AMYLIN PHARMACEUTICALS INC
EXHIBIT 10.44
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>3
<FILENAME>a72289ex10-44.txt
<DESCRIPTION>EXHIBIT 10.44
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.44


                          AMYLIN PHARMACEUTICALS, INC.
                           CHANGE IN CONTROL EMPLOYEE
                             SEVERANCE BENEFIT PLAN


SECTION 1. INTRODUCTION

        The Amylin Pharmaceuticals, Inc. Change in Control Employee Severance
Benefit Plan (the "Plan") is designed to provide separation pay and benefits to
eligible terminating employees. This document constitutes the written instrument
under which the Plan is maintained and supersedes any prior plan or practice of
the Company that provides for the payment of severance benefits to eligible
employees in the form of cash and non-equity related benefits. The Plan was
approved by the Compensation Committee of the Board of Directors of the Company
effective February 8, 2001.

DEFINITIONS

        For purposes of this Plan, the following terms shall have the meanings
set forth below:

        (a)    "AFFILIATE" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other then the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

        (b)    "BOARD" means the Board of Directors of the Company.

        (c)    "CAUSE" means, with respect to a Covered Employee, that, in the
reasonable determination of the Company, such Covered Employee has (i) been
convicted of or pleaded guilty or nolo contendere to a felony or any crime
involving moral turpitude or dishonesty; (ii) participated in a fraud or act of
dishonesty against the Company; (iii) willfully and materially breached a
Company policy; (iv) intentionally damaged the Company's property; (v) willfully
and materially breached such Covered Employee's Proprietary Information and
Inventions Agreement with the Company; (vi) engaged in conduct that, in the
reasonable determination of the Company, demonstrates gross unfitness to serve;
or (vii) repeatedly failed to satisfactorily perform job duties to which such
Covered Employee previously agreed in writing. The conduct described under
clauses (iii), (vi) and (vii) above will only constitute Cause if such conduct
is not cured within 90 days after the Covered Employee's receipt of written
notice from the Company or the Board specifying the particulars of the conduct
that may constitute Cause.

        (d)    "CHANGE IN CONTROL" means the occurrence of any of the following:

               (i)    any "person," as such term is used in Sections 13(d) and
14(d) of the Securities and Exchange Act of 1934, as amended from time to time,
and any successor statute (the "Exchange Act") (other than the Company, a
subsidiary, an affiliate, or a Company employee benefit plan, including any
trustee of such plan acting as trustee) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power
of the


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Company's then outstanding securities other than by virtue of a merger,
consolidation or similar transaction;

               (ii)   there is consummated a sale or other disposition of all or
substantially of assets of the Company (other than a sale to an entity where at
least 50% of the combined voting power of the voting securities of such entity
are owned by the stockholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such sale);

               (iii)  there is consummated a merger, consolidation or similar
transaction involving (directly or indirectly) the Company and, immediately
after the consummation of such transaction, the stockholders immediately prior
to the consummation of such transaction do not own, directly or indirectly,
outstanding voting securities representing more than 50% of the combined
outstanding voting power of the surviving entity in such transaction or more
than 50% of the combined outstanding voting power of the parent of the surviving
entity in such transaction.

        (e)    "COMPANY" means Amylin Pharmaceuticals, Inc., a Delaware
corporation and its Affiliates, or following a Change in Control, the surviving
entity resulting from such transaction.

        (f)    "CONSTRUCTIVE TERMINATION" means, with respect to a Covered
Employee, that such Covered Employee voluntarily terminates his or her
employment with the Company after any of the following are undertaken without
Cause and without such Covered Employee's express written consent:

               (i)    a reduction by the Company in such Covered Employee's
annual base salary as in effect during the last regularly scheduled payroll
period immediately prior to the effective date of the Change in Control (or as
increased thereafter), unless such reduction is made pursuant to an
across-the-board reduction of the base salaries of all similarly situated
Covered Employee's of no more than ten percent (10%);

