AMYLIN PHARMACEUTICALS INC
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>a84709exv10w4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4


                                            ***TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. SECTIONS 200.80(b)(4),
                                                            200.83 AND 240.24b-2


                          REGISTRATION RIGHTS AGREEMENT

                                     BETWEEN

                          AMYLIN PHARMACEUTICALS, INC.

                                       AND

                              ELI LILLY AND COMPANY


<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (the "REGISTRATION RIGHTS AGREEMENT")
is made as of this 19th day of September, 2002 (the "EFFECTIVE DATE") by and
between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation, having a principal
place of business at 9373 Towne Center Drive, San Diego, California 92121 (the
"COMPANY"), and ELI LILLY AND COMPANY, an Indiana corporation having a principal
place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 (the
"SHAREHOLDER").

                                    RECITALS

        The Company and the Shareholder are entering into, as of the Effective
Date, a Collaboration Agreement (the "COLLABORATION AGREEMENT") pursuant to
which they are agreeing to collaborate in the development and marketing of a
pharmaceutical compound.

        In connection with the Collaboration Agreement, the Company and the
Shareholder also are entering into, as of the Effective Date, several related
agreements including, among others:

        -       a Stock Purchase Agreement (the "STOCK PURCHASE AGREEMENT")
                pursuant to which the Shareholder is purchasing from the Company
                shares (the "CLOSING SHARES") of the Company's Common Stock, par
                value $0.001 per share (the "COMPANY COMMON STOCK");

        -       a Loan Agreement (the "LOAN AGREEMENT") pursuant to which the
                Shareholder may extend loans to the Company and then, subject to
                the conditions stated therein, elect to convert all or part of
                those loans into shares (the "LOAN CONVERSION SHARES") of
                Company Common Stock; and

        -       a Milestone Conversion Agreement (the "MILESTONE CONVERSION
                AGREEMENT") pursuant to which the Shareholder may elect, under
                specified conditions, to receive shares (the "MILESTONE
                CONVERSION SHARES") of Company Common Stock in respect of
                milestone payments made by the Shareholder to the Company
                pursuant to the Collaboration Agreement.

        In connection with the Shareholder's acquisition and potential future
acquisitions of shares of Company Common Stock pursuant to those agreements, the
Company and the Shareholder are entering into this Registration Rights Agreement
to provide the Shareholder with the right to have the resale of the Closing
Shares, the Loan Conversion Shares (if any), and the Milestone Conversion Shares
(if any) registered under applicable securities laws, as more fully set forth
below.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the mutual covenants herein and in
the foregoing agreements, the parties hereto agree as follows:



                                       1.
<PAGE>

SECTION 1. DEFINITIONS.

        Capitalized terms not defined herein shall have the meanings given to
them in the Collaboration Agreement. For purposes of this Agreement, the
following terms shall have the following meanings:

        The term "ANTICIPATORY DEMAND" shall have the meaning assigned thereto
in Section 2(a) of this Agreement.

        The term "CLOSING SHARES" shall have the meaning assigned thereto in the
Recitals.

        The term "COLLABORATION AGREEMENT" shall have the meaning assigned
thereto in the Recitals.

        The term "COMMISSION" means the United States Securities and Exchange
Commission or any successor federal agency at the time administering the
Securities Act.

        The term "COMPANY" shall have the meaning assigned thereto in the
opening paragraph.

        The term "COMPANY COMMON STOCK" shall have the meaning assigned thereto
in the Recitals.

        The term "CONVERSION" means any conversion of indebtedness or milestone
payments into Company Common Stock pursuant to the Loan Agreement or the
Milestone Conversion Agreement.

        The term "CONVERSION AMOUNT" means, with respect to any Conversion, the
aggregate amount of indebtedness and/or milestone payments converted into
Company Common Stock.

        The term "CONVERSION DATE" means, with respect to any Conversion, the
date as of which such Conversion is effective, determined in accordance with the
Loan Agreement or the Milestone Conversion Agreement, as the case may be.

        The term "CONVERSION DEMAND" shall have the meaning assigned thereto in
Section 2(a) of this Agreement.

        The term "CONVERSION DEMAND REGISTRATION" means any Demand Registration
pursuant to a Conversion Demand.

        The term "CONVERSION NOTICE" means, with respect to any Conversion, the
written notice delivered by the Shareholder to the Company pursuant to which the
Shareholder elects to effect such Conversion.

        The term "CONVERSION SHARES" means the Loan Conversion Shares and the
Milestone Conversion Shares.



                                       2.
<PAGE>

        The term "DEMAND" means any written demand pursuant to this Agreement by
a Holder to the Company for a Demand Registration, including both Conversion
Demands and Ordinary Demands.

        The term "DEMAND DATE" means, with respect to any Demand, the date such
Demand is delivered to the Company.

        The term "DEMAND REGISTRATION" means the registration under the
Securities Act and pursuant to this Agreement of any Registrable Securities
pursuant to a Demand.

        The term "DEMANDING SELLERS" shall have the meaning assigned thereto in
Section 2(f) of this Agreement.

        The term "EXCHANGE ACT" means the Securities Exchange Act of 1934, or
any federal statute or statutes that may be enacted to take the place of such
Act, together with all rules and regulations promulgated thereunder.

        The term "HOLDER" means any Person who owns of record, or has the right
(whether or not presently exercisable) to acquire, Registrable Securities.

        The term "LOAN AGREEMENT" shall have the meaning assigned thereto in the
Recitals.

