10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________

FORM 10-Q

_________________________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-19700

_________________________________________________________________

AMYLIN PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

_________________________________________________________________

Delaware	33-0266089
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9360 Towne Centre Drive San Diego, California	92121
(Address of principal executive offices)	(Zip code)

(858) 552-2200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

_________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o   No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding on April 26, 2012
Common Stock, $.001 par value	162,852,182

AMYLIN PHARMACEUTICALS, INC.

TABLE OF CONTENTS

COVER PAGE
TABLE OF CONTENTS		2
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Consolidated Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011	3
	Consolidated Statements of Operations for the three months ended March 31, 2012 and 2011 (unaudited)	4
	Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2012 and 2011 (unaudited)	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	29
ITEM 4.	Controls and Procedures	29
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	30
ITEM 1A.	Risk Factors	30
ITEM 6.	Exhibits	43
SIGNATURE		45

2

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

AMYLIN PHARMACEUTICALS, INC.

Consolidated Balance Sheets

(in thousands, except per share data)

	March 31, 2012			December 31, 2011
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	73,401		$	99,859
Short-term investments	231,225			104,206
Restricted cash	10,673			10,519
Accounts receivable, net	52,832			45,489
Inventories, net	135,507			111,959
Other current assets	57,611			49,158
Total current assets	561,249			421,190
Property, plant and equipment, net	829,707			831,162
Intangible asset related to reacquired economic interest, net	266,061			273,842
Economic interest in exenatide products to be reacquired as a business	327,697			327,697
Other long-term assets	22,557			16,308
	$	2,007,271		$	1,870,199
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	33,673		$	21,035
Accrued compensation	36,305			66,776
Payable to collaborative partner	3,568			29,140
Restructuring liability, current portion	5,226			8,405
Promissory note related to revenue sharing obligation, current portion	68,304			63,552
Deferred revenue, current portion	7,500			7,500
Loss protection liability	37,283			—
Other current liabilities	98,347			99,609
Total current liabilities	290,206			296,017
Deferred revenue, net of current portion	49,375			51,250
Restructuring liability, net of current portion	23,079			23,877
Convertible senior notes	503,274			496,037
Note payable, net of discount	155,602			155,064
Promissory note related to revenue sharing obligation, net of current portion	947,092			924,306
Other long-term obligations, net of current portion	30,352			62,393
Commitments and contingencies	—			—
Stockholders’ deficit:
Preferred stock, $.001 par value, 7,500 shares authorized, none issued and outstanding at March 31, 2012 and December 31, 2011	—			—
Common stock, $.001 par value, 450,000 shares authorized, 162,579 and 146,289 issued and outstanding at March 31, 2012 and December 31, 2011, respectively	162			146
Additional paid-in capital	2,750,744			2,506,013
Accumulated deficit	(2,742,619		)	(2,643,579		)
Accumulated other comprehensive income (loss)	4			(1,325		)
Total stockholders’ equity (deficit)	8,291			(138,745		)
	$	2,007,271		$	1,870,199

See accompanying notes to consolidated financial statements.

3

AMYLIN PHARMACEUTICALS, INC.

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three months ended March 31,
	2012			2011
Revenues:
Net product sales	$	150,586		$	150,839
Revenues under collaborative agreements	3,100			1,875
Total revenues	153,686			152,714
Costs and expenses:
Cost of goods sold	34,557			12,544
Selling, general and administrative	110,348			64,625
Research and development	51,236			41,915
Collaborative profit sharing	—			59,851
Amortization of acquired intangible assets	7,780			—
Loss on fair value adjustments	3,947			—
Restructuring	151			2,858
Total costs and expenses	208,019			181,793
Operating loss	(54,333		)	(29,079		)
Interest and other expense, net	(44,707		)	(8,245		)
Net loss	$	(99,040	)	$	(37,324	)
Net loss per share, basic and diluted	$	(0.66	)	$	(0.26	)
Shares used in computing net loss per share, basic and diluted	150,365			144,787

See accompanying notes to consolidated financial statements.

4

AMYLIN PHARMACEUTICALS, INC.

Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)

	Three months ended, March 31,
	2012			2011
Net loss	$	(99,040	)	$	(37,324	)
Net unrealized gain on investments	1,329			94
Comprehensive net loss attributable to Amylin Pharmaceuticals, Inc. shareholders	$	(97,711	)	$	(37,230	)

See accompanying notes to consolidated financial statements.

5

AMYLIN PHARMACEUTICALS, INC.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three months ended, March 31,
	2012			2011
Operating activities:
Net loss	$	(99,040	)	$	(37,324	)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Depreciation and amortization	24,242			12,888
Interest expense and debt discount accretion on promissory note related to revenue sharing obligation	33,625			—
Accretion of debt discount and amortization of debt issuance costs	5,316			4,575
Employee stock-based compensation	9,158			7,917
Stock-settled compensation accruals	7,698			4,238
Restructuring	—			539
Deferred revenue amortization	(1,875		)	(1,875		)
Change in fair value of assets and liabilities carried at fair value	9,197			—
Other non-cash expenses	28			27
Changes in operating assets and liabilities:
Accounts receivable	(7,343		)	2,719
Inventories	(24,962		)	9,110
Other current assets	(3,818		)	13,551
Accounts payable and accrued liabilities	11,480			4,162
Accrued compensation	(21,673		)	(704		)
Payable to collaborative partner	(25,572		)	1,505
Deferred collaborative profit sharing	—			2,808
Restructuring liabilities	(3,977		)	(1,074		)
Other assets and liabilities, net	(5,841		)	40
Net cash flows provided by (used for) operating activities	(93,357		)	23,102
Investing activities:
Purchases of short-term investments	(184,090		)	(62,550		)
Sales and maturities of short-term investments	57,334			128,550
Increase of restricted cash	(154		)	—
Purchases of property, plant and equipment	(10,350		)	(10,014		)
Increase (decrease) in other long-term assets	(795		)	212
Net cash flows (used for) provided by investing activities	(138,055		)	56,198
Financing activities:
Issuance of common stock, net	211,041			4,329
Revenue sharing obligation payment	(6,087		)	—
Net cash flows provided by financing activities	204,954			4,329
Change in cash and cash equivalents	(26,458		)	83,629
Cash and cash equivalents at beginning of period	99,859			164,521
Cash and cash equivalents at end of period	$	73,401		$	248,150
Supplemental disclosure of cash flow information:
Property, plant and equipment additions in other current liabilities	$	255		$	419
Non-cash dispositions of property, plant and equipment	$	—		$	181
Non-cash interest capitalized to property, plant and equipment	$	2,852		$	2,648
Non-cash financing activities:
Shares contributed as employer 401(k) match	$	3,243		$	3,956
Shares contributed to employee stock ownership plan	$	13,253		$	16,456

See accompanying notes to consolidated financial statements.

6

AMYLIN PHARMACEUTICALS, INC.

Notes to Consolidated Financial Statements

March 31, 2012

(unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

The information contained herein has been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. The information as of March 31, 2012, and for the three months endedMarch 31, 2012 and 2011, is unaudited. In the opinion of management, the information reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for a full year. The balance sheet at December 31, 2011 has been derived from the audited consolidated financial statements at that date, but does not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For more complete financial information, these financial statements should be read in conjunction with the audited consolidated financial statements included in Amylin Pharmaceuticals, Inc.’s (referred to as we, us or Amylin) Annual Report on Form 10-K for the year ended December 31, 2011.

Revenue Recognition

Net Product Sales

We sell BYDUREON^TM (exenatide extended-release for injectable suspension) and BYETTA^TM (exenatide) injection for the treatment of type 2 diabetes and SYMLIN^TM (pramlintide acetate) injection for the treatment of type 1 and type 2 diabetes primarily to wholesale distributors, who, in turn, sell to retail pharmacies and government entities. Product sales are recognized when delivery of the products has occurred, title has passed to the customer, the selling price is fixed or determinable, collectability is reasonably assured and we have no further obligations. We record product sales net of allowances for product returns, rebates, wholesaler chargebacks, wholesaler discounts and prescription vouchers at the time of sale and report product sales net of such allowances. We must make significant judgments in determining these allowances. If actual results differ from our estimates, we will be required to make adjustments to these allowances in the future.

We record all United States BYDUREON, BYETTA and SYMLIN product sales. With respect to BYETTA, for the three months endedMarch 31, 2011 we determined that we were qualified as a principal based on our responsibilities under our contracts with Eli Lilly and Company, or Lilly, which included manufacture of product for sale in the United States, responsibility for establishing pricing in the United States, distribution, ownership of product inventory and credit risk from customers. As further described in Note 6, as a result of our November 2011 Settlement and Termination Agreement with Lilly, full responsibility for the commercialization of exenatide in the U.S. was transferred to Amylin effective November 30, 2011.

Revenues Under Collaborative Agreements

Revenues under collaborative agreements consist of the amortization of product and technology license fees and milestone payments earned. Upfront product and technology license fees under multiple-element arrangements are deferred and recognized over the period of such services or performance if such arrangements require on-going services or performance. Non-refundable amounts received for substantive milestones are recognized upon achievement of the milestone. Any amounts received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Royalty revenue is earned on annual gross margins for all exenatide products sold outside of the U.S. and is recorded based upon gross margins for such sales.

Collaborative Profit-Sharing

Collaborative profit-sharing relates to our former collaborative agreement with Lilly and represents Lilly’s 50% share of the gross margin for BYETTA sales in the United States. As further described in Note 6, as a result of the Termination Agreement, full responsibility for the commercialization of exenatide in the U.S. was transferred to Amylin effective November 30, 2011, therefore we no longer record collaborative profit-sharing in connection with sales of exenatide products in the United States.

Accounts Receivable

Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts, product returns and chargebacks. Allowances for rebate discounts and distribution fees are included in other current liabilities in the accompanying consolidated balance sheets. Estimates for allowances for doubtful accounts are determined based on existing contractual obligations, historical payment patterns and individual customer circumstances. The allowance for doubtful accounts was $0.7 million and $2.1 million at March 31, 2012 and December 31, 2011, respectively.

7

Fair Value Measurements

We have certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements.

The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact. The guidance prioritizes the inputs used in measuring fair value into the following hierarchy:

Level 1	Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2	Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
Level 3	Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about considerations that market participants would use in pricing.

There have been no transfers of assets or liabilities between the fair value measurement classifications.

The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011 (in thousands):

	Fair value measurements as of
	March 31, 2012
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	73,401	$	12,983	$	60,418	$	—
Short-term investments	231,225		3,000		228,225		—
Restricted cash	10,673		10,673		—		—
Deferred compensation plan assets	9,745		2,143		7,602		—
Embedded derivative (2)	2,441		—		—		2,441
	$	327,485	$	28,799	$	296,245	$	2,441
Liabilities:
Deferred compensation plan liabilities	$	9,745	$	2,143	$	7,602	$	—
Loss protection liability carried at fair value (3)	50,366		—		—		50,366
	$	60,111	$	2,143	$	7,602	$	50,366
	Fair value measurements as of
	December 31, 2011
	Total		Level 1 (1)		Level 2 (1)		Level 3
Assets:
Cash and cash equivalents	$	99,859	$	61,850	$	38,009	$	—
Short-term investments	104,206		—		104,206		—
Restricted cash	10,519		10,519		—		—
Deferred compensation plan assets	8,192		990		7,202		—
Embedded derivative (2)	7,690		—		—		7,691
	$	230,466	$	73,359	$	149,417	$	7,691
Liabilities:
Deferred compensation plan liabilities	$	8,192	$	990	$	7,202	$	—
Loss protection liability carried at fair value (3)	46,419		—		—		46,419
	$	54,611	$	990	$	7,202	$	46,419

8

(1) During 2012, the company changed how it categorizes amounts within the fair value hierarchy and thus, certain amounts now reported as Level 2 fair value instruments at March 31, 2012 were previously shown as Level 1 and have been reclassified.

(2) The embedded derivative is associated with the promissory note related to the Revenue Sharing Obligation, or RSO, issued in connection with the Termination Agreement (see Note 6). The embedded derivative represents embedded options which would allow Amylin to discharge all or a portion of the obligation under certain circumstances (see Note 8 for the terms of the RSO). The fair value of the embedded derivative is calculated using a probability weighted expected return method, or PWERM. Significant inputs to the valuation include the following:

• Management's estimates of total revenue of exenatide products over the period in which the RSO is to be repaid;

• A variety of scenarios under which management estimated the probability that BYDUREON^TM (exenatide for extended-release injectable suspension) would be approved by the U.S. Food and Drug Administration , or the FDA, prior to June 30, 2014;

• A variety of scenarios under which all exenatide products would be removed from certain geographic markets for safety or efficacy reasons and remain unsalable for four consecutive years.

(3) The loss protection liability arose in connection with the Termination Agreement (see Note 6) and relates to payments required to be made prior to the final transfer of the markets outside the United States from Lilly to Amylin. The maximum that could be paid under the loss protection liability is $60.0 million over the period January 1, 2012 through December 31, 2013. The fair value of the loss protection liability is calculated using a PWERM. Significant inputs to the valuation include the following:

• Financial projections for markets outside the United States, or the OUS markets, which were provided to Amylin's management by Lilly;

• A variety of scenarios under which management estimated the extent to which these financial projections would be achieved, and the resulting payouts of the amounts that could be made for the twelve months ended December 31, 2012 and 2013.

The greatest drivers of variability in this liability are the estimated losses subject to the guarantee and variations in the discount rates used in the valuation.

The following table presents a reconciliation of the assets and liabilities measured at fair value on a quarterly basis using significant unobservable inputs (Level 3) from January 1, 2012 to March 31, 2012 (in thousands):

	Derivative Asset - Embedded Option carried at fair value
Assets:
Embedded derivative:
Balance at January 1, 2012	$	7,691
Adjustment to fair value charged to interest and other expense, net	(5,250		)
Balance at March 31, 2012	$	2,441
	Loss Protection Liability carried at fair value
Liabilities:
Loss protection liability carried at fair value:
Balance at January 1, 2012	$	46,419
Adjustment to fair value charged to operating expense	3,947
Balance at March 31, 2012	$	50,366

The fair value adjustment related to the embedded derivative represents the change in the fair value of the embedded option that relates to BYDUREON approval. The RSO contains provisions whereby Amylin's obligation under the RSO could change. Specifically, in the event Amylin did not receive FDA approval of BYDUREON by June 30, 2014, the RSO could

9

have been fully discharged. As FDA approval of BYDUREON was received on January 27, 2012, the option to discharge the RSO obligation is no longer available to us, therefore the value of the related embedded option was reduced to zero.

The fair value adjustment related to the loss protection liability arose from our quarterly assessment of the fair value of the estimated loss protection we would be likely to pay to Lilly under this obligation and is primarily related to a change in the discount rate based on the contractual timing of the payment.

Research and Development Expenses

Research and development costs are expensed as incurred and include salaries and bonuses, benefits, non-cash stock-based compensation, license fees, milestone payments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials and develop drug materials and delivery devices and associated overhead expenses and facilities costs. Reimbursed research and development costs under collaborative arrangements are recorded as a reduction to research and development expenses and are recognized in the period in which the related costs are incurred. Clinical trial costs, including costs associated with third-party contractors, are a significant component of research and development expenses. Invoicing from third-party contractors for services performed can lag several months. We accrue the costs of services rendered in connection with such activities based on our estimate of management fees, site management and monitoring costs and data management costs. Actual clinical trial costs may differ from estimates and are adjusted in the period in which they become known.

Per Share Data

Basic and diluted net loss applicable to common stock per share is computed using the weighted average number of common shares outstanding during the period. Shares used in calculating basic and diluted net loss per common share exclude the following common share equivalents (in thousands):

	Three months ended, March 31,
	2012		2011
Antidilutive options and awards to purchase common stock	974		545
Antidilutive shares underlying convertible senior notes	9,416	(1)	15,238
	10,390		15,783

(1) In April 2011, we repaid $200 million of convertible senior notes which matured on April 15, 2011. There were 5.8 million antidilutive shares underlying the repaid convertible senior notes.

In future periods, if we report net income and the common share equivalents for our convertible senior notes are dilutive, the common stock equivalents will be included in the weighted average shares computation and interest expense related to the notes will be added back to net income to calculate diluted earnings per share.

Accounting for Stock-Based Compensation

We utilize the fair value method of accounting for stock-based compensation arrangements. Accordingly, we expense the estimated fair value of non-cash stock-based awards granted to our employees over the requisite employee service period, which is generally the vesting period. Total employee non-cash stock-based compensation expense by operating statement classification was as follows (in thousands):

	Three months ended March 31,
	2012		2011
Selling, general and administrative expenses	$	6,302	$	5,539
Research and development expenses	2,856		2,378
	$	9,158	$	7,917

Non-cash stock-based compensation expense during the three month periods endedMarch 31, 2012 and 2011 related to stock-based awards consisting of stock options, time and performance based restricted stock units and employee stock purchase rights. At March 31, 2012, total unrecognized estimated compensation cost related to non-vested stock-based awards granted prior to that date was $52.2 million, which is expected to be recognized over a weighted-average period of 2.6 years. We issued 0.6 million shares upon the exercise of stock options in the three months endedMarch 31, 2012.

10

In addition to the stock-based compensation discussed above, we also recorded expense associated with our Employee Stock Ownership Plan, or ESOP, and our 401(k) plan. The breakdown of non-cash ESOP and 401(k) expense by operating statement classification for each of the three month periods endedMarch 31, 2012 and 2011 is presented below (in thousands):

	Three months ended, March 31,
	2012		2011
Selling, general and administrative expenses	$	4,383	$	2,536
Research and development expenses	3,315		1,702
	$	7,698	$	4,238

Consolidation

The consolidated financial statements include our accounts and those of our wholly owned subsidiaries, Amylin Ohio, LLC, and Amylin Investments, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

Recently Issued Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income ” (ASU 2011-05). This newly issued accounting standard (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented. In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 , which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of ASU 2011-05. We adopted both ASUs effective January 1, 2012. The adoption of this new guidance did not have a material impact on our financial statements.

In May 2011, the FASB issued ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements". The guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, the guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. We adopted this ASU effective January 1, 2012. The adoption of this new guidance did not have a material impact on our financial statements.

2. Short-term Investments

Our short-term investments, consisting principally of debt securities, are classified as available-for-sale and are stated at fair value based upon significant other observable inputs (Level 2 in the fair value hierarchy). Unrealized holding gains or losses on these securities are included in other comprehensive loss. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. For investments in mortgage-backed securities, amortization of premiums and accretion of discounts are recognized in interest income using the interest method, adjusted for anticipated prepayments as applicable. Estimates of expected cash flows are updated periodically and changes are recognized in the calculated effective yield prospectively as appropriate. Such amortization is included in interest income. Realized gains and losses are included in interest income and declines in value judged to be other-than-temporary on available-for-sale securities are included in impairment loss on investments, a component of other expense. In assessing potential impairment of our short-term investments, we evaluate the impact of interest rates, potential prepayments on mortgage-backed securities, changes in credit quality, the length of time and extent to which the market value has been less than cost, and our intent and ability not to sell the security in order to allow for an anticipated recovery in fair value. The cost of securities sold is based on the specific-identification method.

The following is a summary of short-term investments as of March 31, 2012 and December 31, 2011 (in thousands):

11

	Available-for-Sale Securities
	Amortized Cost		Gross Unrealized Gains (1)		Gross Unrealized Losses (1)			Estimated Fair Value
March 31, 2012
Obligations of U.S. Government-sponsored enterprises	$	60,758	$	8	$	(26	)	$	60,740
Corporate debt securities	169,378		1,145		(38		)	170,485
Total	$	230,136	$	1,153	$	(64	)	$	231,225
December 31, 2011
Obligations of U.S. Government-sponsored enterprises	$	40,914	$	3	$	(45	)	$	40,872
Corporate debt securities	62,466		890		(22		)	63,334
Total	$	103,380	$	893	$	(67	)	$	104,206

(1) The unrealized gains on investments in available-for-sale securities, net of tax effects were $0.7 million and $0.5 million at March 31, 2012 and December 31, 2011, respectively. Additionally, other comprehensive loss included unrealized losses, net of tax effects of $0.7 million and $1.8 million, on investments underlying our 2001 Non-Qualified Deferred Compensation Plan at March 31, 2012 and December 31, 2011, respectively.

Contractual maturities of short-term investments at March 31, 2012 were as follows (in thousands):

	Fair Value
Due within 1 year	$	160,149
After 1 but within 5 years	68,799
After 5 but within 10 years	—
After 10 years	2,277
Total	$	231,225

For purposes of these maturity classifications, the final maturity date is used for securities not due at a single maturity date. Securities not due at a single maturity date include mortgage-backed securities, which are included in Obligations of U.S Government-sponsored enterprises in the table above.

The following table shows the gross unrealized losses and fair value of our investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2012 (in thousands):

	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Obligations of U.S Government-sponsored enterprises	$	19,960	$	(18	)	$	1,855	$	(8	)	$	21,815	$	(26	)
Corporate debt securities	52,524		(38		)	—		—			52,524		(38		)
	$	72,484	$	(56	)	$	1,855	$	(8	)	$	74,339	$	(64	)

Our investments had gross unrealized losses of $0.1 million for both March 31, 2012 and December 31, 2011. The unrealized losses on our investments in marketable securities are due in most instances to the increased volatility in the markets impacting the classes of securities we invest in and not deterioration in credit ratings. Our investments generally have a short effective duration, and since we have the ability and intent not to sell these investments until a recovery of fair value, which may be maturity, we do not consider these investments to be other-than-temporarily impaired at March 31, 2012.

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3. Inventories, net

Inventories are stated at the lower of cost or market (net realizable value) and net of a valuation allowance for potential excess or obsolete material of $0.2 million at March 31, 2012. There was no valuation allowance as of December 31, 2011. Cost is determined by the first-in, first-out method.

Raw materials consist of bulk drug material for BYETTA, SYMLIN and BYDUREON. Work-in-process inventories consist of in-process vials for BYDUREON, in-process BYETTA cartridges and in-process SYMLIN cartridges. Finished goods inventories consist of BYDUREON, BYETTA and SYMLIN drug product in disposable delivery systems.

We expense costs relating to the purchase and production of pre-approval inventories as research and development expense in the period incurred until such time as we believe future commercialization is probable and future economic benefit is expected to be realized.

Inventories, net consist of the following (in thousands):

	March 31, 2012		December 31, 2011
Raw materials	$	95,934	$	74,793
Work-in-process	29,657		30,155
Finished goods	9,916		7,011
	$	135,507	$	111,959

4. Other Current Assets

Other current assets consist of the following (in thousands):

	March 31, 2012		December 31, 2011
Prepaid expenses	$	20,790	$	24,669
Interest and other receivables	27,076		16,297
Other current assets	9,745		8,192
	$	57,611	$	49,158

5. Other Current Liabilities

Other current liabilities consist of the following (in thousands):

	March 31, 2012		December 31, 2011
Accrued rebates	$	37,931	$	45,862
Accrued expenses	46,576		43,458
Other current liabilities	13,840		10,289
	$	98,347	$	99,609

6. Collaborative Agreements

We have entered into various collaborative agreements which provide us with rights to develop, produce and market products using certain know-how, technology and patent rights maintained by our collaborative partners. Terms of the various collaboration agreements may require us to make and/or receive milestone payments upon the achievement of certain product research and development objectives and pay and/or receive royalties on future sales, if any, of commercial products resulting from the collaboration.

Amounts due from our collaborative partners related to development activities are generally reflected as a reduction of research and development expenses and amounts due to our collaborative partners related to sharing of commercialization expenses are generally reflected as selling, general and administrative expenses. Milestone payments and up-front payments received are generally reflected as collaborative revenue as discussed above in Note 1, and milestone payments and up-front

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payments made are generally recorded as research and development expenses if the payments relate to drug candidates that have not yet received regulatory approval. Milestone payments and up-front payments that we make related to approved drugs will generally be capitalized and amortized to cost of goods sold over the economic life of the product. Royalties received are generally reflected as collaborative revenues and royalties paid are generally reflected as cost of goods sold.

For collaborations with commercialized products, if we are the principal we record revenue and the corresponding operating costs in their respective line items within our statement of operations based on the nature of the shared expenses. If we are not the principal (which is the case for our sales of exenatide products to Lilly for sale outside the United States), we record operating costs as a reduction of revenue. The principal is the party who is responsible for delivering the product or service to the customer, has latitude with establishing price and has the risks and rewards of providing product or service to the customer, including inventory and credit risk.

Collaboration with Eli Lilly and Company

In September 2002, we and Lilly entered into a Collaboration Agreement for the global development and commercialization of exenatide, or the Lilly Agreement. On November 7, 2011 we and Lilly entered into a Settlement and Termination Agreement, or the Termination Agreement, to terminate our collaboration for exenatide and resolve the outstanding litigation between the companies. As part of the agreement, the parties agreed to transition full responsibility for the worldwide development and commercialization of exenatide to Amylin, starting in the U.S. on November 30, 2011, progressing to all markets by the end of 2013. Under the agreement, the companies completed the U.S. Transition on November 30, 2011, or the U.S. Transition Date, and the OUS Transition will occur no later than December 31, 2013. In the event the OUS transition does not occur by December 31, 2013, the agreement contains various provisions with respect to future rights and obligations of each party that extend beyond December 31, 2013.

The Lilly Agreement included BYETTA, our twice-daily formulation of exenatide for the treatment of type 2 diabetes, and any sustained release formulations of exenatide such as BYDUREON, our once-weekly formulation of exenatide for the treatment of type 2 diabetes, which received FDA approval on January 27, 2012. Under the terms of the Lilly Agreement, operating profits from products sold in the United States were shared equally between us and Lilly through November 30, 2011, which is the date Lilly’s involvement in the United States commercial operations ceased. Lilly was responsible for 53% of shared exenatide global development and commercialization expenses that generate utility both in the United States and outside the United States through the U.S. Transition Date; we were responsible for 47% of these expenses. Lilly is responsible for 100% of all exenatide development and commercialization expenses that generate utility predominantly outside of the U.S. until the OUS Transition is complete. The Lilly Agreement provided for tiered royalties payable to us by Lilly based upon the annual gross margin for all OUS exenatide product sales and the Termination Agreement also provides for the payment of such royalties through the date the OUS Transition is complete. Royalty payments for OUS exenatide product sales commenced during the second quarter of 2011 upon the achievement of a one-time cumulative gross margin threshold.

In October 2008, we and Lilly entered into an Exenatide Once Weekly Supply Agreement, or the Supply Agreement, pursuant to which we agreed to supply commercial quantities of BYDUREON for sale in the United States and outside the United States. In connection with the Termination Agreement, the Supply Agreement was amended and restated effective November 7, 2011, or the Amended and Restated Supply Agreement, pursuant to which Lilly will pay Amylin a fixed price for product supplied under the agreement. Under the terms of the Amended and Restated Supply Agreement, we are required to manufacture BYDUREON intended for commercial sale by Lilly in jurisdictions outside the United States through the OUS Transition period.

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The following is a summary of activity related to our collaboration with Lilly and the location in the consolidated statements of operations (in thousands):

	Classification within Consolidated Statements of Operations	Three Months Ended
Activity		March 31, 2012		March 31, 2011
Gross margin sharing	Collaborative profit sharing	$	—	$	59,851
Development expense cost-sharing payments received from Lilly for BYETTA and BYDUREON development expense	Reduction of research and development expense	$	—	$	17,346
Cost-sharing payments due from Lilly for shared sales force expenses, marketing expenses and other commercial or operational support	Reduction of selling, general and administrative expense	$	—	$	3,337

Collaboration with Alkermes, Inc.

In May 2000 we entered into a development and license agreement with Alkermes Controlled Therapeutics, Inc. II, or Alkermes, a subsidiary of Alkermes, Inc., a company specializing in the development of products based on proprietary drug delivery technologies. The development and license agreement, or the Alkermes Agreement, was amended in 2005 and provides for Alkermes to assist us in the development, manufacture and commercialization of BYDUREON. Under the terms of the Alkermes Agreement, Alkermes has transferred to us its technology for manufacturing BYDUREON. We are responsible for manufacturing BYDUREON for commercial sale. In exchange, Alkermes is entitled to receive funding for research and development. During the three months endedMarch 31, 2012 we paid Alkermes a $7.0 million milestone upon the commercial launch of BYDUREON in the United States. Alkermes is also entitled to receive royalties on any product sales. In addition to the collaboration agreement, Alkermes is supplying us with the polymer materials required for the commercial manufacture of BYDUREON under a Supply Agreement dated December 29, 2007.

Collaboration with Takeda Pharmaceutical Company, Ltd.

On October 30, 2009, we and Takeda Pharmaceutical Company Limited, or Takeda, entered into a License, Development and Commercialization Agreement, or the Takeda Agreement, pursuant to which the companies will co-develop and commercialize pharmaceutical products containing compounds specified in the Takeda Agreement for the treatment of human indications including, but not limited to, (i) weight management and/or obesity, (ii) glycemic control and (iii) cardiovascular disease. We received a one-time, nonrefundable cash payment of $75 million from Takeda in connection with the execution of the Takeda Agreement. We recorded the up-front payment as deferred revenue in our consolidated balance sheets and will recognize the revenue over the estimated development period of ten years. As of March 31, 2012 deferred revenue associated with the Takeda collaboration equaled $56.9 million, of which $49.4 million is classified as long-term.

The following is a summary of activity related to the Takeda Agreement and the location in the consolidated statements of operations (in thousands):

		Three Months Ended
Activity	Classification within Consolidated Statements of  Operations	March 31, 2012		March 31, 2011
Amortization of up-front payments	Revenues under collaborative agreements	$	1,875	$	1,875
Cost-sharing payments due from Takeda for shared development expenses	Reduction of research and development expense	$	758	$	5,018

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7. Restructuring

During the three months endedMarch 31, 2012 we recorded restructuring charges of $0.2 million consisting primarily of facilities related charges. During the three months ended March 31, 2011 we recorded restructuring charges of $2.9 million consisting primarily of employee separation costs and asset impairment charges.

The following table sets forth activity in the restructuring liability for recent restructuring activities for the three months endedMarch 31, 2012, which is comprised of employee separation costs and facilities-related charges (in thousands):

	Employee separation costs			Facilities related charges			Total
Balance at December 31, 2011	$	2,145		$	30,137		$	32,282
Accruals	—			151			151
Payments	(2,032		)	(2,834		)	(4,866		)
Accretion of sub-lease expense	—			738			738
Balance at March 31, 2012	$	113		$	28,192		$	28,305

We are continuing to assess our facility requirements for our San Diego campus as a result of this and our prior restructurings and could record additional facilities-related charges over the next several quarters.

8. Indebtedness

Our indebtedness is summarized as follows (in thousands):

	March 31, 2012		December 31, 2011
Current portion:
Promissory note related to revenue sharing obligation	$	68,304	$	63,552
Current portion of indebtedness	$	68,304	$	63,552
Non-current portion:
Convertible senior notes, net of debt discount	$	503,274	$	496,037
Notes payable, net of debt discount	155,602		155,064
Promissory note related to revenue sharing obligation	947,092		924,306
Non-current portion of indebtedness	$	1,605,968	$	1,575,407

The following is a summary description of our indebtedness as of March 31, 2012:

Promissory Note Related to Revenue Sharing Obligation

On November 7, 2011 we entered into a secured promissory note with Lilly, the RSO, under which we agreed to pay to Lilly a principal sum of $1.2 billion, plus interest. Repayments on the Secured Promissory Note are determined based upon the quarterly net sales of exenatide products. The RSO has a scheduled maturity of December 31, 2036, however we may prepay all or any portion of the balance without penalty.

The following table summarizes the principal amount of the liability component (including accrued interest), the unamortized discount and net carrying amount of the RSO as of March 31, 2012 and December 31, 2011 (in thousands):

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	March 31, 2012			December 31, 2011
Promissory note related to revenue sharing obligation —Due December 31, 2036
Principal amount, including accrued interest	$	1,230,632		$	1,209,109
Unamortized debt discount	(215,236		)	(221,251		)
Net carrying amount	1,015,396			987,858
Less current portion	(68,304		)	(63,552		)
Non-current portion	$	947,092		$	924,306

The significant terms of the RSO are discussed below.

Interest accruals. Interest on the RSO accrues and compounds in an amount equal to 2.295% of the total RSO balance outstanding on the last day of the calendar quarter (with an annual effective rate of 9.5%). Interest is not payable in cash when it accrues, but is instead added to the then outstanding principal amount of the RSO on the last day of each quarter.

Debt discount amortization. The debt discount is being amortized to interest expense over the expected term of the RSO at an effective interest rate of 14.4% for the three months endedMarch 31, 2012.

Calculation of payment amounts. Amylin is required to make quarterly payments on the RSO in an amount equal to 15% of net sales for exenatide products for the immediate preceding calendar quarter. For the period commencing with December 1, 2011 through and including December 31, 2013, Amylin is obligated to make payments on the RSO equal to the greater of (i) 15% of net sales for exenatide products in the United States and, if control of an OUS jurisdiction has transitioned to Amylin from Lilly, net sales for exenatide products in those OUS jurisdictions, for the immediately preceding calendar quarter or (ii) 15% of 80% of a product revenue forecast that was mutually agreed upon by both Amylin and Lilly. In the event Amylin receives upfront or milestone payments from a third party in connection with an agreement with respect to exenatide products, Amylin is obligated to make payments on the RSO equal to 20% of such upfront or milestone payments. The minimum annual RSO payments Amylin could be required to make for the years ended December 31, 2012 and 2013 is $61.3 million and $86.5 million, respectively.

Provisions related to repayment. The repayment terms for the RSO contain provisions whereby the obligation under the RSO could change under certain circumstances. The RSO could be fully discharged in the event (i) BYDUREON is not approved by June 30, 2014 and (ii) in the event all exenatide products are removed from the US, all of Europe or both for safety or efficacy reasons and continuing for a period of four years. These options were accounted for as embedded derivatives. The FDA approved BYDUREON on January 27, 2012 therefore the provision related to BYDUREON approval has expired. The provision related to removal of exenatide products from the market for safety or efficacy reasons is considered to have a very low likelihood of occurrence. See the Fair Value Measurements discussion in Note 1, regarding the considerations associated with valuing these embedded derivatives as of March 31, 2012.