               (ii)   such Covered Employee's relocation, or the relocation of
the Company's principal executive offices if such Covered Employee's principal
office is at such offices, to a location more than fifty (50) miles from the
location at which such Covered Employee was performing his or her duties
immediately prior to the effective date of the Change in Control, except for
required travel on the Company's business to an extent substantially consistent
with such Covered Employee's business travel obligations immediately prior to
the effective date of the Change in Control;

               (iii)  such Covered Employee's assignment of any duties or
responsibilities that results in a material diminution in such Covered
Employee's authority, duties or responsibilities as in effect immediately prior
to the Change in Control;

               (iv)   a material breach by the Company of any provision of this
Plan or any enforceable written agreement between such Covered Employee and the
Company; or


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               (v)    any failure by the Company to obtain the assumption of
this Plan by any successor or assign of the Company.

        (g)    "COVERED EMPLOYEE" means a person eligible to participate in the
Plan as provided in Section 3 herein.

        (h)    "INVOLUNTARY TERMINATION WITHOUT CAUSE" means with respect to a
Covered Employee such Covered Employee's dismissal or discharge by the Company
for a reason other than for Cause. The termination of a Covered Employee's
employment will not be deemed to be an "Involuntary Termination Without Cause"
if such Covered Employee's termination occurs as a result of such Covered
Employee's death or disability.

SECTION 3. ELIGIBILITY AND PARTICIPATION

        A person is eligible to participate in the Plan if (i) such person is an
employee of the Company or an Affiliate with the title of Vice-President or
higher; (ii) such person has not entered into an individual severance benefit or
change in control agreement with the Company (excluding any plan or arrangement,
or any portion thereof, relating to equity compensation); (iii) the Board has
designated such person as eligible to participate in this Plan; and (iv) such
person's employment with the Company terminates due to an Involuntary
Termination Without Cause or a Constructive Termination, in either case within
90 days prior to or thirteen (13) months following the effective date of a
Change in Control.

SECTION 4. BENEFITS

        Each Covered Employee is eligible to receive the following benefits;
provided that, if a Covered Employee's receipt of such potential benefits would
cause a contemplated Change in Control transaction that would otherwise be
eligible to be accounted for as a "pooling-of-interests" transaction to become
ineligible for such accounting treatment under generally accepted accounting
principles as determined by the Accountants prior to the Change in Control, and
such accounting treatment was desired by the Company, then such Covered Employee
shall not be eligible to receive such benefits.

        (b)    SALARY CONTINUATION. The Company shall continue the base salary
of each Covered Employee, as in effect on the date of the Constructive
Termination or Involuntary Termination Without Cause, as the case may be, for a
period of eighteen (18) months (twenty-four (24) months if such Covered Employee
is the Chief Executive Officer or President of the Company). Such amount shall
be paid to each such Covered Employee in regular installments on the normal
payroll dates of the Company or over a shorter period, as determined by the
Company. Any salary continuation payments that such Covered Employee receive
shall be subject to all required tax withholding.

        (c)    BONUS PAYMENT. The Company shall pay to each Covered Employee a
cash bonus in an amount that would have been paid to such Covered Employee as a
bonus payment if the Company had achieved the goals established in the Company's
Cash Bonus Plan then in effect for the year in which such termination occurs,
and assuming that such Covered Employee's performance rating for that year
entitled such Covered Employee to one hundred percent (100%) of the target bonus
established under such Cash Bonus Plan, plus any earned but


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unpaid Cash Bonus for a preceding period. Any such bonus payment pursuant to
this Section 4(b) shall be in a single lump sum to be paid on the date of such
Constructive Termination or Involuntary Termination Without Cause, as the case
may be. Any bonus payments that such Covered Employee receive shall be subject
to all required tax withholding.

        (d)    RELEASE. To receive benefits under this Plan, a Covered Employee
or his or her representative must execute a release of claims in favor of the
Company, in the form attached to this Plan as Exhibit A or Exhibit B, as
appropriate, and such release must become effective in accordance with its
terms.

        (e)    TERMINATION OF BENEFITS. With respect to each Covered Employee,
benefits under this Plan shall terminate immediately if such Covered Employee,
at any time, violates any proprietary information, confidentiality or
non-solicitation obligation to the Company.