        The term "LOAN CONVERSION SHARES" shall have the meaning assigned
thereto in the Recitals.

        The term "MAXIMUM DEMAND NUMBER" shall have the meaning assigned thereto
in Section 2(f) of this Agreement.

        The term "MILESTONE CONVERSION AGREEMENT" shall have the meaning
assigned thereto in the Recitals.

        The term "MILESTONE CONVERSION SHARES" shall have the meaning assigned
thereto in the Recitals.

        The term "ORDINARY DEMAND" means any Demand other than a Conversion
Demand.

        The term "ORDINARY DEMAND REGISTRATION" means any Demand Registration
pursuant to an Ordinary Demand.

        The term "PERSON" means any individual, firm, corporation, partnership,
limited liability company or other entity, and shall include any successor (by
merger or otherwise) of such entity.

        The term "PRIMARY OFFERING" means an offering by the Company of its own
securities and on its own behalf.

        The term "REGISTRABLE SECURITIES" means (i) the Closing Shares, (ii) the
Conversion Shares and (iii) any securities issued or issuable with respect to
the Closing Shares or the Conversion Shares (or other Registrable Securities by
virtue of this clause (iii)) by way of a



                                       3.
<PAGE>

dividend, stock split, combination of shares, recapitalization, reorganization,
reclassification, merger, consolidation, conversion, compulsory share exchange
or any transaction or series of related transactions in which shares of Company
Common Stock or Registrable Securities are changed into, converted into or
exchanged for other securities. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when (i) a registration
statement registering the sale or disposition of such securities under the
Securities Act has been declared effective and such securities have been sold or
otherwise transferred by the Holder thereof pursuant to such registration
statement, or (ii) such securities are sold in compliance with Rule 144 or
pursuant to a private transaction in which the Shareholder's registration rights
are not assigned to such transferee.

        The term "REGISTRATION EXPENSES" shall have the meaning assigned thereto
in Section 6 of this Agreement.

        The term "REQUISITE AMOUNT" means the lesser of (i) 100,000 shares of
Company Common Stock (subject to appropriate adjustment in the event of any
split or combination of shares, recapitalization or similar transaction) or, if
shares of Company Common Stock are changed into, converted into or exchanged for
other securities pursuant to any recapitalization, merger or similar
transaction, such number of other securities as a holder of 100,000 shares of
Company Common Stock would receive pursuant to such transaction, or (ii) such
number of Conversion Shares as the Shareholder may be entitled to receive upon
Conversion of a Conversion Amount equal to $2,000,000.

        The term "RULE 144" means Rule 144 (or any successor provisions)
promulgated under the Securities Act.

        The term "RULE 145" means Rule 145 (or any successor provisions)
promulgated under the Securities Act.

        The term "RULE 415" means Rule 415 (or any successor provisions)
promulgated under the Securities Act.

        The term "SECURITIES ACT" means the Securities Act of 1933, or any
federal statute or statutes that may be enacted to take the place of such Act,
together with all rules and regulations promulgated thereunder.

        The term "SELLING EXPENSES" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities.

        The term "SHAREHOLDER" shall have the meaning assigned thereto in the
opening paragraph.

        The term "SHARES" shall mean the Closing Shares and the Conversion
Shares.

        The term "STOCK PURCHASE AGREEMENT" shall have the meaning assigned
thereto in the Recitals.



                                       4.
<PAGE>

        The term "TRANSFER" shall mean any sale, exchange, transfer, assignment,
gift, pledge, encumbrance, hypothecation or alienation of any Shares, or any
interest in such securities, now held or hereafter acquired by a Holder, whether
voluntary, involuntary or by operation of law.

        The term "TRANSFEREE" shall mean any Person in receipt of Shares
following a Transfer.

SECTION 2. DEMAND REGISTRATIONS.

                (a) CONVERSION DEMANDS. The Shareholder shall be entitled, in
connection with each Conversion, to make a Demand (a "CONVERSION DEMAND") for a
Conversion Demand Registration of all or part of the Conversion Shares and, at
the Shareholder's election, all or part of any other Registrable Securities then
owned by the Shareholder. The Shareholder may make a Conversion Demand for
registration of Conversion Shares that it does not own on the Demand Date (i.e.,
the Shareholder may make the Conversion Demand in advance of the applicable
Conversion Date) (an "ANTICIPATORY DEMAND"), so long as the Shareholder has
already given the applicable Conversion Notice or gives it on the Demand Date.
An Anticipatory Demand also may include Registrable Securities owned by the
Shareholder on the Demand Date. Notwithstanding the foregoing, or any other
provision of this Agreement, the Company shall have no obligation to file a
registration statement pursuant to this Agreement more frequently than four (4)
times per calendar year. Unless otherwise specified, each Anticipatory Demand
shall be deemed to (i) include a request (with which the Company agrees to use
its reasonable efforts to comply) that the Company not cause or permit the
registration statement to become effective prior to the applicable Conversion
Date, and (ii) require registration of a number of Registrable Securities equal
to the sum of (x) in respect of Registrable Securities owned by the Shareholder
on the Demand Date, such number, if any, as is specified in the Demand and (y)
in respect of Conversion Shares not yet owned by the Shareholder on the Demand
Date, such number as is actually issued to the Shareholder on the Conversion
Date in respect of the applicable Conversion Amount.