Security Agreement and Events of Default. Amylin, Amylin Ohio LLC and Lilly entered into a Security Agreement pursuant to which Amylin and Amylin Ohio LLC granted to Lilly, as collateral to secure the RSO, a security interest in intellectual property relating to the exenatide products, U. S. regulatory approvals relating to the exenatide products, certain third party license agreements, certain deposit accounts into which counterparties of such license agreements are required to make payments, certain third party supply agreements, inventory and a supply agreement for BYDUREON entered into between Amylin’s wholly-owned subsidiary Amylin Ohio LLC and Amylin, collectively referred to as the Collateral. On November 7, 2011, Amylin Ohio LLC and Lilly entered into a Subsidiary Guarantee Agreement, or the Guarantee, pursuant to which Amylin Ohio LLC provided a guarantee of the Secured Obligations to Lilly. Any Amylin affiliate that owns Collateral is required to become a grantor under the Security Agreement and guarantee the RSO.

Under the terms of the promissory note an event of default would occur if Amylin fails to make RSO payments in accordance with the terms of the Termination Agreement, upon the occurrence of a bankruptcy or insolvency of Amylin or any of its affiliates party to the Security Agreement or providing a guarantee, if certain representations and warranties of Amylin and Amylin Ohio LLC are not true and correct in any material respects when made, or if Amylin breaches certain assignment provisions in the Termination Agreement, Note Agreement or Security Agreement. Upon the occurrence and continuance of an event of default under the Note, Lilly may declare all outstanding amounts under the Note due and payable and may exercise its rights with respect to the Collateral under the Security Agreement. The sole recourse in respect of the Secured Obligations under the Note, the Security Agreement and the Guarantee is limited to the Collateral. These features are not significant to the accounting for this instrument.

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Convertible Senior Notes

The following table summarizes the principal amount of the liability component, the unamortized discount and the net carrying amount of our convertible senior notes (in thousands):

	March 31, 2012			December 31, 2011
2007 Notes—Due June 15, 2014
Principal amount	$	575,000		$	575,000
Unamortized debt discount	(71,726		)	(78,963		)
Net carrying amount	503,274			496,037
Total convertible senior notes, net	503,274			496,037
Less current portion	—			—
Non-current portion	$	503,274		$	496,037

In June 2007, we issued notes with an aggregate principal amount of $575 million in a private placement, and that are due June 15, 2014, referred to as the 2007 Notes. The 2007 Notes are senior unsecured obligations and rank equally with all other existing and future senior unsecured debt. The 2007 Notes bear interest at 3.0% per year, payable in cash semi-annually, and are initially convertible into a total of up to 9.4 million shares of common stock at a conversion price of $61.07 per share, subject to the customary adjustment for stock dividends and other dilutive transactions. We may not redeem the 2007 Notes prior to maturity. In addition, if a “fundamental change” (as defined in the associated indenture agreement) occurs prior to the maturity date, we will in some cases increase the conversion rate for a holder of notes that elects to convert its notes in connection with such fundamental change. The maximum conversion rate is 22.93 ($43.62 per share), which would result in a maximum issuance of 13.2 million shares of common stock if all holders converted at the maximum conversion rate. The principal amount of the 2007 Notes exceeds the current if-converted value.

The 2007 Notes will be convertible into shares of our common stock unless we elect net-share settlement. If we elect net-share settlement, we will satisfy the accreted value of the obligation in cash and will satisfy the excess of conversion value over the accreted value in shares of our common stock based on a daily conversion value, determined in accordance with the associated indenture agreement, calculated on a proportionate basis for each day of the relevant 20-day observation period. Holders may convert the 2007 Notes only in the following circumstances and to the following extent: (1) during the five business-day period after any five consecutive trading day period (the measurement period) in which the trading price per note for each day of such measurement period was less than 97% of the product of the last reported sale price of our common stock and the conversion rate on each such day; (2) during any calendar quarter after the calendar quarter ending March 31, 2007, if the last reported sale price of our common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter; (3) upon the occurrence of specified events; and (4) the 2007 Notes will be convertible at any time on or after April 15, 2014 through the scheduled trading day immediately preceding the maturity date.

Subject to certain exceptions, if we undergo a “designated event” (as defined in the associated indenture agreement) including a “fundamental change,” such as if a majority of our Board of Directors ceases to be composed of the existing directors or other individuals approved by a majority of the existing directors, holders of the 2007 Notes will, for the duration of the notes, have the option to require us to repurchase all or any portion of their 2007 Notes. The designated event repurchase price will be 100% of the principal amount of the 2007 Notes to be purchased plus any accrued interest up to but excluding the relevant repurchase date. We will pay cash for all notes so repurchased. The 2007 Notes have been registered under the Securities Act of 1933, as amended, to permit registered resale of the 2007 Notes and of the common stock issuable upon conversion of the 2007 Notes. The 2007 Notes pay interest in cash, semi-annually in arrears on June 15 and December 15 of each year, which began on December 15, 2007.

The fair value of the 2007 Notes, determined by observed market prices within the Level 2 hierarchy, was $569.3 and $514.3 million at March 31, 2012 and December 31, 2011, respectively. Since we have the option to elect net-share settlement upon conversion of the 2007 Notes, we account for the 2007 Notes in accordance with the authoritative guidance for accounting for convertible debt instruments that may be settled in cash upon conversion. The carrying amount of the equity component of the 2007 Notes was $180.3 million at March 31, 2012 and December 31, 2011. The net book value of debt issuance costs as of March 31, 2012 and December 31, 2011 was $3.5 million and $3.9 million, respectively. The debt discount and issuance costs are being amortized to interest expense over the term of the 2007 Notes, approximately two years of which remain as of March 31, 2012. The effective interest rate on the net carrying value of the 2007 Notes was 9.3% in the three months endedMarch 31, 2012 and 2011.

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Note Payable

In October 2008, we and Lilly entered into a loan agreement pursuant to which Lilly made available to us a $165 million unsecured line of credit. In May 2011 we drew $165 million from this facility, referred to as the Note Payable to Lilly. The interest rate on the Note Payable to Lilly is fixed at 5.51% and is due and payable quarterly in arrears on the first business day of each quarter and the initial maturity date was May 23, 2014. In connection with the Termination Agreement, the Note Payable to Lilly was amended and restated effective November 7, 2011 (“the Amended Note Payable to Lilly”). Under the terms of the Amended Note Payable to Lilly, the maturity date was extended to June 30, 2016; the interest rate on the Amended Lilly Loan remains fixed at 5.51% and interest continues to be due and payable quarterly in arrears on the first business day of each quarter. A portion of the consideration paid in connection with the Settlement and Termination Agreement represents the value Amylin received in connection with the extension of the maturity date of the Lilly Loan at a below market interest rate. The value representing the fee paid to extend the note at a below market interest rate was recorded as a discount on the Lilly Loan and is being accreted to interest expense over the remaining life of the loan. The unamortized balance of the discount on the Lilly Loan was $9.4 million and $9.9 million as of March 31, 2012 and December 31, 2011, respectively.

9. Stockholders’ Equity

In March 2012, we completed an underwritten public offering of 13.5 million shares of common stock, resulting in net proceeds to Amylin of $206.9 million.

In March 2012, we contributed approximately 0.8 million newly issued shares of our common stock, valued at $16.02 per share, to our ESOP for amounts earned by participants during the year ended December 31, 2011.

In February 2012, we contributed approximately 0.2 million newly issued shares of our common stock, valued at $15.53 per share, to our 401(k) plan for amounts earned by participants during the year ended December 31, 2011.

10. Commitments and Contingencies

We have committed to make potential future milestone payments to third parties as part of in-licensing and development programs primarily related to research and development agreements. Potential future payments generally become due and payable only upon the achievement of certain developmental, regulatory and/or commercial milestones, such as achievement of regulatory approval, successful development and commercialization of products, and subsequent product sales. Because the achievement of these milestones is neither probable nor reasonably estimable, we have not recorded a liability on the balance sheet for any such contingencies.

As of March 31, 2012, if all such milestones are successfully achieved, the potential future milestone and other contingency payments we could be required to make under certain contractual agreements are approximately $235.4 million in aggregate, of which $5.3 million are expected to be paid within the next 12 months.

We have committed to make future minimum payments to third parties for certain inventories in the normal course of business. The minimum purchase commitments total approximately $145.2 million as of March 31, 2012.

As of March 31, 2012, commitments associated with capital investments on the BYDUREON pen device are $4.0 million.

In December 2011, we entered into an Amended and Restated Letter of Credit and Cash Collateral Agreement with Bank of America which provides for the issuance of letters of credit under which we agreed to deliver cash collateral to Bank of America, the total of which equaled $10.7 million as of March 31, 2012. Additionally, as of March 31, 2012 we had issued $10.5 million of standby letters of credit, primarily in connection with office leases.

11. Interest and other expense, net

For the three months endedMarch 31, 2012 and 2011, interest and other expense, net is comprised of the following (in thousands):

	Three months ended, March 31,
	2012			2011
Interest and other income	$	447		$	303
Interest and other expense	(45,154		)	(8,548		)
Total interest and other expense, net	$	(44,707	)	$	(8,245	)

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The following table summarizes the interest expense we capitalized associated with construction in progress for the three months endedMarch 31, 2012 and 2011 (in thousands):

	Three months ended, March 31,
	2012		2011
Coupon interest expense	$	4,318	$	1,796
Non-cash interest from debt discount	2,852		2,648
Total capitalized interest	$	7,170	$	4,444

12. Litigation

From time to time in the ordinary course of business, we become involved in various lawsuits, claims and proceedings relating to the conduct of our business, including those pertaining to product liability, patent infringement and employment claims.

Product Liability Litigation

As of March 31, 2012, we and Lilly were involved in approximately 95 separate product liability cases involving approximately 526 plaintiffs in various courts in the United States. Approximately 70 plaintiffs who previously filed cases have subsequently dismissed their cases or claims without prejudice. Certain of these cases have been brought by individuals who allege they have used BYETTA. They generally seek compensatory and punitive damages for alleged injuries, consisting primarily of pancreatitis and, in some cases, alleged wrongful death. Most of the cases are pending in California state court, where the Judicial Council has granted our petition for a “coordinated proceeding” for all California state court cases alleging harm allegedly as a result of BYETTA use. We also have received notice from plaintiff's counsel of additional claims by individuals who have not filed suit. While we cannot reasonably predict the outcome of any lawsuit, claim or proceeding, we and Lilly intend to vigorously defend these matters. However, if we are unsuccessful in our defense, these matters could result in a material adverse impact to our financial position and results of operations.

Stockholder Litigation

On April 4, 2012, a derivative and putative class action titled Duane Howell v. Paulo F. Costa et al. (Case No. 37-2012-00095130) was filed by a putative stockholder in the Superior Court of the State of California for the County of San Diego. The complaint asserts claims for breach of fiduciary duty against our current directors arising out of, among other things, alleged responses by the directors to an alleged offer to acquire the Company. The complaint seeks, among other things, a declaration of breach of the directors' fiduciary duties, the establishment of a committee of independent directors or third party to evaluate strategic alternatives and potential offers for the Company, a prohibition of the directors from entering into certain contractual commitments that allegedly could harm the Company or its stockholders and an invalidation of the Company's shareholder rights plan. On May 1, 2012, the parties agreed to a temporary stay in the action, subject to Court approval.

Icahn Litigation

On April 12, 2012, an action titled Icahn Partners LP v. Amylin Pharmaceuticals, Inc. (Case No. 7418) was filed in the Court of Chancery of the State of Delaware. The complaint asserts claims arising out of the Company's response to the plaintiff's demand to inspect certain books and records of the Company purportedly pursuant to Section 220 of the Delaware General Corporation Law. The complaint seeks an order from the court compelling the Company to provide certain books and records to the plaintiff for purposes of inspection and copying.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Except for the historical information herein, the discussion in this quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements include projections about our accounting and finances, plans and objectives for the future, future operating and economic performance and other statements regarding future performance. These statements are not guarantees of future performance or events. Our actual results may differ materially from those discussed here. Factors that could cause or contribute to differences in our actual results include those discussed under the caption “Cautionary Factors That May Affect Future Results,” as well as those discussed elsewhere in this quarterly report on Form 10-Q or in our other public disclosures. You should consider carefully those cautionary factors, together with all of the other information included in this quarterly report on Form 10-Q. Each of the cautionary factors, either alone or taken together, could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock. There may be additional risks that we are not presently aware of or that we currently believe are immaterial which could also impair our business and financial position. We disclaim any obligation to update any forward-looking statements.

Overview

We are a biopharmaceutical company committed to improving the lives of people with diabetes and other metabolic diseases through the discovery, development and commercialization of innovative medicines. We are marketing the first and only once-weekly diabetes treatment, BYDUREON^TM (exenatide extended-release for injectable suspension). BYDUREON is an extended-release medication for type 2 diabetes that provides continuous glycemic control in a once-weekly dose. We are also marketing two first-in-class medicines to treat diabetes, BYETTA(exenatide) injection and SYMLIN(pramlintide acetate) injection.

We are continuing our BYDUREON launch efforts. In addition, we continue to work toward securing a development and commercialization partner with global capabilities and continue to consider all other options available to us to maximize value for our stockholders. We are also continuing to advance our metreleptin program for the treatment of lipodystrophy, a very rare metabolic condition, and to advance our once-weekly and once monthly exenatide suspension programs. We are also continuing our efforts to develop and obtain approval for the BYDUREON pen with the goal of making the BYDUREON pen delivery system available to patients in late 2012 or early 2013. In the near term, we will also focus on maximizing the financial contributions from BYETTA and SYMLIN and continue to operate our business with financial discipline.

Highlights for the three months ended March 31, 2012 and recent activities include:

• Launched BYDUREON in the U.S., the first and only once-weekly medication approved for the treatment of type 2 diabetes.

• Received approval from the European Commission for a new use of BYETTA^® (exenatide twice-daily) as an adjunctive therapy to basal insulin, with or without metformin and/or Actos^® (pioglitazone), for the treatment of type 2 diabetes in adults who have not achieved adequate glycemic control with these agents.

• Completed an underwritten public offering of 13.5 million shares of common stock, resulting in net proceeds to Amylin of $206.9 million.

• Completed the Biologics License Application (BLA) submission to the U.S. Food and Drug Administration (FDA) for the use of metreleptin to treat diabetes and/or hypertriglyceridemia (high levels of triglycerides in the bloodstream) in pediatric and adult patients with rare forms of lipodystrophy, a life-threatening, ultra-orphan rare disease.

We maintain a research and early development program focused on novel peptide and protein therapeutics. We have also entered into strategic alliances and business initiatives, including our strategic relationship with Biocon, Limited, or Biocon, to develop pharmaceutical products, including AC165198, a peptide hybrid drug candidate for diabetes, which was developed from our phybrid technology platform. In collaboration with Biocon, we submitted an investigational new drug application, or IND, at the end of 2011 and commenced a phase 1 study for AC165198 in early 2012.

Our principal executive offices are located at 9360 Towne Centre Drive, San Diego, CA 92121, and our telephone number is (858) 552-2200. We were incorporated in Delaware in September 1987. We maintain a corporate website at www.amylin.com. The reference to our worldwide web address does not constitute incorporation by reference into this report of any of the information contained on our website.

Our periodic and current reports that we file with the SEC are available free of charge on our website at www.amylin.com as soon as reasonably practical after we have electronically filed them with, or furnished them to, the SEC.

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Overview Summary

Since our inception in September 1987, we have devoted substantially all of our resources to our research and development programs and, more recently, to the commercialization of our products. All of our revenues prior to 2005 were derived from milestones and amortization of up-front payments under our exenatide collaboration agreement with Lilly, previous SYMLIN collaborative agreements, and previous co-promotion agreements. During 2005, we began to derive revenues from product sales of BYETTA and SYMLIN, and during the first quarter of 2012 we began to derive revenues from product sales of BYDUREON. At March 31, 2012, our accumulated deficit was approximately $2.7 billion.

At March 31, 2012, we had $304.6 million in cash, cash equivalents and short-term investments and $10.7 million of restricted cash. Although we have yet to consistently generate positive operating cash flows, we intend to continue to tightly manage our cash in 2012 while investing in working capital to support the launch of BYDUREON. Refer to the discussions under the headings “Liquidity and Capital Resources” below and “Cautionary Factors That May Affect Future Results” in Part I, Item 1A for further discussion regarding our anticipated future capital requirements.

Application of Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an ongoing basis, our actual results may differ significantly from our estimates.

There were no significant changes in critical accounting policies from those at December 31, 2011. The financial information as of March 31, 2012 should be read in conjunction with the financial statements for the year ended December 31, 2011, contained in our annual report on Form 10-K filed with the SEC on February 22, 2012.

For a further discussion of our critical accounting policies, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K filed with the SEC on February 22, 2012.

Results of Operations

Comparison of Three Months EndedMarch 31, 2012 to Three Months EndedMarch 31, 2011

Net Product Sales

Net product sales consist of shipments of BYDUREON, BYETTA and SYMLIN, less allowances for product returns, rebates, wholesaler chargebacks, wholesaler discounts and prescription vouchers.

The following table provides information regarding net product sales (in millions):

	Three months ended, March 31,
	2012		2011
BYDUREON	$	6.9	$	—
BYETTA	120.6		128.0
SYMLIN	23.1		22.8
	$	150.6	$	150.8

We launched BYDUREON in the U.S. in February 2012; net product sales for BYUREON of $6.9 million represent the initial stocking shipments of the product to our wholesalers. The decrease in net product sales for BYETTA in the current period primarily reflects a decline in prescription volume. The increase in net product sales for SYMLIN in the current period reflects the net impact of price increases, partially offset by reduced prescription demand.

Sales of our products in future periods may be impacted by numerous factors, including current and potential competition, the success of our commercial launch of BYDUREON in the U.S., the potential approval of additional products, including metreleptin, regulatory matters, legislative changes, economic factors and other environmental factors.

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Revenues Under Collaborative Agreements

The following table summarizes the components of revenues under collaborative agreements (in millions):

	Three months ended, March 31,
	2012		2011
Amortization of up-front payments	$	1.9	$	1.9
Royalty and other revenues	1.2		—
	$	3.1	$	1.9

Amortization of up-front payments consist of the amortization of the up-front payment we received from Takeda. Royalty and other revenues primarily consist of royalty revenues from sales of exenatide outside the United States. The royalty revenues commenced upon achieving a cumulative gross margin for sales of exenatide which was achieved at the end of the first quarter of 2011, therefore we did not record royalties during the three months endedMarch 31, 2011.

For the year ended December 31, 2012 we expect to recognize $7.5 million of collaborative revenue in connection with the ratable amortization of the up-front payment we received from Takeda. We expect to continue to earn royalties on product sales of BYDUREON and BYETTA outside of the United States until commercialization of all exenatide markets outside the United States is transitioned from Lilly to Amylin, which by contract occurs no later than December 31, 2013. In the event the OUS transition does not occur by December 31, 2013, the agreement contains various provisions with respect to future rights and obligations of each party that extend beyond December 31, 2013.

Costs and Expenses

The following table provides information regarding our costs and expenses (in millions):

	Three months ended March 31,						Increase/ (Decrease)
	2012			2011
Cost of goods sold	$	34.6		$	12.5		$	22.1
Gross margin %	77		%	92		%	(15.0		)%
Selling, general and administrative	$	110.3		$	64.6		$	45.7
Research and development	$	51.2		$	41.9		$	9.3
Collaborative profit sharing	$	—		$	59.9		$	(59.9	)
Amortization of acquired intangible assets	$	7.8		$	—		$	7.8
Loss on fair value adjustments	$	3.9		$	—		$	3.9
Restructuring	$	0.2		$	2.9		$	(2.7	)

Cost of Goods Sold

Cost of goods sold is comprised primarily of manufacturing costs associated with BYDUREON, BYETTA and SYMLIN sales during the period. The gross margin for the three months ended March 31, 2012 declined compared to the same period of 2011 due to the launch of BYDUREON during the three months ended March 31, 2012. For the remainder of 2012 we expect our blended gross margins for BYDUREON, BYETTA and SYMLIN to be approximately 80% as we realize economies of scale in our Ohio manufacturing facility, which has annual operating expenses of approximately $100.0 million. Quarterly fluctuations in gross margins may be influenced by product mix, pricing and the level of sales allowances.

Selling, General and Administrative Expenses

The in

Since obtaining exclusive rights to develop and commercialize exenatide in the U.S. in late 2011, the current year financial results no longer reflect the cost-sharing reimbursements for exenatide-related expenses. The increase of $45.7 million of selling, general and administrative expenses during the three months ended March 31, 2012 compared to the same period in 2011 primarily reflects expenses associated with the U.S. launch of BYDUREON, including the expansion of the Company's sales force, and the absence of cost-sharing reimbursements for exenatide-related expenses.

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Research and Development Expenses

Our research and development costs are comprised of salaries and bonuses, benefits and non-cash stock-based compensation; license fees, milestones under license agreements and costs paid to third-party contractors to perform research, conduct clinical trials and develop drug materials and delivery devices; and associated overhead expenses and facilities costs. Reimbursed research and development costs under collaborative arrangements are recorded as a reduction to research and development expenses and are recognized in the period in which the related costs are incurred. We charge direct internal and external program costs to the respective development programs. We also incur indirect costs that are not allocated to specific programs because such costs benefit multiple development programs and allow us to increase our pharmaceutical development capabilities. These consist primarily of facilities costs and other internal shared resources related to the development and maintenance of systems and processes applicable to all of our programs.

Our research and development efforts are focused on diabetes, obesity and other diseases. We also maintain an active discovery research program. In diabetes, we have three approved products, BYDUREON, BYETTA and SYMLIN. In obesity, we continue to work with Takeda under the terms of our collaboration with them.

The following table provides information regarding our research and development expenses for our major projects (in millions):

	Three months ended March 31,
	2012		2011		Increase/(Decrease)
Diabetes(1)	$	35.4	$	21.4	$	14.0
Obesity(2)	4.0		5.8		(1.8		)
Research and early-stage programs	2.5		3.5		(1.0		)
Indirect costs	9.3		11.2		(1.9		)
	$	51.2	$	41.9	$	9.3

____________________________

(1) Research and development expenses for our diabetes programs consist primarily of costs associated with BYETTA and BYDUREON which were shared by Lilly pursuant to our collaboration agreement which terminated in November 2011. Cost-sharing payments received from Lilly are recorded as a reduction to research and development costs. Cost-sharing payments from Lilly for BYETTA and BYDUREON development expenses were zero and $17.3 million for the three months ended March 31, 2012 and 2011, respectively.

(2) Research and development expenses for our obesity program include costs associated with our collaboration agreement with Takeda. Cost-sharing payments received from Takeda are recorded as a reduction to research and development and were $0.8 million and $5.0 million for the three months ended March 31, 2012 and 2011, respectively.

The increase in research and development expenses for the three months ended March 31, 2012 as compared to the same period in 2011 primarily reflects increased expenses for diabetes programs of $14.0 million, offset by decreased expenses for our obesity programs of $1.8 million, our research and early-stage programs of $1.0 million and a reduction in indirect costs of $1.9 million. The increase in diabetes program expenses is largely due to the absence of cost-sharing reimbursements for exenatide-related expenses. The increase is offset by a reduction of research and development expense caused by the transfer of BYDUREON manufacturing costs from research and development into cost of goods sold beginning in the quarter ended March 31, 2012, the first period of U.S. commercialization of BYDUREON. The decrease in expenses in our obesity programs primarily reflects reduced development efforts in connection with our Takeda alliance. The decrease in expenses in our research and early-stage programs and indirect costs reflects our ongoing efforts to achieve efficiencies in our business.

Collaborative Profit Sharing

Collaborative profit sharing was zero and $59.9 million for the three months ended March 31, 2012 and 2011, respectively, and consists of Lilly’s 50% share of the gross margin for BYETTA in the United States. As further described in Note 6 of the footnotes to our Consolidated Financial Statements, as a result of the Termination Agreement, full responsibility for the commercialization of exenatide in the U.S. was transferred to Amylin effective November 30, 2011. The termination of the Lilly collaboration resulted in the termination of gross margin sharing with Lilly in the U.S. effective December 1, 2011.

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Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets were $7.8 million and zero for the three months ended March 31, 2012 and 2011, and consist of amortization of the intangible asset related to the reacquired economic interest in exenatide for the United States.

Loss on Fair Value Adjustments

Loss on fair value adjustments was $3.9 million and zero for the three months ended March 31, 2012 and 2011, and consist of a fair market value adjustment recorded on the Company's loss protection liability payable to Lilly.

Restructuring

During the three months ended March 31, 2012 we recorded restructuring charges of $0.2 million consisting primarily of facilities related charges. During the three months ended March 31, 2011 we recorded restructuring charges of $2.9 million consisting primarily of employee separation costs and asset impairment charges. We are continuing to assess our facility requirements for our San Diego campus and may record additional facilities-related charges over the next several quarters, but cannot quantify the amount at this time.

Interest and Other Expense, net

The following table provides information regarding our interest and other expense, net (in millions):

	Three months ended March 31,
	2012			2011			Variance
Interest and other income	$	0.4		$	0.3		$	0.1
Interest and other expense	(6.2		)	(8.5		)	2.3
Interest and accretion expense on promissory note related to RSO	(33.6		)	—			(33.6		)
Loss on fair value adjustments	(5.3		)	—			(5.3		)
Total interest and other expense, net	$	(44.7	)	$	(8.2	)	$	(36.5	)

Interest and other income consist primarily of interest income from investment of cash and other investments. The increase primarily reflects higher average balances available for investment on our short-term investments in the three months ended March 31, 2012 as compared to the same period in 2011.

Interest and other expense consist primarily of interest expense resulting from our long-term debt obligations, exclusive of the promissory note related to the RSO entered into in connection with the Termination Agreement, including amortization of debt issuance costs, net of amounts capitalized and foreign exchange gains and losses.

The interest and accretion expense on the promissory note related to RSO represents interest and accretion expense accrued during the period on this debt instrument. There was no such interest in the same period of last year.

The loss on fair value adjustments relates to a fair value adjustment recorded on a derivative instrument embedded in the promissory note and provided Amylin with the ability to discharge a portion of the obligation in the event BYDUREON did not receive FDA approval. This contingency was resolved upon the receipt of FDA approval of BYDUREON, so the fair value of this embedded derivative instrument was reduced to zero in the three months ended March 31, 2012, resulting expense of $5.3 million.

Net Loss

Our net loss for the three months ended March 31, 2012 was $99.0 million compared to a net loss of $37.3 million for the same period in 2011. The increase in net loss primarily reflects increased cost of goods sold, selling, general and administrative expenses and research and development expenses offset by reduced collaborative profit-sharing, as discussed above. We may incur operating losses for the next few years. Our ability to reach profitability in the future will be heavily dependent upon the level of product sales that we achieve for BYDUREON, BYETTA, SYMLIN and metreleptin, if approved. Our ability to achieve profitability in the future will also depend on our ability to continue to control our operating expenses, including costs

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associated with the commercialization of BYDUREON, expenses associated with the continued commercialization of BYETTA and SYMLIN, and expenses associated with our research and development programs, including our obesity and our early-stage development programs and related support infrastructure. Our operating results may fluctuate from quarter to quarter as a result of differences in the timing of expenses incurred and revenues recognized.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily through public sales and private placements of our common and preferred stock, debt financings, payments received pursuant to our exenatide collaboration with Lilly and our obesity collaboration with Takeda and reimbursement of SYMLIN development expenses through earlier collaboration agreements. Additionally since the second quarter of 2005, we have financed our operations through product sales of BYETTA and SYMLIN and since the first quarter of 2012 through product sales of BYDUREON.

At March 31, 2012, we had approximately $304.6 million in cash, cash equivalents and short-term investments, compared to $204.1 million at December 31, 2011. We have demonstrated strong financial discipline over the last few years and we are committed to continuing to manage our expenses closely, in-line with expected revenues. We will continue to aggressively manage our expenses to minimize the amount of cash we use for operating activities. During the three months ended March 31, 2012 we completed an underwritten public offering of 13.5 million shares of common stock, resulting in net proceeds to Amylin of $206.9 million. We have $575 million of convertible debt that matures in 2014 and a $165 million loan facility from Lilly that matures in 2016. Accordingly, we continue to evaluate opportunities to refinance existing indebtedness or raise additional funds. If we require additional financing in the future, we cannot assure you that it will be available to us on favorable terms, or at all. Although we have previously been successful in obtaining financing through our debt and equity securities offerings, there can be no assurance that we will be able to do so in the future.

Our operating activities used cash of $93.4 million and provided cash of $23.1 million in the three months ended March 31, 2012 and 2011, respectively. Our cash used by operating activities in the three months ended March 31, 2012 included cash used due to increases in accounts receivable and inventories of $7.3 million and $25.0 million, respectively, and a decrease in accrued compensation and payable to collaborative partner of $21.7 million and $25.6 million, offset by an increase in accounts payable and accrued liabilities of $11.5 million. The increase in accounts receivable is primarily due to the BYDUREON launch and reflects slightly extended payment terms for the initial stocking orders to wholesalers. The increase in inventories largely reflects increases in BYDUREON raw materials and work in process inventories, offset by reductions in BYETTA and SYMLIN raw materials inventory and reductions in work in process inventory for SYMLIN due to the timing and volume of production for BYETTA and SYMLIN. The decrease in payable to collaborative partner reflects the final settlement of payments due by us to Lilly in connection with our former collaboration. The increase in accounts payable and accrued liabilities relates to the timing of payments. The increase in cash used for operations for the three months ended March 31, 2012 compared to the three months ended March 31, 2011 reflects working capital requirements associated with the current period launch of BYDUREON as well as increased operating expenses resulting from the termination of the Lilly collaboration and reacquisition of 100% of the commercialization and development rights for exenatide. Our cash usage was front-loaded in the three months ended March 31, 2012 relative to the balance of the year, and we expect to use less than $30 million of cash for the remainder of 2012, including payments on the RSO and our other debt obligations.

Our investing activities used cash of $138.1 million and provided cash of $56.2 million for the three months ended March 31, 2012 and 2011, respectively. Investing activities in both quarters consisted primarily of purchases and sales of short-term investments and purchases of property, plant and equipment, net. Purchases of property, plant and equipment, net were largely unchanged and were $10.4 million and $10.0 million for the three months ended March 31, 2012 and March 31, 2011, respectively. Purchases of property, plant and equipment represent costs incurred in connection with the BYDUREON pen device. Through March 31, 2012, we have expended $644.9 million associated with the construction of the BYDUREON manufacturing facility, which includes costs associated with the construction of the facility, purchase and installation of equipment and capitalized labor and materials required to validate the facility. Through March 31, 2012 we have incurred $226.7 million in capital expenditures associated with the BYDUREON pen device and incurred total combined capital expenditures for the manufacturing facility and the pen device of $871.6 million. Lilly funded a total of $103.4 million of the capital expenditures associated with the BYDUREON pen device prior to the termination of our collaboration with them. We expect that our capital expenditures will be less than $50 million for 2012 and will be principally focused on strategically investing in the exenatide life cycle. We will continue to evaluate potential additional investments in our Ohio manufacturing facility during the product life cycle for BYDUREON.

Financing activities provided cash of $205.0 million and $4.3 million for the three months ended March 31, 2012 and 2011 respectively. Financing activities in the three months ended March 31, 2012 include net proceeds of $206.9 million from the previously mentioned common stock offering and $4.1 million from the exercise of stock options and proceeds from our

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employee stock purchase plan, offset by a payment on the revenue sharing obligation of $6.1 million. Financing activities for the three months ended March 31, 2011 include proceeds of $4.3 million from the exercise of stock options and proceeds from our employee stock purchase plan.

At March 31, 2012, our outstanding debt includes $575 million of the 2007 Notes due June 15, 2014. The 2007 Notes are currently convertible into a total of up to 9.4 million shares of our common stock at approximately $61.07 per share and are not redeemable at our option. Additionally, the $165 million Lilly Loan is due June 30, 2016 and the $1.2 billion related to the promissory note related to the RSO matures December 31, 2036.

As of March 31, 2012 we had $10.5 million of standby letters of credit outstanding which are secured by $10.7 million of restricted cash pursuant to a Line of Credit and Cash Collateral Agreement entered into in December 2011.

Use of Non-GAAP Financial Measures and Reconciliations to GAAP Results

We use certain non-GAAP financial measures, which exclude stock-based compensation, amortization of intangible assets, restructuring and acquisition-related charges and infrequently occurring gains and losses in our calculation of operating income or loss. This non-GAAP financial measure is intended to approximate our operating cash flows before working capital changes and should be considered in addition to, not as a substitute for, measures of our financial performance or liquidity prepared in accordance with GAAP. Our non-GAAP financial measures may be defined differently from time to time and may be defined differently than similar terms used by other companies, and accordingly, care should be exercised in understanding how we define our non-GAAP financial measures.

Our management uses non-GAAP financial measures to gain an understanding of the Company's comparative operating performance (when comparing such results with previous periods) and future prospects and excludes these items from its internal financial statements for purposes of its internal budgets and financial goals. These non-GAAP financial measures are used by our management in their financial and operating decision-making because management believes they reflect the Company's ongoing business in a manner that allows meaningful period-to-period comparisons. Our management believes that these non-GAAP financial measures provide useful information to investors and others (a) in understanding and evaluating our current operating performance and future prospects in the same manner as management does, if they so choose, and (b) in comparing in a consistent manner our current financial results with our past financial results.

Our non-GAAP operating loss for the three months ended March 31, 2012 was $30.1 million compared to non-GAAP operating loss of $3.1 million for the same period in 2011. Our non-GAAP net loss was $34.0 million, or $0.23 per share, for the quarter ended March 31, 2012, compared to $6.6 million, or $0.05 per share, for the same period in 2011.