        (f)    NON-DUPLICATION OF BENEFITS. No Covered Employee is eligible to
receive benefits under this Plan more than one time.

SECTION 5. PARACHUTE PAYMENTS

        In the event that the payments provided herein and benefits otherwise
payable to a Covered Employee (i) constitute "parachute payments" within the
meaning of Section 280G of the Code, or any comparable successor provisions, and
(ii) but for this Section 5 would be subject to the excise tax imposed by
Section 4999 of the Code, or any comparable successor provisions (the "Excise
Tax"), then such Covered Employee's benefits hereunder shall be either:

               (i)    provided to such Covered Employee in full, or

               (ii)   provided to such Covered Employee as to such lesser extent
                      which would result in no portion of such benefits being
                      subject to the Excise Tax,

whichever of the foregoing amounts, when taking into account applicable federal,
state, local and foreign income and employment taxes, the Excise Tax, and any
other applicable taxes, results in the receipt by such Covered Employee, on an
after-tax basis, of the greatest amount of benefits, notwithstanding that all or
some portion of such benefits may be taxable under the Excise Tax. Unless the
Company and such Covered Employee otherwise agree in writing, any determination
required under this Section 5 shall be made in writing in good faith by the
Company's independent certified public accountants (the "Accountants"). In the
event of a reduction of benefits hereunder, such Covered Employee shall be given
the choice of which benefits to reduce. For purposes of making the calculations
required by this Section, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of the Code, and other
applicable legal authority. The Company and such Covered Employee shall furnish
to the Accountants such information and documents as the Accountants may
reasonably request in order to make a determination under this Section 5. The
Company shall bear all costs the Accountants may reasonably incur in connection
with any calculations contemplated by this Section 5.


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        If, notwithstanding any reduction described in this Section 5, the IRS
determines that such Covered Employee is liable for the Excise Tax as a result
of the receipt of the payment of benefits as described above, then such Covered
Employee shall be obligated to pay back to the Company, within thirty (30) days
after a final IRS determination or in the event that such Covered Employee
challenges the final IRS determination, a final judicial determination, a
portion of the payment equal to the "Repayment Amount." The Repayment Amount
with respect to the payment of benefits shall be the smallest such amount, if
any, as shall be required to be paid to the Company so that such Covered
Employee's net after-tax proceeds with respect to any payment of benefits (after
taking into account the payment of the Excise Tax and all other applicable taxes
imposed on such payment) shall be maximized. The Repayment Amount with respect
to the payment of benefits shall be zero if a Repayment Amount of more than zero
would not result in such Covered Employee's net after-tax proceeds with respect
to the payment of such benefits being maximized. If the Excise Tax is not
eliminated pursuant to this paragraph, such Covered Employee shall pay the
Excise Tax.

        Notwithstanding any other provision of this Section 5, if (i) there is a
reduction in the payment of benefits as described in this Section, (ii) the IRS
later determines that such Covered Employee is liable for the Excise Tax, the
payment of which would result in the maximization of such Covered Employee's net
after-tax proceeds (calculated as if such Covered Employee's benefits had not
previously been reduced), and (iii) such Covered Employee pays the Excise Tax,
then the Company shall pay to such Covered Employee those benefits which were
reduced pursuant to this Section 5 contemporaneously or as soon as
administratively possible after such Covered Employee pays the Excise Tax so
that such Covered Employee's net after-tax proceeds with respect to the payment
of benefits is maximized.

               If a Covered Employee either (i) brings any action to enforce
such Covered Employee's rights pursuant to this Section, or (ii) defends any
legal challenge to such Covered Employee's rights hereunder, such Covered
Employee shall be entitled to recover attorneys' fees and costs incurred in
connection with such action, regardless of the outcome of such action; provided,
however, that in the event such action is commenced by such Covered Employee,
the court finds the claim was brought in good faith.

