G filed with the SEC on February 3, 2011 by Bank of New York Mellon Corporation. Bank of New York reported it has sole voting power with respect to 7,683,717 shares indicated above, shared voting power with respect to 139,277 shares indicated above, sole dispositive power with respect to 7,638,977 shares indicated above and shared dispositive power with respect to 457,973 shares indicated above.

(6)	Does not include deferred compensation of Board fees invested in 14,595 shares of our common stock at Ms. Beck’s election.

(7)

Includes 25,000 shares held by the Bradbury Family Trust #3 and 46,545 held by GRAT, both of which Mr. Bradbury serves as a co-trustee, and shares voting and dispositive power. Includes 6,445 and 12,983 vested shares issued under our ESOP and 401(k) plan, respectively. Does not include 16,185 shares held by the Bradbury Gift Trust, of which Mr. Bradbury’s minor children are beneficiaries.

(8)	Does not include deferred compensation of Board fees invested in 5,573 shares of our common stock at Mr. Clark’s election.

(9)	Does not include deferred compensation of Board fees invested in 1,104 shares of our common stock at Mr. Denner’s election.

(10)	Does not include deferred compensation of Board fees invested in 15,244 shares of our common stock at Ms. Eastham’s election.

(11)	Includes 6,445 and 3,395 vested shares issued under our ESOP and our 401(k) plan, respectively. Also includes 110 shares held by Mr. Foletta’s spouse.

(12)	Does not include deferred compensation of Board fees invested in 8,536 shares of our common stock at Dr. Gavin’s election.

(13)	Includes 6,445 and 2,136 vested shares issued under our ESOP and 401(k) plan, respectively.

(14)

Includes 6,445 and 12,294 vested shares issued under our ESOP and 401(k) plan, respectively. Also includes 16,185 shares held by the Bradbury Gift Trust, of which trust Dr. Kolterman serves as a trustee and holds voting and dispositive power and 24,967 shares beneficially owned by Dr. Kolterman’s spouse.

(15)	Includes 6,445 and 1,614 vested shares issued under our ESOP and 401(k) plan, respectively.

(16)

Includes 23,000 shares held by The Jay S. Skyler Irrevocable Trust, of which Dr. Skyler is a trustee, 6,675 shares held by Mercedes Bach, Dr. Skyler’s spouse, 950 shares held in a trust for which Dr. Skyler is the trustee, 20,000 shares held by the Jennifer Skyler Living Trust of which Dr. Skyler is a co-trustee, and 201 shares held by Dr. Skyler’s step-son. Does not include deferred compensation of Board fees invested in 14,060 shares of our common stock at Dr. Skyler’s election.

(17)	Does not include deferred compensation of Board fees invested in 18,070 shares of our common stock at Mr. Sullivan’s election.

S ECTION 16(A) B ENEFICIAL O WNERSHIP R EPORTING C OMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. During the fiscal year ended December 31, 2010, one transaction report for Dr. Weyer was not filed on a timely basis. Other than this report, to our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2010, our officers, directors and greater than ten percent beneficial owners were in compliance with all applicable Section 16(a) filing requirements.

D IRECTOR C OMPENSATION

The following table sets forth in summary form information concerning the compensation earned by the members of our Board of Directors who are not Named Executive Officers during the fiscal year ended December 31, 2010.


Name	Fees earned or paid in cash ($)		Option awards ($)(1)(2)		All other compensation ($)			Total ($)
Paulo F. Costa		132,500		215,440					347,940
Adrian Adams		81,250		215,440					296,690
Steven R. Altman(3)		28,750							28,750
Teresa Beck		75,000		215,440					290,440
M. Kathleen Behrens, Ph.D.		72,500		215,440					287,940
Paul N. Clark		67,500		215,440					282,940
Alexander Denner, Ph.D.		65,000		215,440					280,440
Karin Eastham		85,000		215,440					300,440
James R. Gavin III, M.D., Ph.D.		67,500		215,440					282,940
Jay S. Skyler, M.D., MACP		60,000		215,440		44,000	(4)		319,440
Joseph P. Sullivan		67,500		215,440					282,940

(1)

(2)

The aggregate number of outstanding option awards for each director as of December 31, 2010 was: Mr. Costa: 50,000; Mr. Adams: 72,000; Mr. Altman: none; Ms. Beck: 84,000; Ms. Behrens: 50,000; Mr. Clark: 50,000; Mr. Denner: 50,000; Ms. Eastham: 96,000; Dr. Gavin: 96,000; Dr. Skyler: 133,000; and Mr. Sullivan: 120,000.

(3)	Mr. Altman served on the Board until April 2010.

(4)	Represents an amount reimbursed to Dr. Skyler due to a compensation administrative error.

In 2010, non-employee directors received an annual retainer of $50,000, plus $25,000 per year for serving as the chair of the Audit Committee, $20,000 per year for serving as chair of the Compensation Committee and $10,000 per year for serving as chair of the Corporate Governance Committee, the Finance Committee or the Science and Technology Committee. In addition, non-employee committee members other than the chair received $15,000 per year for serving on the Audit Committee, $10,000 per year for serving on the

Compensation Committee and $7,500 per year for serving on the Corporate Governance Committee, the Finance Committee or the Science and Technology Committee. In 2010, we made one-time cash compensation payments of $10,000 to Mr. Clark and $7,500 to each of Messrs. Adams and Costa for their service as members of the Board’s Commercial Working Group. We also reimburse our directors for their expenses incurred in connection with attendance at Board meetings. To compensate for the additional time commitment required by the Board Chairman, our Board has approved payment of an annual Chair fee to our Chairman in the amount of $75,000.

Our directors have the option to elect, on an annual basis, to defer up to 100% of their cash compensation pursuant to our 2001 Non-Qualified Deferred Compensation Plan, or 2001 Deferred Compensation Plan, which is an unfunded plan designed for the purpose of providing deferred compensation to our directors and highly compensated executives. Elections must be made by December 31 ^st of each year to defer director cash compensation that will be earned during the following year, and are irrevocable after that date. The director deferred compensation is credited to a bookkeeping account that permits the director to select from a range of phantom investment alternatives that mirror the gains and/or losses of several different investments and investment funds, including phantom shares of our common stock. The bookkeeping accounts are established based on the market price of the stock at the time the compensation otherwise would have been paid to the director and are adjusted to reflect investment results resulting from fluctuations in the market value of the phantom investments. Directors may change their selected phantom investment alternatives at any time. Earnings credited to the director bookkeeping accounts for 2010 have not been reported in the Director Compensation Table because none of our directors received above market or preferential earnings on their deferred compensation accounts in 2010.

Amounts credited to the bookkeeping accounts will generally be paid to the directors approximately six months after termination of board service. Deferred amounts invested in phantom shares of our common stock will be paid in a single lump sum in the form of our common stock. Any changes in the director’s distribution election are permitted only if made in accordance with applicable tax compliance requirements governing nonqualified deferred compensation plans. In addition, directors may be entitled to receive earlier payments of their account balances through certain unforeseeable emergency withdrawals or in the event of a change of control of the company.

We are not required to make any contributions to the 2001 Deferred Compensation Plan, nor do we fund the plan. Directors have an unsecured contractual commitment by the company to pay the amount due under the plan, which is subject to the claims of our general creditors. The directors will have taxable income in the year of distribution. In 2010, our directors deferred a total of $370,625 of their board fee compensation. As of the date of this proxy statement, three of our non-employee directors have elected to defer 100% of their cash compensation and invest such deferred compensation in phantom shares of our common stock.

In addition to their cash compensation, each non-employee director receives automatic grants of options to purchase our common stock pursuant to our 2003 Non-Employee Directors’ Plan. The options have an exercise price equal to the fair market value of our common stock on the date of the grant. These automatic option grants consist of options to purchase 30,000 shares when initially elected to the Board and 20,000 shares upon being re-elected as directors at our annual stockholder meeting. Options granted upon initial election to the Board vest, so long as those directors’ service with Amylin continues, over a period of four years with one-quarter of each option vesting on the one year anniversary of the date of grant and the remainder vesting in equal monthly increments over a three-year period. Options automatically granted to non-employee directors upon re-election at our Annual Meeting of Stockholder vest, so long as those directors’ service with Amylin or its affiliates continues, in equal monthly installments over the course of the following 12 months from the date of grant.

During 2010, we granted options for 20,000 shares each of the non-employee directors re-elected at our 2010 Annual Meeting of Stockholders, at an exercise price per share of $21.52 per share, which was the closing price of a share of our common stock on the April 29, 2010 grant date. The full grant date fair value of these options for each director was $215,440.

E XECUTIVE C OMPENSATION

Compensation Discussion and Analysis

Executive Summary

In 2010, we executed on a number of key initiatives which we believe will help position us for long-term value creation. While we were disappointed that our product candidate BYDUREON™ (exenatide extended-release for injectable suspension) was not approved by the U.S. Food and Drug Administration, or FDA, we continue to work with the FDA to bring this therapy to patients as soon as possible. We have initiated the required thorough QT study to support the BYDUREON™ New Drug Application, or NDA, and expect to submit our response to the FDA in the second half of 2011. In 2010, we also submitted a supplemental New Drug Application to the FDA for the expanded use of BYETTA ^® (exenatide injection) as an add-on therapy to basal insulin. We also submitted the initial sections of a rolling submission for a Biologics License Application to the FDA for the use of metreleptin to treat diabetes and/or hypertriglyceridemia in patients with lipodystrophy. Further, in 2010, we initiated our BYDUREON™ cardiovascular outcomes trial with a superiority design which we believe will support the superior profile of BYDUREON™ demonstrated in clinical studies we previously completed. We believe these and other recent achievements position us to build long-term shareholder value.

The Compensation Committee has adopted compensation practices that it believes support our pay-for-performance culture and are designed to closely align the interests of our executive officers with those of our stockholders. For example, the largest component of 2010 executive compensation is equity-based compensation. In fact, 85% of our Chief Executive Officer’s total 2010 compensation was equity-based compensation and nearly one-half of his 2010 equity compensation has a performance-based vesting condition such that if the financial performance metric is not met, this portion of his equity grant will be forfeited. Although Mr. Bradbury’s total 2010 compensation increased from 2009 levels, all of this increase is attributable to performance-based equity compensation. Without this performance-based compensation, Mr. Bradbury’s total compensation would have decreased by 20% from 2009 levels. In addition, a significant portion of our 2009 executive compensation was directly linked to the goal of obtaining approval for BYDUREON™ in 2010. Because this goal was not achieved, all of the performance-based options granted to executive officers in 2009, including 200,000 stock options granted to Mr. Bradbury, were cancelled in 2010.

To further align our executive officers’ interests with those of our stockholders, the Compensation Committee grants time-based vesting stock options to our executives which will produce real value for our executives only if their performance results in an increase in stockholder value. We also make a matching contribution to our 401(k) plan (in which each of our Named Executive Officers participates) in the form of equity rather than cash and we provide an opportunity for all employees, including our officers, to purchase shares of stock through our Employee Stock Purchase Plan, or ESPP. Each of our Named Executive Officers participated in the ESPP during 2010 and purchased shares of our common stock using payroll deductions.