A reconciliation of reported GAAP operating loss to non-GAAP operating loss, excluding non-cash items, and GAAP net loss to non-GAAP net loss excluding non-cash items is provided in the tables that follow (in thousands, unaudited):

	Quarter ended March 31,
	2012			2011
GAAP operating loss	$	(54,333	)	$	(29,079	)
Revenue sharing obligation note payments on net exenatide sales	(19,127		)	—
Stock-based compensation	9,158			7,917
Other non-cash compensation	7,698			4,238
Depreciation and amortization	24,242			12,888
Amortization of deferred revenue	(1,875		)	(1,875		)
Restructuring	151			2,858
Loss on fair value adjustments	3,947			—
Non-GAAP operating loss	$	(30,139	)	$	(3,053	)

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	Quarter ended March 31,
	2012			2011
GAAP net loss	$	(99,040	)	$	(37,324	)
Revenue sharing obligation note payments on net exenatide sales	(19,127		)	—
Stock-based compensation	9,158			7,917
Other non-cash compensation	7,698			4,238
Depreciation and amortization	24,242			12,888
Amortization of deferred revenue	(1,875		)	(1,875		)
Restructuring	151			2,858
Non-cash interest expense	35,606			4,717
Loss on fair value adjustments	9,197			‒
Non-GAAP net loss	$	(33,990	)	$	(6,581	)
Non-GAAP net loss per share - basic and diluted	$	(0.23	)	$	(0.05	)
Shares used in computing non-GAAP      net loss per share - basic and diluted	150,365			144,787

The following table summarizes our contractual obligations and maturity dates as of March 31, 2012 (in thousands):

	Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long-term debt obligations, including interest	$	2,052,391	$	94,644	$	782,274	$	331,673	$	843,800
Inventory purchase obligations	145,166		74,595		62,133		8,438		—
Loss protection liability	50,366		37,283		13,083		—		—
Construction contracts	4,000		4,000		—		—		—
Operating leases	160,433		28,741		56,403		40,811		34,478
Total(1)	$	2,412,356	$	239,263	$	913,893	$	380,922	$	878,278

___________________________________

(1) Excludes our obligation of $9.4 million related to deferred compensation, the payment of which is subject to elections made by participants that are subject to change.

In addition, under certain license and collaboration agreements we are required to pay royalties and/or milestone payments upon the successful development and commercialization of related products. We expect to make development milestone payments of up to $5.3 million associated with licensing agreements in the next 12 months. Additional milestones and other contingency payments of up to approximately $230.1 million could be paid if development and commercialization of all our early stage programs continue and are successful. The significant majority of these milestones relate to potential future regulatory approvals and subsequent sales thresholds. Given the inherent risk in pharmaceutical development, it is highly unlikely that we will ultimately make all of these milestone payments; however, these payments would signify that the related products are moving successfully through development and commercialization.

Our future capital requirements will depend on many factors, including: the amount of product sales we achieve for BYDUREON, BYETTA and SYMLIN; costs associated with the commercialization of BYDUREON and the continued commercialization of BYETTA and SYMLIN; costs associated with the operation of our BYDUREON manufacturing facility; costs of potential licenses or acquisitions; the potential need to repay existing indebtedness; our ability to receive or need to make milestone payments; our ability, and the extent to which we establish collaborative arrangements for exenatide products outside the United States, for SYMLIN or any of our product candidates; progress in our research and development programs and the magnitude of these programs; costs involved in preparing, filing, prosecuting, maintaining, enforcing or defending our patents; competing technological and market developments; and costs of manufacturing, including costs associated with establishing our own manufacturing capabilities or obtaining and validating additional manufacturers of our products; and scale-up costs for our drug candidates.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are currently or reasonably likely to be material to our consolidated financial position or results of operations.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

We invest our excess cash primarily in United States Government securities, asset-backed securities, and debt instruments of financial institutions and corporations with investment-grade credit ratings. These instruments have various short-term maturities. We do not utilize derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments, positions or transactions in any material fashion. Accordingly, we believe that, while the instruments held are subject to changes in the financial standing of the issuer of such securities, we are not subject to any material risks arising from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices or other market changes that affect market risk sensitive investments. Our debt is not subject to significant swings in valuation due to changes in interest rates as interest rates on our debt are fixed. The fair value of our 2007 Notes at March 31, 2012 was approximately $569.3 million. A hypothetical 1% adverse move in interest rates along the entire interest rate yield curve would not materially affect the fair value of our financial instruments that are exposed to changes in interest rates.

ITEM 4. Controls and Procedures

As of March 31, 2012, an evaluation was performed under the supervision and with the participation of our management, including our President and Chief Executive Officer (referred to as our CEO) and our Senior Vice President, Finance and Chief Financial Officer (referred to as our CFO), of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective at a reasonable level of assurance as of March 31, 2012.

Our management does not expect that our disclosure control and procedures or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, or misstatements due to error, if any, within the company have been detected. While we believe that our disclosure controls and procedures and internal control over financial reporting are and have been effective, in light of the foregoing we intend to continue to examine and refine our disclosure controls and procedures and internal control over financial reporting.

An evaluation was also performed under the supervision and with the participation of our management, including our CEO and CFO, of any change in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. That evaluation did not identify any change in our internal control over financial reporting that occurred during our latest fiscal quarter and that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

From time to time in the ordinary course of business, we become involved in various lawsuits, claims and proceedings relating to the conduct of our business, including those pertaining to product liability, patent infringement and employment claims.

Product Liability Litigation

As of March 31, 2012, we and Lilly were involved in approximately 95 separate product liability cases involving approximately 526 plaintiffs in various courts in the United States. Approximately 70 plaintiffs who previously filed cases have subsequently dismissed their cases or claims without prejudice. Certain of these cases have been brought by individuals who allege they have used BYETTA. They generally seek compensatory and punitive damages for alleged injuries, consisting primarily of pancreatitis and, in some cases, alleged wrongful death. Most of the cases are pending in California state court, where the Judicial Council has granted our petition for a “coordinated proceeding” for all California state court cases alleging harm allegedly as a result of BYETTA use. We also have received notice from plaintiffs' counsel of additional claims by individuals who have not filed suit. While we cannot reasonably predict the outcome of any lawsuit, claim or proceeding, we and Lilly intend to vigorously defend these matters. However, if we are unsuccessful in our defense, these matters could result in a material adverse impact to our financial position and results of operations.

Stockholder Litigation

On April 4, 2012, a derivative and putative class action titled Duane Howell v. Paulo F. Costa et al. (Case No. 37-2012-00095130) was filed by a putative stockholder in the Superior Court of the State of California for the County of San Diego. The complaint asserts claims for breach of fiduciary duty against our current directors arising out of, among other things, alleged responses by the directors to an alleged offer to acquire the Company. The complaint seeks, among other things, a declaration of breach of the directors' fiduciary duties, the establishment of a committee of independent directors or third party to evaluate strategic alternatives and potential offers for the Company, a prohibition of the directors from entering into certain contractual commitments that allegedly could harm the Company or its stockholders and an invalidation of the Company's shareholder rights plan. On May 1, 2012, the parties agreed to a temporary stay in the action, subject to Court approval..

Icahn Litigation

On April 12, 2012, an action titled Icahn Partners LP v. Amylin Pharmaceuticals, Inc. (Case No. 7418) was filed in the Court of Chancery of the State of Delaware. The complaint asserts claims arising out of the Company's response to the plaintiff's demand to inspect certain books and records of the Company purportedly pursuant to Section 220 of the Delaware General Corporation Law. The complaint seeks an order from the court compelling the Company to provide certain books and records to the plaintiff for purposes of inspection and copying.

Item 1A. Risk Factors

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

The following sets forth cautionary factors that may affect our future results, including clarifications to the cautionary factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

We have a history of operating losses, anticipate future losses and may never become profitable.

We have experienced significant operating losses since our inception in 1987, including losses of $99.0 million for the three months ended March 31, 2012, $543.4 million in 2011, $152.3 million in 2010 and $186.3 million in 2009. As of March 31, 2012, we had an accumulated deficit of approximately $2.7 billion. The extent of our future losses and the timing of potential profitability are uncertain, and we may never achieve profitable operations. We have been engaged in discovering and developing drugs since inception, which has required, and will continue to require, significant research and development expenditures. Our three commercial products, BYDUREON, BYETTA and SYMLIN may not be as commercially successful as we expect and we may not succeed in commercializing any of our other drug candidates, including metreleptin to treat lipodystrophy, if approved. We may incur substantial operating losses for at least the next few years. These losses, among other

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things, have had and will have an adverse effect on our stockholders' equity and working capital. Even if we become profitable, we may not remain profitable.

We began selling, marketing and distributing our first two products, BYETTA and SYMLIN, in 2005, and our third product, BYDUREON, in 2011, and we will depend heavily on the success of those products in the marketplace.

Prior to the launch of BYETTA and SYMLIN in 2005, we had never sold or marketed our own products. Our ability to generate product revenue in the near term depends solely on the success of these products and BYDUREON, which received marketing authorization from the European Commission in June 2011 and FDA approval in January 2012. The ability of BYDUREON, BYETTA and SYMLIN to generate revenue at the levels we expect will depend on many factors, including the following:

• our ability to successfully launch BYDUREON in the United States;

• our ability to secure a new partner to assist in the development and commercialization of our exenatide franchise outside the United States;

• the ability of patients in the current uncertain economic climate to be able to afford our medications or obtain health care coverage that covers our products;

• acceptance of and ongoing satisfaction with these novel medicines in the United States and foreign markets by the medical community, patients receiving therapy and third party payers;

• a satisfactory efficacy and safety profile as demonstrated in a broad patient population;

• successfully expanding and sustaining manufacturing capacity to meet demand;

• safety concerns in the marketplace for diabetes therapies;

• the competitive landscape for approved and developing therapies that will compete with the products; and

• our ability to expand the indications for which we can market the products.

If we encounter safety issues with BYDUREON, BYETTA or SYMLIN or any other drugs we market or fail to comply with extensive continuing regulations enforced by domestic and foreign regulatory authorities, it could cause us to discontinue marketing those drugs, reduce our revenues and harm our ability to generate future revenues, which would negatively impact our financial position.

BYDUREON, BYETTA and SYMLIN, in addition to any other of our drug candidates that may be approved by the FDA, will be subject to continual review by the FDA, and we cannot assure you that newly discovered or developed safety issues will not arise. With the use of any of our marketed drugs by a wide patient population, serious adverse events may occur from time to time that initially do not appear to relate to the drug itself, and only if the specific event occurs with some regularity over a period of time does the drug become suspect as having a causal relationship to the adverse event. Some patients taking BYETTA have reported developing pancreatitis. We are working to better understand the relationship between BYETTA and pancreatitis described in some spontaneously reported cases. In keeping with our focus on patient safety, we continue to pursue our drug safety program that includes thorough investigation of individual spontaneous case reports along with clinical and epidemiologic studies. Within the detection limits of an initial epidemiology study which we provided to the FDA, we have not observed an increased incidence of pancreatitis associated with BYETTA use compared to other treatments for diabetes and thus believe a definite causal relationship between BYETTA and pancreatitis has not been proved. In addition, since BYETTA was introduced, we have received other reports of adverse events, including rare reports of acute renal failure in patients using BYETTA, and in pre-clinical studies of BYDUREON, observations were made of C-cell tumors in animals. Although direct relationships have not been established, it may be difficult to rule out any particular direct relationship at any point in time for these or other reports of adverse events or observations that may be made. Any safety issues could cause us to suspend or cease marketing of our approved products, cause us to modify how we market our approved products, subject us to substantial liabilities, and adversely affect our revenues and financial condition.

Moreover, the marketing of our approved products will be subject to extensive regulatory requirements administered by the FDA and other regulatory bodies, including adverse event reporting requirements and the FDA's general prohibition against promoting products for unapproved uses. The manufacturing facilities for our approved products are also subject to continual review and periodic inspection and approval of manufacturing modifications. Manufacturing facilities that manufacture drug products for the United States market, whether they are located inside or outside the United States, are subject to biennial inspections by the FDA and must comply with the FDA's current good manufacturing practice, or cGMP, regulations. The FDA stringently applies regulatory standards for manufacturing. Failure to comply with any of these post-approval requirements can, among other things, result in warning letters, product seizures, recalls, fines, injunctions, suspensions or revocations of marketing licenses, operating restrictions and criminal prosecutions. Any of these enforcement actions, any unanticipated changes in existing regulatory requirements or the adoption of new requirements, or any safety issues that arise with any approved products, could adversely affect our ability to market products and generate revenues and thus adversely affect our

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ability to continue our business.

The manufacturers of our products and drug candidates also are subject to numerous federal, state, local and foreign laws relating to such matters as safe working conditions, manufacturing practices, environmental protection, fire hazard control and hazardous substance disposal. In the future, our manufacturers may incur significant costs to comply with those laws and regulations, which could increase our manufacturing costs and reduce our ability to operate profitably.

We currently do not manufacture BYETTA and SYMLIN product, our bulk exenatide or pramlintide or our drug candidates and may not be able to obtain adequate supplies. This could cause delays, subject us to product shortages, or reduce product sales. If our BYDUREON manufacturing facility is damaged, rendered inoperable or does not comply with regulatory requirements, we may not be able to obtain an adequate supply of BYDUREON.

The manufacturing of sufficient quantities of newly-approved drug products and drug candidates is a time-consuming and complex process. We currently have no manufacturing capabilities for two of our three marketed drug products, BYETTA and SYMLIN. In order to successfully supply our products and continue to develop our drug candidates we rely on various third parties to provide the necessary manufacturing.

There are a limited number of manufacturers that operate under the FDA's cGMP regulations capable of manufacturing for us. In addition, there are a limited number of bulk drug substance suppliers, cartridge manufacturers and disposable pen manufacturers. If we are not able to arrange for and maintain third-party manufacturing on commercially reasonable terms, or we lose one of our sole source suppliers used for our existing products or for some components of our manufacturing processes for our products or drug candidates, we may not be able to market our products or complete development of our drug candidates on a timely basis, if at all.

Reliance on third-party suppliers limits our ability to control certain aspects of the manufacturing process and therefore exposes us to a variety of significant risks, including, but not limited to, risks to our ability to supply or commercialize our products or conduct clinical trials, risks of reliance on the third-party for regulatory compliance and quality assurance, third-party refusal to supply on a long-term basis, or at all, the possibility of breach of the manufacturing agreement by the third-party and the possibility of termination or non-renewal of the agreement by the third-party, based on its business priorities, at a time that is costly or inconvenient for us. In addition, reliance on single-source suppliers subjects us to the risk of price increases by these suppliers which could negatively impact our operating margins. If any of these risks occur, our product supply will be interrupted resulting in lost or delayed revenues and delayed clinical trials. Our reliance on third-party manufacturers for the production of our commercial products is described in more detail below.

Our Ohio manufacturing facility has been approved by the FDA and the EMA for manufacturing BYDUREON for commercial distribution in the United States and the European Union, respectively. In order to continue manufacturing BYDUREON for these two geographic locations, we must maintain these regulatory approvals. Further, in order to manufacture BYDUREON for commercialization in additional jurisdictions, we will need to gain regulatory approvals from such jurisdictions. We cannot assure you that we will be able to continue to successfully operate our manufacturing facility in accordance with FDA or EMA regulations or the regulations of any other geographic location. In addition, we are dependent on Alkermes to supply us with commercial quantities of the polymer required to manufacture BYDUREON. We also will need to obtain sufficient supplies of diluent, solvents, devices, packaging and other components necessary for commercial manufacture of BYDUREON. We are dependent upon Mallinckrodt and Lonza to manufacture our long-term commercial supply of bulk exenatide, the active ingredient in BYDUREON, and upon single suppliers to produce components for packaging BYDUREON.

Our Ohio facility is currently the only manufacturing capacity available to us for the production of BYDUREON. Equipment failures, natural disasters, power outages or other catastrophic events, such as a severe storm or fire, could cause interruptions or delays in our ability to manufacture BYDUREON. If we experience equipment failures, or our manufacturing facility is damaged by a natural disaster or other catastrophic event, or if severe weather conditions prevent us from delivering BYDUREON to meet market needs in a timely manner, our business, financial condition and operating results could be adversely impacted.

We rely on Bachem and Mallinckrodt to manufacture our long-term commercial supply of bulk exenatide, the active ingredient in BYETTA. In addition, we rely on single-source manufacturers for some of our raw materials used by Bachem and Mallinckrodt to produce bulk exenatide. We also rely on Wockhardt and Baxter to manufacture the dosage form of BYETTA in cartridges. We are further dependent upon Lilly to supply pens for delivery of BYETTA in cartridges.

We rely on Bachem and Lonza to manufacture our commercial supply of bulk pramlintide acetate, the active ingredient contained in SYMLIN. We rely on Wockhardt for the dosage form of SYMLIN in cartridges and Ypsomed AG to manufacture the components for the SYMLIN disposable pen. We also rely on Sharp Corporation for the assembly of the SYMLIN pen.

If any of our existing or future manufacturers cease to manufacture or are otherwise unable to timely deliver sufficient

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quantities of BYETTA or SYMLIN, in either bulk or dosage form, or other product components, including pens for the delivery of these products, it could disrupt our ability to market our products, subject us to product shortages, reduce product sales and/or reduce our profit margins. Any delay or disruption in the manufacturing of bulk product, the dosage form of our products or other product components, including pens for delivery of our products, could also harm our reputation in the medical and patient communities. In addition, we may need to engage additional manufacturers so that we will be able to continue our commercialization and development efforts for these products or drug candidates. The cost and time to establish these new manufacturing facilities would be substantial.

Our manufacturers have produced BYETTA and SYMLIN for commercial use for approximately seven years, however, unforeseeable risks related to environmental, economic, technical or other issues may be encountered as we, together with our manufacturers, continue to develop familiarity and experience with regard to manufacturing our products. Furthermore, we and the other manufacturers used for our drug candidates may not be able to produce supplies in commercial quantities if our drug candidates are approved. While we believe that business relations between us and our manufacturers are generally good, we cannot predict whether any of the manufacturers that we may use will meet our requirements for quality, quantity or timeliness for the manufacture of bulk exenatide or pramlintide acetate, dosage form of BYETTA or SYMLIN, or pens. Therefore, we may not be able to obtain necessary supplies of products with acceptable quality, on acceptable terms or in sufficient quantities, if at all. Our dependence on third parties for the manufacture of products may also reduce our gross profit margins and our ability to develop and deliver products in a timely manner.

We have a significant amount of indebtedness. We may not be able to make payments on our indebtedness, and we may incur additional indebtedness in the future, which could adversely affect our operations.

In June 2007, we issued $575 million of the 2007 Notes and in May 2011 we borrowed $165 million from Lilly under the Lilly Loan. Our ability to make payments on our debt, including the 2007 Notes and the Lilly Loan, will depend on our future operating performance and ability to generate cash and may also depend on our ability to obtain additional debt or equity financing. During three of the last five years, our operating cash flows were negative and insufficient to cover our fixed costs. We will need to use cash to pay principal and interest on our debt, thereby reducing the funds available to fund our research and development programs, strategic initiatives and working capital requirements. Our ability to generate sufficient operating cash flow and revenues to service our indebtedness and fund our operating requirements will depend on our ability, alone or with others, to successfully develop, manufacture, obtain required regulatory approvals for and market our drug products and candidates, as well as other factors, including general economic, financial, competitive, legislative and regulatory conditions, some of which are beyond our control. Our debt service increases our vulnerabilities to competitive pressures because many of our competitors are less leveraged than we are. If we are unable to generate sufficient operating cash flow and revenues to service our indebtedness and fund our operating requirements, we may be forced to reduce or defer our development programs, sell assets or seek additional debt or equity financing, which may not be available to us on satisfactory terms or at all. Our level of indebtedness may make us more vulnerable to economic or industry downturns. If we incur new indebtedness, the risks relating to our business and our ability to service our indebtedness and other financial obligations will intensify.

We have a substantial revenue sharing obligation payable to Lilly that is secured by certain of our assets. If we are unable to make payments on our revenue sharing obligation, our operations and financial position could be harmed.

In connection with the termination of our collaboration with Lilly in November 2011, we incurred a $1.2 billion revenue sharing obligation payable to Lilly, or the Revenue Sharing Obligation, and entered into a promissory note in favor of Lilly in the initial principal amount of $1.2 billion, secured by certain of our assets and certain assets of our subsidiaries. We also entered into a security agreement with Lilly pursuant to which we and our Ohio subsidiary granted to Lilly, as collateral to secure payment of principal, interest and certain expenses under the promissory note, a security interest in intellectual property relating to our exenatide products, United States regulatory approvals relating to our exenatide products, certain third party license agreements, certain deposit accounts into which counterparties of such license agreements are required to make payments, certain third party supply agreements, inventory and a supply agreement for BYDUREON between us and our Ohio subsidiary. Under the promissory note an event of default would occur if we fail to make payments under the Revenue Sharing Obligation, or upon certain other events as set forth in the promissory note. Upon the occurrence and during the continuance of an event of default, all outstanding amounts under the promissory note may be declared due and payable (and in the case of a bankruptcy event of default, such obligations will automatically become due and payable), and Lilly may exercise its rights with respect to the collateral under the security agreement. If Lilly successfully exercises its rights with respect to the collateral, Lilly will be able to, among other things, sell, lease, license or otherwise dispose of the collateral, enforce our rights in the intellectual property, license agreements and supply agreements relating to BYETTA and BYDUREON (including bringing intellectual property infringement actions against third parties and acquiring the rights to receive BYDUREON supply under an intercompany supply agreement between us and our Ohio subsidiary) and directly collect payments from counterparties of the license agreements that such counterparties would otherwise be required to pay to us. Any such successful exercise by Lilly of

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its rights with respect to the collateral could have a negative impact on our day-to-day operations, financial condition and operating results.

Our ability to generate revenues will be diminished if we fail to obtain acceptable prices or an adequate level of reimbursement for our products from third-party payers.

The continuing efforts of government, private health insurers and other third-party payers to contain or reduce the costs of health care through various means, including efforts to increase the amount of patient co-pay obligations, may limit our commercial opportunity. In the United States, the Federal government recently passed health care reform legislation. Many of the details regarding the implementation of this legislation have yet to be determined and implementation may ultimately adversely affect our business. Further, we expect that there will continue to be a number of federal and state proposals to implement government control over the pricing of prescription pharmaceuticals. In addition, increasing emphasis on managed care in the United States will continue to put pressure on the rate of adoption and pricing of pharmaceutical products.

Significant uncertainty exists as to the reimbursement status of health care products. Third-party payers, including Medicare, are challenging the prices charged for medical products and services. Government and other third-party payers increasingly are attempting to contain health care costs by limiting both coverage and the level of reimbursement for new drugs and by refusing to provide coverage for uses of approved products for disease indications for which the FDA has not granted labeling approval. Third-party insurance coverage may not be available to patients for BYDUREON, BYETTA and/or SYMLIN or any other products we discover and develop. If government and other third-party payers do not provide adequate coverage and reimbursement levels for our products, the market acceptance of these products may be reduced.

Competition in the biotechnology and pharmaceutical industries may result in competing products, superior marketing of other products and lower revenues or profits for us.

There are many companies that are seeking to develop products and therapies for the treatment of diabetes and other metabolic disorders. Our competitors include multinational pharmaceutical and chemical companies, specialized biotechnology firms and universities and other research institutions. A number of our largest competitors, including AstraZeneca, Bristol-Myers Squibb, GlaxoSmithKline, Lilly, Merck & Co., Novartis, Novo Nordisk, Pfizer, Sanofi-Aventis, Roche and Takeda, are pursuing the development or marketing of pharmaceuticals that target the same diseases that we are targeting. For example, in 2010, Novo Nordisk obtained approval of and commercially launched a GLP-1 receptor agonist to treat type 2 diabetes. In addition, Lilly is developing a GLP-1 receptor agonist to treat type 2 diabetes and has announced a global alliance with Boehringer Ingelheim to jointly develop and commercialize a portfolio of diabetes compounds which Lilly has announced includes a SGLT-2 inhibitor and a DPP-IV inhibitor that has been approved by the FDA and the European Commission. These products all compete for patients in the diabetes space. It is possible that the number of companies seeking to develop products and therapies for the treatment of diabetes, obesity and other metabolic disorders will increase.

Many of our competitors have substantially greater financial, technical, sales force, human and other resources than we do and may be better equipped to develop, manufacture and market technologically superior products. In addition, many of these competitors have significantly greater experience than we do in undertaking preclinical testing and human clinical studies of new pharmaceutical products and in obtaining regulatory approvals of human therapeutic products. Accordingly, our competitors may succeed in obtaining FDA approval for competing and possibly superior products. Furthermore, now that we have received FDA approval for BYDUREON, BYETTA and SYMLIN, we may also be competing against other companies with respect to our manufacturing and product distribution efficiency and sales and marketing capabilities, areas in which we have limited experience as an organization.

Our target patient population for BYETTA includes people with type 2 diabetes who have not achieved adequate glycemic control with diet and exercise or by using metformin, sulfonylurea and/or a TZD, three common oral therapies for type 2 diabetes, and insulin glargine. Our target population for BYDUREON includes people with type 2 diabetes who have not achieved adequate glycemic control with commonly prescribed oral diabetes therapies and our target population for SYMLIN includes people with either type 2 or type 1 diabetes whose therapy includes multiple mealtime insulin injections per day. Other products are currently in development or exist in the market that may compete directly with the products that we are developing or marketing. Various other products are available or in development to treat type 2 diabetes, including, for example:

• sulfonylureas;

• metformin;

• insulins, including injectable and inhaled versions;

• TZDs and other PPAR or non-PPAR insulin sensitizers;

• glinides;

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• DPP-IV inhibitors;

• incretin/GLP-1 receptor agonists;

• alpha-glucosidase inhibitors; and

• sodium-glucose transporter-2 (SGLT-2) inhibitors.

In addition, several companies are developing various approaches, including alternative delivery methods, to improve treatments for type 1 and type 2 diabetes. We cannot predict whether our products will have sufficient advantages to cause health care professionals to adopt them over other products or that our products will offer an economically feasible alternative to other products. Our products could become obsolete before we recover expenses incurred in developing these products.

Our business has a substantial risk of product liability claims, and insurance may not be adequate to cover these claims.

Our business exposes us to potential product liability risks that are inherent in the testing, manufacturing and marketing of human therapeutic products. As of March 31, 2012, we were involved in approximately 95 separate product liability cases, certain of which cases have been brought by individuals who allege they have used BYETTA and generally seek compensatory and punitive damages for alleged injuries, consisting primarily of pancreatitis and, in some cases, alleged wrongful death. We have also been notified of other claims of individuals who have not filed suit. We currently have limited product liability insurance coverage for existing claims and any future related claims and we expect to be largely self-insured for any future product liability risks that are not covered by existing insurance. Product liability claims could result in the imposition of substantial defense costs and liability on us, a recall of products, or a change in the indications for which they may be used. We cannot assure you that our insurance will provide adequate coverage against potential liabilities.

Delays in the conduct or completion of our clinical trials, the analysis of the data from our clinical trials or our manufacturing scale-up activities may result in delays in our planned filings for regulatory approvals of our products or delays in completion of post-marketing studies and requirements, and may adversely affect our ability to enter into new collaborative arrangements.

We cannot predict whether we will encounter problems with any of our completed, ongoing or planned clinical studies that will cause us to delay or suspend our ongoing and planned clinical studies, delay the analysis of data from our completed or ongoing clinical studies or perform additional clinical studies prior to receiving necessary regulatory approvals. We also cannot predict whether we will encounter delays or an inability to create manufacturing processes for drug candidates that allow us to produce drug product in sufficient quantities to be economical, otherwise known as manufacturing scale-up.

If the results of our ongoing or planned clinical studies for our drug candidates are not available when we expect or if we encounter any delay in the analysis of data from our clinical studies or if we encounter delays in our ability to scale-up our manufacturing processes:

• we may be unable to complete our development programs;

• we may have to delay or terminate our planned filings for regulatory approval;

• we may encounter delays in the completion of post-marketing requirements for our products;

• we may not have the financial resources to continue research and development of any of our drug candidates; and

• we may not be able to enter into, if we chose to do so, any additional collaborative arrangements.

Any of the following could delay the completion of our ongoing and planned clinical studies:

• ongoing discussions with the FDA or comparable foreign authorities regarding the scope or design of our clinical trials;

• delays in enrolling volunteers;

• lower than anticipated retention rate of volunteers in a clinical trial;

• negative results of clinical studies;

• insufficient supply or deficient quality of drug candidate materials or other materials necessary for the performance of clinical trials;

• our inability to reach agreement with any future collaboration partner(s) regarding the scope, design, conduct or costs of clinical trials outside the United States with respect to BYETTA, BYDUREON or an exenatide suspension formulation; or

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• serious side effects experienced by study participants relating to a drug candidate, or other clinical trial observations that may pose a potential safety concern.

We and Lilly terminated our exenatide development and commercialization collaboration in late 2011 whereupon we became solely responsible for the development and commercialization of our exenatide products within the United States. Accordingly, Lilly no longer shares exenatide development or commercialization costs and Lilly's sales force is no longer available for commercializing our exenatide products within the United States. We cannot assure you that our exenatide development and commercial efforts will produce the results we expect.

In November 2011, we and Lilly terminated our 10-year collaboration under which Lilly assisted us in the development, production and commercialization of our exenatide products and shared certain exenatide development, production and commercialization costs. Further, a significant number of Lilly's sales representatives were available for commercializing our exenatide products within the United States. As a result of the termination of our collaboration, we are now solely responsible for developing and commercializing exenatide within the United States. In addition, we will be responsible for many of the functions previously performed by Lilly during the course of our collaboration which we are in the process of transitioning from Lilly to us. While we believe we have an effective transition plan in place for assuming these responsibilities, our exenatide development, production and commercialization efforts may be impaired without the assistance or financial support of a collaboration partner. We cannot assure you that our efforts to transition Lilly's collaboration responsibilities will proceed according to plan. In addition, we have retained a contract sales force to extend the reach of our sales and marketing organization in order to maintain a comparable level of coverage previously provided by the Lilly field force. Although the new sales organization consists of sales professionals with experience in the pharmaceutical industry, including many with experience selling diabetes products, we cannot assure you that their sales efforts will be effective or produce the results we expect.

We are substantially dependent on our arrangement with Lilly and will be substantially dependent on any future exenatide collaboration partner(s) for the development and commercialization of our exenatide products outside the United States. We are also dependent and Alkermes' technology for the production of BYDUREON.

Upon termination of our collaboration with Lilly, we entered into an arrangement with Lilly, who currently markets its own diabetes therapies and is developing additional diabetes drug candidates, to commercialize BYDUREON and BYETTA outside the United States through a transition period until December 31, 2013 or at such later date if (i) mutually agreed by us and Lilly in the event such transition has not occurred by December 31, 2013 or (ii) in certain circumstances as set forth in our transition agreement with Lilly. We entered into this short-term arrangement with Lilly and currently seek to secure a new exenatide partner outside the United States in order to:

• fund some of our research and development activities;

• assist us in seeking and obtaining regulatory approvals; and

• assist us in the successful commercialization of BYDUREON, BYETTA and any other future exenatide products.

In general, we cannot control the amount and timing of resources that any collaboration partner(s) may devote to our collaboration. If our partners fail to assist in the further development of our exenatide products or the commercialization of BYDUREON or BYETTA, or if our partner's efforts are not effective, our business may be negatively affected. In the near-term, we are relying on Lilly, and will continue to rely on any future exenatide collaboration partner, to obtain regulatory approvals for and successfully commercialize BYETTA and BYDUREON outside the United States. Although we are currently in discussions with a number of potential partners, we cannot be certain that we will be able to secure a partner to develop and commercialize our exenatide products outside the United States on terms acceptable to us, or at all.

Our collaborations may not continue or result in additional successfully commercialized drugs. If any of our partners ceased funding and/or developing and commercializing BYETTA or BYDUREON, we would have to seek additional sources for funding and may have to delay, reduce or eliminate one or more of our commercialization and development programs for these products. If any of our partners do not successfully commercialize BYETTA or BYDUREON outside the United States, we may receive limited or no revenues from them. In addition, we are dependent on Alkermes' technology for manufacturing BYDUREON. If Alkermes' technology does not continue to effectively deliver exenatide in a sustained release formulation, or Alkermes does not devote sufficient resources to the collaboration, our efforts to produce sustained release formulations of exenatide could be curtailed.

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If our patents are determined to be unenforceable or if we are unable to obtain new patents based on current patent applications or for future inventions, we may not be able to prevent others from using our intellectual property. If we are unable to obtain licenses to third party patent rights for required technologies, we could be adversely affected.

We own or hold exclusive rights to many issued United States patents and pending United States patent applications related to the development and commercialization of exenatide, including BYETTA and BYDUREON, SYMLIN and our other drug candidates. These patents and applications cover composition-of-matter, medical indications, methods of use, formulations and other inventive results. We have issued and pending applications for formulations of BYETTA and BYDUREON, but we do not have a composition-of-matter patent covering exenatide. We also own or hold exclusive rights to various foreign patent applications that correspond to issued United States patents or pending United States patent applications.

Our success will depend in part on our ability to obtain patent protection for our products and drug candidates and technologies both in the United States and other countries. We cannot guarantee that any patents will issue from any pending or future patent applications owned by or licensed to us. Alternatively, a third party may successfully challenge or circumvent our patents. Our rights under any issued patents may not provide us with sufficient protection against competitive products or otherwise cover commercially valuable products or processes. For example, our SYMLIN, BYETTA and BYDUREON products are subject to the provisions of the Drug Price Competition and Patent Term Restoration Act of 1984, also known as the “Hatch-Waxman Act,” which provides data exclusivity for a certain period of time. Under the Hatch-Waxman Act, the data exclusivity period for SYMLIN and BYETTA expired in 2009 such that generic manufacturers can now file Abbreviated New Drug Applications, or ANDAs, requesting the FDA's approval of generic versions of previously-approved products. If an ANDA is filed for one of our approved products prior to expiration of the patents covering those products, it could result in our initiating patent infringement litigation to enforce our rights. We can provide no assurances that we would prevail in such an action or in any challenge related to our patent rights.