SECTION 6. ADMINISTRATION AND OPERATION OF THE PLAN

        The Company is the "Plan Sponsor" and the "Plan Administrator" of the
Plan, as such terms are defined in the Employee Retirement Income Security Act
of 1974 ("ERISA"). The Company, in its capacity as Plan Administrator of the
Plan, is the named fiduciary that has the authority to control and manage the
operation and administration of the Plan. The Company has the sole discretion to
make such rules, regulations, interpretations of the Plan and computations and
shall take such other action to administer the Plan as it may deem appropriate
in its sole discretion. Such rules, regulations, interpretations, computations,
and other actions shall be conclusive and binding upon all persons. The Company
may engage the services of such persons or organizations to render advice or
perform services with respect to its responsibilities under the Plan as it shall
determine to be necessary or appropriate. Such persons or organizations may
include (without limitation) actuaries, attorneys, accountants and consultants.


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        Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan. The responsibilities of the Company under the
Plan shall be carried out on its behalf by its directors, officers, employees
and agents, acting on behalf or in the name of the Company in their capacity as
directors, officers, employees and agents and not as individual fiduciaries. The
Company may delegate any of its fiduciary responsibilities under the Plan to
another person or persons pursuant to a written instrument that specifies the
fiduciary responsibilities so delegated to each such person.

SECTION 7. CLAIMS, INQUIRIES AND APPEALS

        (a)    APPLICATIONS FOR BENEFITS AND INQUIRIES. Applications for
benefits should be in writing, signed and submitted to: Plan Administrator,
Change in Control Employee Severance Benefit Plan, Amylin Pharmaceuticals, Inc.,
9373 Towne Centre Drive, Suite 250, San Diego, California 92121 or such other
address as may be determined by the Company or its successor following notice to
each Covered Employee at the address of the Covered Employee in the Company's
personnel records.

        (b)    DENIAL OF CLAIMS. If any application for benefits is denied in
whole or in part, the Plan Administrator must notify each affected Covered
Employee, in writing, of the denial of the application, and of each such Covered
Employee's right to review the denial. The written notice of denial will be set
forth in a manner designed to be understood, and will include specific reasons
for the denial, specific references to the Plan provision upon which the denial
is based, a description of any information or material that the Plan
Administrator needs to complete the review and an explanation of the Plan's
review procedure.

        This written notice will be given to each affected Covered Employee
within thirty (30) days after the Plan Administrator receives the application,
unless special circumstances require an extension of time, in which case, the
Plan Administrator has up to an additional thirty (30) days for processing the
application. If an extension of time for processing is required, written notice
of the extension will be furnished to such Covered Employee before the end of
the initial 30-day period.

        This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator
is to render its decision on the application. If written notice of denial of the
application for benefits is not furnished within the specified time, the
application shall be deemed to be denied. Such Covered Employee will then be
permitted to appeal the denial in accordance with the review procedure described
below.

        (c)    REQUEST FOR REVIEW. A Covered Employee (or such Covered
Employee's authorized representative) may appeal a denied benefit claim by
submitting a written request for a review to: Review Panel, Change in Control
Employee Severance Benefit Plan, Amylin Pharmaceuticals, Inc., 9373 Towne Centre
Drive, Suite 250, San Diego, California 92121. The Review Panel shall be
comprised of two (2) or more persons to be appointed by the Company. Such
Covered Employee's appeal must be submitted within sixty (60) days after the
application is denied (or deemed denied). The Review Panel will give such
Covered Employee (or such Covered Employee's representative) an opportunity to
review pertinent documents in preparing a request for a review.


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        A request for review must set forth all of the grounds on which it is
based, all facts in support of the request and any other matters that a Covered
Employee or such Covered Employee's representative feels are pertinent. The
Review Panel may require such Covered Employee or such Covered Employee's
representative to submit additional facts, documents or other material as it may
find necessary or appropriate in making its review.

        (d)    DECISION ON REVIEW. The Review Panel will act on each request for
review within thirty (30) days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional thirty
(30) days) for processing the request for a review. If an extension for review
is required, written notice of the extension will be furnished within the
initial 30-day period. The Review Panel will give written notice of its decision
to the applicant. In the event that the Review Panel confirms the denial of the
application for benefits in whole or in part, the notice will outline the
specific Plan provisions upon which the decision is based. If written notice of
the Review Panel's decision is not given within the time prescribed above, the
application will be deemed denied on review.