                (b) ORDINARY DEMANDS. The Holders shall be entitled, at any time
and from time to time, but not more frequently than once per calendar year, to
make an Ordinary Demand for an Ordinary Demand Registration of all or part of
the Registrable Securities. Notwithstanding the foregoing, or any other
provision of this Agreement, the Company shall have no obligation to file a
registration statement pursuant to this Agreement more frequently than four (4)
times per calendar year. Within 10 days after receipt of any Ordinary Demand,
the Company shall give written notice thereof to all other Holders of
Registrable Securities and, to the extent so requested by such Holders (but
subject to the other terms of this Agreement), shall include in such
registration all Registrable Securities of each Holder who requests such
inclusion within 10 days after receipt of such notice.

                Notwithstanding any other provision of this Agreement, in no
event shall the Company be required to file any registration statement pursuant
to this Agreement prior to the date as of which Shares may be sold by the
Shareholder pursuant to Section 11.1 of the Loan Agreement.

                (c) REQUIREMENTS FOR DEMANDS. Each Demand shall specify the
number of Registrable Securities to be registered and, in the case of an
Anticipatory Demand, the applicable Conversion Amount. Each Demand also shall
specify the intended method of distribution, to the



                                       5.
<PAGE>

extent known on the Demand Date, including whether such method contemplates an
offering to be made on a delayed or continuous basis pursuant to Rule 415. No
Demand shall be effective or impose any obligation upon the Company unless it
requires registration of no less than the Requisite Amount of Registrable
Securities.

                (d) SATISFACTION OF OBLIGATIONS. Subject to Section 4, a
registration shall not be treated as a Demand Registration until the applicable
registration statement with respect to such Demand Registration has been filed
with the Commission and maintained continuously effective for a period of at
least 150 days (or such shorter period as shall have been sufficient to permit
all Registrable Securities included therein to have been sold thereunder in
accordance with the manner of distribution set forth in such registration
statement).

                (e) LIMITATIONS WITH RESPECT TO DEMAND REGISTRATIONS. The
Company shall not be obligated to take any action to effect any Demand
Registration in any state or jurisdiction in which the Company would be required
to execute a general consent to service of process in connection therewith,
unless the Company already is subject to service in such jurisdiction and except
as may be required by the Securities Act; provided that the Company agrees to
execute customary consents to service of process required by any state's
securities laws in connection with securities offerings. The Company shall be
entitled to postpone the filing or the effectiveness of a registration statement
in respect of a Demand or suspend the use or effectiveness of any such
registration statement for up to [...***...] (but no more than [...***...] in
any period of [...***...] provided, that postponements and suspensions during
any such [...***...] shall not exceed [...***...] in the aggregate) if the
Company furnishes to the Holders a certificate signed by the chief executive
officer of the Company stating that, (i) in the good faith judgment of the
Company's Board of Directors, effecting the Demand Registration in respect of
such Demand or effecting any transactions pursuant to such registration
statement (x) would have a material adverse effect on any proposal or plan by
the Company to engage in any material debt or equity financing, acquisition or
disposition of assets (outside the ordinary course of business) or any material
merger, share exchange, consolidation, tender offer or other transaction, or (y)
would involve disclosure obligations contrary to the Company's best interests,
or (ii) (x) the Company has received a request by the Commission or any other
federal or state governmental authority during the period of effectiveness of a
registration statement filed by the Company in accordance with a Demand
Registration for amendments or supplements to such a registration statement or
related prospectus or for additional information, (y) the Commission or any
other federal or state governmental authority have issued any stop order
suspending the effectiveness of a registration statement filed by the Company in
accordance with a Demand Registration or have initiated any proceedings for that
purpose, or (z) the Company has received any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose. Each Holder agrees not to effect any transactions
pursuant to any registration statement with respect to which any such suspension
is at any time in effect. To the extent that any request, stop order or
notification referred to in the foregoing clause (ii) is made or issued by a
state governmental authority, the suspension of the registration statement shall
be invoked only with respect to the state over which such authority has
jurisdiction. If so directed by the Company, all Holders registering shares
under such registration statements shall use their best efforts to deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies then in such Holders'

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                       6.
<PAGE>

possession, of the applicable prospectus relating to such Registrable Securities
that is current at the time of receipt of such notice. In addition, the Company
shall not be obligated to take any action to effect any such Demand Registration
during the period starting with the date 60 days prior to the Company's
estimated date of filing of, and ending on the date 90 days immediately
following the effective date of, any registration statement pertaining to a
Primary Offering of securities of the Company (other than a registration of
securities in a transaction under Rule 145 or with respect to an employee
benefit plan), provided that the Company is actively employing in good faith all
reasonable efforts to cause such registration statement to become effective.

                (f) PRIORITY IN DEMAND REGISTRATIONS. In connection with a
Demand Registration, if any managing underwriter (or, if such Demand
Registration is not an underwritten offering, a nationally recognized
independent underwriter selected by the Company and reasonably acceptable to the
Holders of a majority of the Registrable Securities sought to be registered in
such Demand Registration (and whose fees and expenses shall be borne solely by
the Company, except that in no event shall the Company pay any Selling Expenses
associated with the sale of the Registrable Securities, which shall be borne
solely by the Holders)) advises the Company and the Holders of the Registrable
Securities sought to be included in such Demand Registration that, in its
opinion, the inclusion of all the Registrable Securities and any other
securities of the Company, in each case, sought to be registered in connection
with such Demand Registration would adversely affect the marketability of the
Registrable Securities sought to be sold pursuant thereto, then the Company
shall include in the registration statement applicable to such Demand
Registration only such securities as the Holders of Registrable Securities
sought to be registered therein ("DEMANDING SELLERS") and the Company are
advised by such underwriter can be sold without such an effect (the "MAXIMUM
DEMAND NUMBER"), as follows and in the following order of priority:

                (i)     first, the number of Registrable Securities sought to be
                        registered by each Demanding Seller, pro rata in
                        proportion to the number of Registrable Securities
                        sought to be registered by all Demanding Sellers; and

                (ii)    second, if the number of Registrable Securities to be
                        included under clause (i) next above is less than the
                        Maximum Demand Number, the number of securities sought
                        to be included by each other seller, pro rata in
                        proportion to the number of securities sought to be sold
                        by all such other sellers, which in the aggregate, when
                        added to the number of securities to be included
                        pursuant to clause (i) next above, equals the Maximum
                        Demand Number.