In addition, because patent applications in the United States are maintained, in general, in secrecy for 18 months after the filing of the applications, and publication of discoveries in the scientific or patent literature often lag behind actual discoveries, we cannot be sure that the inventors of subject matter covered by our patents and patent applications were the first to invent or the first to file patent applications for these inventions. Third parties have filed, and in the future are likely to file, patent applications on inventions similar to ours. From time-to-time we have participated in, and in the future are likely to participate in, interference proceedings declared by the United States Patent and Trademark Office to determine priority of invention, which could result in a loss of our patent position. We have also participated in, and in the future are likely to participate in, opposition proceedings against our patents in other jurisdictions, such as Europe and Australia. Furthermore, we may not have identified all United States and foreign patents that pose a risk of infringement.

We also rely upon licensing opportunities for some of our technologies. We cannot be certain that we will not lose our rights to certain patented technologies under existing licenses or that we will be able to obtain a license to any required third-party technology. If we lose our licensed technology rights or if we are not able to obtain a required license, we could be adversely affected.

We may be unable to obtain regulatory clearance and pricing approval to market our drug candidates in the United States or foreign countries on a timely basis, or at all.

Our drug candidates are subject to extensive government regulations related to development, clinical trials, manufacturing and commercialization. The process of obtaining FDA and other regulatory approvals is costly, time-consuming, uncertain and subject to unanticipated delays. Regulatory authorities may refuse to approve an application for approval of a drug candidate, such as metreleptin for the treatment of lipodystrophy, if they believe that applicable regulatory criteria are not satisfied. Regulatory authorities may also require additional testing for safety and efficacy. Moreover, if the FDA grants regulatory approval of a product, the approval may be limited to specific indications or limited with respect to its distribution, and expanded or additional indications for approved drugs may not be approved, which could limit our revenues. Foreign regulatory authorities may apply similar limitations or may refuse to grant any approval. Further, even if approval is granted, there can be no assurance that the regulatory authority will grant pricing approval for the drug. Unexpected changes to the FDA or foreign regulatory approval process could also delay or prevent the approval of our drug candidates.

The data collected from clinical trials and our other development activities may not be sufficient to support approval of our drug candidates or additional or expanded indications by the FDA or any foreign regulatory authorities. Biotechnology stock prices have declined significantly in certain instances where companies have failed to meet expectations with respect to FDA approval or the timing for FDA approval. If the FDA's or any foreign regulatory authority's response is delayed or not favorable for any of our drug candidates our stock price could decline significantly.

Moreover, manufacturing facilities operated by us or by the third-party manufacturers with whom we may contract to

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manufacture our unapproved drug candidates may not pass an FDA or other regulatory authority inspections. Any corrective actions we may need to take as a result of regulatory inspections could cause us or any of our business partners to delay marketing these drug candidates.

Consequently, even if we believe that preclinical and clinical data and our other development activities are sufficient to support regulatory approval for our drug candidates, the FDA and foreign regulatory authorities may not ultimately approve our drug candidates for commercial sale in any jurisdiction. If our drug candidates are not approved, our ability to generate revenues may be limited, our manufacturing facility could become impaired, and our business will be adversely affected.

Litigation regarding patents and other proprietary rights may be expensive, cause delays in bringing products to market and harm our ability to operate.

Our success will depend in part on our ability to operate without infringing the proprietary rights of third parties and preventing others from infringing our patents. Challenges by pharmaceutical companies against the patents of competitors are common. Legal standards relating to the validity of patents covering pharmaceutical and biotechnological inventions and the scope of claims made under these patents are still developing. As a result, our ability to obtain and enforce patents is uncertain and involves complex legal and factual questions. Third parties may challenge, in courts or through patent office proceedings, or infringe upon, existing or future patents. In the event that a third party challenges a patent, a court or patent office may invalidate the patent or determine that the patent is not enforceable. Proceedings involving our patents or patent applications or those of others could result in adverse decisions about:

• the patentability of our inventions, products and drug candidates; and/or

• the enforceability, validity or scope of protection offered by our patents.

The manufacture, use or sale of any of our products or drug candidates may infringe on the patent rights of others. If we are unable to avoid infringement of the patent rights of others, we may be required to seek a license, defend an infringement action or challenge the validity of the patents in court. Patent litigation is costly and time consuming. We may not have sufficient resources to bring these actions to a successful conclusion. In addition, if we do not obtain a license, develop or obtain non-infringing technology, fail to successfully defend an infringement action or have infringing patents declared invalid, we may:

• incur substantial monetary damages;

• encounter significant delays in bringing our drug candidates to market; and/or

• be precluded from participating in the manufacture, use or sale of our products or drug candidates or methods of treatment requiring licenses.

We are subject to “fraud and abuse” and similar laws and regulations, and a failure to comply with such regulations or prevail in any litigation related to noncompliance could harm our business.

We are subject to various health care “fraud and abuse” laws, such as the Federal False Claims Act, the federal anti-kickback statute and other state and federal laws and regulations. Pharmaceutical companies have faced lawsuits and investigations pertaining to violations of these laws and regulations. We cannot guarantee that measures that we have taken to prevent such violations, including our corporate compliance program, will protect us from future violations, lawsuits or investigations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.

Our financial results will fluctuate, and these fluctuations may cause our stock price to fall.

Forecasting our future revenues is difficult, especially since we launched our first products, BYETTA and SYMLIN, in 2005 and recently launched a third product, BYDUREON, for commercial sale in the United States in early 2012. The level of market acceptance of these novel products may change rapidly. In addition, our customer base is highly concentrated with four customers accounting for most of our net product sales. Fluctuations in the buying patterns of these customers, which may result from seasonality, wholesaler buying decisions or other factors outside of our control, could significantly affect the level of our net sales on a period to period basis. As a result, it is reasonably likely that our financial results will fluctuate to an extent that may not meet with market expectations and that also may adversely affect our stock price. There are a number of other factors that could cause our financial results to fluctuate unexpectedly, including:

• product sales;

• cost of product sales;

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• achievement and timing of research and development milestones;

• collaboration revenues;

• cost and timing of clinical trials, regulatory approvals and product launches;

• marketing and other expenses;

• manufacturing or supply issues; and

• potential acquisitions of businesses and technologies and our ability to successfully integrate any such acquisitions into our existing business.

We may require additional financing in the future, which may not be available to us on favorable terms, or at all.

We intend to use our available cash for:

• Commercialization of BYDUREON, BYETTA and SYMLIN, including activities associated with the commercial launch of BYDUREON in 2012;

• Satisfaction of our financial obligations to Lilly, including a $1.2 billion revenue sharing obligation;

• Establishment of additional manufacturing sources and maintenance of our Ohio manufacturing facility;

• Development of our pipeline candidates;

• Our other research and development activities;

• Other operating expenses;

• Potential acquisitions or investments in complementary technologies or businesses; and

• Other general corporate purposes.

We may also be required to use our cash to pay principal and interest on outstanding debt, including $575 million in outstanding principal amount of convertible senior notes due in 2014, referred to as the 2007 Notes, and $165 million of an unsecured loan from Lilly that is due in 2016, referred to as the Lilly Loan.

If we require additional financing in the future, we cannot assure you that it will be available to us on favorable terms, or at all. Although we have previously been successful in obtaining financing through our debt and equity securities offerings, there can be no assurance that we will be able to so in the future, especially given the current adverse economic and credit conditions.

Our investments in marketable debt securities are subject to credit and market risks that may adversely affect their fair value.

We maintain a portfolio of investments in marketable debt securities which are recorded at fair value. Although we have established investment guidelines relative to diversification and maturity with the objective of maintaining safety of principal and liquidity, credit rating agencies may reduce the credit rating of our individual holdings which could adversely affect their value. Lower credit quality and other market events, such as increases in interest rates, and further deterioration in the credit markets may have an adverse effect on the fair value of our investment holdings and cash position.

Our ability to enter into and maintain third-party relationships is important to our successful development and commercialization of BYDUREON, BYETTA, SYMLIN and our other drug candidates and to our potential profitability.

We have entered into an agreement with a contract sales force to expand the reach of our sales organization for marketing BYDUREON, BYETTA and SYMLIN within the United States. If we are successful in our efforts to secure one or more collaboration partners to develop and commercialize our exenatide products outside the United States, we will be substantially dependent on these partners for such activities relating to BYDUREON and BYETTA, and any other sustained-release formulations of exenatide, if approved. We believe that we will likely need to enter into marketing and distribution arrangements with third parties for, or find a corporate partner who can provide support for, the development and commercialization of SYMLIN or our other drug candidates outside the United States. We may also enter into arrangements with third parties for the commercialization of our other drug candidates within the United States.

We may not be able to enter into marketing and distribution arrangements or find a corporate partner for SYMLIN or our other drug candidates as we deem necessary. If we are not able to enter into a marketing or distribution arrangement or find a corporate partner who can provide support for commercialization of our drug candidates as we deem necessary, we may not be able to successfully perform these marketing or distribution activities. Moreover, any new marketer or distributor or corporate

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partner for our drug candidates with whom we choose to contract may not establish adequate sales and distribution capabilities or gain market acceptance for our products, if any.

We may be required to redeem our convertible senior notes upon a designated event.

Holders of the 2007 Notes may require us to redeem all or any portion of their notes upon the occurrence of certain designated events which generally involve a change in control of our company. We may not have sufficient cash funds to redeem the 2007 Notes upon a designated event. If we are prohibited from redeeming the 2007 Notes, we could seek consent from our lenders to redeem the 2007 Notes. If we are unable to obtain their consent, we could attempt to refinance the 2007 Notes. If we were unable to obtain a consent or refinance, we would be prohibited from redeeming the 2007 Notes. If we were unable to redeem the 2007 Notes upon a designated event, it would result in an event of default under the indentures governing the 2007 Notes. An event of default under the indentures could result in a further event of default under our other then-existing debt. In addition, the occurrence of a designated event may be an event of default under our other debt.

If our research and development programs fail to result in additional drug candidates, the growth of our business could be impaired.

Certain of our research and development programs for drug candidates are at an early stage and will require significant research, development, preclinical and clinical testing, manufacturing scale-up activities, regulatory approval and/or commitments of resources before commercialization. We cannot predict whether our research will lead to the discovery of any additional drug candidates that could generate additional revenues for us.

Our future success depends on our chief executive officer, and other key executives and our ability to attract, retain and motivate qualified personnel.

We are highly dependent on our chief executive officer, and the other principal members of our executive and scientific teams. The unexpected loss of the services of any of these persons might impede the achievement of our research, development and commercialization objectives. Recruiting and retaining qualified sales, marketing, regulatory, manufacturing, scientific and other personnel and consultants will also be critical to our success. We may not be able to attract and retain these personnel and consultants on acceptable terms given the competition between numerous pharmaceutical and biotechnology companies. We do not maintain “key person” insurance on any of our employees.

We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.

In order to protect our proprietary technology and processes, we rely in part on confidentiality agreements with our corporate partners, employees, consultants, manufacturers, outside scientific collaborators and sponsored researchers and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information.

Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Our research and development activities and planned manufacturing activities involve the use of hazardous materials, which subject us to regulation, related costs and delays and potential liabilities.

Our research and development and our planned manufacturing activities involve the controlled use of hazardous materials, chemicals and various radioactive compounds. Although we believe that our research and development safety procedures for handling and disposing of these materials comply with the standards prescribed by state and federal regulations, the risk of accidental contamination or injury from these materials cannot be eliminated. In addition, as part of the development of our planned manufacturing activities, we will need to develop additional safety procedures for the handling and disposing of hazardous materials. If an accident occurs, we could be held liable for resulting damages, which could be substantial. We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens and the handling of biohazardous materials. Additional federal, state and local laws and regulations affecting our operations may be adopted in the future. We may incur substantial costs to comply with, and substantial fines or penalties if we violate any of these laws or regulations.

We are exposed to potential risks from legislation requiring companies to evaluate internal control over financial reporting.

The Sarbanes-Oxley Act requires that we report annually on the effectiveness of our internal control over financial

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reporting. Among other things, we must perform systems and processes evaluation and testing. We must also conduct an assessment of our internal control to allow management to report on, and our independent registered public accounting firm to attest to, our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. In connection with our Section 404 compliance efforts, we have incurred or expended, and expect to continue to incur or expend, substantial accounting and other expenses and significant management time and resources. We have implemented certain remediation activities resulting from our ongoing assessment of internal control over financial reporting. Our future assessment, or the future assessments by our independent registered public accounting firm, may reveal material weaknesses in our internal control. If material weaknesses are identified in the future we would be required to conclude that our internal control over financial reporting is ineffective and we could be subject to sanctions or investigations by the Securities and Exchange Commission, the NASDAQ Stock Market or other regulatory authorities, which would require additional financial and management resources and could adversely affect the market price of our common stock.

We have implemented anti-takeover provisions that could discourage or prevent an acquisition of our company, even if the acquisition would be beneficial to our stockholders, and as a result our management may become entrenched and hard to replace.

Provisions in our certificate of incorporation and bylaws could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders. These provisions include:

• allowing our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors;

• allowing our board of directors to issue, without stockholder approval, up to 5.5 million shares of preferred stock with terms set by the board of directors;

• limiting the ability of holders of our outstanding common stock to call a special meeting of our stockholders; and

• preventing stockholders from taking actions by written consent and requiring all stockholder actions to be taken at a meeting of our stockholders.

Each of these provisions, as well as selected provisions of Delaware law, could discourage potential takeover attempts, could adversely affect the trading price of our securities and could cause our management to become entrenched and hard to replace. In addition to provisions in our charter documents and under Delaware law, an acquisition of our company could be made more difficult by our employee benefits plans and our employee change in control severance plan, under which, in connection with a change in control and termination of employment, stock options and other equity grants held by our employees may become vested and our officers may receive severance benefits. We also have implemented a stockholder rights plan, also called a poison pill, which could make it uneconomical for a third party to acquire us on a hostile basis.

Our executive officers, directors and major stockholders control approximately 35% of our common stock.

As of March 31, 2012, executive officers, directors and holders of approximately 5% or more of our outstanding common stock, in the aggregate, owned or controlled approximately 35% of our outstanding common stock. As a result, these stockholders are able to influence all matters requiring approval by our stockholders, including the election of directors and the approval of corporate transactions. This concentration of ownership may also delay, deter or prevent a change in control of our company and may make some transactions more difficult or impossible to complete without the support of these stockholders.

Substantial future sales of our common stock by us or our existing stockholders or the conversion of our convertible senior notes to common stock could cause the trading price of our common stock to fall.

Sales by us or our existing stockholders of a large number of shares of our common stock in the public market or the perception that additional sales could occur could cause the trading price of our common stock to drop. Likewise, the issuance of shares of common stock upon conversion of our convertible notes or redemption of our convertible notes upon a designated event, or upon additional convertible debt or equity financings or other share issuances by us, including shares issued in connection with potential future strategic alliances, could adversely affect the trading price of our common stock. Our convertible notes are currently convertible into a total of up to 9.4 million shares. In addition, the existence of these notes may encourage short selling of our common stock by market participants.

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Significant volatility in the market price for our common stock could expose us to litigation risk.

The market prices for securities of biopharmaceutical and biotechnology companies, including our common stock, have historically been highly volatile, and the market from time to time has experienced significant price and volume fluctuations that are unrelated to the quarterly operating performance of these biopharmaceutical and biotechnology companies. Since January 1, 2010, the high and low sales price of our common stock varied significantly, as shown in the following table:

	High		Low
Year ending December 31, 2012
Second Quarter (through April 26, 2012)	$	26.87	$	22.25
First Quarter	$	25.84	$	10.68
Year ending December 31, 2011
Fourth Quarter	$	12.23	$	8.03
Third Quarter	$	14.60	$	9.12
Second Quarter	$	14.28	$	11.00
First Quarter	$	16.65	$	10.25
Year ending December 31, 2010
Fourth Quarter	$	21.95	$	9.51
Third Quarter	$	22.09	$	17.81
Second Quarter	$	24.21	$	14.85
First Quarter	$	23.93	$	14.13

Given the uncertainty of our future funding, whether BYDUREON, BYETTA and SYMLIN will meet our expectations, and the regulatory approval of our other drug candidates, we may continue to experience volatility in our stock price for the foreseeable future. In addition, the following factors may significantly affect the market price of our common stock:

• our financial results and/or fluctuations in our financial results;

• our ability to satisfy our significant financial obligations to Lilly;

• safety issues with BYDUREON, BYETTA, SYMLIN or our product candidates;

• any requirement to restate financial results due to changing interpretation of the application of accounting principles that would have a significant effect on Amylin's reported results of operations and financial condition;

• progress or set-backs in our development programs, including clinical study results;

• determinations by regulatory authorities with respect to our drug candidates;

• developments in our relationships with current or future collaborative partners, including any partner for the development and commercialization of exenatide outside the United States;

• our ability to successfully execute our commercialization strategies;

• developments in our relationships with third-party manufacturers of our products and other parties who provide services to us;

• technological innovations or new commercial therapeutic products by us or our competitors;

• developments in patent or other proprietary rights; and

• governmental policy or regulation, including with respect to pricing and reimbursement.

Broad market and industry factors, including any speculation with respect to a potential corporate control or other strategic transaction, also may materially affect the market price of our common stock (either upward or downward), regardless of our actual operating performance. Periods of volatility in the market price of our common stock may expose us to securities class-action litigation, and we may be the target of such litigation as a result of market price volatility in the future.

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ITEM 6. Exhibits

The following exhibits are included as part of this report:

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation (filed as an exhibit to Registrant's registration statement on Form S-1 (File No. 333-44195) or amendments thereto and incorporated herein by reference)
3.2	Fourth Amended and Restated Bylaws (filed as an exhibit to Registrant's Current Report on Form 8-K filed on December 8, 2008 and incorporated herein by reference)
3.3	Certificate of Amendment of Amended and Restated Certificate of Incorporation (filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference)
3.4	Certificate of Amended and Restated Certificate of Incorporation (filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by reference)
4.1	Reference is made to Exhibits 3.1 - 3.4
4.2	Specimen Common Stock Certificate (filed as an exhibit to Registrant's registration statement on Form S-1 (File No. 333-44195) or amendments thereto and incorporated herein by reference)
4.3	Rights Agreement, dated as of June 17, 2002, between the Registrant and American Stock Transfer & Trust Company (filed as an exhibit to Registrant's Current Report on Form 8-K filed on June 18, 2002 and incorporated herein by reference)
4.4	First Amendment to Rights Agreement dated December 13, 2002, between the Registrant and American Stock Transfer & Trust Company (filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and incorporated herein by reference)
4.4	Form of Rights Certificate (filed as an exhibit to Registrant's Current Report on Form 8-K filed on June 18, 2002 and incorporated herein by reference)
4.5	Certificate of Designation of Series A Junior Participating Preferred Stock (filed as an exhibit to Registrant's Current Report on Form 8-K filed on June 18, 2002 and incorporated herein by reference)
4.6	Indenture, dated as of June 8, 2007, between Registrant and the Bank of New York Trust Company, N.A. (as Trustee) (filed as an exhibit to Registrant's Current Report on Form 8-K filed on June 8, 2007 and incorporated herein by reference)
4.7	Loan Agreement, dated October 16, 2008, between Registrant and Eli Lilly and Company (filed as an exhibit to Registrant's Annual Report on Form 10-K filed on February 27, 2009 and incorporated herein by reference)
4.8	Secured Promissory Note, dated November 7, 2011, from Registrant to Eli Lilly and Company (filed as an exhibit to Registrant's Annual Report on Form 10-K filed on February 22, 2012 and incorporated herein by reference)
4.9	Security Agreement, dated November 7, 2011, and First Amendment thereto, dated January 5, 2012, among Registrant, Registrant's wholly-owned subsidiary, Amylin Ohio LLC, other grantor parties thereto, and Eli Lilly and Company (filed as an exhibit to Registrant's Annual Report on Form 10-K filed on February 22, 2012 and incorporated herein by reference)*
4.10	Subsidiary Guarantee Agreement, dated November 7, 2011, by Registrant's wholly-owned subsidiary, Amylin Ohio LLC and each of the other parties thereto in favor of Eli Lilly and Company (filed as an exhibit to Registrant's Annual Report on Form 10-K filed on February 22, 2012 and incorporated herein by reference)
4.11	Amended and Restated Loan Agreement, dated November 7, 2011, between Registrant and Eli Lilly and Company (filed as an exhibit to Registrant's Annual Report on Form 10-K filed on February 22, 2012 and incorporated herein by reference)
4.12	Amended and Restated Promissory Note, dated November 7, 2011, from Registrant and Eli Lilly and Company (filed as an exhibit to Registrant's Annual Report filed on Form 10-K on February 22, 2012 and incorporated herein by reference)
10.1	Project Agreement, dated February 6, 2012, and Master Service Agreement, dated November 7, 2011, between Registrant and Ventiv Commercial Services, LLC*

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10.2	Second Amendment to Commercial Supply Agreement, dated January 1, 2012, between Registrant and Baxter Pharmaceuticals Solutions LLC.* (filed as an exhibit to Registrant's Annual Report filed on Form 10-K on February 22, 2012 and incorporated herein by reference)
31.1	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1	Certifications Pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial statements and footnotes from the Amylin Pharmaceuticals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Loss; (iv) Consolidated Statements of Cash Flows; and (v) the notes to the consolidated financial statements
_______

*Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Amylin Pharmaceuticals, Inc.
Date: May 7, 2012	By:	/S/    MARK G. FOLETTA
		Mark G. Foletta,
		Senior Vice President, Finance and Chief Financial Officer (on behalf of the registrant)

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EX-10.1

***Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

Exhibit 10.1

MASTER SERVICE AGREEMENT

This Master Service Agreement (this “Agreement”) made as of February 1, 2012 and effective as of November 7, 2011 (the “Effective Date”) by and between Ventiv Commercial Services, LLC, a New Jersey limited liability company with offices at 500 Atrium Drive, Somerset, New Jersey 08873 (“Ventiv”) and Amylin Pharmaceuticals, Inc., a Delaware corporation with offices at 9360 Towne Centre Drive, San Diego, CA 92121 (“Client”). Ventiv and Client may each be referred to herein as a “Party” and collectively, the “Parties”.

RECITALS

A. Ventiv offers a wide range of services and offerings to clients in the pharmaceutical and biotechnology arena.

B.Client hereby engages Ventiv, and Ventiv hereby accepts such engagement, to provide various types of services pursuant to the terms hereof and each separate project order (each a “Project Order”) to be executed by the Parties. Client and Ventiv shall enter into a Project Order for each program they wish to be governed by the terms and conditions of this Agreement.

1. Interpretation and Construction

(a)The Parties desire for the terms and conditions set forth in this Agreement to govern the relationship between the Parties. Unless otherwise specifically set forth in a Project Order, in the event of a conflict or inconsistency between the terms and conditions set forth in this Agreement and the terms and conditions set forth in a Project Order, the terms and conditions set forth in this Agreement shall take precedence, govern and control.

(b)The Parties hereby acknowledge that the terms set forth in this Agreement shall be incorporated by reference into each Project Order, as if fully set forth at length therein.

(c)The Parties acknowledge that in addition to Ventiv, certain of Ventiv's Affiliates may provide certain services to Client and may directly enter into a Project Order with Client, subject to Client's prior written consent, pursuant to which such Ventiv Affiliate shall provide certain services to Client, as set forth in detail in said executed Project Order. In such event, the Project Order shall confirm that this Agreement shall govern the relationship between Client and the particular Ventiv Affiliate, and such parties agree to be bound by the terms set forth herein. Client agrees that Ventiv acts solely on its own behalf and shall not be liable, or otherwise responsible, for the acts and/or omissions of any Ventiv Affiliate under any circumstances in connection with any Project Order that is not signed by Ventiv. Further, each Ventiv Affiliate acts solely on its own behalf and shall not be liable, or otherwise responsible, for the acts and/or omissions of Ventiv or any other Ventiv Affiliate under any circumstances in connection with this Agreement or any Project Order that is not signed by that Ventiv Affiliate. As set forth above, the term Affiliate means, with respect to any entity, any other entity directly or indirectly,

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through one or more intermediaries, controlling, controlled by or under common control with such entity. As used in this definition, the term “control” (including “controlled by” or “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, as trustee, by contract or otherwise. Should any Ventiv Affiliate become debarred, Ventiv will promptly notify Client of the debarment and such Ventiv Affiliate will no longer be permitted to provide Services under this Agreement.

2.The Services

(a) Client shall retain Ventiv to provide services as set forth in one or more Project Orders (hereinafter the “Services”).

(b)Client has no obligation to Ventiv for Services under this Agreement in the absence of an executed Project Order covering such Services.

3.Representations and Warranties of the Parties

(a)Ventiv represents, warrants and covenants that:

(i)it shall perform the Services in a professional, workmanlike manner and in accordance with those specifications which Ventiv and Client agree to (in writing), and any timelines agreed upon (in writing);

(ii)it shall maintain in full force and effect all necessary licenses, permits, approvals (or waivers) and authorizations required by law to carry out its obligations under this Agreement and any Project Order;

(iii)the execution, delivery and performance of this Agreement by Ventiv and the consummation of the transaction(s) contemplated hereby has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of Ventiv, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and by general principles of equity); and that this Agreement and performance hereunder does not violate or constitute a breach under any organizational document of Ventiv or any contract, other form of agreement, or judgment or order to which Ventiv is a party or by which it is bound;

(iv)the personnel assigned to perform Services rendered under this Agreement and any Project Order shall be capable professionally and duly qualified to perform the Services hereunder and in each Project Order;

(v)it is not a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and that during the Term of this Agreement, it will not enter into any agreement to provide services which would in any way prevent it from performing the Services under this Agreement; and

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(vii) the Services shall be provided in compliance with all statutes, federal and state applicable laws, ordinances, rules or regulations of any governmental or regulatory authority including (but not limited to) the OIG Compliance Program Guidance for Pharmaceutical Manufacturers, the PhRMA Code on Interactions with Healthcare Professionals, the Accreditation Council for Continuing Medical Education requirements for continuing medical education, the American Medical Association Ethical Guidelines on Gifts to Physicians from Industry, the Federal Food, Drug and Cosmetic Act (“FDCA”), the Medicare/Medicaid anti-kickback statute, the False Claims Act (“FCA”), the Prescription Drug Marketing Act (“PDMA”), the Health Insurance Portability and Accountability Act, and similar state laws, rules and regulations (collectively, “Applicable Law”).

(b) Client represents, warrants and covenants that:

(i)the execution, delivery and performance of this Agreement by Client and the consummation of the transaction(s) contemplated hereby has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of Client, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and by general principles of equity); and that this Agreement and performance hereunder does not violate or constitute a breach under any organizational document of Client or any contract, other form of agreement, or judgment or order to which Client is a party or by which it is bound;

(ii)Client shall apply the degree of skill and care necessary to provide Ventiv with the information and materials necessary for Ventiv to provide the Services and deliverables that will be of high quality, proper and sufficient for the purpose contemplated, and in accordance with the standards of care and diligence regularly practiced by pharmaceutical companies contracting to receive the same or similar services.

(iii)Client shall ensure all content (product or otherwise), materials, documentation and information provided by it to Ventiv are in compliance with all Applicable Law;

(iv)Client's trademarks are owned by or licensed to Client and its products are either owned by Client or Client has all lawful authority necessary to market and sell such products. Client represents and warrants that its trademarks, trade names and trade dress do not infringe on any intellectual property or product marketing rights of any other person or entity. Client further represents and warrants that the promotion of any Client product by Ventiv does not infringe on any intellectual property or product marketing rights of any other person or entity;

(v)it is not a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and any Project Order and that during the Term of this Agreement and any Project Order, it will not enter into any agreement which would in any way prevent or restrict Ventiv from performing the Services under an applicable this Agreement;

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(vi)it is solely responsible for reviewing and approving Client's product promotional materials and literature and for ensuring all such materials comply with Applicable Law; and

(vii)in connection with its obligations and responsibilities set forth in this Agreement and a Project Order, Client and its employees and agents shall comply with Applicable Law.

4.Ventiv Personnel/Service Providers

(a)Ventiv and its directors, officers, employees and any persons providing services under the Agreement and any Project Order shall not be considered employees of Client for any purpose whatsoever. Persons provided by Ventiv to perform Services shall not be deemed employees of Client. Neither this Agreement nor the Services to be rendered hereunder shall for any purpose whatsoever or in any way or manner create a partnership, agency, joint venture or employment relationship between Ventiv, its directors, officers, employees and any persons providing Services under the Agreement and Client. Client understands that Ventiv may utilize independent contractors in connection with its performance of the Services. Before allowing any independent contractor or employee to perform any part of the Services, Ventiv will enter into a binding written agreement with such independent contractor or employee that protects Client's rights and interests to at least the same degree as this Agreement, including, without limitation, Section 6 (Confidential Information) and Section 10 (Intellectual Property). Ventiv will at all times be responsible for ensuring its employees and independent contractors comply with the terms and conditions of this Agreement, and for ensuring that anyone providing the Services receives all required training.

(b)Ventiv is, and at all times shall remain, solely responsible for the human resource and performance management functions of all Ventiv personnel provided to perform the Services. Ventiv shall be solely responsible and liable for all employment-related decisions and actions, including, but not limited to, all disciplinary, probationary and termination actions taken by it, and for the formulation, content and dissemination of all employment policies and rules (including written disciplinary, probationary and termination policies) applicable to its employees, agents and independent contractors (individually, a “Ventiv Employee” and collectively, “Ventiv Employees”). Notwithstanding the foregoing, if any Ventiv Employee becomes debarred or violates Client's compliance requirements, Ventiv shall exclude such Ventiv Employee from continued performance of Services under this Agreement.

(c)Ventiv shall obtain and maintain worker's compensation insurance and other insurances required for Ventiv Employees performing the Services and acknowledges that Client does not, and shall not obtain or maintain such insurances, all of which shall be Ventiv's sole responsibility.

(d)Ventiv acknowledges and agrees that Ventiv Employees are not, and are not intended to be or to be treated as, employees of Client and that no such individual is, or is

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intended to be, eligible to participate in any benefits programs or in any Client “employee benefit plans” (as defined in Section 3(3) of ERISA) (“Client's Benefits Plan”).

(e) Except as otherwise set out in this Agreement or in a Project Order, Client shall have no responsibility to Ventiv or any Ventiv Employee for any compensation, expense reimbursements or benefits (including, without limitation, vacation and holiday remuneration, healthcare coverage or insurance, life insurance, pension, retirement or profit-sharing benefits and disability benefits), payroll-related or withholding taxes, or any governmental charges or benefits (including, without limitation, unemployment and disability insurance contributions or benefits and workers compensation contributions or benefits) that may be imposed upon or be related to the performance by Ventiv or its employees, agents or contractors of the obligations under this Agreement or any Project Order, all of which shall be the sole responsibility of Ventiv. To clarify, Client will not withhold any income tax or payroll tax of any kind on behalf of Ventiv.

(f) Limitations. Notwithstanding anything to the contrary in this Section 4, Ventiv shall have no obligation or responsibility for any damages, liability, loss and costs, including but not limited to attorneys fees (collectively, “Liability”) to the extent such Liability is attributed exclusively to either: (i) discriminatory or intentional acts of Client, its employees or agents; or (ii) any benefits payable under any Client Benefits Plan, and any other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements that may be sponsored at any time by Client that cause, or are either alleged to cause or interpreted by any court or regulatory authority to cause, any Ventiv employee to be reclassified as an employee of Client. In the event any Liability is alleged against Ventiv or its employees which is attributable exclusively to the discriminatory or intentional acts of Client, Client shall indemnify, defend, and hold harmless Ventiv and its directors, officers and employees subject to the provisions of Section 8 below.

5.Ventiv Compensation

(a)In consideration of the performance of the Services, Client shall pay Ventiv the fees, costs and expenses (collectively, the “Fees”) as set forth in each Project Order. Ventiv shall bill Client monthly in advance and invoices shall be sent by Ventiv to Client on a monthly basis for the Fees for Services.

(b)In addition to the Fees set forth in a Project Order, certain necessary and reasonable expenses will be charged to Client on a pass-through basis. These expenses will be billed to Client at actual cost incurred by Ventiv. Pass-through costs specific to a particular Service shall be set forth in the Project Order.

(c) Payments are due within thirty (30) days of Client's receipt of each applicable invoice from Ventiv.

(d)If Client is or should become subject to a federally mandated Corporate Integrity Agreement (CIA), and Ventiv is required to provide significant extra data, training, oversight or

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certifications, this shall be considered out of the scope of services being provided pursuant to a Project Order and the Parties will negotiate an additional fee, if warranted..

(e)In the event Client will be issuing purchase orders for payment of Ventiv invoices, Client shall issue such purchase orders in a timely manner in accordance with the terms and conditions set forth herein. The Parties understand and agree that all terms and conditions set forth in a purchase order are null and void, it being understood and agreed that this Agreement provides the terms and conditions governing the relationship between the Parties.

6.Confidentiality

(a) During the performance of the Services contemplated by this Agreement, each Party may learn confidential, proprietary, and/or trade secret information of the other Party (“Confidential Information”). The Party disclosing Confidential Information shall be referred to as the “Disclosing Party” and the Party receiving Confidential Information shall be referred to as the “Receiving Party.”

(b)Confidential Information means any information, unknown to the general public, which is disclosed or created by the Disclosing Party to the Receiving Party under this Agreement. Confidential Information includes, without limitation, the terms set forth in this Agreement, technical, trade secret, commercial and financial information about either Party's (i) research or development; (ii) marketing plans or techniques, contacts or customers; (iii) organization or operations; (iv) business development plans (i.e., licensing, supply, acquisitions, divestitures or combined marketing); (v) products, licenses, trademarks, patents, other types of intellectual property or any other contractual rights or interests (including without limitation processes, procedures and business practices involving trade secrets or special know-how), (vi) pricing and financial information, and (vii) in the case of Ventiv, the names and contact information (i.e. phone number, address and e-mail address) of the Ventiv Employees. The Receiving Party shall neither use nor disclose Confidential Information received from the Disclosing Party for any purpose other than as specifically allowed by this Agreement.

