AMLN Amylin Pharmaceuticals, Inc. (MM)

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 5, 2007, the Compensation and Human Resources Committee of the Board of Directors of Amylin Pharmaceuticals, Inc. adopted Amylin’s executive cash bonus plan for 2008, or the Plan.  The Plan is not contained in a formal written document, but a summary of the manner in which executive officer cash bonuses are determined is set forth below.

Amylin’s executive officers are entitled to earn cash bonus compensation based upon the achievement of certain specified corporate goals established by Amylin’s Board of Directors.  The corporate goals established for fiscal year 2008 for purposes of the Plan relate to product revenue and research and development results.

Under the Plan, each participant’s target bonus is established by multiplying such participant’s salary by a percentage value.  The percentage value for each executive officer is based on the participant’s level of responsibility within the company.

Following the end of the year, the Board determines whether the pre-established corporate goals were attained.  Based on this assessment, the Compensation and Human Resources Committee awards each participant a cash bonus equal to such participant’s target bonus multiplied by the percentage to which the pre-established corporate goals were attained or exceeded.  The Compensation and Human Resources Committee retains the discretion to determine that a participant will receive a cash bonus in an amount less than or greater than the amount earned by such participant under the Plan.