                (g) SELECTION OF UNDERWRITERS. If the Holders of a majority of
the Registrable Securities sought to be registered in a Demand Registration
request that such Demand Registration be an underwritten offering, then such
Holders shall select a nationally recognized underwriter or underwriters to
manage and administer such offering (at such Holders' expense), such underwriter
or underwriters, as the case may be, to be subject to the approval of the
Company's Board of Directors, which approval shall not be unreasonably withheld.



                                       7.
<PAGE>

SECTION 3. RESTRICTIONS ON TRANSFER.

                (a) Subject to such additional restrictions set forth in this
Section 3, each Holder agrees not to make any Transfer of all or any portion of
its Shares unless and until:

                (i)     there is then in effect a registration statement under
                        the Securities Act covering such proposed Transfer and
                        such Transfer is made in accordance with such
                        registration statement; or

                (ii)    (A) The Transferee has agreed in writing to be bound by
                        the terms of Sections 3, 8 and 13 of this Registration
                        Rights Agreement, (B) such Holder shall have notified
                        the Company of the proposed Transfer and shall have
                        furnished the Company with a detailed statement of the
                        circumstances surrounding the proposed Transfer, and (C)
                        such Holder shall have furnished the Company with an
                        opinion of counsel, satisfactory to the Company, that
                        such Transfer will not require registration of such
                        Shares under the Securities Act. Notwithstanding the
                        foregoing, the Company will not require the Transferee
                        to be bound by the terms of Section 3, 8 and 13 of this
                        Registration Rights Agreement if the Company shall
                        determine that such Transferee has acquired said Shares
                        pursuant to a transaction in compliance with Rule 144
                        under the Securities Act.

                (b) Notwithstanding the provisions of subsection (a) above, no
restriction pursuant to subsection (a) shall apply to a Transfer by a Holder
that is a corporation Transferring to a wholly-owned subsidiary or a parent
corporation that owns all of the capital stock of the Holder; provided, that in
each case the Transferee has agreed in writing to be subject to the terms of
this Registration Rights Agreement to the same extent as if it were an original
Holder hereunder.

                (c) Each certificate representing Shares shall be stamped or
otherwise imprinted with legends substantially similar to the following (in
addition to any legend required under applicable state securities laws or the
Company's Bylaws):

                THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
                THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED,
                SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
                UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY
                HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
                AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

                THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
                REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND
                CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND



                                       8.
<PAGE>

                BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH
                AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY
                OF THE COMPANY.

                (d) The Company shall be obligated to reissue promptly
unlegended certificates at the request of any Holder thereof if the Holder shall
have obtained an opinion of counsel (which counsel may be counsel to the
Company) acceptable to the Company to the effect that the securities proposed to
be disposed of may lawfully be so disposed of without registration,
qualification and legend.

                (e) Any legend endorsed on an instrument pursuant to applicable
state securities laws and the stop-transfer instructions with respect to such
securities shall be removed upon receipt by the Company of an order of the
appropriate blue sky authority authorizing such removal.

                (f) If a Holder [...***...], and, if known, [...***...].
Notwithstanding the foregoing, (i) [...***...] in connection with [...***...]
and (ii) with respect to [...***...] whether [...***...] with respect to
[...***...] except to the extent that the information [...***...].

SECTION 4. WITHDRAWAL RIGHTS.

        Any Holder of Registrable Securities, having notified or directed the
Company to include any or all of its Registrable Securities in a registration
statement under the Securities Act, shall have the right to withdraw any such
notice or direction with respect to any or all of the Registrable Securities
designated for registration thereby by giving written notice to such effect to
the Company prior to the effective date of such registration statement. In the
event of any such withdrawal, the Company shall not include such Registrable
Securities in the applicable registration and such Registrable Securities shall
continue to be Registrable Securities hereunder. No such withdrawal shall affect
the obligations of the Company with respect to the Registrable Securities not so
withdrawn; provided that if such withdrawal shall reduce the number of
Registrable Securities sought to be included in such registration below the
Requisite Amount, then the Company shall as promptly as practicable give each
Holder of Registrable Securities so to be registered notice to such effect,
referring to this Agreement and summarizing this Section, and within five
business days following the effectiveness of such notice, either the Company or
the Holders of a majority of the Registrable Securities may, by written notice
to each Holder of Registrable Securities or the Company, respectively, elect
that such registration statement not be



                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       9.
<PAGE>

filed or, if theretofore filed, be withdrawn. During such five business day
period, the Company shall not file such registration statement if not
theretofore filed or, if such registration statement has been theretofore filed,
the Company shall not seek, and shall use reasonable efforts to prevent, the
effectiveness thereof. Any registration statement not filed or withdrawn in
accordance with an election by the Company or the Holders of Registrable
Securities shall not be counted as a Demand for purposes of Section 2 hereof
provided, that such Holders requesting a withdrawal shall pay the Company's
actual expenses incurred in connection with any such withdrawn registration
statement.