(c)Upon the expiration or termination of this Agreement, the Receiving Party shall return to the Disclosing Party all tangible forms of Confidential Information, including any and all copies and/or derivatives of Confidential Information made by either Party or their employees as well as any writings, drawings, specifications, manuals or other printed or electronically stored material based on or derived from, Confidential Information, except that Receiving Party may retain one (1) copy for monitoring ongoing obligations hereunder. Any material or media not subject to return must be destroyed. The Receiving Party shall not disclose to third parties any Confidential Information or any reports, recommendations, conclusions or other results of work under this Agreement without prior consent of an officer of the Disclosing Party. The obligations set forth in this Section 6, including the obligations of confidentiality and non-use shall be continuing and shall survive the expiration or termination of this Agreement and the Project Order and will continue for a period of three (3) years from the date of such expiration or termination.

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(d)The obligations of confidentiality and non-use set forth herein shall not apply to the following: (i) Confidential Information at or after such time that it is or becomes publicly available through no fault of the Receiving Party; (ii) Confidential Information that is already independently known to the Receiving Party as shown by prior written records; (iii) Confidential Information at or after such time that it is disclosed to the Receiving Party by a third party with the legal right to do so; and (iv) solely with respect to the specific relevant process, order or request, Confidential Information required to be disclosed pursuant to judicial process, court order or administrative request, provided that the Receiving Party shall so notify the Disclosing Party sufficiently prior to disclosing such Confidential Information as to permit the Disclosing Party to seek a protective order.

(e)Notwithstanding the foregoing, subject to the terms set forth in Section (f) below, the Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent such disclosure is required in the following situations:

(i) prosecuting or defending litigation;

(ii) complying with applicable laws and regulations;

(iii) disclosure to its Affiliates, employees, agents, and independent contractors, strictly on a need-to-know basis; and

(iv) disclosure of the material terms of this Agreement and the Parties' activities hereunder or under any Project Order to any bona fide potential or actual investor, investment banker, acquirer, merger partner, or other potential or actual strategic or financial partner, but excluding any entity which is at the time of such disclosure a direct competitor of CSO.

(f)In the event the Receiving Party desires to disclose Confidential Information pursuant to Section 6(e), the following conditions shall apply:

(i)In the event the proposed disclosure is pursuant to either Section 6(e)(i) or (ii), the Receiving Party shall provide the Disclosing Party with prompt written notice that it intends to make such disclosure in order that the Disclosing Party may take any appropriate steps either deems necessary to prevent or limit the extent of such disclosure.

(ii)In the event the proposed disclosure is pursuant to Section 6(e)(iii), the Receiving Party shall ensure that each disclosee is bound by written obligations of confidentiality and non-use at least as equivalent in scope as those set forth in this Section 6 prior to any such disclosure.

(iii)In the event the proposed disclosure is pursuant to Section 6(e)(iv), the Receiving Party shall ensure that each disclosee is bound by written obligations of confidentiality and non-use at least as equivalent in scope as those set forth in this Section 6 prior to any such disclosure.

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7.Restrictions on Solicitation

(a)Except as may otherwise be provided for in a Project Order, neither Party may solicit the employees of the other Party to become employees of the other Party during the Term of this Agreement and any Project Order and for a one (1) year period following the termination of both this Agreement and any Project Order. The provisions of this Section 7 shall not apply with respect to either Party's employees who seek employment from the other Party on their own initiative, such as, but not limited to, in response to a Party's general vacancy announcement or advertisement.

(b)Client agrees during the Term of this Agreement and for one (1) year thereafter not: (i) to provide any contact information (including name, address, phone number or e-mail address) of any Ventiv Employee to any third party which provides or proposes to provide Client with the same services being provided by Ventiv pursuant to a Project Order, or (ii) to assist actively in any other way such a third party in employing or retaining such Ventiv Employee.

8. Indemnification

(a)Ventiv shall indemnify and hold Client, its officers, directors, agents and employees harmless from and defend them against any and all third party liabilities, losses, proceedings, suits, actions, damages, claims or expenses of any kind, including court costs and reasonable attorneys' fees (collectively, “Losses”) which are caused by: (i) any negligent or willful acts or omissions by Ventiv, its agents, directors, officers, employees, independent contractors or Affiliates and (ii) any material breach of this Agreement or any Project Order by Ventiv, its agents, directors, officers, employees, independent contractors or Affiliates.

(b) Client shall indemnify and hold Ventiv, its officers, directors, agents, and employees harmless from and defend against any and all Losses which are caused by: (i) any negligent or willful acts or omissions by Client, its agents, directors, officers or employees, (ii) any material breach of this Agreement or any Project Order by Client, its agents, directors, officers or employees, and (iii) any product liability claim relating to any Client product, whether arising out of warranty, negligence, strict liability (including manufacturing, design, warning or instruction claims) or any other product based statutory claim.

(c) In case any action, proceeding or claim shall be brought against one of the parties hereto (an "Indemnified Party") based upon any of the above Claims and in respect of which indemnity may be sought against the other party hereto (the "Indemnifying Party") such Indemnified Party shall promptly notify the Indemnifying Party in writing. The failure by an Indemnified Party to notify the Indemnifying Party of such Claim shall not relieve the Indemnifying Party of responsibility under this Section, except to the extent such failure adversely prejudices the ability of the Indemnifying Party to defend such claim. The Indemnifying Party at its expense, with counsel of its own choice, shall defend against, negotiate, settle or otherwise deal with any such claim, provided that the Indemnifying Party shall not enter into any settlement or compromise of any claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party without the Indemnified Party's

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prior written consent. The Indemnified Party may participate in the defense of any claim with counsel of its own choice and at its own expense. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such claims. In the event that the Indemnifying Party does not undertake the defense, compromise or settlement of any claim, the Indemnified Party shall have the right to control the defense or settlement of such claim with counsel of its choosing.

(d)Client shall reimburse Ventiv for all reasonable actual out-of-pocket expenses incurred by Ventiv in connection with responses to subpoenas and other similar legal orders issued to Ventiv in respect to Client's product or the Services performed under this Agreement and the applicable Project Order. However, Client shall have no obligation to reimburse Ventiv for any such expenses (and to the extent paid by Client to Ventiv, shall be repaid by Ventiv to Client) arising out of, in connection with or otherwise relating to actions or omissions of Ventiv or its employees, officers, directors and/or affiliates that violate this Agreement or Applicable Law.

9.Limitation of Liability

Neither Party shall be liable to the other Party with respect to any subject matter of this Agreement or any Project Order under any contract, tort, negligence, strict liability, breach of warranty (express or implied) or other theory for any indirect, incidental, special, exemplary, punitive, exemplary or consequential damages, nor for any loss of revenues or loss of profits, even if advised of the possibility of such damages. For clarification, this limitation shall not apply to the parties indemnification obligations set forth in Section 8 above.

10. Intellectual Property; Ownership

(a)Except as set forth in Sections 10(b) below, all documents, materials, reports and deliverables provided by Ventiv to Client pursuant hereto whether or not patentable, copyrightable, or susceptible to any other form of legal protection which are made, conceived, reduced to practice or authored by Ventiv, or Ventiv's employees, representatives, Affiliates or agents (if any) as a result of the performance of Services, or which are derived from use or possession of Client's Confidential Information (collectively, the “Deliverables”) shall be the sole and exclusive property of Client. Each Deliverable constituting an original work shall be considered a work made for hire under applicable copyright laws. Subject to Section 10(b) below, Ventiv hereby assigns and agrees to assign to Client all right, title and interest in all worldwide intellectual property rights in the Deliverables, including without limitation, patents, copyrights, and trade secrets.

(b)Notwithstanding anything to the contrary set forth herein, to the extent any Deliverable or work made for hire include Ventiv's concepts, ideas, models, know-how, software, methodologies, technology, techniques, procedures, management tools, workshops, manuals, macros, data files, inventions, and other intellectual capital and property that Ventiv has developed, created or acquired prior to, in the course of, or independent of performing Services under this Agreement (the “Ventiv Materials”), Ventiv shall retain exclusive ownership

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in such Ventiv Materials. Ventiv hereby grants Client a non-exclusive, non-transferable, royalty-free right and license, for it to use the Ventiv Materials solely in connection with its use of the Deliverables created by Ventiv in connection with the Services.

11. Term

The Agreement shall be in effect as of the Effective Date and shall remain in effect until

December 31, 2013 (the “Term”). The Agreement shall auto-renew for one (1) year periods unless Client gives Ventiv written notice of non-renewal at least three (3) months prior to the termination date. No Project Order shall continue beyond the termination date of this Agreement. The original Term plus any one-year renewal periods shall collectively be known as the “Term.”

12.Termination

(a) This Agreement and any Project Order may be terminated by Ventiv or Client upon giving written notice as follows:

(i)    by Ventiv, if any undisputed payment to Ventiv by Client is not made when due and such payment is not made within thirty (30) days from the date of written notice from Ventiv to Client of such nonpayment;

(ii)by either Party, in the event that the other Party has committed a material breach of this Agreement and such breach has not been cured within thirty (30) days of receipt of written notice from the non-breaching Party of such breach (provided that, during the thirty (30) day cure period for termination due to breach, each Party will continue to perform its obligations under the Agreement);

(iii)by either Party, in the event the other Party is either debarred from federal contracting or is a “Sanctioned Entity”. For purposes hereof, a Sanctioned Entity is an entity that:

(A)Is currently under indictment or prosecution for, or has been convicted (as defined in 42 C.F.R. § 1001.2) of: (1) any offense related to the delivery of an item or service under the Medicare or Medicaid programs or any program funded under Title V or Title XX of the Social Security Act (the Maternal and Child Health Services Program or the Block grants to States for Social Services programs, respectively), (2) a criminal offense relating to neglect or abuse of patients in connection with the delivery of a health care item or service, (3) fraud, theft, embezzlement, or other financial misconduct in connection with the delivery of a health care item or service, (4) obstructing an investigation of any crime referred to in (1) through (3) above, or (5) unlawful manufacture, distribution, prescription, or dispensing of a controlled substance; or

(B)Has been required to pay any civil monetary penalty regarding

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false, fraudulent, or impermissible claims under, or payments to induce a reduction or limitation of health care services to beneficiaries of, any state or federal health care program; or

(C)Has been excluded from participation in the Medicare, Medicaid, or Maternal and Child Health Services (Title V) program, or any program funded under the Block Grants to States for Social Services (Title II) program;

(iv)by either Party, in the event that the other Party has become insolvent or has been dissolved or liquidated, filed or has filed against it, a petition in bankruptcy and such petition is not dismissed within thirty (30) days of the filing, makes a general assignment for the benefit of creditors; or has a receiver appointed for a substantial portion of its assets; or

(v)By Client, without cause, with at least thirty (30) days prior written notice.

(b) Upon the effective date of such termination, the parties shall have no further obligation to each other (other than those set forth in Sections 6, 7, 8, 9, 10 and 13), except that Client shall pay the amounts set forth or provided for in any Project Order through the actual date of termination.

13.Venue and Jurisdiction

This Agreement shall be construed according to the laws of the State of Delaware (without reference to any principles regarding conflicts of law).

14.Miscellaneous

(a)Each Party undertakes to maintain appropriate insurance or self-insurance in commercially reasonable amounts with financially capable carriers, including in the case of Client, product liability insurance. The insurance requirements can be satisfied through a combination of primary and excess policies. Each Party shall name the other Party as an additional insured on all liability insurance coverage. In addition, upon written request, each Party will provide the other with evidence of coverage complying with this Section. Ventiv will provide Client with a certificate of insurance annually on the anniversary of the Effective Date and “Amylin Pharmaceuticals, Inc.” shall be listed as the certificate holder.

(b)Neither Ventiv nor Client may assign or transfer this Agreement or any Project Order or any of its rights, duties or obligations hereunder without the other Party's prior written consent; provided, however, that either Ventiv or Client may assign or transfer its rights, duties and obligations as part of an acquisition or purchase of Ventiv or Client, without the prior written consent of the other Party when: (i) such assignment is to a successor-in-interest to all or substantially all of the ownerships interest or business assets of such Party whether in a merger, sale of stock, sale of assets or other similar transaction; and (ii) the successor is a financially capable business entity (as determined in good faith, or where available, by means of publicly reported financials). Any permitted successor or assignee of this Agreement and the rights and/or obligations hereunder, will in writing (satisfactory in form and substance) to the other Party and will expressly assume this Agreement and any existing Project Order and the rights

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and obligations hereunder. If such a writing is not received, any proposed assignment or transfer need not be recognized and shall be null and void.

(c)This Agreement supersedes all prior arrangements and understandings between Parties related to the subject matter hereof.

(d)Noncompliance with the obligations of this Agreement due to a state of force majeure, the laws or regulations of any government, regulatory or judicial authority, war, civil commotion, destruction of facilities and materials, fire, flood, earthquake or storm, shortage of materials, failure of public utilities or common carriers, and any other similar causes beyond the reasonable control of the applicable Party, shall not constitute a breach of contract.

(e)If any provision of this Agreement is finally declared or found to be illegal or unenforceable by a court of competent jurisdiction, both Parties shall be relieved of all obligations arising under such provision, but, if capable of performance, the remainder of this Agreement shall not be affected by such declaration or finding.

(f)This Agreement, together with each applicable Project Order (including any attachments or exhibits hereunder or thereunder), contains all of the terms and conditions of the agreement between the Parties and constitutes the complete understanding of the Parties with respect thereto. No modification, extension or release from any provision hereof shall be affected by mutual agreement, acknowledgment, acceptance of contract documents, or otherwise, unless the same shall be in writing signed by the other Party and specifically described as an amendment or extension of this Agreement.

(g)The form and content of any public announcement to be made by one Party regarding this Agreement, or the subject matter contained herein, shall be subject to the prior written consent of the other Party (which consent may not be unreasonably withheld), except as may be required by applicable law, in which event the other Party shall endeavor to give the other Party reasonable advance notice and review of any such disclosure. Notwithstanding the above, either Party may, in connection with its general marketing materials and without the consent of the other Party, list the name of the other Party in a non-descriptive fashion, in a list of the names of other similarly situated third parties that such Party does business with.

(h)This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document.

(i)Any notices required or permitted under this Agreement shall be by electronic mail, facsimile, overnight carrier or first class, certified mail to:

To Client: Address: Amylin Pharmaceuticals, Inc. To Ventiv Address: Ventiv Commercial Services, LLC

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9360 Towne Centre Drive San Diego, CA 92121	500 Atrium Drive Somerset, NJ 08873
Attention:       Vince Mihalik,       SVP and Chief Commercial Officer       Fax: 858-822-7080	Attention:Paul Mignon, President, Selling Solutions Fax: 732-537-4912
Copy To: General Counsel Amylin Pharmaceuticals, Inc. 9360 Towne Centre Drive San Diego, CA 92121 Fax: 858-552-1936	Copy To: General Counsel, Commercial inVentiv Health, Inc. 500 Atrium Dr. Somerset, NJ 08873 Fax 732-584-0923

or to such other address or to such other person as may be designated by written notice given from time to time during the Term of this Agreement by one Party to the other.

(j)Each of the Parties shall do, execute and perform and shall procure to be done and perform all such further acts deeds documents and things as the other Party may reasonably require from time to time to give full effect to the terms of this Agreement.

(k)Except as otherwise expressly provided in this Agreement, each Party shall pay its own expenses and costs incidental to the preparation of this Agreement and to the consummation of the transactions contemplated by this Agreement or each Project Order.

WHEREFORE, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of February 1, 2012.

Amylin Pharmaceuticals, Inc. Ventiv Commercial Services, LLC

By :/s/ Vincent P. MihalikBy :/s/ Michael P. Ryan

Name :Vincent P. MihalikName :Michael P. Ryan

Title :Chief Commericial OfficerTitle :CFO

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***Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

Exhibit 10.1

PROJECT ORDER

(DETAILING)

This Project Agreement made as of February 6, 2012 and effective as of November 7, 2011 (the “Effective Date”) by and between VENTIV COMMERCIAL SERVICES, LLC, a New Jersey limited liability company with offices at 500 Atrium Drive, Somerset, New Jersey 08873 (“inVentiv”) and AMYLIN PHARMACEUTICALS, INC., a Delaware company with offices at 9360 Towne Centre Drive, San Diego, CA 92121 (“Client”). inVentiv and Client may each be referred to herein as a “Party” and collectively, the “Parties”.

RECITALS

A.Client and inVentiv have entered into a Master Service Agreement dated as of February 1, 2012 and effective as of November 7, 2011 (the “MSA”).

B.Client and inVentiv desire to enter into this Project Order pursuant to which inVentiv shall provide a field force of inVentiv sales representatives to provide detailing services as set forth more fully in Exhibit A attached hereto.

1. Interpretation and Construction

(a)The Parties confirm that the MSA shall govern the relationship between the Parties. Unless otherwise specifically set forth herein, in the event of a conflict or inconsistency between the terms and conditions set forth in the MSA and the terms and conditions set forth in this Project Order, the terms and conditions set forth in the MSA shall take precedence, govern and control.

(b)The Parties hereby acknowledge that the terms set forth in the MSA are incorporated herein by reference, as if fully set forth at length therein.

(c)Capitalized terms not defined in this Project Order shall have the meaning assigned to them in the MSA.

2.Services

A detailed description of the services (the “Services”) are set forth on Exhibit A attached hereto and made a part hereof.

3.Term

This Project Order shall be in effect as of the Effective Date (as defined above) and shall remain in effect until the termination of the MSA. The period from the Hire Date (as defined in Exhibit A) until February 5, 2013 shall be referred to herein as “Year One” and the period from February 6, 2013 until December 31, 2013 shall be referred to herein as “Year Two”.

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4.Termination

(a)Either Party may terminate this Project Order in accordance with Section 12 of the MSA.

(b)Client may terminate this Project Order without cause by providing inVentiv with at least sixty (60) days prior written notice. Should Client terminate pursuant to this Section 4(b) before the first anniversary of the Deployment Date (as defined in Exhibit A), Client shall pay inVentiv early termination fees set forth in Exhibit B. In the event of such termination, and so long as all appropriate close out activities are properly completed, inVentiv may remove some of the Project Team from the provision of the Services during the 60 day notice period.

(c)Client may, upon [***]([***]) days written notice, terminate this Project Order if (i) Client's Product, Bydureon, is not approved by the federal Food and Drug Administration (FDA) by January 28, 2012, or (ii) Client's product, Bydureon, is removed from the market during the Term due to safety concerns.

(d)In the event that this Project Order expires or terminates prior to expiration, or if Client conducts a Conversion pursuant to Section 5 of this Project Order, Client shall (in addition to all other non-cancellable payment obligations under this Project Order) promptly pay (or if paid by inVentiv, promptly reimburse inVentiv) the amount due any lessor or rental agent of the equipment leased or owned by inVentiv and provided exclusively to inVentiv's employees (i.e., laptop computers and fleet automobiles (collectively, the “Equipment”)), for any early termination of the lease or rental agreement. inVentiv shall make a good faith effort to mitigate Client's liability for such amount due by attempting to reassign the Equipment for use in connection with services being provided by inVentiv to a third party; however, inVentiv makes no guaranty with respect to its ability to mitigate such Client liability. In addition, Client may elect to either: (i) in the event the Equipment is owned by inVentiv, transfer the Equipment and pay an amount equal to the net book value (if any) of the Equipment on the books of inVentiv at the time of the transfer event, or in the event the Equipment is subject to a lease or finance lease, the Equipment may be transferred to Client (subject to the last sentence of this Section 4 (c)) and Client shall assume the responsibility for all further payments due (including costs associated with the transfer), or (ii) pay inVentiv the net loss to inVentiv on such Equipment determined by the difference between the net book value of such Equipment and the actual net price received by inVentiv for the disposal of such Equipment, plus any amounts due by inVentiv in connection with the lease or rental termination and costs associated with the disposal of said Equipment. Any proposed transfer of Equipment shall be subject to Client establishing its own relationship and credit with the entity that inVentiv contracted with to lease or rent such Equipment.

5.Conversion (Selective Hiring and Block Conversion)

(a)Notwithstanding Section 7 of the MSA, during the Term and after the Deployment Date, Client may solicit, employ or retain one or more inVentiv Sales Representatives performing Services hereunder (a “Selective Hiring”). Client shall give [***] ([***]) days prior written notice to inVentiv of any Selective Hiring. Should there be Selective Hiring by Client, inVentiv will backfill the respective position so as to maintain the previously

2 ***Confidential Treatment Requested

agreed upon number of inVentiv Sales Representatives performing Services hereunder. In the event Client wishes to implement a Selective Hiring during the Term (as defined in the MSA), Client shall pay inVentiv $[***] recruitment fee for each replacement/backfill inVentiv Sales Representative.

(b)Notwithstanding Section 7 of the MSA, Client may solicit, employ or retain one or more inVentiv Sales Representatives performing Services hereunder and inVentiv shall not backfill the respective position (a “Block Conversion”) provided that: (i) such hiring may not occur prior to the first anniversary of the Deployment Date and (ii) Client provides at least [***] ([***]) days prior written notice to inVentiv of any Block Conversion. In the event Client wishes to implement a Block Conversion, Client shall pay inVentiv a Conversion fee based upon the date of the actual Block Conversion, in accordance with the following:

	Year One	First 6 months of Year Two	Second 6 months of Year Two	After Year Two
inVentiv Sales Representative Conversion Fee	No conversion permitted	$[***]	$[***]	$[***]

(c)Client understands and agrees that inVentiv cannot guarantee that any Sales Representative will agree to participate in a Selective Hiring or Block Conversion.

(d)In the event Client implements a Selective Hiring or BlockConversion, the Parties agree that any and all inVentiv proprietary training materials made available to the inVentiv Sales Representatives will be immediately returned to inVentiv, it being understood and agreed that the inVentiv proprietary training modules constitutes valuable and proprietary information of inVentiv and is subject to the confidentiality obligations set forth in Section 6 of the MSA. Within five (5) days of implementing a Selective Hiring or BlockConversion, Client shall return to inVentiv any originals and copies of the inVentiv proprietary training modules which had been in possession of the converted inVentiv Sales Representatives.

(e)In the event of a Block Conversion, the parties will discuss in good faith the effects of such on any applicable performance metrics.

6.Staffing

Other than due to a Selective Hiring or Block Conversion, inVentiv shall provide a [***] to Client. inVentiv agrees to fill such vacancies on an average of [***] ([***) business days. [***] If inVentiv fails to backfill a vacancy within [***] ([***]) business days, Client will be credited [***] dollars ($[***]), the average day's cost for a sales representative, for every working day thereafter until the vacancy is filled.

3 ***Confidential Treatment Requested

7.Fees

Set forth on Exhibit B are the costs and fees to be paid by Client to inVentiv for the performance of the Services.

WHEREFORE, the parties hereto have caused this Project Order to be executed by their duly authorized representatives as of February 6, 2012.

AMYLIN PHARMACEUTICALS, INC. VENTIV COMMERCIAL SERVICES, LLC

By:/s/ Vincent P. MihalikBy: /s/ Michael P. Ryan

Name: Vincent P. MihalikName: Michael P. Ryan

Title: Chief Commercial OfficerTitle: CFO

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EXHIBIT A

THE DETAILING SERVICES

Ventiv will provide Client with a field force that shall consist of three hundred and ninety (390) full-time sales representatives (the “Ventiv Sales Representatives” or “Sales Representatives”), 325 of whom shall be deployed in support of Bydureon and 65 of whom shall be deployed in support of Symlin, who shall detail Client's Products (as defined below) by making Calls pursuant to a Call Plan on Targets. The inVentiv Sales Representatives shall be managed by thirty-six (36) Associate Directors (30 for Bydureon and 6 for Symlin), one National Business Director (with support from an on-site Project Liaison on-site at Client, and at no cost to Client, and appropriate project management support (collectively, the “Management Team” and the Management Team with the inVentiv Sales Representatives, the “Project Team”), all of whom shall be inVentiv employees.

In connection with the promotion of Client's Product, inVentiv shall provide the Client with following services set forth in this Exhibit A (collectively, the “Services”).

I.DEFINITIONS

(a)“Call” means the activity undertaken by an inVentiv Sales Representative to detail the Products, further described as a face-to-face presentation by an inVentiv Sales Representative to a Target and will include providing the Target with Product Literature and Product samples (as directed by Client). Sampling of the Product by inVentiv Sales Representatives shall be conducted in accordance with Appendix 2 attached hereto.

(b)“Call Plan” means a plan designed and maintained by Client which is intended to enhance the efficiency and effectiveness of the inVentiv Sales Representatives in making Calls.

(c)“Hire Date” means the date of the hiring of the majority of the Sales Representatives. Unless otherwise agreed by the parties, the Hire Date shall be on or about February 6, 2012.

(d)    “Deployment Date” means the date of the first calls by inVentiv Sales Representatives. Unless otherwise agreed by the parties, the Deployment Date shall be on or about February 27, 2012.

(e)    “Product” or “Products” means Bydureon, Byetta and Symlin.

(f)    “Product Literature” shall mean promotional, informative and other written information (including but not limited to Product inserts) concerning the Product. All Product Literature shall be prepared and provided by Client. The inVentiv Sales Representatives shall utilize the Product Literature when making Calls.

(g)    “Reports” means those periodic reports set forth on Appendix 1 attached hereto which shall be provided by inVentiv to Client.

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(h)    “Targets” means the licensed practitioners who are identified by Client as potential prescription writers and/or customers for the Product as provided by Client to inVentiv.

II.HIRE STATUS, TRAINING AND MEETINGS

(a)Ventiv will recruit and hire three hundred and ninety (390) full-time inVentiv Sales Representatives and provide them with salary, benefits, fleet automobiles and laptop computers (including sales force automation software), and possible bonus. inVentiv shall further recruit and hire thirty-six (36) Associate Directors and shall provide them with target salary, benefits, fleet automobiles and laptop computers (including sales force automation software), and possible bonus. inVentiv shall also recruit and hire one National Business Director, one Project Liaison (on-site at Client and at no cost to Client) and appropriate project management supportand shall provide them with target salary, benefits, fleet automobiles and laptop computers (including sales force automation software), and possible bonus.

(b)Training - The training responsibilities of the Parties are as follows:

(i) inVentiv shall be responsible for training members of the Project Team concerning: inVentiv human resource policies, procedures and administration and other applicable inVentiv internal human resource and general compliance policies and procedures.

(ii)Client shall be responsible for training members of the Project Team concerning selling skills, all Product specific information including Product complaint handling procedures, applicable specific Client health care compliance policies and Client customer service policies and procedures, orientation to Client's business, compliance with Applicable Law, and adverse event reporting policies and procedures. The Parties agree to work together to mutually determine if, when, and at what cost additional training shall be provided to members of the Project Team.

(c)All expenses associated with POA meetings and national training meetings shall be paid for by Client as a pass-through expense or direct billed to Client.

III.PERFORMANCE

(a)If Client believes in good faith that the performance of any inVentiv Sales Representative is unsatisfactory or is not in compliance with the provisions of this Project Order, Client shall notify inVentiv and inVentiv shall promptly address the performance or conduct of such person in accordance with its internal human resource policies. In the event that Client determines in good faith that an inVentiv Sales Representative has violated any Applicable Law, regulation or policy, Client shall notify inVentiv. inVentiv shall promptly address the issue and take reasonable and appropriate action (including but not limited to termination of such employee). No such action shall be contrary to inVentiv's internal human resource policies and procedures. If any inVentiv Project Team member becomes debarred or violates Client's compliance requirements, inVentiv shall exclude such inVentiv Project Team member from continued performance of Services under this Project Order.

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(b)    Client, at its own expense, shall have the right at all reasonable times during normal business hours and upon at least thirty (30) days advance notice, to audit, examine and make copies of or extracts from the books of account and records maintained by inVentiv with respect to the billing of Client by inVentiv and the performance of the Services provided to ensure compliance with this Agreement, Client's policies and procedures, and applicable laws and regulations. Client shall be permitted to conduct such audits with its own internal resources or with a third party accounting/auditing firm, solely at Client's election. inVentiv will retain all supporting documentation under this Agreement for a period of three (3) years following the termination of this Agreement. Additionally, upon at least three (3) days advance notice to inVentiv, Client may perform in-person audits (i.e., “ride-alongs”) with inVentiv Sales Representatives, as deemed necessary by Client. inVentiv will provide the Sales Representatives with twenty-four (24) hour notice of such an in-person audit.

IVCALLS AND TARGETS

The inVentiv Sales Representatives shall provide Product Literature and Product samples when making Calls as directed by Client. Client is solely responsible for the content, production and distribution (to the inVentiv Sales Representatives) of the Product Literature and Product samples in compliance with Applicable Law. Each inVentiv Sales Representative shall record information concerning each Call, including but not limited to distribution of Product Literature and Product samples, and concerning the profile of each individual Target (or other physician called upon) on whom the inVentiv Sales Representative calls.

V. INCENTIVE COMPENSATION PLAN FOR inVENTIV SALES REPRESENTATIVES

(a)Client shall design, program, implement and maintain an incentive compensation plan (the “IC Plan”) for Client's Sales Representatives. Client will share that IC Plan with inVentiv. inVentiv shall implement and maintain an IC Plan for its Sales Representatives and Associate Directors. Client shall approve the total potential payout amount under the inVentiv IC Plan and shall provide inVentiv with the necessary data to determine payouts under such IC Plan.

(b)At least [***] ([***]) days prior to the expected payment under the inVentiv IC plan, inVentiv shall invoice Client for the estimated amount of the expected payment (the “IC Pre-bill”). No payments will be made to the Project Team until the IC Pre-bill has been paid by Client. The actual IC Plan payment shall be reconciled against the IC Pre-bill for such payment and an appropriate credit or debit shall be added to the next regular invoice.

VI.THE PRODUCT

The Products shall be promoted by inVentiv under trademarks owned by or licensed to Client and are Products which Client has all lawful authority necessary to market and sell in all geographic areas where the Product is to be promoted under this Project Order. This Project Order does not constitute a grant to inVentiv of any property right or interest in the Products or the trademarks owned by or licensed to Client. inVentiv recognizes the validity of and the title of Client to all its owned or licensed trademarks, trade names and trade dress in any country in

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connection with the Products, whether registered or not. Client represents to inVentiv that neither those trademarks, trade names and trade dress nor the promotion of the Products by inVentiv infringes on any intellectual property right of any other person or entity.

VII.CLIENT RESPONSIBILITIES

Client, or Client through its vendors, is responsible for:

(i) Identification and validation of Targets in each territory,

(ii) Establishment and maintenance of the Call Plan for use by the inVentiv Sales Representatives in providing the Services,

(iii) Production and distribution of all Product Literature and Product samples in compliance with Applicable Law,

(iv)Reviewing and approving all Product Literature and ensuring all such materials comply with Applicable Law,

(v)Timely responding to any inquiry concerning the Product from any Target,

(vi)Informing inVentiv promptly of any changes to the Product Literature which Client or FDA believes are necessary or appropriate in order to be in compliance with all Applicable Law, and

(vii)Obtaining third party data and other data necessary for calculating bonus payments pursuant to the agreed upon bonus plan.

(viii)Provide all equipment required for proper sample handling and storage.

VIII.Background Checks

inVentiv shall be responsible for performing drug testing and background checks of all Sales Representative candidates. inVentiv represents and warrants that it will complete or cause to be completed a thorough background check of all Sales Representative candidates. This will include the following: Criminal Check, Social Security Check, Drug Screen, Motor Vehicle Record Check, Education Check, and Past Employer Check. inVentiv further represents and warrants that it will perform or cause to be performed background checks to confirm that no Sales Representative:

(a)is an excluded person on the Office of Inspector General's List of Excluded Individuals/Entities and is not on the General Services Administration Excluded Parties List (as of the date the background check is performed);

(b)is, so far as it is aware, an unfit or an improper individual for the performance of the Services;

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(c)is, so far as it is aware, engaged in any fraudulent or unlawful activity, or other inappropriate conduct as measured by the other requirements of this Project Order.

inVentiv shall institute prompt corrective or disciplinary action against any inVentiv Sales Representative who fails to meet the requirements set forth in this Exhibit A. inVentiv further agrees to cooperate and comply with all investigations by or on behalf of Client with respect to wrongdoing, or alleged or suspected wrongdoing, in respect of any obligations of inVentiv or any inVentiv Sales Representative under this Project Order.

IX.CALL REPORTING

Should Client request any reports from inVentiv, inVentiv and Client shall negotiate and agree upon fees for such reports.

X.REPRESENTATIONS AND UNDERTAKINGS

(a)inVentiv represents that:

(i)it, as well as the inVentiv Sales Representatives, shall perform the Services in a professional, workmanlike manner consistent with industry standards and in conformance with that level of care and skill ordinarily exercised by other competent professional contract service organizations in similar circumstances and in accordance with those specifications and timelines which inVentiv and Client agree to (in writing) and which are not otherwise set forth herein or in the MSA. inVentiv shall ensure that its employees or agents complete the Services in a timely manner and in accordance with the terms of this Project Order;

(ii)the inVentiv Sales Representatives shall not add, delete or modify claims of efficacy or safety of the Products, nor make any changes (including but not limited to, underlining or otherwise highlighting any language or adding any notes thereto) in the Product Literature. inVentiv shall only use and shall permit the inVentiv Sales Representatives to only use the Product Literature provided by Client. inVentiv and the inVentiv Sales Representatives shall not develop, create, or use any other promotional material or literature or alter Product Literature provided by Client. inVentiv shall immediately cease the use of any Product Literature when instructed to do so (in writing) by Client. inVentiv shall use the Product Literature only for the purposes set forth in this Project Order;

(iii)it shall not, and shall ensure that all Sales Representatives shall not, directly or indirectly, pay, offer or authorize payment of anything of value (either in the form of compensation, gift, contribution or otherwise) to any person or entity in a position to order or purchase the Products contrary to any law;

(iv)it shall not, and shall ensure that all Sales Representatives shall not, directly or indirectly, make any representations or warranties relating to the Products that conflict or are inconsistent with FDA approved labeling for the Products;

(v)it shall ensure that each Sales Representative shall promote, market and

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sell the Products in accordance with all Applicable Laws; and

(vi)it shall ensure that all Project Team members sign the inVentiv Employment Agreement, attached hereto as Appendix 3, within five (5) business days of acceptance of inVentiv's offer of employment.