        (e)    RULES AND PROCEDURES. The Plan Administrator and/or the Review
Panel may establish rules and procedures, consistent with the Plan and with
ERISA, as necessary and appropriate in carrying out their responsibilities in
reviewing benefit claims. If a Covered Employee wishes to submit additional
information in connection with an appeal from the denial (or deemed denial) of
benefits, such Covered Employee may be required to do so at his or her own
expense.

        (f)    EXHAUSTION OF REMEDIES. No legal action for benefits under the
Plan may be brought until (i) a written application for benefits has been
submitted in accordance with the procedures described above, (ii) the person
claiming benefits has been notified by the Plan Administrator that the
application is denied (or the application is deemed denied due to the Plan
Administrator's failure to act on it within the time prescribed), (iii) a
written request for a review of the application has been submitted in accordance
with the appeal procedure described above and (iv) the person appealing the
denial has been notified in writing that the Review Panel has denied the appeal
(or the appeal is deemed to be denied due to the Review Panel's failure to take
any action on the claim within the time prescribed).

SECTION 8. OTHER TERMINATIONS

        A Covered Employee is NOT eligible for benefits under this Plan if (i)
such Covered Employee's employment terminates due to death, disability or any
other reason other than an Involuntary Termination Without Cause or a
Constructive Termination that occurs within 90 days prior to or within thirteen
(13) months following the effective date of a Change in Control; (ii) such
Covered Employee is terminated within thirty (30) days of such Covered
Employee's refusal to accept an offer of comparable employment by any successor
to the Company or an Affiliate thereof (provided that "comparable employment"
shall mean employment with base salary in an amount not violative of Section
2(f)(i) and at a business office whose location is not violative of Section
2(f)(ii)); or (iii) such Covered Employee is terminated following such Covered
Employee's refusal to allow any successor to or Affiliate of the Company access
to such Covered Employee's employment records or access to Company personnel
regarding such


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Covered Employee's performance for the purpose of evaluating such Covered
Employee's qualifications for future employment.

SECTION 9. BASIS OF PAYMENTS TO AND FROM THE PLAN

        All benefits under the Plan shall be paid by the Company. The Plan shall
be unfunded and benefits hereunder shall be paid only from the general assets of
the Company.

SECTION 10. AMENDMENT AND TERMINATION

        The Company reserves the right to amend or terminate this Plan at any
time; provided, however, that this Plan may not be amended or terminated within
90 days prior to or at any time following the occurrence of a Change in Control
but shall, in any event, terminate on February 7, 2004 if a Change in Control
has not occurred before that date.

SECTION 11. NON-ALIENATION OF BENEFITS

        No Plan benefit may be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered or charged, and any attempt to do so will be void.

SECTION 12. SUCCESSORS AND ASSIGNS

        This Plan shall be binding upon any surviving entity resulting from a
Change in Control and upon any other person who is a successor by merger,
acquisition, consolidation or otherwise to the business formerly carried on by
the Company without regard to whether or not such person actively adopts or
formally continues the Plan. Covered Employees, to the extent they are otherwise
eligible for benefits under the Plan, are intended third party beneficiaries of
this provision.

SECTION 13. LEGAL CONSTRUCTION

        This Plan shall be interpreted in accordance with ERISA and, to the
extent not preempted by ERISA, with the laws of the State of California. This
Plan constitutes both a plan document and a summary plan description for
purposes of ERISA.

SECTION 14. OTHER PLAN INFORMATION

        EMPLOYER IDENTIFICATION NUMBER: 33-026609

        ENDING OF THE PLAN'S FISCAL YEAR: December 31.

        AGENT FOR THE SERVICE OF LEGAL PROCESS: The Plan's agent for service of
legal process is: Joseph C. Cook, Jr., Chairman and Chief Executive Officer,
Amylin Pharmaceuticals, Inc., 9373 Towne Centre Drive, San Diego, California
92121.