We also believe we have adopted sound cash compensation practices. Our Named Executive Officers have not received a base salary increase since 2008 and Mr. Bradbury’s salary has been set at the 25 ^th percentile of compensation paid to chief executives within our peer group. Further, as described below, we also made a determination not to pay a cash bonus for 2010 performance because we did not receive FDA approval for our drug candidate BYDUREON™. As a result, the Compensation Committee approved management’s recommendation and we did not pay an annual cash bonus to our Chief Executive Officer and our other Named Executive Officers for 2010 performance despite the fact that some of the corporate performance goals had been achieved. The Compensation Committee also set minimum threshold performance amounts for the two financial performance metrics (or 70% of the bonus plan) that would have had to have been achieved in 2010 before a bonus for these two metrics would have funded and it set a maximum amount that could be paid under the cash incentive plan if target amounts had been exceeded.

Finally, we believe our corporate governance practices complement our pay-for-performance culture. For example, each member of our Compensation Committee has been deemed to be independent by our Board. In

addition, our Board has retained an independent compensation consultant that reports directly to the Compensation Committee, rather than management. Our Board’s Corporate Governance Committee has instituted stock ownership guidelines for our executive officers and directors and we have adopted a double-trigger change in control severance benefit plan for our officers which results in the payout of certain severance benefits only if there has been a termination of employment in connection with a change in control of the company. We believe these corporate governance practices are helpful in maintaining a sound compensation program that is designed to motivate our executive management team to increase stockholder value over time.

Overview

The Compensation Committee is responsible for establishing and administering compensation for all of our executive officers, including our Chief Executive Officer. The Committee also exercises oversight of our compensation practices for all employees, including strategies for attracting, developing and motivating employees. To assist the Compensation Committee with its responsibilities, it has retained Radford, an Aon Consulting company, an independent compensation consulting firm that reports directly to the Compensation Committee. The Compensation Committee regularly receives briefing materials from its consultant and from management which are used as the basis for forming compensation strategies and policies.

The Compensation Committee reports to the Board of Directors on its actions and recommendations and regularly meets in executive sessions, often with its independent consultants and without members of management present. Although the Board has discretion to review all executive compensation, it has delegated authority with respect to our executive and general employee compensation programs and practices to the Compensation Committee. The Board annually reviews and provides input on the Chief Executive Officer’s performance and reviews and approves the Chief Executive Officer’s compensation.

Compensation Program Objectives and Compensation Philosophy

Our overall compensation philosophy is to design and implement equitable and cost-effective compensation programs that will help us achieve the following primary objectives:

•

Link corporate strategy and short-term and long-term goals with compensation;

•

Enable us to recruit and retain a team able to lead a growth-oriented biopharmaceutical company; and

•

Motivate employees to achieve superior performance and deliver results above plan.

There are four primary strategic initiatives we consider when we make compensation program design decisions. These initiatives include: (i) driving sustainable long-term growth; (ii) progressively improving our financial performance; (iii) fostering an innovative and entrepreneurial culture; and (iv) providing investment returns to our stockholders. We also consider other factors when designing our compensation programs, including compensation practices at appropriate benchmark companies, the competitiveness of our programs to the market, and regulatory, tax and accounting implications. We discuss each of these compensation design factors in more detail below.

The Compensation Committee has determined that executive compensation practices should place a greater emphasis on corporate performance rather than individual performance. Accordingly, our executive compensation is designed to motivate executives by aligning a substantial portion of their compensation with the achievement of corporate goals which we discuss in greater detail below. In order to closely link executive officer compensation with the objectives listed above, we have designed an executive compensation program that balances guaranteed compensation and variable or success-based compensation. We believe this compensation program design effectively motivates executive officers to focus their efforts not simply on achieving the pre-determined stated objectives, but also on exceeding them.

We do not believe our compensation policies and practices incentivize excessive risk taking by our executive officers. After thorough review with our outside compensation consultants, we establish compensation practices that provide what we believe is an appropriate level of incentive based compensation, in combination with non-incentive based compensation, to encourage our executive officers to act in the long-term best interests of the company and our stockholders. These practices include:

•

Awarding annual incentive bonuses based on a combination of short-term performance and long-term value creation goals such that annual bonuses are not determined by achievement of a single, short-term performance metric;

•

Establishing performance targets, particularly research and development performance targets, that are tied to long-term value creation for the company;

•

Capping potential annual incentive bonuses at a maximum payout to help prevent excessive risk taking;

•

Benchmarking annual incentive bonuses against an appropriate peer group of companies;

•

Establishing stock ownership guidelines for our executive officers and providing annual ESOP grants that generally must be held until termination of service to closely align executive officer interests with those of our stockholders;

•

Providing the Compensation Committee with full discretion in awarding annual bonus payments, regardless of bonus goal achievement;

•

Granting equity incentives that generally vest over a four year period which provides incentives for our executive officers to act in the long-term best interests of the company; and

•

Periodic review throughout the fiscal year by the Compensation Committee of the company’s progress toward achieving bonus goals and the impact of such progress on overall company performance.

Benchmarking

We consider market pressures and compensation practices for a peer group of companies when we design executive compensation programs. As in prior years, in order to assess the competitiveness of our executive compensation practices, the Compensation Committee compared our 2010 executive officer compensation against the compensation provided to executives in comparable positions at 11 peer companies. This peer group was chosen in consultation with our compensation consultants who performed an independent review of potential peers based on their understanding of our industry and business. Accordingly, the peer group examined by the Compensation Committee includes biopharmaceutical and biotechnology companies that are comparable to us in size or business life-cycle stage and with whom we compete for talent. These companies are listed below:

Alexion Pharmaceuticals, Inc.

Bio Marin Pharmaceutical Inc.

Cephalon, Inc.

Cubist Pharmaceuticals, Inc.

Endo Pharmaceuticals Holdings Inc.

Myriad Genetics Laboratories and

Pharmaceuticals

OSI Pharmaceuticals Inc.

Regeneron Pharmaceuticals Inc.

Sepracor Inc.

United Therapeutics Corporation

Vertex Pharmaceuticals, Inc.

We obtain compensation data on our peer companies from the Compensation Committee’s independent consultants, public filings and privately published compensation studies conducted by independent third parties which establishes our market reference point. We position our compensation program such that each element of compensation is paid at a level that places us in an approximate percentile of our comparative companies which we feel best helps us achieve our objectives. For our executive officers, we target base salaries and benefits such that they approach the 50th percentile of our market reference point. We target total cash compensation (base salary plus incentive bonus) so that they approach the 60th percentile of our market reference point and we target equity compensation to approach the 60th percentile. Actual compensation paid to individuals may vary from

these targets at the Compensation Committee’s discretion. The extent to which the Compensation Committee exercised its discretion in arriving at 2010 compensation levels is discussed in further detail below.

Elements of Compensation

Our compensation program uses three primary elements of compensation (excluding benefits). First, we set base salaries at a level designed to attract and retain executives based on experience and an internal determination as to how critical the position is to our success and financial performance. Second, we design cash incentive bonuses to reward achieving and exceeding pre-determined corporate objectives and to support an environment in which executives are accountable for company performance. Finally, we provide equity incentives to encourage sustained long-term performance and create a culture of ownership and entrepreneurship. In addition to these three elements of compensation, we provide other benefits, such as health and life insurance, to our employees, including our executive officers, to promote their safety and security.

The following discussion further describes the mix of compensation elements we pay to our executive officers and how we determine the amount of each element. We will also explain how each element of compensation fits into our overall compensation objectives and affects decisions regarding other elements of compensation. In assessing the total mix of compensation for our Named Executive Officers, the Compensation Committee reviews tally sheets which set forth total cash, equity and benefits paid to these individuals and compensation they would receive upon termination such as in connection with a change in control. The Compensation Committee uses tally sheets solely as a means of understanding compensation paid to our Named Executive Officers under various scenarios and does not use them to determine various elements of compensation. The committee’s evaluation of tally sheets did not result in specific compensation awards in 2010 or modifications to the manner in which we implement our compensation program. This compensation discussion and analysis should be read together with the compensation tables that follow in this proxy statement.

Base Salary

The amount of salary paid during 2010 to each of our Named Executive Officers is shown in the Summary Compensation Table below. We pay salaries to our executive officers primarily to provide a base-level of compensation to them in consideration of the services they perform for us. We recognize that our financial success and the achievement of our long-term objectives is largely dependent upon the experience, skills and efforts of our executive management and that the executive compensation we pay must be competitive with the compensation paid by other similarly situated companies in order to recruit and retain our executive management team. Based on our benchmarking practices, the amount of base salary we pay to our executive officers is targeted to approach the 50th percentile of our peer companies. Rather than setting these targets at a higher level relative to our peers for the Named Executive Officers, the Compensation Committee chose these approximate targets in order to attract and retain our executive management team with an attractive salary while being able to offer greater levels of success-based compensation through our annual cash bonus plan and our equity incentive compensation plans consistent with the compensation philosophy described above. Mr. Bradbury’s salary is at the 25th percentile of our peer companies reflecting his relatively brief tenure as our Chief Executive Officer. Although the Compensation Committee applies the same policies when determining the compensation of each Named Executive Officer, Mr. Bradbury’s base salary amount is set at a higher level than our other Named Executive Officers due to his higher level of responsibility and the higher compensation levels paid to the principal executive officers at peer companies.

In addition to considering base salary levels at our peer companies, the Compensation Committee also determines executive base salary amounts on the basis of each executive’s level of responsibility and experience and upon an evaluation of the individual’s contribution to our success. For example, the Compensation Committee approved a 2010 annual salary of $675,000 for Mr. Bradbury in connection with his service as our Chief Executive Officer. This amount was unchanged from Mr. Bradbury’s 2008 and 2009 annual salary in accordance with management’s proposal that all senior management salaries remain unchanged from 2008 and

2009 levels as approved by the Compensation Committee. In arriving at this amount, which is below the targeted 50th percentile of our peer companies, the Compensation Committee considered Mr. Bradbury’s tenure with the company, relevant experience in the position, current market valuation practices and the need to offer a competitive base salary in order to retain him.

In February 2010, the Compensation Committee set 2010 annual base salaries for other executive officers based on management’s proposal not to raise 2010 salary amounts above 2008 and 2009 amounts and after reviewing the individual’s level of responsibility and experience with the Chief Executive Officer and after reviewing relevant base salary market data with the committee’s independent consultants. Following this review, the committee approved annual base salaries in February 2010 for our other Named Executive Officers at a level slightly below the approximate 50th percentile target as follows: Mr. Foletta — $419,750; Mr. Gergen — $390,000; Dr. Kolterman — $440,000; and Ms. Lloyd — $400,125. Our Named Executive Officers’ salaries levels continue to be slightly below the 50th percentile of our peer group.

Annual Cash Incentive Plan

We have established a cash incentive plan for executive officers under which we pay annual cash bonuses to executive officers depending on whether we achieve pre-established corporate goals that are related to company operational and financial performance. By using an appropriate amount of success-based compensation, we believe our cash incentive plan creates a direct link between executive compensation and our operational and financial performance and further motivates our executives to implement strategic initiatives in order to meet and exceed the pre-established corporate goals.

At the beginning of each fiscal year, the Board establishes the operational and financial goals as part of the annual business planning process. At the end of the year, the Board determines the extent to which these goals were attained or exceeded. Based upon this assessment, the Compensation Committee determines whether executive officers will be paid a cash bonus. If the Compensation Committee determines cash bonuses are to be paid, it awards each executive a cash bonus equal to the target bonus percentage multiplied by the percentage to which the corporate goals were attained or exceeded. To arrive at the cash amount of the bonus, the executive’s salary earnings for the year are multiplied by the resulting bonus percentage. Target bonuses are expressed as a percentage of the executive’s salary. The target bonuses for our 2010 Named Executive Officers are as follows: for our Chief Executive Officer the target percentage is one hundred percent; for the other four Named Executive Officers, each of whom is a Senior Vice President, the target percentage is fifty percent. The Compensation Committee retains full discretion to adjust cash bonuses as it deems appropriate.