SECTION 5. REGISTRATION PROCEDURES.

        Subject to the limitations described in Section 2(e), whenever the
Holders of Registrable Securities have made a Demand that any Registrable
Securities be registered pursuant to this Registration Rights Agreement, the
Company shall use its reasonable efforts, subject to receipt of necessary
information from each Holder, to effect the registration of such Registrable
Securities as requested pursuant to a Demand in accordance with the intended
method of disposition thereof and, in connection therewith, the Company shall,
as expeditiously as possible:

                (a) prepare and file with the Commission a registration
statement with respect to such Registrable Securities and use its reasonable
efforts to cause such registration statement to become effective, the Company
shall use its best efforts to (i) file such registration statement with the
Commission within [...***...] after the Demand Date, and (ii) subject to any
timing considerations as referenced in Section 2(a) in connection with an
Anticipatory Demand, cause such registration statement to become effective
within [...***...] after such registration statement is filed with the
Commission;

                (b) subject to Section 5(f) below, prepare and file with the
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a continuous period of not less than
[...***...] (or, if earlier, until all Registrable Securities included in such
registration statement have been sold thereunder in accordance with the manner
of distribution set forth therein) and, in all cases, comply with the provisions
of the Securities Act applicable to the Company with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof as
set forth in such registration statement (including, without limitation, by
incorporating in a prospectus supplement or post-effective amendment, at the
request of a seller of Registrable Securities, the terms of the sale of such
Registrable Securities);

                (c) before filing with the Commission any such registration
statement or prospectus or any amendments or supplements thereto, the Company
shall furnish to counsel selected by the Holders of a majority of the
Registrable Securities covered by such registration statement and counsel for
the underwriter or sales or placement agent, if any, in connection therewith,
drafts of all such documents proposed to be filed and provide such counsel with
a reasonable opportunity for review thereof and comment thereon, such review to
be conducted and such comments to be delivered with reasonable promptness,
provided that any unreasonable delay shall be deemed to extend the [...***...]
period referenced in Section 5(a) above for the term of any such delay;



                                               *CONFIDENTIAL TREATMENT REQUESTED


                                      10.
<PAGE>

                (d) promptly (i) inform the selling Holders of Registrable
Securities of each of (x) the filing and effectiveness of the registration
statement and prospectus and any amendments or supplements thereto, (y) the
receipt of any comments from the Commission or any state securities law
authorities or any other governmental authorities with respect to any such
registration statement or prospectus or any amendments or supplements thereto,
and (z) any oral or written stop order with respect to such registration, any
suspension of the registration, or qualification of the sale of such Registrable
Securities in any jurisdiction or any initiation or threatening of any
proceedings with respect to the foregoing and (ii) use its reasonable efforts to
obtain the withdrawal of any order suspending the registration or qualification
(or the effectiveness thereof) or suspending or preventing the use of any
related prospectus in any jurisdiction with respect thereto;

                (e) upon request, furnish to each seller of Registrable
Securities, the underwriters and the sales or placement agent, if any, and
counsel for each of the foregoing, a conformed copy of such registration
statement and each amendment and supplement thereto (in each case, including all
exhibits thereto and documents incorporated by reference therein) and such
number of additional copies of such registration statement, each amendment and
supplement thereto, the prospectus (including each preliminary prospectus)
included in such registration statement and prospectus supplements and all
exhibits thereto and documents incorporated by reference therein and such other
documents as such seller, underwriter, agent or counsel may reasonably request
in order to facilitate the disposition of the Registrable Securities owned by
such seller, the use of each of which thereby and therefor to which the Company
hereby consents provided, however, that the obligation of the Company to deliver
copies of prospectuses and prospectus supplements (in each case including all
exhibits thereto and documents incorporated by reference therein) to the seller
of Registrable Securities is expressly conditioned upon such seller's agreement
hereunder, and shall be further subject to the receipt by the Company (if
requested) of reasonable assurances from the seller of Registrable Securities,
that such seller will comply with the applicable provisions of the Securities
Act and of such other securities or blue sky laws as may be applicable in
connection with any use of such prospectuses;

                (f) if requested by the managing underwriter or underwriters of
any registration or by the Holders of a majority of the Registrable Securities
included in any registration statement, subject to approval of counsel to the
Company in its reasonable judgment, promptly incorporate in a prospectus
supplement or post-effective amendment to the registration statement such
information concerning underwriters and the plan of distribution of the
Registrable Securities as such managing underwriter or underwriters or such
Holders reasonably shall furnish to the Company in writing and request be
included therein, including, without limitation, with respect to the number of
Registrable Securities being sold by such Holders to such underwriter or
underwriters, the purchase price being paid therefor by such underwriter or
underwriters and with respect to any other terms of the underwritten offering of
the Registrable Securities to be sold in such offering; and make all required
filings of such prospectus supplement or post-effective amendment as soon as
reasonably possible after being notified of the matters to be incorporated in
such prospectus supplement or post-effective amendment;

                (g) use its reasonable efforts to register or qualify such
Registrable Securities under such securities or "blue sky" laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to keep



                                      11.
<PAGE>


such registration or qualification in effect for so long as the registration
statement remains effective under the Securities Act (provided that the Company
shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph, (ii) subject itself to taxation in any such jurisdiction where it
would not otherwise be subject to taxation but for this paragraph or (iii)
execute a general consent to service of process in any jurisdiction);