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SECTION 15. STATEMENT OF ERISA RIGHTS

        The terms "you" and "your" shall apply to each Covered Employee, as
applicable. As a participant in this Plan (which is a welfare benefit plan
sponsored by the Company) you are entitled to certain rights and protections
under ERISA, including the right to:

        (a)    Examine, without charge, at the Plan Administrator's office and
at other specified locations, such as work sites, all Plan documents and copies
of all documents filed by the Plan with the U.S. Department of Labor, such as
detailed annual reports;

        (b)    Obtain copies of all Plan documents and Plan information upon
written request to the Plan Administrator. The Plan Administrator may make a
reasonable charge for the copies; and

        (c)    Receive a summary of the Plan's annual financial report, in the
case of a plan which is required to file an annual financial report with the
Department of Labor.

        In addition to creating rights for Plan participants, ERISA imposes
duties upon the people responsible for the operation of the employee benefit
plan. The people who operate the Plan, called "fiduciaries" of the Plan, have a
duty to do so prudently and in the interest of you and other Plan participants
and beneficiaries.

        No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
Plan benefit or exercising your rights under ERISA. If your claim for a Plan
benefit is denied in whole or in part, you must receive a written explanation of
the reason for the denial. You have the right to have the Plan review and
reconsider your claim.

        Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the Plan and do not receive them
within 30 days, you may file suit in a federal court. In such a case, the court
may require the Plan Administrator to provide the materials and pay you up to
$100 a day until you receive the materials, unless the materials were not sent
because of reasons beyond the control of the Plan Administrator. If you have a
claim for benefits that is denied or ignored, in whole or in part, you may file
suit in a state or federal court. If it should happen that the Plan fiduciaries
misuse the Plan's money, or if you are discriminated against for asserting your
rights, you may seek assistance from the U.S. Department of Labor, or you may
file suit in a federal court. The court will decide who should pay court costs
and legal fees. If you are successful, the court may order the person you have
sued to pay these costs and fees. If you lose, the court may order you to pay
these costs and fees, for example, if it finds your claim is frivolous.

        If you have any questions about this statement or about your rights
under ERISA, you should contact the nearest office of the Pension and Welfare
Benefits Administration, U.S. Department of Labor, listed in your telephone
directory, or the Division of Technical Assistance and Inquiries, Pension and
Welfare Benefit Administration, U.S. Department of Labor, 200 Constitution
Avenue N.W., Washington, D.C. 20210.

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<PAGE>   10

Exhibit A:  Release (Individual Termination)
Exhibit B:  Release (Group Termination)






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                                    EXHIBIT A

                                     RELEASE
                            (INDIVIDUAL TERMINATION)


        Certain capitalized terms used in this Release are defined in the Amylin
Pharmaceuticals, Inc. Change in Control Employee Severance Benefit Plan (the
"Plan") which I have reviewed.

        I hereby confirm my obligations under the Company's proprietary
information and inventions agreement.

        I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.

        Except as otherwise set forth in this Release, I hereby release, acquit
and forever discharge the Company, its parents and subsidiaries, and their
officers, directors, agents, servants, employees, shareholders, successors,
assigns and affiliates, of and from any and all claims, liabilities, demands,
causes of action, costs, expenses, attorneys fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, disclosed and undisclosed (other than any
claim for indemnification I may have as a result of any third party action
against me based on my employment with the Company), arising out of or in any
way related to agreements, events, acts or conduct at any time prior to the date
I execute this Release, including, but not limited to: all such claims and
demands directly or indirectly arising out of or in any way connected with my
employment with the Company or the termination of that employment, including but
not limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands related
to salary, bonuses, commissions, stock, stock options, or any other ownership
interests in the Company, vacation pay, fringe benefits, expense reimbursements,
severance pay, or any other form of disputed compensation; claims pursuant to
any federal, state or local law or cause of action including, but not limited
to, the federal Civil Rights Act of 1964, as amended; the federal Age
Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal
Employee Retirement Income Security Act of 1974, as amended; the federal
Americans with Disabilities Act of 1990; the federal Worker Adjustment and
Retraining Notification Act of 1988; the California Fair Employment and Housing
Act, as amended; tort law; contract law; statutory law; common law; wrongful
discharge; discrimination; fraud; defamation; emotional distress; and breach of
the implied covenant of good faith and fair dealing; provided, however, that
nothing in this paragraph shall be construed in any way to release the Company
from its obligation to indemnify me pursuant to the Company's indemnification
obligation pursuant to agreement or applicable law.