In order to closely align executive compensation with achievement of corporate goals, executive officer cash bonuses are based primarily upon the achievement of certain specified corporate goals. The corporate goals established by the Board of Directors for 2010 related to net product revenue, non-GAAP operating loss and progress in our research and development programs. The 2010 goals were chosen in order to provide an appropriate mix of short-term performance (net product revenues and non-GAAP operating loss) with long-term value creation (research and development/pipeline advancement) and were assigned the following weighting for purposes of quantifying their contribution to bonus payout:


Corporate Goal	Weight
Net Product Revenue		50	%
Non-GAAP Operating Loss		20	%
R&D/Pipeline Advancement		30	%

These goals were set at challenging levels such that attainment of executive target bonuses was not assured at the time they were set and would require a high level of effort and execution on the part of our executive management team in order to receive a bonus payout. For example, the 2010 net product revenue goal was set at $784 million and the non-GAAP operating loss target was set at $15 million. In addition, the Board approved

payout threshold amounts for these two goals such that if we did not achieve at least 85% of the net product revenue goal, or $666 million net revenue, or our non-GAAP operating loss was greater than $30 million, these individual components of the cash incentive plan would not have been funded. The Board also approved a maximum payout under the cash incentive plan such that a maximum 200% of an individual’s target bonus for each of these two performance metrics could be paid out if we achieved over 130% of our net product revenue goal and if we achieved positive or break-even non-GAAP operating results.

Setting challenging but achievable goals for 2010 was consistent with our previous practice as evidenced by the fact that since 2001 we paid annual bonuses below target four times, including one year in which we did not pay a bonus and 2008 in which our executive committee voluntarily waived their right to receive a bonus payout. During this same period we paid two annual bonuses at 100% of target and two annual bonuses exceeding target when we met or exceeded all of our annual goals, including our product revenue goals.

Despite the fact that some of our bonus objectives were achieved and a partial cash bonus would have funded under the original bonus plan design, in November 2010, the Compensation Committee reviewed and approved management’s proposal to not pay a corporate bonus to any of our employees primarily because our NDA for BYDUREON™ was not approved by the FDA during 2010. Management made this recommendation to the Compensation Committee due to the significance of this performance metric and in accordance with the Company’s pay-for-performance philosophy. Accordingly, our Named Executive Officers did not receive a cash incentive bonus for 2010 performance as indicated in the Summary Compensation Table below.

In February 2011, the Compensation Committee established challenging but achievable corporate goals for purposes of the 2011 cash incentive plan. The corporate goals for 2011 relate to product revenue, operating loss and research and development results. Our performance relative to these pre-established goals will be reviewed by the Compensation Committee and the Board in 2012 to determine whether executive cash bonuses will be earned in 2011.

Equity Incentive Compensation

We provide equity incentive compensation to our executive officers through our 2009 Equity Incentive Plan, or 2009 EIP, our ESOP, our 2001 Employee Stock Purchase Plan, or 2001 ESPP, and, at the discretion of the Board, our 401(k) Plan. We use equity compensation so that our executives will be motivated as stockholders to contribute to our long-term success. In addition, we grant stock options to our Named Executive Officers to reward them only when our stockholders gain value. We believe that providing a significant amount of success-based equity compensation to our executives is important because it aligns the interests of our executive officers with those of our stockholders and provides executive officers an opportunity to participate in our growth. Further, our equity incentive awards typically contain four-year vesting provisions which provide a retention incentive to executive officers and employees. We have also granted options and restricted stock units, or RSUs, with performance-based vesting. These performance-based awards only vest upon achievement of a crticial, long-term goal and will be forfeited if the goal is not achieved within the performance period. We consider all forms of equity when establishing grants to our Named Executive Officers as part of the regular annual equity grant process.

2009 Equity Incentive Plan

Stock options granted under the 2009 EIP have an exercise price equal to the fair market value on the date of grant and have a term of 7 years, provided the recipient continues to provide services to Amylin. We measure fair market value as the closing price of our common stock on the NASDAQ Stock Market on the date of grant. Our stock options generally vest over a period of four years, with vesting tied to continued employment. Because four years is a significant amount of time, we have structured our option grant vesting such that one-fourth of an option grant vests on the first anniversary date of the grant in order to provide a meaningful shorter-term value component. The remaining grant vests pro-rata on a monthly basis over the remaining three years of the vesting

schedule in order to provide long-term retention value. The Compensation Committee has also granted performance-based options and RSUs which vest only upon the achievement of certain corporate goals and are forfeited if the performance goals are not achieved in the stipulated time frame.

We typically grant stock options on a periodic basis to eligible employees, including our executive officers. The Compensation Committee determines grant levels to executives after considering the level of responsibility, experience and expected contributions of each executive, as well as peer group data. The committee also considers salary levels and other cash compensation consistent with our stated philosophy of using a considerable proportion of success-based compensation. We also target equity compensation to approach the 60th percentile of our peer group. In 2010, total equity compensation as determined by the valuation of the equity awards, including stock option grants and performance-based RSUs, was set below this target amount for our Named Executive Officers. Generally, the Compensation Committee grants stock options to executive officers annually as part of the executive performance review process. When determining the amount of an executive’s equity compensation grant, the Compensation Committee also considers a historic review of an individual’s equity holdings, internal comparisons, market data and the paper gain of the historic holdings to ensure the plan is meeting the company’s retention objectives. The full grant date fair value of the options awarded to our Named Executive Officers during the past three years is contained in the Summary Compensation Table.

In determining the number of options and RSUs granted to our Named Executive Officers in 2010, the Compensation Committee considered the equity compensation practices at our peer companies as reported by our outside compensation consultant and awarded options and performance-based RSU grants consistent with the equity compensation targets described above. The number and grant date fair value of all stock options and performance-based RSUs granted to each of our Named Executive Officer in 2010 can be found in the Grants of Plan-Based Awards Table below. The Compensation Committee applies the same policies when determining the option grants awarded to each Named Executive Officer. The amount of Mr. Bradbury’s equity grant is set at a higher level than our other Named Executive Officers due to the scope of his responsibilities as our Chief Executive Officer, his past equity grants, internal comparison and executive equity compensation pay practices within peer group companies. Further, the Board believes that a significant portion of our Chief Executive Officer’s compensation should be directly tied to the long-term value of the company in order to align the interest of our chief executive officer with those of our stockholders.

Consistent with the equity incentive objectives described above, in February 2010, the Board granted options to purchase the following number of shares of our common stock to the Named Executive Officers: Mr. Bradbury: 250,000 shares; Mr. Foletta: 50,000 shares; Mr. Gergen: 70,000 shares; Dr. Kolterman: 60,000 shares; and Ms. Lloyd: 60,000 shares. The options fully vest over four years with one-fourth of the option grant vesting on the first year anniversary of the grant date and in equal monthly installments for three years thereafter. The options have a term of seven years and are exercisable at a price of $18.01 per share which is equal to the closing price of our common stock on the date of grant. The Compensation Committee also granted performance-based restricted stock units to our Named Executive Officers in the following amounts: Mr. Bradbury: 100,000 shares; Mr. Foletta: 15,000 shares; Mr. Gergen: 20,00 shares; Dr. Kolterman: 15,000; and Ms. Lloyd: 20,000 shares. These shares will fully vest only if we achieve non-GAAP operating income for the full year 2011, calculated as operating loss for the year ended December 31, 2011 and adjusted for noncash items consisting of equity compensation, depreciation and amortization, amortization of deferred revenue and also adjusted for restructuring and other charges and any charges that qualify for treatment as “Unusual Items” and are reported as a separate component of income from continuing items by adjusting operating income for the year-ended December 31, 2011. If this business objective is not attained, the restricted shares will be forfeited. The Committee granted these performance-based restricted stock units because it believes achievement of this goal within this time frame to be an important strategic objective for the Company that would position the Company for future growth.

In March 2011, the Board granted options to purchase the following number of shares of our common stock to the Named Executive Officers: Mr. Bradbury: 250,000 shares, 80,000 shares to Mr. Foletta, 70,000 shares to

Mr. Gergen, 25,000 shares to Dr. Kolterman and 60,000 shares to Ms. Lloyd. The options fully vest over four years with one-fourth of the option grant vesting on the first year anniversary of the grant date and in equal monthly installments for three years thereafter. The options have a term of seven years. The options are exercisable at a price of $15.03 per share which is equal to the closing price of our common stock on the date of grant. The Board also granted restricted stock units to our Named Executive Officers in the following amounts: Mr. Bradbury: 25,000 shares and 15,000 shares to each of Mr. Foletta, Mr. Gergen, Dr. Kolterman and Ms. Lloyd. One third of these restricted stock units vest on each anniversary of the grant date and become fully vested on the third anniversary of the grant date. The Committee granted these restricted stock units to further align our executive officer’s interests with those of our stockholders and as an incentive to the executive officers to remain employed by us over the course of the three-year vesting period. The Board also granted performance-based RSUs to our Named Executive Officer that will only vest if we launch our product candidate BYDUREON™ in the United States within two years from the date of grant in the following amounts: Mr. Bradbury: 33,750 shares, 8,000 shares to each of Mr. Foletta and Mr. Gergen and 15,000 shares to each of Dr. Kolterman and Ms. Lloyd. If this business objective is not attained, the performance-based RSUs will be forfeited. The Board granted these performance-based RSUs to our Named Executive Officers to provide additional incentive to launch BYDUREON™ in a timely manner.

Consistent with our pay-for-performance philosophy, at the end of 2010, all of the performance-based options granted to our Named Executive Officers in 2009 were cancelled because the BYDUREON™ NDA was not approved by the FDA during 2010. Accordingly, performance-based options in the following amounts were forfeited by our Named Executive Officers: Mr. Bradbury: 200,000 shares; Mr. Foletta: 30,000 shares; Mr. Gergen: 30,000 shares; Dr. Kolterman: 50,000 shares; and Ms. Lloyd: 30,000 shares. These options were exercisable at $9.02 per share, which was equal to the closing price of Amylin’s common stock on the date of grant.

Option Grant Practices

After the end of the fiscal year, the Board or Compensation Committee approves, at its discretion, an annual option grant for certain employees, including executive officers, generally at the first regular committee meeting scheduled up to a year in advance. In 2010, annual option grants were approved for a large number of our employees, including our executive officers, at a regular pre-scheduled meeting held in February 2010. The exercise price for these options was based on the closing price of our common stock on the date the grant was approved. As is typical, our executive officers assist the Board and its committees in setting option grant dates only to the extent they assist the Board with scheduling these meetings. These meetings are scheduled independently of the release of material information about Amylin and our executive officers are otherwise not involved in setting option grant dates.

Our newly hired executive officers, as well as all newly hired eligible employees, receive an option grant that is effective as of the tenth day of the month following the month in which they commenced employment. This results in a situation in which the effective date of the grant and the exercise price are established on a date following the date the Compensation Committee approved the executive officer’s new-hire option grant. We grant these stock options as a recruitment incentive and so that officers and employees are motivated as owners on their first day of employment with us.