(b)Client represents that:

(i)it recognizes that for inVentiv to comply with its obligations hereunder, inVentiv shall need the good faith cooperation of Client to provide inVentiv with the necessary materials and assistance required to enable inVentiv to perform the Services;

(ii)the Services being provided by inVentiv are in furtherance of Client's program of marketing and promoting the Products and as such, Client is responsible for ensuring, that the Client's program being implemented by inVentiv pursuant to the terms hereof (but not the implementation thereof by inVentiv), is in compliance with Applicable Law;

(iii)it shall ensure that none of its employees add, delete or modify claims of efficacy or safety of the Products, nor makes any changes (including but not limited to, underlining or otherwise highlighting any language or adding any notes thereto) in the Product Literature, during the training on the Products or during any communications with inVentiv employees unless such training materials approved by Client contain such highlighting;

(iv)it shall ensure that none of its employees working with the Project Team or in connection with the Services, directly or indirectly instructs any inVentiv employee to pay, offer or authorize payment of anything of value (either in the form of compensation, gift, contribution or otherwise) to any person or entity in a position to order, recommend or purchase the Products contrary to any law;

(v)neither it nor any of its employees directly or indirectly instruct any inVentiv employee to make any representations or warranties relating to the Products that conflict, or are inconsistent with any Applicable Law or FDA approved labeling for the Products; and

(vi)it shall ensure that Clients' Product Literature complies with all Applicable Law; and

(vii)it shall inform inVentiv promptly of any changes which Client believes are necessary or appropriate in the Product Literature or information concerning the Products in order to be in compliance with all Applicable Law.

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EXHIBIT B

COMPENSATION - FIXED FEES, PASS-THROUGH COSTS AND BILLING TERMS

I.FIXED FEES

[***]

II.PASS-THROUGH COSTS

[***]

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III.PERFORMANCE METRICS

[*** ]

IV.EARLY TERMINATION FEE

[***]

12 ***Confidential Treatment Requested

V.INVOICES; BILLING TERMS

[***]

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APPENDIX 1

2012 PERFORMANCE METRICS

[***]

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APPENDIX 2

SAMPLING OF PRODUCTS TO TARGETS

General

inVentiv shall cause the inVentiv Sales Representatives to distribute samples of Products to [***] as part of the detailing activity of the inVentiv Sales Representatives, under a sampling program (the “Sampling Program”) in accordance with the terms of the Agreement. Any Sampling Program will be reviewed with and approved (in writing) by Client prior to implementation it being understood that any Sampling Program shall be Client's program and shall comply in all respect with all Laws. The program shall be implemented by inVentiv and inVentiv Sales Representatives in a manner that complies in all respects with all Laws. The Parties agree that Product samples shall not be considered an item of value.

In connection with the foregoing, Client expressly authorizes inVentiv to distribute the Product samples during the Term (or any Additional Term) of this Agreement.

If the Sampling Program to which this Exhibit is attached provides for the distribution of samples by Client directly to the inVentiv Sales Representatives, Client shall be responsible for [***]. Client shall nonetheless [***] of the Products. Furthermore, Client shall at all times [***] of the Products.

Responsibility for Sample Distribution and Storage

inVentiv Sales Representatives shall be accountable for samples received by inVentiv Sales Representatives (including any storage of samples by individual inVentiv Sales Representatives).

[***]

Sample Accountability Records

inVentiv shall utilize Client's security and audit program managed by Client's vendor, [***], that includes allowance for [***] consistent with the PDMA and applicable regulations of the federal Food and Drug Administration (“FDA”).

Written Accountability Policies

inVentiv will utilize Client's written policies, provide instruction and testing concerning those policies and (with the cooperation of Client) gather all required information concerning Sample Accountability issues to assure that inVentiv is in compliance with the requirements of

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the regulations of the FDA covering the sampling services (if any) provided by inVentiv. Those written policies and procedures will address: [***]. Those written policies and procedures shall be provided to and accepted in writing by inVentiv. Client shall provide inVentiv with a written copy of Client's written policies and procedures.

Audit Services

inVentiv will utilize Client's audit procedures, random selection audits, operational guidelines, proposed timelines and checklists to allow testing and demonstration of PDMA compliance. These procedures will include [***]. The on-site inventory of the samples in the possession of an inVentiv Sales Representative and related interview of that inVentiv Sales Representative (with accompanying reconciliation services and report) shall constitute a “physical audit.” A physical audit, as requested by Client, shall be conducted with respect to inVentiv Sales Representatives with appropriate subsequent reconciliation of samples provided to that inVentiv Sales Representative. In addition to any other physical audits, performed by either Client or inVentiv, required by the PDMA and/or regulations thereunder and/or by the applicable written policies and procedures for the sample accountability program, a physical audit shall be conducted on each inVentiv Sales Representative upon termination of employment by Client's vendor, [***]. Random signature audits will be performed by Client's vendor, [***], and the results reported to Client. Client will share such results with inVentiv.

Shipment of Samples

If Client is shipping samples directly to the inVentiv Sales Representatives, Client shall be responsible for those shipments, including using appropriate delivery verification system and confirmation documentation. Under any Sampling Program, Client shall provide inVentiv with a written description of that delivery verification system and copies of the conformation documentation forms. Client shall provide inVentiv with all PDMA-related information concerning shipped samples as required by FDA regulations, i.e., including lot numbers. This information may be delivered either electronically or on paper but in either case within 24 hours of the shipment of the samples. Client shall also provide all information reasonably necessary to allow inVentiv to verify the receipt of shipped samples.

inVentiv will ensure they receive a copy of all documents confirming shipments of samples to the Sales Representatives, whether by inVentiv, a warehouse or Client. inVentiv will, in all cases, reconcile the receipt of samples by each inVentiv Sales Representative with the samples shipped to that Sales Representative, based upon the shipping records provided to it and acknowledged of delivery provided by the Sales Representatives. All discrepancies between the sample shipping records (whether by inVentiv, warehouse or Client and the acknowledgment of delivery by the Sales Representatives shall be identified by inVentiv and reported to Client within [***] of discovery. All loss of samples or potential loss of samples shall be investigated by

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[***]. To the extent either party uses a third party vendor to provide any shipping and/or delivery verification services, that party shall insure that the third party vendor is compliant with all applicable federal and state laws, including the PDMA and the regulations of the FDA.

Returns

Client shall be responsible for confirming all returns of samples by inVentiv or the inVentiv Sales Representatives. Client will provide inVentiv with written confirmation of sample returns promptly after receipt by Client of the returned sample. The Parties recognize that inVentiv will reconcile sample data and account for samples based (in part) on the return confirmations provided by Client. Client shall not remove, destroy or otherwise impair the availability of the returned samples until either inVentiv confirms the return of samples in the quantities reported by the inVentiv Sales Representative or, if inVentiv has not begun such confirmation after the passage of [***] days following notice to inVentiv.

Access to Records

inVentiv shall provide Client access in [***] hours.

Notification of Client; of FDA

[***].

Recalls

inVentiv shall maintain such traceability records at the product code level on samples of the Products as may be necessary to permit a recall or field correction of the Product. The decision to conduct and the right to control a recall shall be solely Clients. inVentiv shall cooperate fully with Client in connection with any recall efforts affecting the Products.

Accountability Training

The Parties recognize that a Sampling Program will require incremental training in sample accountability. inVentiv, with the assistance of Client, will provide, as part of the training, all inVentiv Sales Representatives with training which addresses sampling matters. inVentiv will consult with Client to assure that the inVentiv Sales Representatives will use detail bags and report forms which are acceptable to Client. Should inVentiv and/or Client determine that follow-on training is necessary in the future, [***] will be responsible for the reasonable costs associated with such follow-on training.

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APPENDIX 3

inVENTIV EMPLOYEE AGREEMENT

I understand that I have been assigned to provide services for Amylin Pharmaceuticals, Inc. (“Amylin”). This agreement is to confirm that although I am being assigned to provide services for Amylin, I will only be an employee of Ventiv Commercial Services, LLC (“inVentiv”), and that I shall not be considered an employee of Amylin for any purpose whatsoever. Specifically, I understand and agree to the following:

1.I understand and agree that I am employed by inVentiv, and that all of my compensation and benefits as an employee will be received from inVentiv, not from Amylin.

2.I understand and agree that I will not be considered an employee of Amylin, regardless of any contrary statement, conduct or belief by any Amylin representative.

3.I understand and agree that I am not eligible to receive any compensation whatsoever from Amylin. Rather, all compensation I receive will be received from my employer, inVentiv.

4.    I understand and agree that I will not be eligible to participate in or to receive any benefits from Amylin's benefit plans or policies, including, but not limited to, Amylin's health and welfare plans, retirement plans, stock option plans, or any other benefit plans maintained by Amylin. I waive and reject all rights to receive, apply for, or participate in any of Amylin's benefit plans or policies.

5.    I understand and agree that because I am not an employee of Amylin, I will not be covered by Amylin's workers' compensation insurance, unemployment insurance or any other statutory plans provided for the benefit of employees of an employer. I understand and agree that in the event I have a work-related injury, such injury should immediately be reported to my employer inVentiv, not to Amylin.

6.    During my employment with inVentiv, I will be exposed to confidential and proprietary information and trade secrets of Amylin (“Confidential Information”). This Confidential Information includes, but is not limited to, Amylin's customer or employee lists, operational procedures, marketing and sales strategies and practices, pricing information, customer and prospect needs and preferences information, and employee training information and practices. I agree that all of Amylin's Confidential Information, whether originals, copies or in electronic media or other form, is the exclusive property of Amylin. Without Amylin's written permission, I will not publish, use, copy, retain possession of or disclose (directly or indirectly) in any way to anyone any Confidential Information. I will not improperly make use of Amylin's Confidential Information, both during my employment with inVentiv and at any time after my employment with inVentiv. Upon completion of any assignment and/or termination of my providing service to Amylin, I will return to Amylin all of its Confidential Information and property.

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7.    I understand and agree that all communication and information systems belonging to Amylin (such as email, internet, intranet, voicemail, fax machines and the like) are for business purposes only, and that I have no right of privacy when using these systems of Amylin. Amylin may access these systems at any time without notice to me. I understand and agree that use of Amylin's communication and information systems in an offensive manner (including sexually explicit words or images, racial epithets or demeaning words or images that may be considered to be offensive to others) is prohibited.

8.        In the event I believe I am being treated improperly or unlawfully by an Amylin employee or representative, or in the event any Amylin employee or representative asks me to engage in behavior which I believe is unlawful, or if I observe an Amylin employee or representative engaging in conduct which I believe is unlawful, I will immediately report such conduct through one of the reporting channels available to me as an employee of inVentiv, such as my supervisor, my supervisor's management, Human Resources or inVentiv's Advice Line

Employee name

(Please Print)

Employee signature

Date

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Mark G. Foletta, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Amylin Pharmaceuticals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2012

By:	/S/    MARK G. FOLETTA
	Senior Vice President, Finance and Chief Financial Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Daniel M. Bradbury, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Amylin Pharmaceuticals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or those performing similar functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2012

By:	/S/    DANIEL M. BRADBURY
	President and Chief Executive Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350, as adopted), Daniel M. Bradbury, the President and Chief Executive Officer of Amylin Pharmaceuticals, Inc. (the “Company”), and Mark G. Foletta, the Senior Vice President, Finance and Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.

Dated: May 7, 2012

/S/    DANIEL M. BRADBURY	/S/     MARK G. FOLETTA
Daniel M. Bradbury	Mark G. Foletta
President and Chief Executive Officer	Senior Vice President, Finance and Chief Financial Officer

XML

Inventories (Schedule Of Inventories) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Product Information [Line Items]
Raw materials	$ 95,934	$ 74,793
Work-in-process	29,657	30,155
Finished goods	9,916	7,011
Inventory, Gross, Total	$ 135,507	$ 111,959

XML

Commitments And Contingencies Line of Credit Facility Table (Details) (Line of Credit [Member], USD $) In Millions, unless otherwise specified	Mar. 31, 2012
Line of Credit [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 10.7
Line of Credit Facility, Amount Outstanding	$ 10.5

XML

Indebtedness Indebtedness (Summary Of Principal Amount Of Liability Component, Unamoritized Disount And Net Carrying Amount Of Convertible Senior notes) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Net carrying amount	$ 503,274	$ 496,037
Non-current portion	503,274	496,037
Two Thousand Seven Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	575,000	575,000
Unamortized debt discount	(71,726)	(78,963)
Total convertible senior notes, net	503,274	496,037
Less current portion	0	0
Non-current portion	$ 503,274	$ 496,037

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Interest And Other Expense, Net (Schedule Of Interest And Other Expense, Net) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Interest And Other Expense, Net [Abstract]
Interest and other income	$ 447	$ 303
Interest and other expense	(45,154)	(8,548)
Total interest and other expense, net	$ (44,707)	$ (8,245)

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Indebtedness Indebtedness (Summary Of Principal Amount Of Liability Component (Including Accrued Interest), Unamoritized Disount And Net Carrying Amount Of RSO) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Promissory note related to revenue sharing obligation, net of current portion	$ 947,092	$ 924,306
Promissory Note Related To Revenue Sharing Obligation Due On December Thirty One Two Thousand Thirty Six [Member]
Principal amount, including accrued interest	1,230,632	1,209,109
Unamortized debt discount	(215,236)	(221,251)
Net carrying amount	1,015,396	987,858
Less current portion	(68,304)	(63,552)
Promissory note related to revenue sharing obligation, net of current portion	$ 947,092	$ 924,306

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Summary Of Significant Accounting Policies (Schedule Of Estimated Stock-Based Compensation) (Details) (USD $) Share data in Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012 Y	Mar. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	0.6
Stock-based compensation	$ 9,158,000	$ 7,917,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	52,200,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	2.6
Selling, general and Administrative Expense [Member]
Summary Of Significant Accounting Policies [Line Items]
Stock-based compensation	6,302,000	5,539,000
Research and Development Expense [Member]
Summary Of Significant Accounting Policies [Line Items]
Stock-based compensation	$ 2,856,000	$ 2,378,000

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Litigation Product Liability Litigation (Details) (Byetta [Member], Pending or Threatened Litigation [Member])	3 Months Ended
	Mar. 31, 2012
Byetta [Member] | Pending or Threatened Litigation [Member]
Loss Contingencies [Line Items]
Loss Contingency, Pending Claims, Number	95
Number of plaintiffs in separate liability cases	526
Loss Contingency, Claims Settled and Dismissed, Number	70

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Collaborative Agreements (Tables)

3 Months Ended

Mar. 31, 2012

Takeda Agreement [Member]

Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]

Schedule Of Activity Related To Collaboration

The following is a summary of activity related to the Takeda Agreement and the location in the consolidated statements of operations (in thousands):

		Three Months Ended
Activity	Classification within Consolidated Statements of  Operations	March 31, 2012		March 31, 2011
Amortization of up-front payments	Revenues under collaborative agreements	$	1,875	$	1,875
Cost-sharing payments due from Takeda for shared development expenses	Reduction of research and development expense	$	758	$	5,018

Lilly Collaboration [Member]

Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]

Schedule Of Activity Related To Collaboration

The following is a summary of activity related to our collaboration with Lilly and the location in the consolidated statements of operations (in thousands):

	Classification within Consolidated Statements of Operations	Three Months Ended
Activity		March 31, 2012		March 31, 2011
Gross margin sharing	Collaborative profit sharing	$	—	$	59,851
Development expense cost-sharing payments received from Lilly for BYETTA and BYDUREON development expense	Reduction of research and development expense	$	—	$	17,346
Cost-sharing payments due from Lilly for shared sales force expenses, marketing expenses and other commercial or operational support	Reduction of selling, general and administrative expense	$	—	$	3,337

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Indebtedness (Notes Payable) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			3 Months Ended
	Mar. 31, 2012 Lilly Loan [Member]	Jun. 30, 2011 Lilly Loan [Member]	Oct. 31, 2008 Lilly Loan [Member]	Mar. 31, 2012 Lilly Loan Amendment [Member]	Dec. 31, 2011 Lilly Loan Amendment [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 165.0
Amount withdrawn from loan agreement facility		165
Debt Instrument, Interest Rate, Stated Percentage	5.51%			5.51%
Debt Instrument, Maturity Date	May 23, 2014			Jun. 30, 2016
Debt Instrument, Unamortized Discount (Premium), Net				$ 9.4	$ 9.9

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Collaborative Agreements (Narrative) (Details) (USD $)	3 Months Ended			3 Months Ended		3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Mar. 31, 2012 Takeda Agreement [Member]	Mar. 31, 2012 Alkermes Agreement [Member]	Mar. 31, 2012 The Lilly Agreement [Member]	Mar. 31, 2012 The Lilly Agreement [Member] European Union Launch Of BYDUREON [Member]	Mar. 31, 2012 Takeda Agreement [Member] Y	Oct. 31, 2009 Takeda Agreement [Member]
Collaborative Agreements [Line Items]
Milestone Payment					$ 7,000,000
Percentage of shared Exenatide global development and commercialization expenses (US and outside US)						47.00%	53.00%
Collaborative profit-sharing	0	59,851,000
Lilly percentage of Exenatide global development and commercialization expenses (foreign)						100.00%
Upfront payment received									75,000,000
Estimated development period, years								10
Deferred collaborative revenue				56,900,000
Deferred revenue, net of current portion	$ 49,375,000		$ 51,250,000	$ 49,400,000

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Short-term Investments (Schedule Of Gross Unrealized Losses And Fair Value Of Investments) (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2012		Dec. 31, 2011
Schedule of Available-for-sale Securities [Line Items]
Fair Value, Less than 12 Months	$ 72,484,000
Unrealized Losses, Less than 12 Months	(56,000)
Fair Value, 12 Months or Greater	1,855,000
Unrealized Losses, 12 Months or Greater	(8,000)
Fair Value, Total	74,339,000
Available-for-Sale Securities, Gross Unrealized Losses	(64,000)	[1]	(67,000)	[1]
Unrealized loss on securities	100,000		100,000
US Government-sponsored Enterprises Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value, Less than 12 Months	19,960,000
Unrealized Losses, Less than 12 Months	(18,000)
Fair Value, 12 Months or Greater	1,855,000
Unrealized Losses, 12 Months or Greater	(8,000)
Fair Value, Total	21,815,000
Available-for-Sale Securities, Gross Unrealized Losses	(26,000)	[1]	(45,000)	[1]
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value, Less than 12 Months	52,524,000
Unrealized Losses, Less than 12 Months	(38,000)
Fair Value, 12 Months or Greater	0
Unrealized Losses, 12 Months or Greater	0
Fair Value, Total	52,524,000
Available-for-Sale Securities, Gross Unrealized Losses	$ (38,000)	[1]	$ (22,000)	[1]

[1] he unrealized gains on investments in available-for-sale securities, net of tax effects were $0.7 million and $0.5 million at March 31, 2012 and December 31, 2011, respectively. Additionally, other comprehensive loss included unrealized losses, net of tax effects of $0.7 million and $1.8 million, on investments underlying our 2001 Non-Qualified Deferred Compensation Plan at March 31, 2012 and December 31, 2011, respectively.

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Stockholders' Equity (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended
	Feb. 29, 2012 FourZeroOneKPlanMember [Member]	Mar. 31, 2012 Employee Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased	$ 15.53	$ 16.02
Stock Issued During Period, Shares, New Issues	0.2	0.8

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Indebtedness (Promissory Note Related To Revenue Sharing Obligation) (Details) (USD $)	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Promissory note related to revenue sharing obligation, net of current portion	$ 947,092,000	$ 924,306,000
Percentage of milestone payments equal to obligated payments on RSO	20.00%
Number of consecutive years products would need to be withdrawn for safety or efficacy reasons to fully discharge Revenue Sharing Obligation	4
Amount To Be Paid Is Greater Of [Member]
Percent of net sales which equal to quarterly payments on Revenue Sharing Obligation	15.00%
Percentage of 80% of product forecast	15.00%
Percentage of product forecast	80.00%
Minimum Payment [Member]
Revenue Sharing Obligation payments in December 31, 2012	61,300,000
Revenue Sharing Obligation payments in December 31, 2013	86,500,000
Promissory Note Related To Revenue Sharing Obligation Due On December Thirty One Two Thousand Thirty Six [Member]
Debt Instrument, Face Amount	1,200,000,000
Long-term Debt, Gross	1,230,632,000	1,209,109,000
Unamortized debt discount	215,236,000	221,251,000
Net carrying amount	1,015,396,000	987,858,000
Less current portion	(68,304,000)	(63,552,000)
Promissory note related to revenue sharing obligation, net of current portion	$ 947,092,000	$ 924,306,000
Quarterly interest rate on Revenue Sharing Obligation	2.295%
Annual effective rate on Revenue Sharing Obligation	9.50%
Debt discount amortization, effective interest rate	14.40%
Debt Instrument, Maturity Date	Dec. 31, 2036

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Inventories

3 Months Ended

Mar. 31, 2012

Inventory Disclosure [Abstract]

Inventory Disclosure

Inventories, net

Inventories are stated at the lower of cost or market (net realizable value) and net of a valuation allowance for potential excess or obsolete material of $0.2 million at March 31, 2012. There was no valuation allowance as of December 31, 2011. Cost is determined by the first-in, first-out method.

Raw materials consist of bulk drug material for BYETTA, SYMLIN and BYDUREON. Work-in-process inventories consist of in-process vials for BYDUREON, in-process BYETTA cartridges and in-process SYMLIN cartridges. Finished goods inventories consist of BYDUREON, BYETTA and SYMLIN drug product in disposable delivery systems.

We expense costs relating to the purchase and production of pre-approval inventories as research and development expense in the period incurred until such time as we believe future commercialization is probable and future economic benefit is expected to be realized.

Inventories, net consist of the following (in thousands):

	March 31, 2012		December 31, 2011
Raw materials	$	95,934	$	74,793
Work-in-process	29,657		30,155
Finished goods	9,916		7,011
	$	135,507	$	111,959

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Collaborative Agreements (Schedule Of Activity Related To Collaboration) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Collaborative Agreements [Line Items]
Collaborative profit-sharing	$ 0	$ 59,851
Gross Margin Cost Sharing [Member] | Lilly [Member]
Collaborative Agreements [Line Items]
Collaborative profit-sharing	0	59,851
Cost Sharing Payments Due From Takeda For Shared Development Expenses Member | Takeda Agreement [Member]
Collaborative Agreements [Line Items]
Reduction of research and development expense	758	5,018
Cost Sharing Payments Due To Lilly For Shared Sales Force Expenses Marketing Expenses And Other Commercial Or Operational Support [Member] | Lilly [Member]
Collaborative Agreements [Line Items]
Increase to selling, general and administrative expense	0	3,337
Development Expense Cost Sharing Payments Received From Lilly For Byetta And Bydureon Development Expense [Member] | Lilly [Member]
Collaborative Agreements [Line Items]
Reduction of research and development expense	0	17,346
Amortization Of Up Front Payments [Member] | Takeda Agreement [Member]
Collaborative Agreements [Line Items]
Collaborative profit-sharing	$ 1,875	$ 1,875

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Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) In Millions, unless otherwise specified			3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 The Lilly Agreement [Member]
Summary Of Significant Accounting Policies [Line Items]
Percentage of operating profit shared			50.00%
Allowance for doubtful accounts	$ 0.7	$ 2.1

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Interest And Other Expense, Net (Tables)

3 Months Ended

Mar. 31, 2012

Interest And Other Expense, Net [Abstract]

Schedule Of Interest And Other Expense, Net

For the three months endedMarch 31, 2012 and 2011, interest and other expense, net is comprised of the following (in thousands):

	Three months ended, March 31,
	2012			2011
Interest and other income	$	447		$	303
Interest and other expense	(45,154		)	(8,548		)
Total interest and other expense, net	$	(44,707	)	$	(8,245	)

Schedule Of Interest Expense Capitalized Associated With Construction In Progress

The following table summarizes the interest expense we capitalized associated with construction in progress for the three months endedMarch 31, 2012 and 2011 (in thousands):

	Three months ended, March 31,
	2012		2011
Coupon interest expense	$	4,318	$	1,796
Non-cash interest from debt discount	2,852		2,648
Total capitalized interest	$	7,170	$	4,444

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Interest And Other Expense, Net (Schedule Of Interest Expense Capitalized Associated With Construction In Progress) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Interest And Other Expense, Net [Abstract]
Coupon interest expense	$ 4,318	$ 1,796
Non-cash interest from debt discount	2,852	2,648
Total capitalized interest	$ 7,170	$ 4,444

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Restructuring (Summary Of Activity In Restructuring Liability) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Restructuring Cost and Reserve [Line Items]
Restructuring	$ 151	$ 2,858
Balance, beginning	32,282
Accruals	151
Payments	(4,866)
Accretion of sub-lease expense	738
Balance, ending	28,305
Employee Separation Costs [Member]
Restructuring Cost and Reserve [Line Items]
Balance, beginning	2,145
Accruals	0
Payments	(2,032)
Accretion of sub-lease expense	0
Balance, ending	113
Facilities Related Charges [Member]
Restructuring Cost and Reserve [Line Items]
Balance, beginning	30,137
Accruals	151
Payments	(2,834)
Accretion of sub-lease expense	738
Balance, ending	$ 28,192

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Summary Of Significant Accounting Policies (Schedule Of Assets And Liabilities Measured At Fair Value On Recurring Basis) (Details) (USD $)	3 Months Ended
	Mar. 31, 2012		Dec. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
Number Of Transfers Between Fair Value Measurement Levels	0
ASSETS
Restricted cash	$ 10,673,000		$ 10,519,000
LIABILITIES
Loss Protection Liability Carried At Fair Value	37,283,000		0
Loss Contingency Accrual , Product Liability, Gross	60,000,000
Fair Value, Measurements, Recurring [Member]
ASSETS
Cash and cash equivalents	73,401,000		99,859,000
Short-term investments	231,225,000		104,206,000
Restricted cash	10,673,000		10,519,000
Deferred compensation plan assets	9,745,000		8,192,000
Embedded derivative	2,441,000	[1]	7,690,000	[1]
Assets, fair value	327,485,000		230,466,000
LIABILITIES
Deferred compensation plan liabilities	9,745,000		8,192,000
Loss Protection Liability Carried At Fair Value	50,366,000	[2]	46,419,000	[2]
Liabilities, fair value	60,111,000		54,611,000
Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
ASSETS
Cash and cash equivalents	12,983,000		61,850,000	[3]
Short-term investments	3,000,000		0	[3]
Restricted cash	10,673,000		10,519,000	[3]
Deferred compensation plan assets	2,143,000		990,000	[3]
Embedded derivative	0	[1]	0	[1],[3]
Assets, fair value	28,799,000		73,359,000	[3]
LIABILITIES
Deferred compensation plan liabilities	2,143,000		990,000	[3]
Loss Protection Liability Carried At Fair Value	0	[2]	0	[2],[3]
Liabilities, fair value	2,143,000		990,000	[3]
Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
ASSETS
Cash and cash equivalents	60,418,000		38,009,000	[3]
Short-term investments	228,225,000		104,206,000	[3]
Restricted cash	0		0	[3]
Deferred compensation plan assets	7,602,000		7,202,000	[3]
Embedded derivative	0	[1]	0	[1],[3]
Assets, fair value	296,245,000		149,417,000	[3]
LIABILITIES
Deferred compensation plan liabilities	7,602,000		7,202,000	[3]
Loss Protection Liability Carried At Fair Value	0	[2]	0	[2],[3]
Liabilities, fair value	7,602,000		7,202,000	[3]
Level 3 [Member]
ASSETS
Embedded derivative	2,441,000		7,691,000
LIABILITIES
Loss Protection Liability Carried At Fair Value	50,366,000		46,419,000
Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
ASSETS
Cash and cash equivalents	0		0
Short-term investments	0		0
Restricted cash	0		0
Deferred compensation plan assets	0		0
Embedded derivative	2,441,000	[1]	7,691,000	[1]
Assets, fair value	2,441,000		7,691,000
LIABILITIES
Deferred compensation plan liabilities	0		0
Loss Protection Liability Carried At Fair Value	50,366,000	[2]	46,419,000	[2]
Liabilities, fair value	50,366,000		46,419,000
Bydureon Member | Level 3 [Member]
ASSETS
Embedded derivative	$ 0

[1] The embedded derivative is associated with the promissory note related to the Revenue Sharing Obligation, or RSO, issued in connection with the Termination Agreement (see Note 6). The embedded derivative represents embedded options which would allow Amylin to discharge all or a portion of the obligation under certain circumstances (see Note 8 for the terms of the RSO). The fair value of the embedded derivative is calculated using a probability weighted expected return method, or PWERM. Significant inputs to the valuation include the following: •Management's estimates of total revenue of exenatide products over the period in which the RSO is to be repaid; •A variety of scenarios under which management estimated the probability that BYDUREONTM (exenatide for extended-release injectable suspension) would be approved by the U.S. Food and Drug Administration , or the FDA, prior to June 30, 2014; •A variety of scenarios under which all exenatide products would be removed from certain geographic markets for safety or efficacy reasons and remain unsalable for four consecutive years.

[2] The loss protection liability arose in connection with the Termination Agreement (see Note 6) and relates to payments required to be made prior to the final transfer of the markets outside the United States from Lilly to Amylin. The maximum that could be paid under the loss protection liability is $60.0 million over the period January 1, 2012 through December 31, 2013. The fair value of the loss protection liability is calculated using a PWERM. Significant inputs to the valuation include the following: •Financial projections for markets outside the United States, or the OUS markets, which were provided to Amylin's management by Lilly; • A variety of scenarios under which management estimated the extent to which these financial projections would be achieved, and the resulting payouts of the amounts that could be made for the twelve months ended December 31, 2012 and 2013. The greatest drivers of variability in this liability are the estimated losses subject to the guarantee and variations in the discount rates used in the valuation.

[3] During 2012, the company changed how it categorizes amounts within the fair value hierarchy and thus, certain amounts now reported as Level 2 fair value instruments at March 31, 2012 were previously shown as Level 1 and have been reclassified.

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Summary Of Significant Accounting Policies Summary of Significant Accounting Policies (Schedule of Fair Value Assets and Liabilities Level 3 Unobservable Input Reconciliation) (Details) (USD $) In Thousands, unless otherwise specified			3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 Level 3 [Member]
ASSETS
Embedded Derivative Fair Value, beginning of period			$ 7,691
Embedded Derivative, Loss on Embedded Derivative			(5,250)
Embedded Derivative Fair Value, end of period			2,441
LIABILITIES
Loss Protection Liability Carried At Fair Value, beginning of period	37,283	0	46,419
Operating Income (Loss)			3,947
Loss Protection Liability Carried At Fair Value, end of period	$ 37,283	$ 0	$ 50,366

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Short-term Investments

3 Months Ended

Mar. 31, 2012

Short-term Investments [Abstract]

Short-term Investments

Short-term Investments

Our short-term investments, consisting principally of debt securities, are classified as available-for-sale and are stated at fair value based upon significant other observable inputs (Level 2 in the fair value hierarchy). Unrealized holding gains or losses on these securities are included in other comprehensive loss. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. For investments in mortgage-backed securities, amortization of premiums and accretion of discounts are recognized in interest income using the interest method, adjusted for anticipated prepayments as applicable. Estimates of expected cash flows are updated periodically and changes are recognized in the calculated effective yield prospectively as appropriate. Such amortization is included in interest income. Realized gains and losses are included in interest income and declines in value judged to be other-than-temporary on available-for-sale securities are included in impairment loss on investments, a component of other expense. In assessing potential impairment of our short-term investments, we evaluate the impact of interest rates, potential prepayments on mortgage-backed securities, changes in credit quality, the length of time and extent to which the market value has been less than cost, and our intent and ability not to sell the security in order to allow for an anticipated recovery in fair value. The cost of securities sold is based on the specific-identification method.

The following is a summary of short-term investments as of March 31, 2012 and December 31, 2011 (in thousands):

	Available-for-Sale Securities
	Amortized Cost		Gross Unrealized Gains (1)		Gross Unrealized Losses (1)			Estimated Fair Value
March 31, 2012
Obligations of U.S. Government-sponsored enterprises	$	60,758	$	8	$	(26	)	$	60,740
Corporate debt securities	169,378		1,145		(38		)	170,485
Total	$	230,136	$	1,153	$	(64	)	$	231,225
December 31, 2011
Obligations of U.S. Government-sponsored enterprises	$	40,914	$	3	$	(45	)	$	40,872
Corporate debt securities	62,466		890		(22		)	63,334
Total	$	103,380	$	893	$	(67	)	$	104,206

(1) The unrealized gains on investments in available-for-sale securities, net of tax effects were $0.7 million and $0.5 million at March 31, 2012 and December 31, 2011, respectively. Additionally, other comprehensive loss included unrealized losses, net of tax effects of $0.7 million and $1.8 million, on investments underlying our 2001 Non-Qualified Deferred Compensation Plan at March 31, 2012 and December 31, 2011, respectively.

Contractual maturities of short-term investments at March 31, 2012 were as follows (in thousands):

	Fair Value
Due within 1 year	$	160,149
After 1 but within 5 years	68,799
After 5 but within 10 years	—
After 10 years	2,277
Total	$	231,225

For purposes of these maturity classifications, the final maturity date is used for securities not due at a single maturity date. Securities not due at a single maturity date include mortgage-backed securities, which are included in Obligations of U.S Government-sponsored enterprises in the table above.