        I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under ADEA. I also acknowledge that the consideration
given under the Agreement


                                       1.
<PAGE>   12

for the waiver and release in the preceding paragraph hereof is in addition to
anything of value to which I was already entitled. I further acknowledge that I
have been advised by this writing, as required by the ADEA, that: (A) my waiver
and release do not apply to any rights or claims that may arise on or after the
date I execute this Release; (B) I have the right to consult with an attorney
prior to executing this Release; (C) I have twenty-one (21) days to consider
this Release (although I may choose to voluntarily execute this Release
earlier); (D) I have seven (7) days following the execution of this Release by
the parties to revoke the Release; and (E) this Release shall not be effective
until the date upon which the revocation period has expired, which shall be the
eighth day after this Release is executed by me.

                                        [NAME OF EMPLOYEE]


Date: ______________________            ______________________________________





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                                    EXHIBIT B

                                     RELEASE
                               (GROUP TERMINATION)


        Certain capitalized terms used in this Release are defined in the Amylin
Pharmaceuticals, Inc. Change in Control Employee Severance Benefit Plan (the
"Plan") which I have reviewed.

        I hereby confirm my obligations under the Company's proprietary
information and inventions agreement.

        I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.

        Except as otherwise set forth in this Release, I hereby release, acquit
and forever discharge the Company, its parents and subsidiaries, and their
officers, directors, agents, servants, employees, shareholders, successors,
assigns and affiliates, of and from any and all claims, liabilities, demands,
causes of action, costs, expenses, attorneys fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, disclosed and undisclosed (other than any
claim for indemnification I may have as a result of any third party action
against me based on my employment with the Company), arising out of or in any
way related to agreements, events, acts or conduct at any time prior to the date
I execute this Release, including, but not limited to: all such claims and
demands directly or indirectly arising out of or in any way connected with my
employment with the Company or the termination of that employment, including but
not limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands related
to salary, bonuses, commissions, stock, stock options, or any other ownership
interests in the Company, vacation pay, fringe benefits, expense reimbursements,
severance pay, or any other form of disputed compensation; claims pursuant to
any federal, state or local law or cause of action including, but not limited
to, the federal Civil Rights Act of 1964, as amended; the federal Age
Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal
Employee Retirement Income Security Act of 1974, as amended; the federal
Americans with Disabilities Act of 1990; the federal Worker Adjustment and
Retraining Notification Act of 1988; the California Fair Employment and Housing
Act, as amended; tort law; contract law; statutory law; common law; wrongful
discharge; discrimination; fraud; defamation; emotional distress; and breach of
the implied covenant of good faith and fair dealing; provided, however, that
nothing in this paragraph shall be construed in any way to release the Company
from its obligation to indemnify me pursuant to the Company's indemnification
obligation pursuant to agreement or applicable law.

        I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under ADEA. I also acknowledge that the consideration
given under the Agreement


                                       1.
<PAGE>   14

for the waiver and release in the preceding paragraph hereof is in addition to
anything of value to which I was already entitled. I further acknowledge that I
have been advised by this writing, as required by the ADEA, that: (A) my waiver
and release do not apply to any rights or claims that may arise on or after the
date I execute this Release; (B) I have the right to consult with an attorney
prior to executing this Release; (C) I have forty-five (45) days to consider
this Release (although I may choose to voluntarily execute this Release
earlier); (D) I have seven (7) days following the execution of this Release by
the parties to revoke the Release; (E) this Release shall not be effective until
the date upon which the revocation period has expired, which shall be the eighth
day after this Release is executed by me; and (F) I have received with this
Release a detailed list of the job titles and ages of all employees who were
terminated in this group termination and the ages of all employees of all
employees in the same job classification or organizational unit who were not
terminated.

                                        [NAME OF EMPLOYEE]


Date: _____________________             _____________________________________




                                       2
</TEXT>
</DOCUMENT>