Under the terms of our 2003 Non-employee Directors’ Plan, our non-employee directors receive an automatic option grant upon joining our board and upon their re-election at our annual stockholder meeting. This plan was recently amended to also permit the granting of restricted stock units to directors. Options automatically granted under the plan have an exercise price equal to the closing price of our common stock on the date of grant. Therefore, future options granted to our directors pursuant to this plan will generally be granted on the date they initially join our Board or the date of our annual stockholder meeting and will have an exercise price equal to the closing price of our common stock on that date. We schedule the date of our annual stockholder meeting several months in advance and independent of the release of material information about Amylin.

2001 Employee Stock Purchase Plan

Our employees, including executive officers, are eligible to participate in our 2001 ESPP, which is a qualified plan approved by our stockholders. Under the 2001 ESPP, participants may elect to participate in offerings to purchase shares of our common stock using payroll deductions of up to fifteen percent of their eligible compensation, subject to a maximum of $25,000 per calendar year. Our Compensation Committee has approved a series of six-month offerings that will end on August 31, 2012. We expect to provide further offerings to employees after this date. At the end of each six month offering, the participants’ accumulated payroll deductions are used to purchase shares of our common stock at a price equal to the lesser of (i) eighty-five percent of the fair market value of our common stock on the first day of the six-month offering or (ii) eighty-five percent of the fair market value of our common stock on the final day of the offering. We established this purchase price formula based on prevailing market practice and in order to provide an attractive purchase price to encourage participation in the plan and meaningful equity ownership among our employees.

As with our other equity compensation, we established the 2001 ESPP to provide an additional opportunity for our employees to become stakeholders in our future financial success and to enable them to participate as stockholders in our growth. We believe that employees who own shares of our common stock will be motivated to exert maximum efforts to contribute to our success. We also established the 2001 ESPP as a means of creating incentive to retain the services of our current employees and to secure the services of new employees. To the extent executive officers choose to participate in this plan, such participation is consistent with our objective of creating a significant portion of success-based compensation for our executives.

Employee Stock Ownership Plan (ESOP)

Our employees, including our executive officers, are eligible to participate in our ESOP, which is a qualified plan that was approved by our Board of Directors in 2007. Under the terms of the ESOP, we make annual contributions of shares of our common stock valued at 10% of an employee’s prior year eligible compensation to the employee’s account subject to annual statutory limits for qualified benefit plans. The number of shares each employee receives is based on the fair market value of our common stock on the contribution date. Employees become fully vested on a pro-rata annual basis within four years of participation in the ESOP and generally receive the common shares when they terminate employment with us or become eligible to diversify out of stock into other investment options within the plan. We adopted the ESOP to continue providing long-term equity compensation to many of our employees in lieu of traditional stock option grant levels and as a vehicle to assist employees in preparing for their retirement and to further align our employees’ interests with those of our stockholders. The contribution level was chosen to provide meaningful long-term equity ownership in the company. In addition, the four-year vesting schedule is designed to encourage employees and executive officers to remain employed by us. The value of the common stock contributed for the 2010 plan year to the ESOP accounts of each of our Named Executive Officers is included in the Summary Compensation Table and is accompanied by an explanatory footnote to that table.

401(k) Plan

All of our employees, including our executive officers, are generally eligible to participate in our 401(k) plan. Since 1997, our Board has approved a discretionary 401(k) matching contribution in common stock for all 401(k) plan participants. Employees have the ability to diversify their holdings out of our common stock at any time. Matching contributions vest pro rata over the first four years of the participant’s employment with us. Our Board approved a matching contribution for 2010 equal to fifty percent of the first six percent of eligible earnings each participant contributed to the plan.

Our equity based matching contribution to our employee 401(k) plan is intended to provide an incentive for our employees to save on a tax-advantaged basis for their retirement. By providing this matching contribution, we also hope to further align our employees’ interests with those of our stockholders by encouraging stock

ownership. In addition to using the 401(k) matching contribution as a new hire recruitment incentive, the four-year vesting schedule is designed to encourage employees and executive officers to remain employed by us. Finally, providing a 401(k) match in shares of our common stock, rather than a matching cash contribution, is consistent with our objective of providing a significant amount of success-based compensation to our executive officers and further aligning their interests with those of our stockholders. The value of common stock contributed in 2010 to the 401(k) plans of each of our Named Executive Officers is included in the Summary Compensation Table and is accompanied by an explanatory footnote to that table.

Other Elements of Compensation

Deferred Compensation Plan

We maintain a Non-Qualified Deferred Compensation Plan, which we refer to as our 2001 Deferred Compensation Plan, which allows executives to defer receipt of portions of their salary and/or cash bonus into bookkeeping accounts that permits the executives to select from a range of phantom investment alternatives that mirror the gains and/or losses of several different investment funds. Under the terms of the plan, in 2010 employee participants were permitted to defer up to 80% of their salary and up to 80% of their annual cash bonus until termination of employment, a specified date, or a change in control of the company as elected by the participant at the time of deferral. We are not required to make any contributions to the 2001 Deferred Compensation Plan, nor do we fund the plan. Participants have an unsecured contractual commitment by the company to pay the amount due under the plan, which remains subject to the claims of our general creditors. When such payments are due, cash will be distributed from our general assets.

Earnings for each of our Named Executive Officers under our Deferred Compensation Plan are shown in the Nonqualified Deferred Compensation Table below. The table also shows the amount of each officer’s contributions during 2010, as well as the ending balance of each account as of December 31, 2010.

Perquisites and Certain Benefits

Prior to 2011, all of our employees, including our executive officers, automatically received a cash payout for accrued and unused vacation time in excess of 240 hours. All cash compensation paid to our Named Executive Officers in 2010 in lieu of accrued vacation is disclosed in the Summary Compensation Table and is accompanied by an explanatory footnote to that table.

Ms. Lloyd joined us in February 2007. Relocating to San Diego can involve considerable expense and, in order to incentivize employees to move to San Diego, we have found it necessary to institute a relocation policy which provides for reimbursement of relocation expenses and tax assistance for such expenses that relocating employees would not otherwise incur. Accordingly, in order to provide proper incentive for Ms. Lloyd to relocate to San Diego, we reimbursed her for certain relocation expenses including tax assistance to help offset the financial burden associated with her relocation. These reimbursed relocation expenses and tax gross ups are disclosed in the Summary Compensation Table and are accompanied by an explanatory footnote to that table. We generally do not provide tax gross ups for other types of benefits provided to executive officers.

As with all our employees, we pay the premiums for term life insurance offered to our executive officers as part of the benefit package we offer. The amount of insurance premium we paid in 2010 on behalf of each of our Named Executive Officers is disclosed in the Summary Compensation Table and is accompanied by an explanatory footnote to that table.

Change In Control and Severance Payments

Under the terms of our Amended and Restated Officer Change in Control Severance Benefit Plan, or the Change in Control Plan, each of our officers is entitled to receive severance payments and other benefits if his or her employment is terminated for certain reasons, or covered terminations, during the period beginning ninety

days prior to and ending 13 months following the effective date of a change in control of the company. This double-trigger Change in Control Plan provides that covered terminations include voluntary resignations as a result of a material reduction in base salary and a material diminution of the officer’s authority, duties and responsibilities which, in the case of our chief executive officer, includes no longer reporting directly to our board of directors or the board of directors of a successor company and in the case of our chief financial officer, includes the occurrence of a material diminution in the authority, duties or responsibilities of the supervisor to whom the chief financial officer is required to report.

The Change in Control Plan provides salary continuation benefits upon a covered termination as follows: (i) chief executive officer and/or president: 36 months; (ii) other executive officers: 24 months; and (iii) non-executive officers: 18 months. The plan provides for lump sum bonus payments for officers equal to a specified percentage of their then-current annual target bonus as follows: (i) chief executive officer and/or president: 300%; (ii) other executive officers: 200%; and (iii) non-executive officers: 100%. Under the plan, officers would also receive a lump sum reimbursement for 18 months of medical and dental COBRA payments. The amounts provided under the amended plan were determined based on the Compensation Committee’s review of competitive market data and, in keeping with our overall compensation objective of attracting and retaining top talent, the committee’s assessment of amounts required to provide sufficient incentive to attract and retain qualified management personnel. Potential payments under this plan did not affect and were not affected by decisions made with respect to compensation paid in 2010 to our Named Executive Officers. Further, if within 90 days prior to, or within 13 months following, the effective date of certain specified change in control transactions, an officer’s employment terminates without cause or under certain other specified circumstances, then the vesting and exercisability of the options and the vesting of any other equity awards held by such officer that were issued under our 2001 Equity Incentive Plan, or 2001 EIP, and 2009 EIP shall accelerate in full.

In the event that payments made under the Change in Control Plan would be considered “parachute payments” subject to excise taxes under Section 280G of the Internal Revenue Code, an executive officer will have the option of receiving the total amount of such payment and be subject to all applicable taxation including the excise tax or a lesser payment to provide the most favorable after-tax benefit under the plan. We will not pay any “gross up” or additional amount to such executive to offset the impact of such excise tax.

Mr. Bradbury became our Chief Executive Officer in March 2007. In connection with his promotion to this position we entered into an employment agreement with Mr. Bradbury under which we will pay him severance benefits in certain circumstances. The benefits include a payment of 12 months base salary and target bonus and continued company benefits for 12 months following such termination. We agreed to pay Mr. Bradbury these severance benefits to provide adequate incentive to him to assume the responsibilities as our Chief Executive Officer.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines that are applicable to each of our directors and officers. Members of our Board are required to own shares of our stock with a value equal to $150,000, or three times their annual retainer fee. Our officers are required to own shares of our common stock with a value equal to a specific multiple of such officer’s base salary as indicated in the table below. Directors and officers are required to meet these guidelines within five years of becoming subject to them.


Officer Level	Market Value of Shares Owned as a Multiple of Base Salary
Chief Executive Officer		4x
Senior Vice President and above		2x
Vice President		1x

Accounting and Tax Considerations

Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to the Chief Executive Officer or any of the four most highly compensation officers. Performance based compensation arrangements may qualify for an exemption from the deduction limit if they satisfy various requirements under Section 162(m). Although we consider the impact of this rule when developing and implementing our executive compensation programs, we believe it is important to preserve flexibility in designing compensation programs. Accordingly, we have not adopted a policy that all compensation must qualify as deductible under Section 162(m). While our stock options are intended to qualify as “performance based compensation” (as defined by the Code), amounts paid under our other compensation programs may not qualify.

R EPORT O F T HE C OMPENSATION C OMMITTEE O F T HE B OARD O F D IRECTORS

O N E XECUTIVE C OMPENSATION

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of Amylin under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The Compensation and Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with members of management and, based on that review and discussion, the Compensation and Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into the annual report on Form 10-K for the fiscal year ended December 31, 2010.

The Compensation and Human Resources Committee

Adrian Adams, Chair

Teresa Beck

Karin Eastham

Summary Compensation Table

The following table sets forth in summary form information concerning the compensation earned by our Chief Executive Officer, our Chief Financial Officer and each of our other three most highly compensated executive officers during the fiscal year ended December 31, 2010, who were serving as executive officers as of December 31, 2010. We refer to these individuals collectively as our Named Executive Officers.