The following table shows the gross unrealized losses and fair value of our investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2012 (in thousands):

	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Obligations of U.S Government-sponsored enterprises	$	19,960	$	(18	)	$	1,855	$	(8	)	$	21,815	$	(26	)
Corporate debt securities	52,524		(38		)	—		—			52,524		(38		)
	$	72,484	$	(56	)	$	1,855	$	(8	)	$	74,339	$	(64	)

Our investments had gross unrealized losses of $0.1 million for both March 31, 2012 and December 31, 2011. The unrealized losses on our investments in marketable securities are due in most instances to the increased volatility in the markets impacting the classes of securities we invest in and not deterioration in credit ratings. Our investments generally have a short effective duration, and since we have the ability and intent not to sell these investments until a recovery of fair value, which may be maturity, we do not consider these investments to be other-than-temporarily impaired at March 31, 2012.

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Summary Of Significant Accounting Policies (Schedule Of Antidilutive Instruments Excluded From Calculation Of Basic And Diluted Earnings Per Share) (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012		Jun. 30, 2011	Mar. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
Repayments of Convertible Debt			$ 200
Shares excluded from calculating basic and diluted net loss per common share excluded	10,390			15,783
Antidilutive Options And Awards To Purchase Common Stock [Member]
Summary Of Significant Accounting Policies [Line Items]
Shares excluded from calculating basic and diluted net loss per common share excluded	974			545
Antidilutive Shares Underlying Convertible Senior Notes [Member]
Summary Of Significant Accounting Policies [Line Items]
Shares excluded from calculating basic and diluted net loss per common share excluded	9,416	[1]	5,800	15,238

[1] In April 2011, we repaid $200 million of convertible senior notes which matured on April 15, 2011. There were 5.8 million antidilutive shares underlying the repaid convertible senior notes.

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Other Current Assets (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Other Current Assets [Abstract]
Prepaid expenses	$ 20,790	$ 24,669
Interest and other receivables	27,076	16,297
Other current assets	9,745	8,192
Other Assets, Current	$ 57,611	$ 49,158

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Commitments And Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Milestone Payments [Member]
Long-term Purchase Commitment Line Items]
Long-term Purchase Commitment, Amount	$ 235.4
Milestone Payments [Member]
Long-term Purchase Commitment Line Items]
Minimum purchase commitments	5.3
Number Of Months	12
Research and Development Expense [Member]
Long-term Purchase Commitment Line Items]
Minimum purchase commitments	4.0
Inventories [Member]
Long-term Purchase Commitment Line Items]
Minimum purchase commitments	$ 145.2

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 73,401	$ 99,859
Short-term investments	231,225	104,206
Restricted cash	10,673	10,519
Accounts receivable, net	52,832	45,489
Inventories, net	135,507	111,959
Other current assets	57,611	49,158
Total current assets	561,249	421,190
Property, plant and equipment, net	829,707	831,162
Intangible asset related to reacquired economic interest, net	266,061	273,842
Economic interest in exenatide products to be reacquired as a business	327,697	327,697
Other long-term assets	22,557	16,308
Total assets	2,007,271	1,870,199
Current liabilities:
Accounts payable	33,673	21,035
Accrued compensation	36,305	66,776
Payable to collaborative partner	3,568	29,140
Restructuring liability, current portion	5,226	8,405
Promissory note related to revenue sharing obligation, current portion	68,304	63,552
Deferred revenue, current portion	7,500	7,500
Loss protection liability	37,283	0
Other current liabilities	98,347	99,609
Total current liabilities	290,206	296,017
Deferred revenue, net of current portion	49,375	51,250
Restructuring liability, net of current portion	23,079	23,877
Convertible senior notes	503,274	496,037
Note payable, net of discount	155,602	155,064
Promissory note related to revenue sharing obligation, net of current portion	947,092	924,306
Other long-term obligations, net of current portion	30,352	62,393
Commitments and contingencies	0	0
Stockholders' deficit:
Preferred stock, $.001 par value, 7,500 shares authorized, none issued and outstanding at March 31, 2012 and December 31, 2011	0	0
Common stock, $.001 par value, 450,000 shares authorized, 162,579 and 146,289 issued and outstanding at March 31, 2012 and December 31, 2011, respectively	162	146
Additional paid-in capital	2,750,744	2,506,013
Accumulated deficit	(2,742,619)	(2,643,579)
Accumulated other comprehensive loss	4	(1,325)
Total stockholders' equity (deficit)	8,291	(138,745)
Total liabilities and stockholders' equity	$ 2,007,271	$ 1,870,199

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Indebtedness (Schedule Of Indebtedness) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Current Portion
Promissory note related to revenue sharing obligation	$ 68,304	$ 63,552
Current portion of indebtedness	68,304	63,552
Non-current portion
Convertible senior notes, net of debt discount	503,274	496,037
Notes payable, net of debt discount	155,602	155,064
Promissory note related to revenue sharing obligation, net of current portion	947,092	924,306
Non-current portion of indebtedness	$ 1,605,968	$ 1,575,407

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Operating activities:
Net loss	$ (99,040)	$ (37,324)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Depreciation and amortization	24,242	12,888
Interest expense and debt discount accretion on promissory note related to revenue sharing obligation	33,625	0
Accretion of debt discount and amortization of debt issuance costs	5,316	4,575
Employee stock-based compensation	9,158	7,917
Stock-settled compensation accruals	7,698	4,238
Restructuring	0	539
Deferred revenue amortization	(1,875)	(1,875)
Change in fair value of assets and liabilities carried at fair value	9,197	0
Other non-cash expenses	28	27
Changes in operating assets and liabilities:
Accounts receivable	(7,343)	2,719
Inventories	(24,962)	9,110
Other current assets	(3,818)	13,551
Accounts payable and accrued liabilities	11,480	4,162
Accrued compensation	(21,673)	(704)
Payable to collaborative partner	(25,572)	1,505
Deferred collaborative profit-sharing	0	2,808
Restructuring liability	(3,977)	(1,074)
Other assets and liabilities, net	(5,841)	40
Net cash (used for) provided by operating activities	(93,357)	23,102
Investing activities:
Purchases of short-term investments	(184,090)	(62,550)
Sales and maturities of short-term investments	57,334	128,550
Increase (Decrease) in Restricted Cash	(154)	0
Purchases of property, plant and equipment	(10,350)	(10,014)
Increase (decrease) in other long-term assets	(795)	212
Net cash provided by (used for) investing activities	(138,055)	56,198
Financing activities:
Issuance of common stock, net	211,041	4,329
Repayment of notes payable	(6,087)	0
Net cash provided by (used for) financing activities	204,954	4,329
Change in cash and cash equivalents	(26,458)	83,629
Cash and cash equivalents at beginning of period	99,859	164,521
Cash and cash equivalents at end of period	73,401	248,150
Supplemental disclosure of cash flow information:
Property, plant and equipment additions in other current liabilities	255	419
Non-cash dispositions of property, plant and equipment	0	181
Non-cash interest capitalized to property, plant and equipment	2,852	2,648
Non-cash financing activities:
Shares contributed as employer 401(k) match	3,243	3,956
Shares contributed to employee stock ownership plan	$ 13,253	$ 16,456

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Short-term Investments (Schedule Of Summary Of Short-Term Investments) (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2012		Dec. 31, 2011
Schedule of Available-for-sale Securities [Line Items]
Other Comprehensive Income Unrealized Holding Gain On Securities Arising During Period Net Of Tax	$ 700,000		$ 500,000
Other Comprehensive Income Unrealized Holding Loss On Securities Held In the NQ Deferred Compensation Plan Net Of Tax	700,000		1,800,000
Available-for-Sale Securities, Amortized Cost	230,136,000		103,380,000
Available-for-sale Securities, Gross Unrealized Gains	1,153,000	[1]	893,000	[1]
Available-for-Sale Securities, Gross Unrealized Losses	(64,000)	[1]	(67,000)	[1]
Available-for-Sale Securities, Estimated Fair Value	231,225,000		104,206,000
Obligations Of US Government-Sponsored Enterprises [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-Sale Securities, Amortized Cost	60,758,000		40,914,000
Available-for-sale Securities, Gross Unrealized Gains	8,000	[1]	3,000	[1]
Available-for-Sale Securities, Gross Unrealized Losses	(26,000)	[1]	(45,000)	[1]
Available-for-Sale Securities, Estimated Fair Value	60,740,000		40,872,000
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-Sale Securities, Amortized Cost	169,378,000		62,466,000
Available-for-sale Securities, Gross Unrealized Gains	1,145,000	[1]	890,000	[1]
Available-for-Sale Securities, Gross Unrealized Losses	(38,000)	[1]	(22,000)	[1]
Available-for-Sale Securities, Estimated Fair Value	$ 170,485,000		$ 63,334,000

[1] he unrealized gains on investments in available-for-sale securities, net of tax effects were $0.7 million and $0.5 million at March 31, 2012 and December 31, 2011, respectively. Additionally, other comprehensive loss included unrealized losses, net of tax effects of $0.7 million and $1.8 million, on investments underlying our 2001 Non-Qualified Deferred Compensation Plan at March 31, 2012 and December 31, 2011, respectively.

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Inventories (Tables)

3 Months Ended

Mar. 31, 2012

Inventory Disclosure [Abstract]

Schedule Of Inventories

Inventories, net consist of the following (in thousands):

	March 31, 2012		December 31, 2011
Raw materials	$	95,934	$	74,793
Work-in-process	29,657		30,155
Finished goods	9,916		7,011
	$	135,507	$	111,959

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Short-term Investments (Schedule Of Contractual Maturities Of Short-Term Investments) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Investments [Abstract]
Due within 1 year	$ 160,149
After 1 but within 5 years	68,799
After 5 but within 10 years	0
After 10 years	2,277
Total	$ 231,225	$ 104,206

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Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2012

Other Liabilities, Current [Abstract]

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current

Other current liabilities consist of the following (in thousands):

	March 31, 2012		December 31, 2011
Accrued rebates	$	37,931	$	45,862
Accrued expenses	46,576		43,458
Other current liabilities	13,840		10,289
	$	98,347	$	99,609

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Summary Of Significant Accounting Policies

1 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The information contained herein has been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. The information as of March 31, 2012, and for the three months endedMarch 31, 2012 and 2011, is unaudited. In the opinion of management, the information reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for a full year. The balance sheet at December 31, 2011 has been derived from the audited consolidated financial statements at that date, but does not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For more complete financial information, these financial statements should be read in conjunction with the audited consolidated financial statements included in Amylin Pharmaceuticals, Inc.’s (referred to as we, us or Amylin) Annual Report on Form 10-K for the year ended December 31, 2011.

Revenue Recognition

Net Product Sales

We sell BYDUREON^TM (exenatide extended-release for injectable suspension) and BYETTA^TM (exenatide) injection for the treatment of type 2 diabetes and SYMLIN^TM (pramlintide acetate) injection for the treatment of type 1 and type 2 diabetes primarily to wholesale distributors, who, in turn, sell to retail pharmacies and government entities. Product sales are recognized when delivery of the products has occurred, title has passed to the customer, the selling price is fixed or determinable, collectability is reasonably assured and we have no further obligations. We record product sales net of allowances for product returns, rebates, wholesaler chargebacks, wholesaler discounts and prescription vouchers at the time of sale and report product sales net of such allowances. We must make significant judgments in determining these allowances. If actual results differ from our estimates, we will be required to make adjustments to these allowances in the future.

We record all United States BYDUREON, BYETTA and SYMLIN product sales. With respect to BYETTA, for the three months endedMarch 31, 2011 we determined that we were qualified as a principal based on our responsibilities under our contracts with Eli Lilly and Company, or Lilly, which included manufacture of product for sale in the United States, responsibility for establishing pricing in the United States, distribution, ownership of product inventory and credit risk from customers. As further described in Note 6, as a result of our November 2011 Settlement and Termination Agreement with Lilly, full responsibility for the commercialization of exenatide in the U.S. was transferred to Amylin effective November 30, 2011.

Revenues Under Collaborative Agreements

Revenues under collaborative agreements consist of the amortization of product and technology license fees and milestone payments earned. Upfront product and technology license fees under multiple-element arrangements are deferred and recognized over the period of such services or performance if such arrangements require on-going services or performance. Non-refundable amounts received for substantive milestones are recognized upon achievement of the milestone. Any amounts received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Royalty revenue is earned on annual gross margins for all exenatide products sold outside of the U.S. and is recorded based upon gross margins for such sales.

Collaborative Profit-Sharing

Collaborative profit-sharing relates to our former collaborative agreement with Lilly and represents Lilly’s 50% share of the gross margin for BYETTA sales in the United States. As further described in Note 6, as a result of the Termination Agreement, full responsibility for the commercialization of exenatide in the U.S. was transferred to Amylin effective November 30, 2011, therefore we no longer record collaborative profit-sharing in connection with sales of exenatide products in the United States.

Accounts Receivable

Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts, product returns and chargebacks. Allowances for rebate discounts and distribution fees are included in other current liabilities in the accompanying consolidated balance sheets. Estimates for allowances for doubtful accounts are determined based on existing contractual obligations, historical payment patterns and individual customer circumstances. The allowance for doubtful accounts was $0.7 million and $2.1 million at March 31, 2012 and December 31, 2011, respectively.

Fair Value Measurements

We have certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements.

The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact. The guidance prioritizes the inputs used in measuring fair value into the following hierarchy:

Level 1	Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2	Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
Level 3	Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about considerations that market participants would use in pricing.

There have been no transfers of assets or liabilities between the fair value measurement classifications.

The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011 (in thousands):

	Fair value measurements as of
	March 31, 2012
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	73,401	$	12,983	$	60,418	$	—
Short-term investments	231,225		3,000		228,225		—
Restricted cash	10,673		10,673		—		—
Deferred compensation plan assets	9,745		2,143		7,602		—
Embedded derivative (2)	2,441		—		—		2,441
	$	327,485	$	28,799	$	296,245	$	2,441
Liabilities:
Deferred compensation plan liabilities	$	9,745	$	2,143	$	7,602	$	—
Loss protection liability carried at fair value (3)	50,366		—		—		50,366
	$	60,111	$	2,143	$	7,602	$	50,366
	Fair value measurements as of
	December 31, 2011
	Total		Level 1 (1)		Level 2 (1)		Level 3
Assets:
Cash and cash equivalents	$	99,859	$	61,850	$	38,009	$	—
Short-term investments	104,206		—		104,206		—
Restricted cash	10,519		10,519		—		—
Deferred compensation plan assets	8,192		990		7,202		—
Embedded derivative (2)	7,690		—		—		7,691
	$	230,466	$	73,359	$	149,417	$	7,691
Liabilities:
Deferred compensation plan liabilities	$	8,192	$	990	$	7,202	$	—
Loss protection liability carried at fair value (3)	46,419		—		—		46,419
	$	54,611	$	990	$	7,202	$	46,419

(1) During 2012, the company changed how it categorizes amounts within the fair value hierarchy and thus, certain amounts now reported as Level 2 fair value instruments at March 31, 2012 were previously shown as Level 1 and have been reclassified.

(2) The embedded derivative is associated with the promissory note related to the Revenue Sharing Obligation, or RSO, issued in connection with the Termination Agreement (see Note 6). The embedded derivative represents embedded options which would allow Amylin to discharge all or a portion of the obligation under certain circumstances (see Note 8 for the terms of the RSO). The fair value of the embedded derivative is calculated using a probability weighted expected return method, or PWERM. Significant inputs to the valuation include the following:

• Management's estimates of total revenue of exenatide products over the period in which the RSO is to be repaid;

• A variety of scenarios under which management estimated the probability that BYDUREON^TM (exenatide for extended-release injectable suspension) would be approved by the U.S. Food and Drug Administration , or the FDA, prior to June 30, 2014;

• A variety of scenarios under which all exenatide products would be removed from certain geographic markets for safety or efficacy reasons and remain unsalable for four consecutive years.

(3) The loss protection liability arose in connection with the Termination Agreement (see Note 6) and relates to payments required to be made prior to the final transfer of the markets outside the United States from Lilly to Amylin. The maximum that could be paid under the loss protection liability is $60.0 million over the period January 1, 2012 through December 31, 2013. The fair value of the loss protection liability is calculated using a PWERM. Significant inputs to the valuation include the following:

• Financial projections for markets outside the United States, or the OUS markets, which were provided to Amylin's management by Lilly;

• A variety of scenarios under which management estimated the extent to which these financial projections would be achieved, and the resulting payouts of the amounts that could be made for the twelve months ended December 31, 2012 and 2013.

The greatest drivers of variability in this liability are the estimated losses subject to the guarantee and variations in the discount rates used in the valuation.

The following table presents a reconciliation of the assets and liabilities measured at fair value on a quarterly basis using significant unobservable inputs (Level 3) from January 1, 2012 to March 31, 2012 (in thousands):

	Derivative Asset - Embedded Option carried at fair value
Assets:
Embedded derivative:
Balance at January 1, 2012	$	7,691
Adjustment to fair value charged to interest and other expense, net	(5,250		)
Balance at March 31, 2012	$	2,441
	Loss Protection Liability carried at fair value
Liabilities:
Loss protection liability carried at fair value:
Balance at January 1, 2012	$	46,419
Adjustment to fair value charged to operating expense	3,947
Balance at March 31, 2012	$	50,366

The fair value adjustment related to the embedded derivative represents the change in the fair value of the embedded option that relates to BYDUREON approval. The RSO contains provisions whereby Amylin's obligation under the RSO could change. Specifically, in the event Amylin did not receive FDA approval of BYDUREON by June 30, 2014, the RSO could have been fully discharged. As FDA approval of BYDUREON was received on January 27, 2012, the option to discharge the RSO obligation is no longer available to us, therefore the value of the related embedded option was reduced to zero.

The fair value adjustment related to the loss protection liability arose from our quarterly assessment of the fair value of the estimated loss protection we would be likely to pay to Lilly under this obligation and is primarily related to a change in the discount rate based on the contractual timing of the payment.

Research and Development Expenses

Research and development costs are expensed as incurred and include salaries and bonuses, benefits, non-cash stock-based compensation, license fees, milestone payments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials and develop drug materials and delivery devices and associated overhead expenses and facilities costs. Reimbursed research and development costs under collaborative arrangements are recorded as a reduction to research and development expenses and are recognized in the period in which the related costs are incurred. Clinical trial costs, including costs associated with third-party contractors, are a significant component of research and development expenses. Invoicing from third-party contractors for services performed can lag several months. We accrue the costs of services rendered in connection with such activities based on our estimate of management fees, site management and monitoring costs and data management costs. Actual clinical trial costs may differ from estimates and are adjusted in the period in which they become known.

Per Share Data

Basic and diluted net loss applicable to common stock per share is computed using the weighted average number of common shares outstanding during the period. Shares used in calculating basic and diluted net loss per common share exclude the following common share equivalents (in thousands):

	Three months ended, March 31,
	2012		2011
Antidilutive options and awards to purchase common stock	974		545
Antidilutive shares underlying convertible senior notes	9,416	(1)	15,238
	10,390		15,783

(1) In April 2011, we repaid $200 million of convertible senior notes which matured on April 15, 2011. There were 5.8 million antidilutive shares underlying the repaid convertible senior notes.

In future periods, if we report net income and the common share equivalents for our convertible senior notes are dilutive, the common stock equivalents will be included in the weighted average shares computation and interest expense related to the notes will be added back to net income to calculate diluted earnings per share.

Accounting for Stock-Based Compensation

We utilize the fair value method of accounting for stock-based compensation arrangements. Accordingly, we expense the estimated fair value of non-cash stock-based awards granted to our employees over the requisite employee service period, which is generally the vesting period. Total employee non-cash stock-based compensation expense by operating statement classification was as follows (in thousands):

	Three months ended March 31,
	2012		2011
Selling, general and administrative expenses	$	6,302	$	5,539
Research and development expenses	2,856		2,378
	$	9,158	$	7,917

Non-cash stock-based compensation expense during the three month periods endedMarch 31, 2012 and 2011 related to stock-based awards consisting of stock options, time and performance based restricted stock units and employee stock purchase rights. At March 31, 2012, total unrecognized estimated compensation cost related to non-vested stock-based awards granted prior to that date was $52.2 million, which is expected to be recognized over a weighted-average period of 2.6 years. We issued 0.6 million shares upon the exercise of stock options in the three months endedMarch 31, 2012.

In addition to the stock-based compensation discussed above, we also recorded expense associated with our Employee Stock Ownership Plan, or ESOP, and our 401(k) plan. The breakdown of non-cash ESOP and 401(k) expense by operating statement classification for each of the three month periods endedMarch 31, 2012 and 2011 is presented below (in thousands):

	Three months ended, March 31,
	2012		2011
Selling, general and administrative expenses	$	4,383	$	2,536
Research and development expenses	3,315		1,702
	$	7,698	$	4,238

Consolidation

The consolidated financial statements include our accounts and those of our wholly owned subsidiaries, Amylin Ohio, LLC, and Amylin Investments, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

Recently Issued Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income ” (ASU 2011-05). This newly issued accounting standard (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented. In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 , which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of ASU 2011-05. We adopted both ASUs effective January 1, 2012. The adoption of this new guidance did not have a material impact on our financial statements.

In May 2011, the FASB issued ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements". The guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, the guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. We adopted this ASU effective January 1, 2012. The adoption of this new guidance did not have a material impact on our financial statements.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	7,500	7,500
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	450,000	450,000
Common stock, shares issued	162,579	146,289
Common stock, shares outstanding	162,579	146,289

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Interest And Other Expense, Net

3 Months Ended

Mar. 31, 2012

Interest And Other Expense, Net [Abstract]

Interest And Other Expense, Net

Interest and other expense, net

For the three months endedMarch 31, 2012 and 2011, interest and other expense, net is comprised of the following (in thousands):

	Three months ended, March 31,
	2012			2011
Interest and other income	$	447		$	303
Interest and other expense	(45,154		)	(8,548		)
Total interest and other expense, net	$	(44,707	)	$	(8,245	)

The following table summarizes the interest expense we capitalized associated with construction in progress for the three months endedMarch 31, 2012 and 2011 (in thousands):

	Three months ended, March 31,
	2012		2011
Coupon interest expense	$	4,318	$	1,796
Non-cash interest from debt discount	2,852		2,648
Total capitalized interest	$	7,170	$	4,444

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Document And Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 26, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Trading Symbol	amln
Entity Registrant Name	AMYLIN PHARMACEUTICALS INC
Entity Central Index Key	0000881464
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		162,852,182

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Litigation

3 Months Ended

Mar. 31, 2012

Loss Contingency [Abstract]

Litigation

Litigation

From time to time in the ordinary course of business, we become involved in various lawsuits, claims and proceedings relating to the conduct of our business, including those pertaining to product liability, patent infringement and employment claims.

Product Liability Litigation

As of March 31, 2012, we and Lilly were involved in approximately 95 separate product liability cases involving approximately 526 plaintiffs in various courts in the United States. Approximately 70 plaintiffs who previously filed cases have subsequently dismissed their cases or claims without prejudice. Certain of these cases have been brought by individuals who allege they have used BYETTA. They generally seek compensatory and punitive damages for alleged injuries, consisting primarily of pancreatitis and, in some cases, alleged wrongful death. Most of the cases are pending in California state court, where the Judicial Council has granted our petition for a “coordinated proceeding” for all California state court cases alleging harm allegedly as a result of BYETTA use. We also have received notice from plaintiff's counsel of additional claims by individuals who have not filed suit. While we cannot reasonably predict the outcome of any lawsuit, claim or proceeding, we and Lilly intend to vigorously defend these matters. However, if we are unsuccessful in our defense, these matters could result in a material adverse impact to our financial position and results of operations.

Stockholder Litigation

On April 4, 2012, a derivative and putative class action titled Duane Howell v. Paulo F. Costa et al. (Case No. 37-2012-00095130) was filed by a putative stockholder in the Superior Court of the State of California for the County of San Diego. The complaint asserts claims for breach of fiduciary duty against our current directors arising out of, among other things, alleged responses by the directors to an alleged offer to acquire the Company. The complaint seeks, among other things, a declaration of breach of the directors' fiduciary duties, the establishment of a committee of independent directors or third party to evaluate strategic alternatives and potential offers for the Company, a prohibition of the directors from entering into certain contractual commitments that allegedly could harm the Company or its stockholders and an invalidation of the Company's shareholder rights plan. On May 1, 2012, the parties agreed to a temporary stay in the action, subject to Court approval.

Icahn Litigation

On April 12, 2012, an action titled Icahn Partners LP v. Amylin Pharmaceuticals, Inc. (Case No. 7418) was filed in the Court of Chancery of the State of Delaware. The complaint asserts claims arising out of the Company's response to the plaintiff's demand to inspect certain books and records of the Company purportedly pursuant to Section 220 of the Delaware General Corporation Law. The complaint seeks an order from the court compelling the Company to provide certain books and records to the plaintiff for purposes of inspection and copying.

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Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenues:
Net product sales	$ 150,586	$ 150,839
Revenues under collaborative agreements	3,100	1,875
Total revenues	153,686	152,714
Costs and expenses:
Cost of goods sold	34,557	12,544
Selling, general and administrative	110,348	64,625
Research and development	51,236	41,915
Collaborative profit-sharing	0	59,851
Amortization of Acquired Intangible Assets	7,780	0
Loss on fair value adjustments	3,947	0
Restructuring	151	2,858
Total costs and expenses	208,019	181,793
Operating loss	(54,333)	(29,079)
Interest and other expense, net	(44,707)	(8,245)
Net loss	$ (99,040)	$ (37,324)
Net loss per share-basic and diluted	$ (0.66)	$ (0.26)
Shares used in computing net loss per share, basic and diluted	150,365	144,787

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Collaborative Agreements

3 Months Ended

Mar. 31, 2012

Collaborative Agreements [Abstract]

Collaborative Agreements

Collaborative Agreements

We have entered into various collaborative agreements which provide us with rights to develop, produce and market products using certain know-how, technology and patent rights maintained by our collaborative partners. Terms of the various collaboration agreements may require us to make and/or receive milestone payments upon the achievement of certain product research and development objectives and pay and/or receive royalties on future sales, if any, of commercial products resulting from the collaboration.

Amounts due from our collaborative partners related to development activities are generally reflected as a reduction of research and development expenses and amounts due to our collaborative partners related to sharing of commercialization expenses are generally reflected as selling, general and administrative expenses. Milestone payments and up-front payments received are generally reflected as collaborative revenue as discussed above in Note 1, and milestone payments and up-front payments made are generally recorded as research and development expenses if the payments relate to drug candidates that have not yet received regulatory approval. Milestone payments and up-front payments that we make related to approved drugs will generally be capitalized and amortized to cost of goods sold over the economic life of the product. Royalties received are generally reflected as collaborative revenues and royalties paid are generally reflected as cost of goods sold.

For collaborations with commercialized products, if we are the principal we record revenue and the corresponding operating costs in their respective line items within our statement of operations based on the nature of the shared expenses. If we are not the principal (which is the case for our sales of exenatide products to Lilly for sale outside the United States), we record operating costs as a reduction of revenue. The principal is the party who is responsible for delivering the product or service to the customer, has latitude with establishing price and has the risks and rewards of providing product or service to the customer, including inventory and credit risk.

Collaboration with Eli Lilly and Company

In September 2002, we and Lilly entered into a Collaboration Agreement for the global development and commercialization of exenatide, or the Lilly Agreement. On November 7, 2011 we and Lilly entered into a Settlement and Termination Agreement, or the Termination Agreement, to terminate our collaboration for exenatide and resolve the outstanding litigation between the companies. As part of the agreement, the parties agreed to transition full responsibility for the worldwide development and commercialization of exenatide to Amylin, starting in the U.S. on November 30, 2011, progressing to all markets by the end of 2013. Under the agreement, the companies completed the U.S. Transition on November 30, 2011, or the U.S. Transition Date, and the OUS Transition will occur no later than December 31, 2013. In the event the OUS transition does not occur by December 31, 2013, the agreement contains various provisions with respect to future rights and obligations of each party that extend beyond December 31, 2013.

The Lilly Agreement included BYETTA, our twice-daily formulation of exenatide for the treatment of type 2 diabetes, and any sustained release formulations of exenatide such as BYDUREON, our once-weekly formulation of exenatide for the treatment of type 2 diabetes, which received FDA approval on January 27, 2012. Under the terms of the Lilly Agreement, operating profits from products sold in the United States were shared equally between us and Lilly through November 30, 2011, which is the date Lilly’s involvement in the United States commercial operations ceased. Lilly was responsible for 53% of shared exenatide global development and commercialization expenses that generate utility both in the United States and outside the United States through the U.S. Transition Date; we were responsible for 47% of these expenses. Lilly is responsible for 100% of all exenatide development and commercialization expenses that generate utility predominantly outside of the U.S. until the OUS Transition is complete. The Lilly Agreement provided for tiered royalties payable to us by Lilly based upon the annual gross margin for all OUS exenatide product sales and the Termination Agreement also provides for the payment of such royalties through the date the OUS Transition is complete. Royalty payments for OUS exenatide product sales commenced during the second quarter of 2011 upon the achievement of a one-time cumulative gross margin threshold.

In October 2008, we and Lilly entered into an Exenatide Once Weekly Supply Agreement, or the Supply Agreement, pursuant to which we agreed to supply commercial quantities of BYDUREON for sale in the United States and outside the United States. In connection with the Termination Agreement, the Supply Agreement was amended and restated effective November 7, 2011, or the Amended and Restated Supply Agreement, pursuant to which Lilly will pay Amylin a fixed price for product supplied under the agreement. Under the terms of the Amended and Restated Supply Agreement, we are required to manufacture BYDUREON intended for commercial sale by Lilly in jurisdictions outside the United States through the OUS Transition period.

The following is a summary of activity related to our collaboration with Lilly and the location in the consolidated statements of operations (in thousands):

	Classification within Consolidated Statements of Operations	Three Months Ended
Activity		March 31, 2012		March 31, 2011
Gross margin sharing	Collaborative profit sharing	$	—	$	59,851
Development expense cost-sharing payments received from Lilly for BYETTA and BYDUREON development expense	Reduction of research and development expense	$	—	$	17,346
Cost-sharing payments due from Lilly for shared sales force expenses, marketing expenses and other commercial or operational support	Reduction of selling, general and administrative expense	$	—	$	3,337

Collaboration with Alkermes, Inc.

In May 2000 we entered into a development and license agreement with Alkermes Controlled Therapeutics, Inc. II, or Alkermes, a subsidiary of Alkermes, Inc., a company specializing in the development of products based on proprietary drug delivery technologies. The development and license agreement, or the Alkermes Agreement, was amended in 2005 and provides for Alkermes to assist us in the development, manufacture and commercialization of BYDUREON. Under the terms of the Alkermes Agreement, Alkermes has transferred to us its technology for manufacturing BYDUREON. We are responsible for manufacturing BYDUREON for commercial sale. In exchange, Alkermes is entitled to receive funding for research and development. During the three months endedMarch 31, 2012 we paid Alkermes a $7.0 million milestone upon the commercial launch of BYDUREON in the United States. Alkermes is also entitled to receive royalties on any product sales. In addition to the collaboration agreement, Alkermes is supplying us with the polymer materials required for the commercial manufacture of BYDUREON under a Supply Agreement dated December 29, 2007.

Collaboration with Takeda Pharmaceutical Company, Ltd.

On October 30, 2009, we and Takeda Pharmaceutical Company Limited, or Takeda, entered into a License, Development and Commercialization Agreement, or the Takeda Agreement, pursuant to which the companies will co-develop and commercialize pharmaceutical products containing compounds specified in the Takeda Agreement for the treatment of human indications including, but not limited to, (i) weight management and/or obesity, (ii) glycemic control and (iii) cardiovascular disease. We received a one-time, nonrefundable cash payment of $75 million from Takeda in connection with the execution of the Takeda Agreement. We recorded the up-front payment as deferred revenue in our consolidated balance sheets and will recognize the revenue over the estimated development period of ten years. As of March 31, 2012 deferred revenue associated with the Takeda collaboration equaled $56.9 million, of which $49.4 million is classified as long-term.

The following is a summary of activity related to the Takeda Agreement and the location in the consolidated statements of operations (in thousands):

		Three Months Ended
Activity	Classification within Consolidated Statements of  Operations	March 31, 2012		March 31, 2011
Amortization of up-front payments	Revenues under collaborative agreements	$	1,875	$	1,875
Cost-sharing payments due from Takeda for shared development expenses	Reduction of research and development expense	$	758	$	5,018

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Other Current Liabilities

3 Months Ended

Mar. 31, 2012

Other Liabilities, Current [Abstract]

Other Liabilities Disclosure

Other Current Liabilities

Other current liabilities consist of the following (in thousands):

	March 31, 2012		December 31, 2011
Accrued rebates	$	37,931	$	45,862
Accrued expenses	46,576		43,458
Other current liabilities	13,840		10,289
	$	98,347	$	99,609

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Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2012

Other Current Assets [Abstract]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure

Other current assets consist of the following (in thousands):

	March 31, 2012		December 31, 2011
Prepaid expenses	$	20,790	$	24,669
Interest and other receivables	27,076		16,297
Other current assets	9,745		8,192
	$	57,611	$	49,158

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Summary Of Significant Accounting Policies (Policy)

3 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The information contained herein has been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. The information as of March 31, 2012, and for the three months endedMarch 31, 2012 and 2011, is unaudited. In the opinion of management, the information reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for a full year. The balance sheet at December 31, 2011 has been derived from the audited consolidated financial statements at that date, but does not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For more complete financial information, these financial statements should be read in conjunction with the audited consolidated financial statements included in Amylin Pharmaceuticals, Inc.’s (referred to as we, us or Amylin) Annual Report on Form 10-K for the year ended December 31, 2011.