                (h) notify each seller of such Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, upon the discovery that, or of the happening of any event as a
result of which, the registration statement covering such Registrable
Securities, as then in effect, contains an untrue statement of a material fact
or omits to state any material fact required to be stated therein or any fact
necessary to make the statements therein not misleading, and, subject to the
timing limitations described in Section 2(e) with respect to the Company's
ability to suspend the effectiveness of a registration statement, promptly
prepare and furnish to each such seller a supplement or amendment to the
prospectus contained in such registration statement so that such registration
statement shall not, and such prospectus as thereafter delivered to the
purchaser of such Registrable Securities shall not, contain an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or any fact necessary to make the statements therein not misleading;

                (i) cause all such Registrable Securities to be listed on the
primary securities exchange or market on which or through which securities of
the same class of the Company are then listed or traded;

                (j) use its reasonable efforts to comply with all applicable
laws related to such registration statement and offering and sale of securities
and all applicable rules and regulations of governmental authorities in
connection therewith (including, without limitation, the Securities Act and the
Exchange Act); and

                (k) make generally available to its security holders as soon as
practicable, but in any event not later than 90 days following the close of the
period covered thereby, an earnings statement, covering a 12-month period
beginning not later than the first day of the Company's fiscal quarter next
following the "effective date" (as defined in Rule 158 under the Securities Act)
of the registration statement, of the Company (which need not be audited)
complying with Section 11(a) of the Securities Act and the rules and regulations
of the Commission thereunder (including Rule 158).

        It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Section 5 that the selling Holders shall
furnish to the Company such information regarding themselves, the Registrable
Securities held by them and the intended method of disposition of such
securities as shall be required to effect the registration of their Registrable
Securities. Each Holder hereby further agrees that it will promptly notify the
Company of any changes in the information set forth in any registration
statement regarding said Holder or its intended plan of distribution.

        Whether or not the Company suspends the use of the registration
statement and prospectus as provided in Section 2(e) of this Registration Rights
Agreement above, each seller



                                      12.
<PAGE>

of Registrable Securities hereunder agrees that upon receipt of any notice from
the Company of the happening of any event of the kind described in paragraph (h)
of this Section 5, such seller shall forthwith discontinue such seller's
disposition of Registrable Securities pursuant to the applicable registration
statement and prospectus relating thereto until such seller's receipt of the
copies of the supplemented or amended prospectus contemplated by paragraph (h)
of this Section 5 and, if so directed by the Company, deliver to the Company all
copies, other than permanent file copies, then in such seller's possession of
the prospectus current at the time of receipt of such notice relating to such
Registrable Securities. In the event the Company shall give such notice, the
[...***...] period during which such registration statement must remain
effective pursuant to this Agreement shall be extended by the number of days
during the period from the date of giving of a notice regarding the happening of
an event of the kind described in paragraph (h) of this Section 5 to the date
when all such sellers shall receive such a supplemented or amended prospectus
and such prospectus shall have been filed with the Commission.

SECTION 6. REGISTRATION EXPENSES.

        All expenses incident to the Company's performance of, or compliance
with, its obligations under this Agreement, including, without limitation, all
registration and filing fees, all fees and expenses of compliance with
securities and "blue sky" laws, all printing and copying expenses, and all fees
and expenses of the Company's independent certified public accountants and
counsel and other Persons retained by the Company in connection therewith
(collectively, the "REGISTRATION EXPENSES") shall be borne by the Company,
unless otherwise provided in this Agreement. In no event shall the Company be
required to bear any Selling Expenses. The Company also shall bear in all events
(and without implication that the contrary otherwise would be true) its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties, and the expense of
any financial statement audit) and the expenses and fees for listing the
securities to be registered on each securities exchange and market on which
securities of the same class issued by the Company are then listed or traded.
The Holders of the Registrable Securities included in a registration statement
shall bear the fees and expenses of their own counsel and all Selling Expenses
applicable to the sale of the Registrable Securities in the registration
statement.

SECTION 7. INDEMNIFICATION.

                (a) BY THE COMPANY. The Company agrees to indemnify, to the
fullest extent permitted by law, each Holder of Registrable Securities and its
officers, directors, employees and agents and each Person who controls (within
the meaning of the Securities Act) such Holder, against all losses, claims,
damages, liabilities and expenses caused by (i) any untrue or alleged untrue
statement of material fact contained or incorporated by reference in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or (ii) any omission or alleged omission of a
material fact required to be stated therein or of a fact necessary to make the
statements therein not misleading, except, in either case, insofar as the same
arise out of or are based upon (a) information furnished in writing to the
Company by such Holder expressly for use therein, (b) the failure of such Holder
to comply with the covenants and agreements contained in this Registration
Rights Agreement respecting the sale of the Registrable Securities, (c) the
inaccuracy of any representations made by such Holder in this


                                               *CONFIDENTIAL TREATMENT REQUESTED



                                      13.
<PAGE>

Registration Rights Agreement or any representations relating to such Holder's
acquisition of the Shares made by such Holder in any of the Related Agreements
or (d) any statement or omission in any prospectus or any amendment or
supplement thereto that is corrected in any subsequent prospectus or any
amendment or supplement thereto that was delivered to such Holder prior to the
pertinent sale or sales by such Holder.