Name and principal position	Year		Salary ($)(1)		Bonus ($)(2)		Stock awards ($)(3)		Option awards ($)(4)		Non equity incentive plan compensation ($)(5)		All other Compensation ($)(6)			Total ($)
Daniel M. Bradbury President and Chief Executive Officer		2010		675,000		—		1,832,850		2,248,025		-0-		969			4,756,844
		2009		662,019		—		31,850		2,201,880		814,280		726			3,710,755
		2008		655,769		—		29,900		2,812,315		-0-		39,602	(7)		3,537,586

Mark G. Foletta Senior Vice President, Finance, Chief Financial Officer		2010		419,750		—		302,000		449,605		-0-		25,174	(8)		1,196,529
		2009		411,678		—		31,850		495,423		253,180		16,870	(8)		1,209,001
		2008		409,221		—		29,900		715,862		-0-		16,804	(8)		1,171,787


Mark J. Gergen Senior Vice President, Corporate Development		2010		390,000		—		392,050		629,447		-0-		8,389	(9)		1,419,886
		2009		382,500		—		31,850		467,900		235,240		726			1,118,216
		2008		377,500		—		29,900		715,862		-0-		660			1,123,922

Orville G. Kolterman, M.D Senior Vice President, Research & Development		2010		440,000		—		302,000		539,526		-0-		26,353	(10)		1,307,879
		2009		431,539		—		31,850		522,947		265,400		26,110	(10)		1,277,846
		2008		432,308		—		29,900		664,729		-0-		9,122	(10)		1,136,059

Marcea Bland Lloyd Senior Vice President, Corporate and Government Affairs, and General Counsel		2010		400,125		—		392,050		539,526		-0-		2,034	(11)		1,333,735
		2009		392,435		50,000		31,850		467,900		241,350		118,111	(11)		1,301,646
		2008		395,297		75,000		29,900		562,463		-0-		355,570	(11)		1,418,230

(1)	Salary amounts deferred under our 2001 Deferred Compensation Plan are shown in the footnotes to the Nonqualified Deferred Compensation Table.

(2)	Amounts shown in this column represent sign-on bonuses paid in the years indicated.

(3)

Amounts shown in this column are the aggregate grant date fair value of stock awards granted during the year indicated calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions for stock-based compensation, see Note 1 to our 2010 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2010 under the caption “Accounting for Stock-based Compensation.” Amounts shown in this column consist of discretionary matching contributions we made in the form of our common stock under our 401(k) plan, mandatory contributions we made in the form of our common stock under our ESOP and performance-based restricted stock units, or RSUs, granted under our 2009 EIP.

In 2010, 2009 and 2008, we made discretionary matching contributions in form of shares of our common stock under our 401(k) plan equal to 50% of the first 6% of eligible earnings contributed to the plan, subject to statutory limitations. The maximum amount of earnings eligible for matching contributions was $16,500 in 2010 and 2009, and $15,500 in 2008. The total amount of compensation deferred under our 401(k) plan for each Named Executive Officer in 2010, 2009 and 2008 is set forth in the table below:


Name	2010($)		2009($)		2008($)
Daniel M. Bradbury		16,500		16,500		15,500
Mark G. Foletta		16,500		16,500		15,500
Mark J. Gergen		16,500		16,500		15,500
Orville G. Kolterman, M.D.		22,000		22,000		20,500
Marcea Bland Lloyd		22,000		22,000		20,500

In 2007, our Board adopted our ESOP, under which we make mandatory annual contributions to eligible employees equal to 10% of eligible compensation, subject to statutory limitations. The amounts shown in this column represent the total number of shares received by the Named Executive Officers for the fiscal year under our 401(k) plan, our ESOP and RSUs multiplied by the fair market value of our common stock on the appropriate date of determination. The dates of determination (and fair market values per share) for the 2010, 2009 and 2008 401(k) matching contribution were February 1, 2011 ($16.23 per share), February 1, 2010 ($17.83 per share) and February 2, 2009 ($11.80 per share), respectively. The date of determination (and fair market value per share) for the 2010, 2009 and 2008 ESOP contribution were March 1, 2011 ($15.03 per share), February 2, 2010 ($18.01 per share) and March 4, 2009 ($9.02 per share), respectively. The date of determination (and fair market value per share) for the 2010 RSU grants was February 2, 2010 ($18.01 per share). The total number of shares received by each of our Named Executive Officers for 2010, 2009 and 2008 under our 401(k) plan, ESOP and 2009 EIP are set forth in the table below (amounts shown in this table have been rounded to whole share amounts):


Name	Year		401(k)		ESOP		2009 EIP
Daniel M. Bradbury		2010		453		1,630		100,000
		2009		412		1,360		n/a
		2008		585		2,550		n/a
Mark G. Foletta		2010		453		1,630		15,000
		2009		412		1,360		n/a
		2008		585		2,550		n/a
Mark J. Gergen		2010		453		1,630		20,000
		2009		412		2,550		n/a
		2008		585		1,630		n/a
Orville G. Kolterman, M.D.		2010		453		1,630		15,000
		2009		412		1,360		n/a
		2008		585		2,550		n/a
Marcea Bland Lloyd		2010		453		1,630		20,000
		2009		412		1,360		n/a
		2008		585		2,550		n/a

(4)

Amounts shown in this column are the aggregate grant date fair value of option awards granted during the year indicated calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions for stock-based compensation, see Note 1 to our 2010 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2010 under the caption “Accounting for Stock-based Compensation.”

(5)

Amounts listed in this column were awarded for corporate performance in the relevant fiscal year but were paid in March of the following fiscal year. In 2008, each of our then-serving the Named Executive Officers voluntarily waived any right to a bonus payment. Amounts deferred under our 2001 Deferred Compensation Plan are shown in the footnotes to the Nonqualified Deferred Compensation Table below.

(6)	Except where otherwise noted, amounts shown in this column for 2010, 2009 and 2008 include $969, $726 and $660, respectively, in term life insurance premiums we paid for each Named Executive Officer.

(7)	In addition to the amounts described in footnote 6 above, included in “all other compensation” for Mr. Bradbury is the sum of $38,942 representing compensation received in lieu of accrued vacation for 2008.

(8)

In addition to the amounts described in footnote 6 above, included in “all other compensation” for Mr. Foletta are the sums of $24,216, $16,144 and $16,144, representing compensation received in lieu of accrued vacation for 2010, 2009 and 2008, respectively. Included in “all other compensation” for Mr. Foletta in 2010 is the amount of $958 in term life premiums we paid for Mr. Foletta.

(9)	In addition to the amounts described in footnote 6 above, included in “all other compensation” for Mr. Gergen is the sum of $7,500 representing compensation received in lieu of accrued vacation for 2010 and the amount of $889 in term life premiums we paid for Mr. Gergen in 2010.

(10)	In addition to the amounts described in footnote 6 above, included in “all other compensation” for Dr. Kolterman are the sums of $25,384, $25,384 and $8,462, representing compensation received in lieu of accrued vacation for 2010, 2009 and 2008, respectively.

(11)

In addition to the amounts described in footnote 6 above, included in “all other compensation” for Ms. Lloyd in 2010 is the sum of $1,121 representing taxable relocation reimbursements, including tax gross ups of $516. Included in “all other compensation” for Ms. Lloyd in 2009 is the sum of $117,385 representing taxable relocation reimbursements, including tax gross ups of $51,004. Included in “all other compensation” for Ms. Lloyd in 2008 are the sums of $26,154 representing relocation assistance and $328,756 representing taxable relocation expense reimbursements, including tax gross ups of $143,831. Included in “all other compensation” for Ms. Lloyd in 2010 is the amount of $913 in term life premiums we paid for Ms. Lloyd.

Employment Agreements and Arrangements

With the exception of Mr. Bradbury, with whom we have a written employment agreement, we maintain oral at-will employment relationships with each of our currently serving Named Executive Officers: Mark G. Foletta, Mark J. Gergen, Orville G. Kolterman, M.D. and Marcea Bland Lloyd. Each of these executive officers receives our normal and customary employment benefits, generally on the same terms as all of our employees. The benefits include the right to (i) participate in our 401(k) Plan and our 2001 ESPP, and (ii) receive stock option grants and other equity awards under our 2009 EIP, stock grants under our ESOP and cash bonuses under our cash bonus plan. Each of our Named Executive Officers is also eligible, along with all of our employees holding the title of vice-president and above, to participate in our 2001 Deferred Compensation Plan and the Change in Control Plan. The benefits payable to our Named Executive Officers under our Change in Control Plan are more fully described below under the heading “Potential Payments upon Termination or Change in Control”. We also have customary indemnification agreements with our officers, including our Named Executive Officers.

On March 7, 2007, we entered into an employment agreement with Daniel M. Bradbury in connection with his appointment as President and Chief Executive Officer. Pursuant to the agreement, Mr. Bradbury is paid an annual cash salary and is eligible to participate in our annual cash bonus plan, with a target bonus equal to one hundred percent of his base salary. At the time we entered into this agreement with Mr. Bradbury, we granted him a one-time only option to purchase 450,000 shares of our common stock under our 2001 EIP, which fully vested four years from the date of grant. The agreement also provides that Mr. Bradbury will be eligible to participate in benefits under any executive benefit plan or arrangement which may be in effect from time to time and made available to our executive or key management employees and in the event of termination of employment without cause, Mr. Bradbury will be entitled to severance benefits including a payment equal to 12 month’s base salary and target bonus and continued company benefits for 12 months following such termination.

Additional discussion of the amounts listed in the Summary Compensation Table and an explanation of the amount of salary and incentive bonus paid to our Named Executive Officers in 2010 in proportion to total compensation can be found in the Compensation Discussion and Analysis in this proxy statement.

Grants of Plan-Based Awards For 2010

The following table provides information regarding each grant awarded to our Named Executive Officer for the fiscal year ended December 31, 2010.


Name	Grant date			Date of Board action granting award			Estimated possible payouts under non-equity incentive plan awards(1)						Estimated possible payouts under equity incentive plan awards(2)						All other stock awards: number of shares of stock or units (#)(3)		All other option awards: number of securities underlying options (#)		Exercise or base price of option awards ($/Sh)		Grant date fair value of stock and option awards ($)(4)
Name	Grant date			Date of Board action granting award			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or base price of option awards ($/Sh)		Grant date fair value of stock and option awards ($)(4)
Daniel M. Bradbury								-0-		675,020		1,147,500
		2/02/2010																				250,000		18.01		2,248,025
		2/02/2010												0		100,000		100,000								1,801,000		(5)
		2/01/2011	(6)		11/29/2010															453						7,350
		12/31/2010	(7)		2/5/2007	(8)														1,630						24,500

Mark G. Foletta								-0-		209,875		356,788
		2/02/2010																				50,000		18.01		449,605
		2/02/2010												0		15,000		15,000								270,150		(5)
		2/01/2011	(6)		11/29/2010															453						7,350
		2/31/2010	(7)		12/5/2007	(8)														1,630						24,500

Mark J. Gergen								-0-		195,000		331,500
		2/02/2010																				70,000		18.01		629,447
		2/02/2010												0		20,000		20,000								360,200		(5)
		2/01/2011	(6)		11/29/2010															453						7,350
		12/31/2010	(7)		12/5/2007	(8)														1,630						24,500

Orville G. Kolterman, M.D.								-0-		220,000		374,000
		2/02/2010																				60,000		18.01		539,526
		2/02/2010												0		15,000		15,000								270,150		(5)
		2/01/2011	(6)		11/17/2010															453						7,350
		12/31/2010	(7)		12/5/2007	(8)														1,630						24,500

Marcea Bland Lloyd								-0-		200,063		340,106
		2/02/2010																				60,000		18.01		539,526
		2/02/2010												0		20,000		20,000								360,200	(5)
		2/01/2011	(6)		11/17/2010															453						7,350
		12/31/2010	(7)		12/5/2007	(8)														1,630						24,500

(1)	The amounts shown in these columns represent the threshold, target and maximum payout levels under our annual bonus plan for 2010 performance. The potential payouts for Named Executive Officers are one hundred percent performance driven.

(2)	The amounts shown in these columns represent the threshold, target and maximum vesting levels of these performance-based RSUs. These RSUs will vest in full if the performance metric is achieved and will expire and be completely forfeited if the performance metric is not achieved.

(3)	Amounts shown in this column have been rounded to whole share amounts.

(4)

Unless otherwise noted, amounts pertaining to option awards listed in this column represent the aggregate grant date fair value computed in accordance with SFAS No. 123R. For a discussion of valuation assumptions for stock-based compensation, see Note 1 to our 2010 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2010 under the caption “Accounting for Stock-based Compensation.”

(5)

This amount represents the grant date fair value of this performance-based RSU award calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions for stock-based compensation, see Note 1 to our 2010 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2010 under the caption “Accounting for Stock-based Compensation.”

(6)	These shares were granted under our 401(k) plan.

(7)	These shares were granted under our ESOP.

(8)	Represents the date upon which the Board approved our ESOP.

The option and RSU award grants listed above were granted pursuant to the terms of our 2009 EIP. The options were granted at an exercise price equal to the closing price of shares of our common stock on the NASDAQ Stock Market on the date of grant shown above. The options listed above generally fully vest on the fourth anniversary of the date of grant with one-fourth of the option vesting on the first anniversary of the date of grant and in equal monthly installments for three years thereafter. These options expire seven years from the date of grant. The RSUs listed above have a performance-based vesting component such that they will only vest if we achieve positive non-GAAP operating income for the full year of 2011. If this performance metric is not achieved, these RSUs will expire and will be forfeited. Additional narrative discussion of our 2010 RSU grants, our 2010 option grants and our option grant practices can be found in the Compensation Discussion and Analysis of this proxy statement.

In November 2010, the Compensation Committee approved a 401(k) matching award in the form of shares of our common stock to employees equal to 50% of up to the first six percent of eligible earnings contributed to their individual 401(k) accounts. In order to allow for all potential 401(k) contributions through the end of 2010, the stock award was granted on February 1, 2011 and valued using of the closing price of our common stock on that date of $16.23 per share. Under the terms of our 401(k) plan, matching stock awards vest in equal annual installments over four years from the employee’s start date. Additional narrative discussion of our 2010 401(k) matching stock grant practices can be found in the Compensation Discussion and Analysis of this proxy statement.

In December 2007, the Board established the ESOP which provides for annual mandatory stock awards to eligible employees equal to 10% of their eligible plan year income up to qualified plan limits. Employees generally earn the right to receive the stock awards if they are employed by us on December 31 ^st of each plan year. The number of shares received by each of our Named Executive Officers for the 2010 plan year was determined by dividing 10% of eligible 2010 compensation by the closing price of our common stock on March 1, 2011 of $15.03 per share. Under the terms of the ESOP, all stock awards received under the ESOP vest in equal annual installments over four years from the employee’s participation in the plan. Additional narrative discussion of the annual ESOP stock award can be found in the Compensation Discussion and Analysis of this proxy statement.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding outstanding equity awards granted under our 2001 EIP and 2009 EIP held by our Named Executive Officers and unvested stock awards under our ESOP and 401(k) plan as of December 31, 2010.


	Option awards								Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable(1)		Option exercise price ($)		Option expiration date		Number of shares of stock that have not vested (#)			Market value of shares of stock that have not vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)		Equity Incentive Plan Awards: Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($)(2)
Daniel M. Bradbury		45,000		—		5.73		10/04/11							100,000		1,471,000
		36,000		—		11.95		8/02/12
		100,000		—		18.85		5/12/13
		100,000		—		22.60		5/04/14
		110,000		—		16.54		5/25/15
		120,000		—		41.34		5/16/16
		30,000		—		47.73		6/02/16
		421,875		28,125		36.90		3/07/17
		189,063		85,937		24.87		3/04/15
		87,500		112,500		9.02		3/04/16
		—		250,000		18.01		2/02/17

Mark G. Foletta		32,083		—		18.85		5/12/13							15,000		220,650
		40,000		—		22.60		5/04/14
		40,000		—		16.54		5/25/15
		50,000		—		41.34		5/16/16
		65,625		4,375		36.90		3/07/17
		48,125		21,875		24.87		3/04/15
		26,250		33,750		9.02		3/04/16
		—		50,000		18.01		2/02/17

Mark J. Gergen		41,500		—		16.80		5/09/15							20,000		294,200
		3,300		—		16.54		5/25/15
		35,000		—		41.34		5/16/16
		56,250		3,750		36.90		3/07/17
		48,125		21,875		24.87		3/04/15
		24,063		30,937		9.02		3/04/16
		—		70,000		18.01		2/02/17

Orville G. Kolterman, M.D.		16,600		—		11.125		3/08/11							15,000		220,650
		20,000		—		5.73		10/04/11
		20,300		—		11.95		8/02/12
		65,000		—		18.85		5/12/13
		65,000		—		22.60		5/04/14
		65,000		—		16.54		5/25/15
		55,000		—		41.34		5/16/16
		65,625		4,375		36.90		3/07/17
		44,688		20,312		24.87		3/04/15
		19,688		25,312		9.02		3/04/16
		—		60,000		18.01		2/02/17

Marcea Bland Lloyd		47,917		2,083		41.27		2/07/17		1,611	(4)		23,698		20,000		294,200
		37,813		17,187		24.87		3/04/15		403	(5)		5,928
		24,063		30,937		9.02		3/04/16
		—		60,000		18.01		2/02/17

(1)

Unvested options appearing in this column were granted under our 2001 EIP or our 2009 EIP. One-fourth of the option grant vests on the first anniversary of the grant date. Following the first anniversary of the grant date, the remaining options vest pro-rata on a monthly basis and become fully-vested on the fourth anniversary of the grant date.

(2)	Values in this column are based upon the closing price of our common stock of $14.71 on the NASDAQ Stock Market on December 31, 2010.

(3)	The RSUs listed in this column have a performance-based vesting component such that they will only vest if we achieve positive non-GAAP operating income for the full year of 2011. If this performance metric is not achieved, these RSUs will expire and will be forfeited.

(4)

Represents the total unvested shares of common stock granted to Ms. Lloyd under our ESOP. This amount has been rounded to a whole share amount. Shares granted under our ESOP vest in one-fourth increments for each year of participation in the ESOP with all shares becoming fully vested upon completion of four years of participation in the plan.

(5)

Represents the total number of unvested company matching shares granted to Ms. Lloyd pursuant to our 401(k) plan. Shares granted under our 401(k) plan vest in one-fourth increments for each year of employment with the company with all 401(k) matching shares becoming fully vested on the fourth anniversary date of employment.

Option Exercises and Stock Vested Table

The following table contains information regarding the number of shares of common stock acquired and the value realized pursuant to the exercise of stock options, and all stock awards vested and the value realized pursuant to the vesting of stock awards, by each of our Named Executive Officers during the year ended December 31, 2010.


	Option awards				Stock awards
Name	Number of shares acquired on exercise (#)(1)		Value realized on exercise ($)		Number of shares acquired on vesting (#)(2)			Value realized on vesting ($)(3)
Daniel M. Bradbury		77,606		289,078		3,202			47,101
Mark G. Foletta		638		6,112		3,202			47,101
Mark J. Gergen		—		—		3,202			47,101
Orville G. Kolterman, M.D.		25,000		92,475		3,202			47,101
Marcea Bland Lloyd		—		—		4,600	(4)		72,159	(5	)

(1)	All shares acquired upon option exercise during 2010 by our Named Executive Officers were retained by the Named Executive Officers and were not simultaneously sold upon exercise of the options.

(2)

Unless otherwise noted, represents 453 shares that were vested immediately upon grant pursuant to the terms of our 401(k) plan and 2,749 shares that vested pursuant to the terms of our ESOP. 401(k) matching shares vest in four equal annual installments on the anniversary of the Named Executive Officer’s employment start date. After the fourth anniversary of the employment start date, all matching shares granted under the 401(k) plan are vested immediately on the date of grant. All shares granted under the ESOP vest in one-fourth increments upon completion of 12 consecutive months of employment measured from the later of the January 1, 2007 effective date of the ESOP or the Named Executive Officer’s employment start date until all ESOP shares are fully vested upon completion of four years as a participant in the ESOP.

(3)	Unless otherwise noted, based upon the closing price of our common stock of $14.71 on the NASDAQ Stock Market on the December 31, 2010 vesting date.

(4)

Represents 290 shares that vested on the third anniversary of Ms. Lloyd’s employment start date and 340 shares that Ms. Lloyd became entitled to on December 31, 2010 and vested immediately upon the February 1, 2011 grant date pursuant to the terms of our 401(k) plan. Also represents 3,970 shares that vested in 2010 pursuant to the terms of our ESOP.

(5)	Based upon the closing price of our common stock on the NASDAQ Stock Market of $17.16 on February 5, 2010, the last trading price immediately prior to the February 7, 2010 vesting date, with respect to 1,834 shares and $14.71 on the December 31, 2010 vesting date with respect to 2,766 shares.

Nonqualified Deferred Compensation Table

The following table contains information regarding our Named Executive Officer’s participation in our 2001 Deferred Compensation Plan for the year ended December 31, 2010.


Name	Executive Contributions in Last FY ($)(1)		Aggregate Earnings in Last FY ($)(2)		Aggregate Withdrawals/ Distributions ($)(3)		Aggregate Balance at Last FYE ($)(4)
Daniel M. Bradbury		303,750		138,919		—		1,966,323
Mark G. Foletta		58,964		51,293		—		403,291
Mark J. Gergen.		—		—		—		—
Orville G. Kolterman, M.D.		—		82,063		—		752,037
Marcea Bland Lloyd		233,092		112,361		—		1,022,856

(1)	The contribution amounts contained in this column are reported in the Summary Compensation Table as follows:


Name	Salary Paid in 2010		Non-equity Incentive Plan Compensation Paid in 2010 for 2009 Performance		Other Compensation
Daniel M. Bradbury		303,750		—		—
Mark G. Foletta		20,987		37,977		—
Mark J. Gergen		—		—		—
Orville G. Kolterman, M.D.		—		—		—
Marcea Bland Lloyd		40,012		193,080		—

(2)	The aggregate earnings amounts contained in this column have not been reported in the Summary Compensation Table because none of our Named Executive Officers received above market or preferential earnings from their deferred compensation accounts.

(3)	None of our Named Executive Officers received distributions from their deferred compensation accounts in 2010.

(4)	Amounts shown in this column include deferred compensation that was included in our Summary Compensation Tables for years prior to 2010 as follows: Mr. Bradbury: $1,362,365; Mr. Foletta: $159,175; Dr. Kolterman: $678,695; and Ms. Lloyd: $539,066.

Our 2001 Deferred Compensation Plan is an unfunded plan designed for the purpose of providing deferred compensation to our directors and highly compensated executives. The plan allows executives to elect on an annual basis to defer receipt of portions of their salary and/or cash bonus into bookkeeping accounts with phantom investment alternatives that mirror the gains and/or losses of several different investment funds. The bookkeeping accounts are adjusted to reflect investment results resulting from fluctuations in the market value of the phantom investments. Participants may change their selected phantom investment alternatives at any time. The amounts reported in the aggregate earnings column above reflect any unrealized gains and losses, based on the increases or decreases in market value of investment funds for 2010 and realized gains, which represents interest earned during 2010 on deferred compensation.