                (b) BY HOLDERS. In connection with any registration statement in
which a Holder of Registrable Securities is participating, each such Holder
agrees to indemnify the Company and its directors, officers, employees and
agents and each Person who controls (within the meaning of the Securities Act)
the Company against any losses, claims, damages, liabilities and expenses
arising out of or based upon (i) any untrue or alleged untrue statement of
material fact contained or incorporated by reference in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission was
made in reliance upon and in conformity with written information furnished to
the Company by or on behalf of such Holder for use in connection with such
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto (ii) any failure by such Holder to comply with the
covenants and agreements contained in this Registration Rights Agreement
respecting the sale of the Registrable Securities or (iii) the inaccuracy of any
representation made by such Holder in this Registration Rights Agreement or in
any representations relating to such Holder's acquisition of the Shares made by
such Holder in any of the other Related Agreements; provided that the obligation
to indemnify will be several, not joint and several, among Holders of
Registrable Securities and the liability hereunder of each such Holder of
Registrable Securities will be in proportion to and limited to the gross amount
received by such Holder from the sale of Registrable Securities pursuant to such
registration statement.

                (c) NOTICE. Any Person entitled to indemnification hereunder
shall give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification; provided, however, that the failure
to give such notice shall not release the indemnifying party from its
obligations under this Section 7, except to the extent that the indemnifying
party has been materially prejudiced by such failure to provide such notice.

                (d) DEFENSE OF ACTIONS. In any case in which any such action or
claim is brought against any indemnified party, and it notifies an indemnifying
party of the commencement thereof, the indemnifying party will be entitled to
participate therein, and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof (but only so long as it continues to have the right to
defend such action or claim), the indemnifying party will not be liable to such
indemnified party hereunder for any legal or other expense subsequently incurred
by such indemnified party in connection with the defense thereof (unless such
indemnified party reasonably objects to such assumption on the grounds that
there may be defenses available to it which are different from or in addition to
the defenses available to such indemnifying party, in which event the
indemnified party shall be reimbursed by the indemnifying party for the
reasonable expenses incurred in connection with retaining separate legal
counsel; provided that the indemnifying party shall not be obligated to
reimburse



                                      14.
<PAGE>

the indemnified parties for the fees and expenses of more than one counsel for
all indemnified parties who do not have different or additional defenses among
themselves). An indemnifying party shall not be liable for any settlement of an
action or claim effected without its consent, provided that such consent shall
not be unreasonably withheld. The indemnifying party shall lose its right to
defend an action or claim if it shall fail to contest diligently such action or
claim. An indemnifying party shall not settle an action or claim as it relates
to an indemnified party without the consent of such indemnified party (which
consent shall not be unreasonably withheld).

                (e) SURVIVAL. The indemnification provided for under this
Registration Rights Agreement shall remain in full force and effect regardless
of any investigation made by or on behalf of an indemnified party and shall
survive the transfer of the Registrable Securities in accordance with this
Registration Rights Agreement.

                (f) CONTRIBUTION. If recovery is not available under the
foregoing indemnification provisions for any reason or reasons other than as
specified therein, any Person who would otherwise be entitled to indemnification
by the terms thereof shall nevertheless be entitled to contribution with respect
to any losses, claims, damages, liabilities or expenses with respect to which
such Person would be entitled to such indemnification but for such reason or
reasons. In determining the amount of contribution to which the respective
Persons are entitled, there shall be considered the Persons' relative knowledge
and access to information concerning the matter with respect to which the claim
was asserted, the opportunity to correct and prevent any alleged misstatement or
omission, and other equitable considerations appropriate under the
circumstances. It is hereby agreed that it would not necessarily be equitable if
the amount of such contribution were determined by pro rata or per capita
allocation.

SECTION 8. LOCK-UP AGREEMENT.

        Each Holder agrees, so long as such Holder holds at least one percent
(1%) of the Company's outstanding voting equity securities, in connection with
any Primary Offering, upon request of the Company or the underwriters managing
such offering, not to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise dispose of any Registrable Securities (other than
any which may be included in such registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such period
of time (not to exceed 90 days) from the effective date of such registration as
may be requested by the Company or such underwriters; provided that the
executive officers and directors of the Company who own stock of the Company
also agree to such restrictions.

SECTION 9. RULE 144 INFORMATION.

        With a view to making available the benefits of Rule 144 and any other
rule or regulation of the Commission that may at any time permit the sale of
restricted securities to the public without registration, the Company agrees,
until the Registrable Securities shall have ceased to be restricted securities
within the meaning of Rule 144, to use its reasonable efforts to:

                (a) make and keep available adequate current public information,
as those terms are understood and defined in Rule 144;



                                      15.
<PAGE>
                (b) file with the Commission in a timely manner all reports and
other documents required to be filed by the Company under the Securities Act and
the Exchange Act; and

                (c) furnish to any Holder, promptly upon request, a written
statement by the Company as to its compliance with the reporting requirements of
Rule 144 and of the Securities Act and the Exchange Act, a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents of the Company and other information in the possession of the Company
as such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities
without registration.

SECTION 10. TRANSFER OF REGISTRATION RIGHTS.

        The rights to cause the Company to register Registrable Securities
pursuant to this Agreement may be assigned by a Holder to a transferee or
assignee of not less than 100,000 Registrable Securities (subject to appropriate
adjustment in the event of any split or combination of shares, recapitalization
or similar transaction); provided that (i) the transferring Holder gives the
Company written notice of such transfer or assignment within a reasonable time
after consummation thereof, which notice states the name and address of the
transferee or assignee and identifies the Registrable Securities with respect to
which such registration rights are being transferred or assigned; (ii) the
transferee or assignee confirms in writing its agreement to assume the
obligations of the Holder with respect to the transferred Registrable Securities
pursuant to this Agreement; and (iii) immediately following such transfer or
assignment, the further disposition of such Registrable Securities by the
transferee or assignee is restricted under the Securities Act.