Under the terms of the plan, in 2010 executive participants were permitted to defer up to 80% of their salary and up to 80% of their annual cash bonus. Elections must be made by December 31 ^st of each year to defer salary compensation that will be earned during the following year, and are irrevocable after that date. Elections to defer bonus

compensation must be made no later than six months prior to the end of calendar year, which is the applicable performance period to which the bonus relates, in accordance with applicable tax compliance requirements.

Executive participants may elect to receive a distribution of their account balance either in a lump sum or annual installments of up to 15 years, and may elect to commence payment either upon termination of employment, or a date specified by the executive at the time of initial deferral. Executives may also elect at the time of deferral to receive payment of their account balance in the event of a change of control of the company. Any changes in the executive’s distribution election are permitted only if made in accordance with applicable tax compliance requirements governing nonqualified deferred compensation plans. Any payments made to executives upon termination of employment will be delayed six months if required by applicable tax compliance requirements. Notwithstanding the executive’s election, for distributions made upon a termination of employment, annual installment payments are permitted under the plan only if at the time of termination the executive has attained age 65, or age 55 with 5 years of service with the company, or the termination is due to the executive’s death or disability. Executives may be entitled to receive earlier payments of their account balances through certain unforeseeable emergency withdrawals.

Amounts deferred by the executives are not subject to income tax until payment, but are subject to the Federal Insurance Contributions Act tax at the time of deferral. We are not required to make any contributions to the 2001 Deferred Compensation Plan, nor do we fund the plan. Participants have an unsecured contractual commitment by the company to pay the amount due under the plan. When such payments are due, cash will be distributed from our general assets.

Pension Benefits

We have no pension plans.

Potential Payments Upon Termination or Change In Control

Termination

Employment Agreement Provisions

Other than Mr. Bradbury, we have not entered into employment agreements with any of our Named Executive Officers. Mr. Bradbury has served as our President and Chief Executive Officer since March 1, 2007. On March 7, 2007, we entered into an employment agreement with Mr. Bradbury effective upon his promotion to that position. Mr. Bradbury’s employment is “at-will”, and his employment agreement can be terminated by us or by him at any time. Under the terms of his employment agreement, if Mr. Bradbury is terminated by us without cause or if he resigns for good reason, he will be entitled to severance benefits including a payment of 12 months base salary and target bonus, and continued company benefits for 12 months following such termination. Mr. Bradbury’s employment agreement also provides that if his employment terminates for any reason other than by us without cause or by him for good reason, he will be entitled to base salary and accrued and unused vacation benefits earned through the date of such termination at the rate in effect at that time.

Equity Awards

Under the provisions of our 2001 EIP and our 2009 EIP, vested options, including those held by our Named Executive Officers, remain exercisable for a period of 90 days or 3 months, respectively, following termination of services to Amylin other than for death or disability if the option does not otherwise expire during that period. If services to Amylin are terminated as a result of death or disability, vested options granted under the 2001 EIP and the 2009 EIP remain exercisable for a period of 12 months following such termination if the option does not otherwise expire during the 12-month period. For options granted after May 2003, optionees, including our Named Executive Officers, who retire at the age of 55 or older and who have provided five or more years of continuous service to Amylin at the date of retirement have the earlier of five years following their retirement or the option’s expiration date to exercise their option.

Deferred Compensation

Our Named Executive Officers participate in our 2001 Deferred Compensation Plan which permits the deferral of a portion of their compensation as described in the narrative description following the Nonqualified Deferred Compensation Table above. The last column in the Nonqualified Deferred Compensation Table above reports each Named Executive Officer’s aggregate plan balance as of December 31, 2010. At the time of deferral the Named Executive Officers may elect to receive a distribution of their deferred compensation account balance upon termination of employment, a specified date, and/or a change in control of the company. The Named Executive Officers may elect to receive a distribution of their account balance either in the form of a lump sum or annual installment payments of up to 15 years, and may elect a different form of distribution upon a change in control than that elected for other distribution events. Notwithstanding the executive’s election, for distributions made upon a termination of employment, annual installment payments are permitted under the plan only if at the time of termination the executive has attained age 65, or age 55 with 5 years of service with the company, or the termination is due to the executive’s death or disability. Executives may be entitled to receive earlier payments of their account balances through certain unforeseeable emergency withdrawals.

Change In Control

In August 2007, the Compensation Committee approved amendments to our Change in Control Plan which was originally adopted in February 2001. Under the amended double-trigger plan, each of our officers, including our Named Executive Officers, is entitled to receive severance payments and other benefits if his or her employment is terminated for certain reasons, or covered terminations, during the period beginning ninety days prior to and ending 13 months following the effective date of a change in control of Amylin. The amended plan clarifies that covered terminations include voluntary resignations as a result of a material reduction in base salary and a material diminution of the officer’s authority, duties and responsibilities which, in the case of our chief executive officer, includes no longer reporting directly to our board of directors or the board of directors of a successor company and in the case of our chief financial officer, includes the occurrence of a material diminution in the authority, duties or responsibilities of the supervisor to whom the chief financial officers is required to report.

The double-trigger Change in Control Plan provides our officers salary continuation benefits upon a covered termination as follows: (i) the chief executive officer and/or president would receive 36 months salary continuation; (ii) other executive officers would receive 24 months salary continuation; and (iii) non-executive officers would receive 18 months salary continuation. The Change in Control Plan also provides our officers lump sum bonus payments upon a covered termination equal to a specified percentage of their then-current annual target bonus as follows: (i) the chief executive officer and/or president would receive 300% of his target bonus; (ii) other executive officers would receive 200% of their target bonus; and (iii) non-executive officers would receive 100% of their target bonus. The Change in Control Plan also reimburses our officers for medical and dental COBRA payments for 18 months and clarifies that all then-outstanding unvested options and equity grants awarded prior to being promoted to an officer position and held by officers at the time of termination immediately vest in full. Officers would receive these benefits upon a covered termination provided they are not a party to any agreement with us that would not be superseded by the Change in Control Plan. As of the date of this proxy statement, none of our Named Executive Officers had separate agreements with us regarding change of control or severance benefits that supersede the Change in Control Plan.

To receive benefits under the Change in Control Plan, a recipient must execute a release of claims in favor of Amylin. Further, any benefits being paid under the plan will terminate immediately if at any time the recipient of such benefits violates any proprietary information, confidentiality or non-solicitation obligation to Amylin.

Options granted to officers under the 2001 EIP and 2009 EIP have included, and it is expected that options granted to officers under the 2009 EIP will continue to include, certain change in control provisions. The 2001 EIP and 2009 EIP provide that, in the event of a sale, lease or other disposition of all or substantially all of our assets or specified types of mergers or consolidations (each referred to as a corporate transaction), any surviving

or acquiring corporation shall either assume awards outstanding under the 2001 EIP and 2009 EIP or substitute similar awards for those outstanding under the 2001 EIP and 2009 EIP. If any surviving corporation declines to assume awards outstanding under the 2001 EIP and 2009 EIP or to substitute similar awards, then, with respect to participants whose service has not terminated as of the time of such corporate transaction, the vesting and the time during which such awards may be exercised will be accelerated in full, and all outstanding awards will terminate if the participant does not exercise such awards at or prior to the corporate transaction.

Further, if within 90 days prior to, or within 13 months following, the effective date of certain specified change in control transactions, an officer’s employment terminates without cause or under certain other specified circumstances, then the vesting and exercisability of the options and the vesting of any other equity awards held by such officer that were issued under the 2001 EIP and 2009 EIP shall accelerate in full.

The following table summarizes the value of payments our Named Executive Officers would have received had their employment relationship with us been terminated without cause on the last business day of our most recently completed fiscal year in connection with a change in control.


Name	Salary Continuation and Bonus Payment($)(1)			Acceleration of Equity Awards($)(2)		COBRA Payments($)(3)		Total($)
Daniel M. Bradbury		4,050,000	(4)		2,111,125		22,788		6,183,913
Mark G. Foletta		1,259,250			412,688		22,788		1,694,726
Mark J. Gergen		1,170,000			470,232		22,788		1,663,020
Orville G. Kolterman, M.D.		1,320,000			364,675		18,081		1,702,756
Marcea Bland Lloyd		1,200,375			470,232		15,670		1,686,277

(1)

Unless otherwise indicated, amounts shown in this column represent 24 months of salary continuation paid out over a 24-month period following December 31, 2010 and a lump-sum bonus paid on December 31, 2010 equal to two hundred percent of the Named Executive Officer’s 2010 target bonus amount. All amounts in this column are based on the Named Executive Officer’s base salary in effect on December 31, 2010.

(2)

Amounts shown in this column represent (i) the value of in-the-money unvested options granted under the 2001 EIP and 2009 EIP that would have accelerated if the Named Executive Officer was terminated on December 31, 2010 in connection with certain change in control events and are based on the difference between the market value per share of our common stock on that date and the exercise price of the respective options and (ii) the value of RSUs that would have accelerated if the Named Executive Officer was terminated on December 31, 2010 in connection with certain change in control events and are based on multiplying the number of RSUs that would have accelerated by the market value per share of our common stock on December 31, 2010.

(3)	Amounts shown in this column represent 18 months of medical and dental COBRA payments based on the Named Executive Officer’s benefits in effect on December 31, 2010.

(4)	Amount represents 36 months of salary continuation paid out over a 36-month period following December 31, 2010 and a lump-sum bonus paid on December 31, 2010 equal to three hundred percent of Mr. Bradbury’s 2010 target bonus.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain information as of December 31, 2010, with respect to all of our equity compensation plans in effect on that date (in thousands, except per share amounts).


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights(1)		Number of securities remaining available for issuance under equity compensation plans, (excluding securities reflected in first column)
Equity compensation plans approved by securityholders		18,612		24.19		8,569
Equity compensation plans not approved by securityholders		—		—		—

Total		18,612		24.19		8,569

We had the following equity compensation plans in effect as of December 31, 2010 that were adopted with the approval of our stockholders: the 2001 EIP, the 2009 EIP, the 2001 ESPP, the 1994 Non-Employee Directors’ Stock Option Plan, the 2003 Non-Employee Directors’ Plan and the Non-Employee Directors’ Deferred Compensation Plan.

(1)

The weighted average exercise price includes all outstanding stock options but does not include restricted stock units which do not have an exercise price. If the restricted stock units were included in this calculation, the weighted average exercise price would be $22.75. The total number of restricted stock units included in the first column is 1,107,050.

P ROPOSAL 3

A DVISORY V OTE O N C OMPENSATION O F O UR N AMED E XECUTIVE O FFICERS

We are asking our stockholders to approve an advisory resolution on the Company’s compensation of its Named Executive Officers as reported in this Proxy Statement. As described above in the “Compensation Discussion and Analysis” of this Proxy Statement, our compensation philosophy is designed to link corporate strategy and short-term and long-term goals with compensation, to enable us recruit and retain a team able to lead the company and to motivate employees to deliver results above plan.

The Compensation Committee has adopted compensation practices that it believes support our pay-for-performance culture and that are designed to closely align the interests of our executive officers with those of our stockholders. As shown in the Summary Compensation Table above, most of our Named Executive Officer compensation is delivered in the form of equity grants, a significant portion of which has a performance-based component such that the equity grants will not vest unless key performance metrics are achieved. We also have instituted stock ownership guidelines for all of our officers to further align the interests of our senior management with those of our stockholders.

We further believe that our cash compensation programs support our pay-for-performance philosophy. We note that our Named Executive Officers have not received a base salary increase since 2008 and that because we did not receive FDA approval for our drug candidate BYDUREON™, the Compensation Committee approved management’s recommendation not to pay cash bonuses under the Company’s corporate bonus plan on a company-wide basis for 2010 performance despite the fact that some of the corporate performance goals had been achieved.

We believe our executive compensation programs are designed in the best manner possible to support our company and our short- and long-term business and financial objectives. We urge our stockholders to read the

“Compensation Discussion and Analysis” contained in this Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to drive stockholder value. We also urge our stockholders to read our Annual Report on Form 10-K for the year ended December 31, 2010 which follows this Proxy Statement and describes our business and our 2010 financial results in more detail.

In accordance with recently adopted Section 14A of the Securities Exchange Act of 1934, as amended, and as a matter of good corporate governance, we are asking stockholders to approve the following non-binding advisory resolution at the 2011 Annual Meeting of Stockholders:

RESOLVED, that the stockholders of Amylin Pharmaceuticals, Inc. approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and related compensation tables, notes and narrative in this Proxy Statement for the Company’s 2011 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. Although it is non-binding, the Board and the Compensation Committee will review and carefully consider the voting results when evaluating our executive compensation program. To be approved, the resolution on compensation of our Named Executive Officers must receive a “For” vote from the majority of shares present and entitled to vote either in person or by proxy. Abstentions will be counted towards the tabulation of votes cast on proposals presented to stockholders and will have the same effect as negative votes. Broker non-votes will be counted towards a quorum, but will not be counted for any purpose in determining whether this matter has been approved.

T HE B OARD O F D IRECTORS R ECOMMENDS A V OTE FOR T HE A DVISORY R ESOLUTION O N C OMPENSATION O F O UR N AMED E XECUTIVE O FFICERS S ET F ORTH A BOVE

P ROPOSAL 4

A DVISORY V OTE O N T HE F REQUENCY O F F UTURE A DVISORY V OTES O N C OMPENSATION O F O UR N AMED E XECUTIVE O FFICERS

We are providing our stockholders a separate non-binding advisory vote to indicate their preference regarding whether an advisory vote on compensation of our Named Executive Officers should occur every one, two or three years. After careful consideration of this proposal, the Board has determined that an advisory vote on compensation of our Named Executive Officers that occurs once every year is the most appropriate alternative for the Company at this time. Therefore the Board recommends that stockholders vote in favor of an annual vote for the advisory vote on compensation of the Company’s Named Executive Officers.

The Board values the views of our stockholders and believes that an annual advisory vote on compensation of our Named Executive Officers will enable stockholders to provide frequent input for the Board’s and Compensation Committee’s consideration with respect to the review and approval of our executive compensation philosophy and practices. The Board recognizes that stockholders may have different views as to the best approach for the company with respect to this proposal, and therefore, the Board looks forward to hearing from our stockholders as to their preference on the frequency of the advisory vote on the compensation of our Named Executive Officers. In the future, the Board may determine that a less frequent advisory vote is appropriate, either in response to the voting results of this proposal at the 2011 Annual Meeting or for other reasons.

For the reasons stated above, the Board recommends that stockholders vote in favor of holding a non-binding advisory vote on compensation of our Named Executive Officers on an annual basis at the 2011 Annual Meeting. In voting on this advisory vote, stockholders should be aware that they are not voting “for” or “against” the Board’s recommendation to vote for a frequency of every year for holding future advisory votes on compensation of our Named Executive Officers. Rather, stockholders will be casting votes to recommend an advisory and non-binding vote on compensation of our Named Executive Officers which may be every year, once every two years or once every three years, or they may abstain entirely from voting on this proposal.

The frequency of the advisory vote on compensation of our Named Executive Officers receiving the greatest number of votes — every year, once every two years or once every three years — will be considered the frequency that stockholders prefer. For purposes of determining the vote regarding this proposal, abstentions and broker non-votes will have no impact on the vote. Proxies solicited by the Board will be voted for approval of a frequency of every year unless a stockholder specifies otherwise.

T HE B OARD O F D IRECTORS R ECOMMENDS A N A DVISORY V OTE F OR “ 1 Y EAR ” W ITH R ESPECT T O T HE F REQUENCY O F H OLDING A N A DVISORY V OTE O N C OMPENSATION O F O UR N AMED E XECUTIVE O FFICERS

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission, and is not to be incorporated by reference into any filing of Amylin under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The Audit Committee reviews our corporate accounting and financial reporting process on behalf of the Board. The Audit Committee is comprised solely of independent directors as defined in applicable NASDAQ and SEC regulations, and operates under a written charter approved by the Board. This charter is available on the corporate governance section of our website, www.amylin.com.

Management is responsible for the financial statements, the corporate accounting and financial reporting processes, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. Our independent auditors are responsible for planning and performing an independent audit of our financial statements in accordance with auditing standards generally accepted in the United States. Our independent auditors are also responsible for expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States.

In this context, the Audit Committee has met and held discussions with management and our independent auditors. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee has reviewed and discussed with management and our independent auditors the audited financial statements for the year ended December 31, 2010, including the appropriateness, not just the acceptability, of the accounting principles applied, the reasonableness of significant judgments, and the clarity and completeness of disclosure in the financial statements, and management’s assessment of the effectiveness of internal control over financial reporting at December 31, 2010.

The Audit Committee and our independent auditors discussed the auditors’ independence from Amylin and its management, including the matters in the written disclosures required by the Public Company Accounting Oversight Board’s Rule 3526 (Communication with Audit Committees Concerning Independence). The Audit Committee also discussed with our independent auditors matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU § 380).

The Audit Committee discussed with our independent auditors the overall scope and plans for their audit. The Audit Committee meets with our independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of our internal control over financial reporting, and the overall quality of our financial reporting. The Audit Committee met 10 times during 2010.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2010, for filing with the SEC.

THE AUDIT COMMITTEE:

Karin Eastham, Chair

Teresa Beck

Kathleen Behrens

C OMPENSATION C OMMITTEE I NTERLOCKS AND I NSIDER P ARTICIPATION

Mr. Adams, Ms. Beck and Ms. Eastham served on the Compensation Committee throughout 2010. None of these members of the Compensation Committee has ever been an officer or employee of ours or had a relationship in 2010 requiring disclosure under applicable SEC regulations. None of our executive officers currently serves, or served during 2010, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

C ERTAIN T RANSACTIONS

As stated in our Code for Shared Business Conduct, we expect our directors, officers and other employees to avoid conflicts of interest that interfere with their ability to act in the best interests of Amylin. We have adopted a written policy establishing the procedures to be followed for the review, approval or ratification of any transactions between Amylin and any of its directors and/or executive officers. Upon becoming aware of any such proposed transaction, directors and executive officers notify our Chief Compliance Officer who then determines whether the transaction requires the approval of the Audit Committee of our Board of Directors. Under its written charter, the Audit Committee is responsible for reviewing and approving any related person transactions that require disclosure to our stockholders under applicable requirements. Any transactions referred to the Audit Committee must be approved by the Audit Committee prior to consummation.

Our amended and restated certificate of incorporation provides that we will indemnify our directors and officers, and may indemnify other employees and other agents, to the fullest extent permitted by law. We have entered into indemnification agreements with each of our directors and officers. These agreements require us to indemnify each director and officer for expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or officer in any action arising out of the person’s services as a director or officer of the company. We believe that our charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

H OUSEHOLDING O F P ROXY M ATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers, banks or other agents) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

We have adopted householding and a number of brokers, banks or other agents with account holders who are stockholders of Amylin will be householding our proxy materials. Stockholders who participate in householding will continue to receive separate proxy cards. Beneficial stockholders can request information about householding from their banks, brokers, other holders of record, or our Investor Relations Department. If you participate in householding and wish to receive a separate copy of our 2010 annual report and proxy statement, or if you wish to receive separate copies of future annual reports and proxy statements, please call us at 858-552-2200, extension 7299 or write to: Amylin Pharmaceuticals, Inc., Investor Relations, 9360 Towne Centre Drive, San Diego, California 92121. We will deliver the requested documents to you promptly upon your request.

O THER M ATTERS

Our Board of Directors knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors

LOGO

Daniel M. Bradbury

President and Chief Executive Officer

San Diego, California

April 13, 2011

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC is available without charge upon written request to: Investor Relations, Amylin Pharmaceuticals, Inc., 9360 Towne Centre Drive, San Diego, California 92121.

A DMISSION T ICKET

2011 A NNUAL M EETING O F S TOCKHOLDERS


When:		Where:
Tuesday, May 24, 2011		Amylin Corporate Offices
9:00 a.m. Pacific Time		9360 Towne Centre Drive San Diego, CA 92121


This ticket will be required to admit you to the meeting. Please print your name and address and present this ticket at the door.		Name
		Address
		City, State and Zip Code


		C OMPLIMENTARY P ARKING P ASS

For complimentary parking, please place this pass on the dashboard of your car

when entering the parking lot.

Tuesday, May 24, 2011

9:00 a.m. Pacific Time

Amylin Headquarters

9360 Towne Centre Drive

San Diego, CA 92121

Refreshments will be served.

For more detailed directions,

please call (858) 552-2200 and

ask for Stockholder Meeting Services

Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting: The Combined Document is/are available at www.proxvote.com .

AMYLIN PHARMACEUTICALS, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

MAY 24, 2011

The undersigned hereby appoints Daniel M. Bradbury and Mark G. Foletta, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of stock of Amylin Pharmaceuticals, Inc. (the “Company”) which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of the Company to be held at the Company’s corporate headquarters, located at 9360 Towne Centre Drive, San Diego, California, 92121, on Tuesday, May 24, 2011, at 9:00 a.m., local time, and at any and all continuations, adjournments or postponements thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the matters on the reverse side and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting.

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3, AND FOR “1 YEAR” WITH RESPECT TO PROPOSAL 4, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

Continued and to be signed on reverse side

LOGO

AMYLIN PHARMACEUTICALS, INC.

9360 TOWNE CENTRE DR

SAN DIEGO, CA 92121

VOTE BY INTERNET — www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

VOTE BY PHONE — 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

The Board of Directors recommends that you vote FOR the following:

Election of Directors

For
All

Withhold
All

For All
Except

To withhold authority to vote for any

nominee(s), mark “For All Except” and

write the number(s) of the nominee(s)

on the line below.

Nominees

01) Adrian Adams, 02) Teresa Beck, 03) M. Kathleen Behrens, 04) Daniel M. Bradbury, 05) Paul N. Clark, 06) Paulo F. Costa, 07) Alexander Denner, 08) Karin Eastham, 09) James R. Gavin III, 10) Jay S. Skyler, 11) Joseph P. Sullivan

The Board of Directors recommends you vote FOR the following proposal(s):

For

Against

Abstain

To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2011.

Advisory vote on compensation of the Company’s Named Executive Officers.

The Board of Directors recommends that you vote “1 Year” on the following proposal:

Advisory vote on the frequency of future advisory votes on compensation of the Company’s Named Executive Officers.

1 Year

2 Years

3 Years

Abstain

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Please vote, date and promptly return this proxy in the enclosed return envelope which is postage prepaid if mailed in the United States.