SECTION 11. TERMINATION OF REGISTRATION RIGHTS.

        The rights granted under this Agreement shall terminate on the second
anniversary of the date as of which the Shareholder no longer has the right to
effect any Conversion.

SECTION 12. ASSUMPTION BY SUCCESSOR.

        The Company shall not, directly or indirectly, enter into any merger,
consolidation, reorganization or conversion transaction in which the Company is
not the surviving entity (or in which the Company survives as a wholly owned
subsidiary of another entity) unless the surviving entity, prior to such
transaction, agrees in writing to assume in full and without modification (other
than conforming changes necessary to reflect the new issuer of the Registrable
Securities) all of the obligations of the Company under this Agreement.

SECTION 13. MISCELLANEOUS.

                (a) NO EXISTING REGISTRATION RIGHTS; NO INCONSISTENT AGREEMENTS.
The Company represents and warrants that there are no existing rights to require
or request the Company to register any equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities,
except for those rights applicable to securities covered by registration
statements previously filed by the Company. The Company shall not grant to any
Person any registration rights in any way conflicting with those contained
herein



                                      16.
<PAGE>

without the consent of the Shareholder and of Holders owning a majority of the
Registrable Securities.

                (b) REMEDIES. If any party to this Agreement obtains a judgment
against any other party hereto by reason of any breach of this Agreement or the
failure of such other party to comply with the provisions hereof, a reasonable
attorneys' fee as fixed by the court shall be included in such judgment. No
remedy conferred upon any party to this Agreement is intended to be exclusive of
any other remedy herein or by law provided or permitted, but each such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute.

                (c) AMENDMENTS AND WAIVERS. Except as otherwise provided herein,
the provisions of this Agreement may be amended or waived, and the Company may
take any action herein prohibited, or omit to perform any act herein required to
be performed by it, only if the Company has obtained the written consent of the
Shareholder and of Holders of a majority of the Registrable Securities. The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any other provision of this Agreement
or of any further breach of the provision so waived or of any other provision of
this Agreement. No extension of time for the performance of any obligation or
act hereunder shall be deemed an extension of time for the performance of any
other obligation or act. The waiver by any party of any of the conditions
precedent to its obligations under this Agreement shall not preclude it from
seeking redress for breach of this Agreement.

                (d) SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, and the remaining provisions of
this Agreement shall continue to be binding and in full force and effect.

                (e) COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be effective only upon delivery and
thereafter shall be deemed to be an original, and all of which shall be taken to
be one and the same instrument with the same effect as if each of the parties
hereto had signed the same signature page. Any signature page of this Agreement
may be detached from any counterpart of this Agreement without impairing the
legal effect of any signature thereon and may be attached to another counterpart
of this Agreement identical in form hereto and having attached to it one or more
additional signature pages.

                (f) DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and shall not be deemed to limit,
characterize or interpret any provision of this Agreement.

                (g) GOVERNING LAW. All questions concerning the construction,
validity and interpretation of this Agreement and the exhibits and schedules
hereto will be governed by the internal law, and not the law of conflicts, of
New York.



                                      17.
<PAGE>

                (h) NOTICES. All notices which are required or permitted
hereunder will be in writing and sufficient if delivered personally, sent by
facsimile or email to current a fax number or e-mail address for the recipient
(and promptly confirmed by personal delivery, registered or certified mail or
overnight courier), sent by nationally-recognized overnight courier or sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:

               if to Amylin, to: Amylin Pharmaceuticals, Inc.
                                 9373 Towne Centre Drive, Suite 250
                                 San Diego, California  92121
                                 Attention: Chairman and Chief Executive Officer
                                 Fax No.:  (858)  552-1936
                                 E-Mail:  jcook@amylin.com

              with a copy to:    Attention: General Counsel
                                 Fax No.: (858) 552-1936
                                 E-Mail:  lrowland@amylin.com

              if to Lilly, to:   Eli Lilly and Company
                                 Lilly Corporate Center
                                 Indianapolis, IN 46285
                                 Attention:  General Counsel

or to such other address as the Party to whom notice is to be given may have
furnished to the other Party in writing in accordance herewith. Any such notice
will be deemed to have been given when delivered if personally delivered or sent
by facsimile on a business day, on the business day after dispatch if sent by
nationally-recognized overnight courier and on the third business day following
the date of mailing if sent by mail.

                (i) ENTIRE AGREEMENT. This Agreement constitutes the sole and
entire agreement of the parties with respect to the subject matter hereof.



                          [THE SIGNATURE PAGE FOLLOWS.]



                                      18.
<PAGE>

        IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


                                     AMYLIN PHARMACEUTICALS, INC.

                                     By: /s/ JOSEPH C. COOK, JR.
                                        ----------------------------------------
                                     Printed: Joseph C. Cook, Jr.
                                             -----------------------------------
                                     Title: Chairman and Chief Executive Officer
                                           -------------------------------------


                                     ELI LILLY AND COMPANY

                                     By: /s/ AUGUST M. WATANABE
                                        ----------------------------------------
                                     Printed: August M. Watanabe
                                             -----------------------------------
                                     Title: Executive Vice President
                                            Science/Technology
                                           -------------------------------------


                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

</TEXT>
</DOCUMENT>