Revenue Recognition

Revenue Recognition

Net Product Sales

We sell BYDUREON^TM (exenatide extended-release for injectable suspension) and BYETTA^TM (exenatide) injection for the treatment of type 2 diabetes and SYMLIN^TM (pramlintide acetate) injection for the treatment of type 1 and type 2 diabetes primarily to wholesale distributors, who, in turn, sell to retail pharmacies and government entities. Product sales are recognized when delivery of the products has occurred, title has passed to the customer, the selling price is fixed or determinable, collectability is reasonably assured and we have no further obligations. We record product sales net of allowances for product returns, rebates, wholesaler chargebacks, wholesaler discounts and prescription vouchers at the time of sale and report product sales net of such allowances. We must make significant judgments in determining these allowances. If actual results differ from our estimates, we will be required to make adjustments to these allowances in the future.

We record all United States BYDUREON, BYETTA and SYMLIN product sales. With respect to BYETTA, for the three months endedMarch 31, 2011 we determined that we were qualified as a principal based on our responsibilities under our contracts with Eli Lilly and Company, or Lilly, which included manufacture of product for sale in the United States, responsibility for establishing pricing in the United States, distribution, ownership of product inventory and credit risk from customers. As further described in Note 6, as a result of our November 2011 Settlement and Termination Agreement with Lilly, full responsibility for the commercialization of exenatide in the U.S. was transferred to Amylin effective November 30, 2011.

Revenues Under Collaborative Agreements

Revenues under collaborative agreements consist of the amortization of product and technology license fees and milestone payments earned. Upfront product and technology license fees under multiple-element arrangements are deferred and recognized over the period of such services or performance if such arrangements require on-going services or performance. Non-refundable amounts received for substantive milestones are recognized upon achievement of the milestone. Any amounts received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Royalty revenue is earned on annual gross margins for all exenatide products sold outside of the U.S. and is recorded based upon gross margins for such sales.

Collaborative Profit-Sharing

Collaborative Profit-Sharing

Collaborative profit-sharing relates to our former collaborative agreement with Lilly and represents Lilly’s 50% share of the gross margin for BYETTA sales in the United States. As further described in Note 6, as a result of the Termination Agreement, full responsibility for the commercialization of exenatide in the U.S. was transferred to Amylin effective November 30, 2011, therefore we no longer record collaborative profit-sharing in connection with sales of exenatide products in the United States.

Accounts Receivable

Accounts Receivable

Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts, product returns and chargebacks. Allowances for rebate discounts and distribution fees are included in other current liabilities in the accompanying consolidated balance sheets. Estimates for allowances for doubtful accounts are determined based on existing contractual obligations, historical payment patterns and individual customer circumstances. The allowance for doubtful accounts was $0.7 million and $2.1 million at March 31, 2012 and December 31, 2011, respectively.

Fair Value Measurements

Fair Value Measurements

We have certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements.

The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact. The guidance prioritizes the inputs used in measuring fair value into the following hierarchy:

Level 1	Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2	Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
Level 3	Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about considerations that market participants would use in pricing.

There have been no transfers of assets or liabilities between the fair value measurement classifications.

The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011 (in thousands):

	Fair value measurements as of
	March 31, 2012
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	73,401	$	12,983	$	60,418	$	—
Short-term investments	231,225		3,000		228,225		—
Restricted cash	10,673		10,673		—		—
Deferred compensation plan assets	9,745		2,143		7,602		—
Embedded derivative (2)	2,441		—		—		2,441
	$	327,485	$	28,799	$	296,245	$	2,441
Liabilities:
Deferred compensation plan liabilities	$	9,745	$	2,143	$	7,602	$	—
Loss protection liability carried at fair value (3)	50,366		—		—		50,366
	$	60,111	$	2,143	$	7,602	$	50,366
	Fair value measurements as of
	December 31, 2011
	Total		Level 1 (1)		Level 2 (1)		Level 3
Assets:
Cash and cash equivalents	$	99,859	$	61,850	$	38,009	$	—
Short-term investments	104,206		—		104,206		—
Restricted cash	10,519		10,519		—		—
Deferred compensation plan assets	8,192		990		7,202		—
Embedded derivative (2)	7,690		—		—		7,691
	$	230,466	$	73,359	$	149,417	$	7,691
Liabilities:
Deferred compensation plan liabilities	$	8,192	$	990	$	7,202	$	—
Loss protection liability carried at fair value (3)	46,419		—		—		46,419
	$	54,611	$	990	$	7,202	$	46,419

(1) During 2012, the company changed how it categorizes amounts within the fair value hierarchy and thus, certain amounts now reported as Level 2 fair value instruments at March 31, 2012 were previously shown as Level 1 and have been reclassified.

(2) The embedded derivative is associated with the promissory note related to the Revenue Sharing Obligation, or RSO, issued in connection with the Termination Agreement (see Note 6). The embedded derivative represents embedded options which would allow Amylin to discharge all or a portion of the obligation under certain circumstances (see Note 8 for the terms of the RSO). The fair value of the embedded derivative is calculated using a probability weighted expected return method, or PWERM. Significant inputs to the valuation include the following:

• Management's estimates of total revenue of exenatide products over the period in which the RSO is to be repaid;

• A variety of scenarios under which management estimated the probability that BYDUREON^TM (exenatide for extended-release injectable suspension) would be approved by the U.S. Food and Drug Administration , or the FDA, prior to June 30, 2014;

• A variety of scenarios under which all exenatide products would be removed from certain geographic markets for safety or efficacy reasons and remain unsalable for four consecutive years.

(3) The loss protection liability arose in connection with the Termination Agreement (see Note 6) and relates to payments required to be made prior to the final transfer of the markets outside the United States from Lilly to Amylin. The maximum that could be paid under the loss protection liability is $60.0 million over the period January 1, 2012 through December 31, 2013. The fair value of the loss protection liability is calculated using a PWERM. Significant inputs to the valuation include the following:

• Financial projections for markets outside the United States, or the OUS markets, which were provided to Amylin's management by Lilly;

• A variety of scenarios under which management estimated the extent to which these financial projections would be achieved, and the resulting payouts of the amounts that could be made for the twelve months ended December 31, 2012 and 2013.

The greatest drivers of variability in this liability are the estimated losses subject to the guarantee and variations in the discount rates used in the valuation.

The following table presents a reconciliation of the assets and liabilities measured at fair value on a quarterly basis using significant unobservable inputs (Level 3) from January 1, 2012 to March 31, 2012 (in thousands):

	Derivative Asset - Embedded Option carried at fair value
Assets:
Embedded derivative:
Balance at January 1, 2012	$	7,691
Adjustment to fair value charged to interest and other expense, net	(5,250		)
Balance at March 31, 2012	$	2,441
	Loss Protection Liability carried at fair value
Liabilities:
Loss protection liability carried at fair value:
Balance at January 1, 2012	$	46,419
Adjustment to fair value charged to operating expense	3,947
Balance at March 31, 2012	$	50,366

The fair value adjustment related to the embedded derivative represents the change in the fair value of the embedded option that relates to BYDUREON approval. The RSO contains provisions whereby Amylin's obligation under the RSO could change. Specifically, in the event Amylin did not receive FDA approval of BYDUREON by June 30, 2014, the RSO could have been fully discharged. As FDA approval of BYDUREON was received on January 27, 2012, the option to discharge the RSO obligation is no longer available to us, therefore the value of the related embedded option was reduced to zero.

The fair value adjustment related to the loss protection liability arose from our quarterly assessment of the fair value of the estimated loss protection we would be likely to pay to Lilly under this obligation and is primarily related to a change in the discount rate based on the contractual timing of the payment.

Research And Development Expenses

Research and Development Expenses

Research and development costs are expensed as incurred and include salaries and bonuses, benefits, non-cash stock-based compensation, license fees, milestone payments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials and develop drug materials and delivery devices and associated overhead expenses and facilities costs. Reimbursed research and development costs under collaborative arrangements are recorded as a reduction to research and development expenses and are recognized in the period in which the related costs are incurred. Clinical trial costs, including costs associated with third-party contractors, are a significant component of research and development expenses. Invoicing from third-party contractors for services performed can lag several months. We accrue the costs of services rendered in connection with such activities based on our estimate of management fees, site management and monitoring costs and data management costs. Actual clinical trial costs may differ from estimates and are adjusted in the period in which they become known.

Per Share Data

Per Share Data

Basic and diluted net loss applicable to common stock per share is computed using the weighted average number of common shares outstanding during the period. Shares used in calculating basic and diluted net loss per common share exclude the following common share equivalents (in thousands):

	Three months ended, March 31,
	2012		2011
Antidilutive options and awards to purchase common stock	974		545
Antidilutive shares underlying convertible senior notes	9,416	(1)	15,238
	10,390		15,783

(1) In April 2011, we repaid $200 million of convertible senior notes which matured on April 15, 2011. There were 5.8 million antidilutive shares underlying the repaid convertible senior notes.

In future periods, if we report net income and the common share equivalents for our convertible senior notes are dilutive, the common stock equivalents will be included in the weighted average shares computation and interest expense related to the notes will be added back to net income to calculate diluted earnings per share.

Accounting For Stock-Based Compensation

Accounting for Stock-Based Compensation

We utilize the fair value method of accounting for stock-based compensation arrangements. Accordingly, we expense the estimated fair value of non-cash stock-based awards granted to our employees over the requisite employee service period, which is generally the vesting period. Total employee non-cash stock-based compensation expense by operating statement classification was as follows (in thousands):

	Three months ended March 31,
	2012		2011
Selling, general and administrative expenses	$	6,302	$	5,539
Research and development expenses	2,856		2,378
	$	9,158	$	7,917

Non-cash stock-based compensation expense during the three month periods endedMarch 31, 2012 and 2011 related to stock-based awards consisting of stock options, time and performance based restricted stock units and employee stock purchase rights. At March 31, 2012, total unrecognized estimated compensation cost related to non-vested stock-based awards granted prior to that date was $52.2 million, which is expected to be recognized over a weighted-average period of 2.6 years. We issued 0.6 million shares upon the exercise of stock options in the three months endedMarch 31, 2012.

In addition to the stock-based compensation discussed above, we also recorded expense associated with our Employee Stock Ownership Plan, or ESOP, and our 401(k) plan. The breakdown of non-cash ESOP and 401(k) expense by operating statement classification for each of the three month periods endedMarch 31, 2012 and 2011 is presented below (in thousands):

	Three months ended, March 31,
	2012		2011
Selling, general and administrative expenses	$	4,383	$	2,536
Research and development expenses	3,315		1,702
	$	7,698	$	4,238

Consolidation

Consolidation

The consolidated financial statements include our accounts and those of our wholly owned subsidiaries, Amylin Ohio, LLC, and Amylin Investments, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

Description of New Accounting Pronouncements Not yet Adopted

Recently Issued Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income ” (ASU 2011-05). This newly issued accounting standard (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented. In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 , which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of ASU 2011-05. We adopted both ASUs effective January 1, 2012. The adoption of this new guidance did not have a material impact on our financial statements.

In May 2011, the FASB issued ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements". The guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, the guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. We adopted this ASU effective January 1, 2012. The adoption of this new guidance did not have a material impact on our financial statements.

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Stockholders' Equity

3 Months Ended

Mar. 31, 2012

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity

In March 2012, we completed an underwritten public offering of 13.5 million shares of common stock, resulting in net proceeds to Amylin of $206.9 million.

In March 2012, we contributed approximately 0.8 million newly issued shares of our common stock, valued at $16.02 per share, to our ESOP for amounts earned by participants during the year ended December 31, 2011.

In February 2012, we contributed approximately 0.2 million newly issued shares of our common stock, valued at $15.53 per share, to our 401(k) plan for amounts earned by participants during the year ended December 31, 2011.

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Restructuring

3 Months Ended

Mar. 31, 2012

Restructuring Charges [Abstract]

Restructuring

Restructuring

During the three months endedMarch 31, 2012 we recorded restructuring charges of $0.2 million consisting primarily of facilities related charges. During the three months ended March 31, 2011 we recorded restructuring charges of $2.9 million consisting primarily of employee separation costs and asset impairment charges.

The following table sets forth activity in the restructuring liability for recent restructuring activities for the three months endedMarch 31, 2012, which is comprised of employee separation costs and facilities-related charges (in thousands):

	Employee separation costs			Facilities related charges			Total
Balance at December 31, 2011	$	2,145		$	30,137		$	32,282
Accruals	—			151			151
Payments	(2,032		)	(2,834		)	(4,866		)
Accretion of sub-lease expense	—			738			738
Balance at March 31, 2012	$	113		$	28,192		$	28,305

We are continuing to assess our facility requirements for our San Diego campus as a result of this and our prior restructurings and could record additional facilities-related charges over the next several quarters.

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Indebtedness

3 Months Ended

Mar. 31, 2012

Indebtedness [Abstract]

Debt Disclosure

Indebtedness

Our indebtedness is summarized as follows (in thousands):

	March 31, 2012		December 31, 2011
Current portion:
Promissory note related to revenue sharing obligation	$	68,304	$	63,552
Current portion of indebtedness	$	68,304	$	63,552
Non-current portion:
Convertible senior notes, net of debt discount	$	503,274	$	496,037
Notes payable, net of debt discount	155,602		155,064
Promissory note related to revenue sharing obligation	947,092		924,306
Non-current portion of indebtedness	$	1,605,968	$	1,575,407

The following is a summary description of our indebtedness as of March 31, 2012:

Promissory Note Related to Revenue Sharing Obligation

On November 7, 2011 we entered into a secured promissory note with Lilly, the RSO, under which we agreed to pay to Lilly a principal sum of $1.2 billion, plus interest. Repayments on the Secured Promissory Note are determined based upon the quarterly net sales of exenatide products. The RSO has a scheduled maturity of December 31, 2036, however we may prepay all or any portion of the balance without penalty.

The following table summarizes the principal amount of the liability component (including accrued interest), the unamortized discount and net carrying amount of the RSO as of March 31, 2012 and December 31, 2011 (in thousands):

	March 31, 2012			December 31, 2011
Promissory note related to revenue sharing obligation —Due December 31, 2036
Principal amount, including accrued interest	$	1,230,632		$	1,209,109
Unamortized debt discount	(215,236		)	(221,251		)
Net carrying amount	1,015,396			987,858
Less current portion	(68,304		)	(63,552		)
Non-current portion	$	947,092		$	924,306

The significant terms of the RSO are discussed below.

Interest accruals. Interest on the RSO accrues and compounds in an amount equal to 2.295% of the total RSO balance outstanding on the last day of the calendar quarter (with an annual effective rate of 9.5%). Interest is not payable in cash when it accrues, but is instead added to the then outstanding principal amount of the RSO on the last day of each quarter.

Debt discount amortization. The debt discount is being amortized to interest expense over the expected term of the RSO at an effective interest rate of 14.4% for the three months endedMarch 31, 2012.

Calculation of payment amounts. Amylin is required to make quarterly payments on the RSO in an amount equal to 15% of net sales for exenatide products for the immediate preceding calendar quarter. For the period commencing with December 1, 2011 through and including December 31, 2013, Amylin is obligated to make payments on the RSO equal to the greater of (i) 15% of net sales for exenatide products in the United States and, if control of an OUS jurisdiction has transitioned to Amylin from Lilly, net sales for exenatide products in those OUS jurisdictions, for the immediately preceding calendar quarter or (ii) 15% of 80% of a product revenue forecast that was mutually agreed upon by both Amylin and Lilly. In the event Amylin receives upfront or milestone payments from a third party in connection with an agreement with respect to exenatide products, Amylin is obligated to make payments on the RSO equal to 20% of such upfront or milestone payments. The minimum annual RSO payments Amylin could be required to make for the years ended December 31, 2012 and 2013 is $61.3 million and $86.5 million, respectively.

Provisions related to repayment. The repayment terms for the RSO contain provisions whereby the obligation under the RSO could change under certain circumstances. The RSO could be fully discharged in the event (i) BYDUREON is not approved by June 30, 2014 and (ii) in the event all exenatide products are removed from the US, all of Europe or both for safety or efficacy reasons and continuing for a period of four years. These options were accounted for as embedded derivatives. The FDA approved BYDUREON on January 27, 2012 therefore the provision related to BYDUREON approval has expired. The provision related to removal of exenatide products from the market for safety or efficacy reasons is considered to have a very low likelihood of occurrence. See the Fair Value Measurements discussion in Note 1, regarding the considerations associated with valuing these embedded derivatives as of March 31, 2012.

Security Agreement and Events of Default. Amylin, Amylin Ohio LLC and Lilly entered into a Security Agreement pursuant to which Amylin and Amylin Ohio LLC granted to Lilly, as collateral to secure the RSO, a security interest in intellectual property relating to the exenatide products, U. S. regulatory approvals relating to the exenatide products, certain third party license agreements, certain deposit accounts into which counterparties of such license agreements are required to make payments, certain third party supply agreements, inventory and a supply agreement for BYDUREON entered into between Amylin’s wholly-owned subsidiary Amylin Ohio LLC and Amylin, collectively referred to as the Collateral. On November 7, 2011, Amylin Ohio LLC and Lilly entered into a Subsidiary Guarantee Agreement, or the Guarantee, pursuant to which Amylin Ohio LLC provided a guarantee of the Secured Obligations to Lilly. Any Amylin affiliate that owns Collateral is required to become a grantor under the Security Agreement and guarantee the RSO.

Under the terms of the promissory note an event of default would occur if Amylin fails to make RSO payments in accordance with the terms of the Termination Agreement, upon the occurrence of a bankruptcy or insolvency of Amylin or any of its affiliates party to the Security Agreement or providing a guarantee, if certain representations and warranties of Amylin and Amylin Ohio LLC are not true and correct in any material respects when made, or if Amylin breaches certain assignment provisions in the Termination Agreement, Note Agreement or Security Agreement. Upon the occurrence and continuance of an event of default under the Note, Lilly may declare all outstanding amounts under the Note due and payable and may exercise its rights with respect to the Collateral under the Security Agreement. The sole recourse in respect of the Secured Obligations under the Note, the Security Agreement and the Guarantee is limited to the Collateral. These features are not significant to the accounting for this instrument.

Convertible Senior Notes

The following table summarizes the principal amount of the liability component, the unamortized discount and the net carrying amount of our convertible senior notes (in thousands):

	March 31, 2012			December 31, 2011
2007 Notes—Due June 15, 2014
Principal amount	$	575,000		$	575,000
Unamortized debt discount	(71,726		)	(78,963		)
Net carrying amount	503,274			496,037
Total convertible senior notes, net	503,274			496,037
Less current portion	—			—
Non-current portion	$	503,274		$	496,037

In June 2007, we issued notes with an aggregate principal amount of $575 million in a private placement, and that are due June 15, 2014, referred to as the 2007 Notes. The 2007 Notes are senior unsecured obligations and rank equally with all other existing and future senior unsecured debt. The 2007 Notes bear interest at 3.0% per year, payable in cash semi-annually, and are initially convertible into a total of up to 9.4 million shares of common stock at a conversion price of $61.07 per share, subject to the customary adjustment for stock dividends and other dilutive transactions. We may not redeem the 2007 Notes prior to maturity. In addition, if a “fundamental change” (as defined in the associated indenture agreement) occurs prior to the maturity date, we will in some cases increase the conversion rate for a holder of notes that elects to convert its notes in connection with such fundamental change. The maximum conversion rate is 22.93 ($43.62 per share), which would result in a maximum issuance of 13.2 million shares of common stock if all holders converted at the maximum conversion rate. The principal amount of the 2007 Notes exceeds the current if-converted value.

The 2007 Notes will be convertible into shares of our common stock unless we elect net-share settlement. If we elect net-share settlement, we will satisfy the accreted value of the obligation in cash and will satisfy the excess of conversion value over the accreted value in shares of our common stock based on a daily conversion value, determined in accordance with the associated indenture agreement, calculated on a proportionate basis for each day of the relevant 20-day observation period. Holders may convert the 2007 Notes only in the following circumstances and to the following extent: (1) during the five business-day period after any five consecutive trading day period (the measurement period) in which the trading price per note for each day of such measurement period was less than 97% of the product of the last reported sale price of our common stock and the conversion rate on each such day; (2) during any calendar quarter after the calendar quarter ending March 31, 2007, if the last reported sale price of our common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter; (3) upon the occurrence of specified events; and (4) the 2007 Notes will be convertible at any time on or after April 15, 2014 through the scheduled trading day immediately preceding the maturity date.

Subject to certain exceptions, if we undergo a “designated event” (as defined in the associated indenture agreement) including a “fundamental change,” such as if a majority of our Board of Directors ceases to be composed of the existing directors or other individuals approved by a majority of the existing directors, holders of the 2007 Notes will, for the duration of the notes, have the option to require us to repurchase all or any portion of their 2007 Notes. The designated event repurchase price will be 100% of the principal amount of the 2007 Notes to be purchased plus any accrued interest up to but excluding the relevant repurchase date. We will pay cash for all notes so repurchased. The 2007 Notes have been registered under the Securities Act of 1933, as amended, to permit registered resale of the 2007 Notes and of the common stock issuable upon conversion of the 2007 Notes. The 2007 Notes pay interest in cash, semi-annually in arrears on June 15 and December 15 of each year, which began on December 15, 2007.

The fair value of the 2007 Notes, determined by observed market prices within the Level 2 hierarchy, was $569.3 and $514.3 million at March 31, 2012 and December 31, 2011, respectively. Since we have the option to elect net-share settlement upon conversion of the 2007 Notes, we account for the 2007 Notes in accordance with the authoritative guidance for accounting for convertible debt instruments that may be settled in cash upon conversion. The carrying amount of the equity component of the 2007 Notes was $180.3 million at March 31, 2012 and December 31, 2011. The net book value of debt issuance costs as of March 31, 2012 and December 31, 2011 was $3.5 million and $3.9 million, respectively. The debt discount and issuance costs are being amortized to interest expense over the term of the 2007 Notes, approximately two years of which remain as of March 31, 2012. The effective interest rate on the net carrying value of the 2007 Notes was 9.3% in the three months endedMarch 31, 2012 and 2011.

Note Payable

In October 2008, we and Lilly entered into a loan agreement pursuant to which Lilly made available to us a $165 million unsecured line of credit. In May 2011 we drew $165 million from this facility, referred to as the Note Payable to Lilly. The interest rate on the Note Payable to Lilly is fixed at 5.51% and is due and payable quarterly in arrears on the first business day of each quarter and the initial maturity date was May 23, 2014. In connection with the Termination Agreement, the Note Payable to Lilly was amended and restated effective November 7, 2011 (“the Amended Note Payable to Lilly”). Under the terms of the Amended Note Payable to Lilly, the maturity date was extended to June 30, 2016; the interest rate on the Amended Lilly Loan remains fixed at 5.51% and interest continues to be due and payable quarterly in arrears on the first business day of each quarter. A portion of the consideration paid in connection with the Settlement and Termination Agreement represents the value Amylin received in connection with the extension of the maturity date of the Lilly Loan at a below market interest rate. The value representing the fee paid to extend the note at a below market interest rate was recorded as a discount on the Lilly Loan and is being accreted to interest expense over the remaining life of the loan. The unamortized balance of the discount on the Lilly Loan was $9.4 million and $9.9 million as of March 31, 2012 and December 31, 2011, respectively.

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Commitments And Contingencies

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

Commitments and Contingencies

We have committed to make potential future milestone payments to third parties as part of in-licensing and development programs primarily related to research and development agreements. Potential future payments generally become due and payable only upon the achievement of certain developmental, regulatory and/or commercial milestones, such as achievement of regulatory approval, successful development and commercialization of products, and subsequent product sales. Because the achievement of these milestones is neither probable nor reasonably estimable, we have not recorded a liability on the balance sheet for any such contingencies.

As of March 31, 2012, if all such milestones are successfully achieved, the potential future milestone and other contingency payments we could be required to make under certain contractual agreements are approximately $235.4 million in aggregate, of which $5.3 million are expected to be paid within the next 12 months.

We have committed to make future minimum payments to third parties for certain inventories in the normal course of business. The minimum purchase commitments total approximately $145.2 million as of March 31, 2012.

As of March 31, 2012, commitments associated with capital investments on the BYDUREON pen device are $4.0 million.

In December 2011, we entered into an Amended and Restated Letter of Credit and Cash Collateral Agreement with Bank of America which provides for the issuance of letters of credit under which we agreed to deliver cash collateral to Bank of America, the total of which equaled $10.7 million as of March 31, 2012. Additionally, as of March 31, 2012 we had issued $10.5 million of standby letters of credit, primarily in connection with office leases.

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Summary Of Significant Accounting Policies Summary Of Significant Accounting Policies (Schedule of Non-Cash ESOP and 401(k) expense by operation statement classification) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
Employee Stock Ownership Plan And 401 K Compensation Expense	$ 7,698	$ 4,238
General and Administrative Expense [Member]
Summary Of Significant Accounting Policies [Line Items]
Employee Stock Ownership Plan And 401 K Compensation Expense	4,383	2,536
Research and Development Expense [Member]
Summary Of Significant Accounting Policies [Line Items]
Employee Stock Ownership Plan And 401 K Compensation Expense	$ 3,315	$ 1,702

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Stockholders' Equity Common stock issued in the underwriting (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Common Stock [Member]
Stock Issued During Period, Shares, New Issues	13.5
Additional Paid-in Capital [Member]
Stock Issued During Period, Value, New Issues	206.9

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Short-term Investments (Tables)

3 Months Ended

Mar. 31, 2012

Short-term Investments [Abstract]

Schedule Of Summary Of Short-Term Investments

The following is a summary of short-term investments as of March 31, 2012 and December 31, 2011 (in thousands):

	Available-for-Sale Securities
	Amortized Cost		Gross Unrealized Gains (1)		Gross Unrealized Losses (1)			Estimated Fair Value
March 31, 2012
Obligations of U.S. Government-sponsored enterprises	$	60,758	$	8	$	(26	)	$	60,740
Corporate debt securities	169,378		1,145		(38		)	170,485
Total	$	230,136	$	1,153	$	(64	)	$	231,225
December 31, 2011
Obligations of U.S. Government-sponsored enterprises	$	40,914	$	3	$	(45	)	$	40,872
Corporate debt securities	62,466		890		(22		)	63,334
Total	$	103,380	$	893	$	(67	)	$	104,206

(1) The unrealized gains on investments in available-for-sale securities, net of tax effects were $0.7 million and $0.5 million at March 31, 2012 and December 31, 2011, respectively. Additionally, other comprehensive loss included unrealized losses, net of tax effects of $0.7 million and $1.8 million, on investments underlying our 2001 Non-Qualified Deferred Compensation Plan at March 31, 2012 and December 31, 2011, respectively.

Schedule Of Contractual Maturities Of Short-Term Investments

Contractual maturities of short-term investments at March 31, 2012 were as follows (in thousands):

	Fair Value
Due within 1 year	$	160,149
After 1 but within 5 years	68,799
After 5 but within 10 years	—
After 10 years	2,277
Total	$	231,225

Schedule Of Gross Unrealized Losses And Fair Value Of Investments

The following table shows the gross unrealized losses and fair value of our investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2012 (in thousands):

	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Obligations of U.S Government-sponsored enterprises	$	19,960	$	(18	)	$	1,855	$	(8	)	$	21,815	$	(26	)
Corporate debt securities	52,524		(38		)	—		—			52,524		(38		)
	$	72,484	$	(56	)	$	1,855	$	(8	)	$	74,339	$	(64	)

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Restructuring (Tables)

3 Months Ended

Mar. 31, 2012

Restructuring Charges [Abstract]

Summary Of Activity In Restructuring Liability

The following table sets forth activity in the restructuring liability for recent restructuring activities for the three months endedMarch 31, 2012, which is comprised of employee separation costs and facilities-related charges (in thousands):

	Employee separation costs			Facilities related charges			Total
Balance at December 31, 2011	$	2,145		$	30,137		$	32,282
Accruals	—			151			151
Payments	(2,032		)	(2,834		)	(4,866		)
Accretion of sub-lease expense	—			738			738
Balance at March 31, 2012	$	113		$	28,192		$	28,305

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Indebtedness (Convertible Senior Notes) (Details) (USD $)	3 Months Ended		3 Months Ended		3 Months Ended
	Mar. 31, 2011	Dec. 31, 2011	Mar. 31, 2012 2007 Notes [Member]	Dec. 31, 2011 2007 Notes [Member]	Mar. 31, 2012 2007 Notes [Member] Maximum [Member]	Mar. 31, 2012 Net-Share Settlement Terms Member [Member] 2007 Notes [Member] D
Convertible Senior Notes [Line Items]
Debt Instrument, Face Amount			$ 575,000,000	$ 575,000,000
Stated interest percentage on convertible senior notes			3.00%
Debt instrument convertible into share at price per share			$ 61.07		$ 43.62
Number of common shares per convertible notes			9,400,000		13,200,000
Convertible debt conversion rate per share					22.93
Observation period, days						20
Trading and business day period, days						5
Percent of trading price per note below reported sale price						97.00%
Minimum number of trading days						20
Number of consecutive trading days						30
Percent of applicable conversion price						130.00%
Percent of designated event repurchase price over principal amount of notes			100.00%
Notes, fair value			569,300,000	514,300,000
Convertible debt instrument amount allocated to equity		180,300,000	180,300,000
Debt issuance costs			$ 3,500,000	$ 3,900,000
Effective interest rate on net carrying value of 2007 Notes	9.30%		9.30%

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Other Current Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Other Liabilities, Current [Abstract]
Accrued rebates	$ 37,931	$ 45,862
Accrued expenses	46,576	43,458
Other current liabilities	13,840	10,289
Other Liabilities, Current	$ 98,347	$ 99,609

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Consolidated Statements of Other Comprehensive Loss (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Consolidated Statements of Other Comprehensive Loss [Abstract]
Net loss	$ (99,040)	$ (37,324)
Unrealized gains/(losses) on available-for-sale securities	1,329	94
Comprehensive net loss attributable to Amylin Pharmaceuticals, Inc. shareholders	$ (97,711)	$ (37,230)

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Other Current Assets

3 Months Ended

Mar. 31, 2012

Other Current Assets [Abstract]

Schedule of Other Assets

Other Current Assets

Other current assets consist of the following (in thousands):

	March 31, 2012		December 31, 2011
Prepaid expenses	$	20,790	$	24,669
Interest and other receivables	27,076		16,297
Other current assets	9,745		8,192
	$	57,611	$	49,158

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Indebtedness (Tables)

3 Months Ended

Mar. 31, 2012

Debt Disclosure [Abstract]

Schedule Of Indebtedness

Our indebtedness is summarized as follows (in thousands):

	March 31, 2012		December 31, 2011
Current portion:
Promissory note related to revenue sharing obligation	$	68,304	$	63,552
Current portion of indebtedness	$	68,304	$	63,552
Non-current portion:
Convertible senior notes, net of debt discount	$	503,274	$	496,037
Notes payable, net of debt discount	155,602		155,064
Promissory note related to revenue sharing obligation	947,092		924,306
Non-current portion of indebtedness	$	1,605,968	$	1,575,407

Summary Of Principal Amount Of Liability Component (Including Accrued Interest), Unamortized Discount And Net Carrying Amount Of RSO

The following table summarizes the principal amount of the liability component (including accrued interest), the unamortized discount and net carrying amount of the RSO as of March 31, 2012 and December 31, 2011 (in thousands):

	March 31, 2012			December 31, 2011
Promissory note related to revenue sharing obligation —Due December 31, 2036
Principal amount, including accrued interest	$	1,230,632		$	1,209,109
Unamortized debt discount	(215,236		)	(221,251		)
Net carrying amount	1,015,396			987,858
Less current portion	(68,304		)	(63,552		)
Non-current portion	$	947,092		$	924,306

Summary Of Principal Amount Of Liability Component, Unamortized Discount And Net Carrying Amount Of Convertible Senior Notes

The following table summarizes the principal amount of the liability component, the unamortized discount and the net carrying amount of our convertible senior notes (in thousands):

	March 31, 2012			December 31, 2011
2007 Notes—Due June 15, 2014
Principal amount	$	575,000		$	575,000
Unamortized debt discount	(71,726		)	(78,963		)
Net carrying amount	503,274			496,037
Total convertible senior notes, net	503,274			496,037
Less current portion	—			—
Non-current portion	$	503,274		$	496,037

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Inventories (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Inventory Disclosure [Abstract]
Inventories valuation allowance for potential excess and/or obsolete material	$ 200	$ 0

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Summary Of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Schedule Of Assets And Liabilities Measured At Fair Value On Recurring Basis

The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011 (in thousands):

	Fair value measurements as of
	March 31, 2012
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	73,401	$	12,983	$	60,418	$	—
Short-term investments	231,225		3,000		228,225		—
Restricted cash	10,673		10,673		—		—
Deferred compensation plan assets	9,745		2,143		7,602		—
Embedded derivative (2)	2,441		—		—		2,441
	$	327,485	$	28,799	$	296,245	$	2,441
Liabilities:
Deferred compensation plan liabilities	$	9,745	$	2,143	$	7,602	$	—
Loss protection liability carried at fair value (3)	50,366		—		—		50,366
	$	60,111	$	2,143	$	7,602	$	50,366
	Fair value measurements as of
	December 31, 2011
	Total		Level 1 (1)		Level 2 (1)		Level 3
Assets:
Cash and cash equivalents	$	99,859	$	61,850	$	38,009	$	—
Short-term investments	104,206		—		104,206		—
Restricted cash	10,519		10,519		—		—
Deferred compensation plan assets	8,192		990		7,202		—
Embedded derivative (2)	7,690		—		—		7,691
	$	230,466	$	73,359	$	149,417	$	7,691
Liabilities:
Deferred compensation plan liabilities	$	8,192	$	990	$	7,202	$	—
Loss protection liability carried at fair value (3)	46,419		—		—		46,419
	$	54,611	$	990	$	7,202	$	46,419

(1) During 2012, the company changed how it categorizes amounts within the fair value hierarchy and thus, certain amounts now reported as Level 2 fair value instruments at March 31, 2012 were previously shown as Level 1 and have been reclassified.

(2) The embedded derivative is associated with the promissory note related to the Revenue Sharing Obligation, or RSO, issued in connection with the Termination Agreement (see Note 6). The embedded derivative represents embedded options which would allow Amylin to discharge all or a portion of the obligation under certain circumstances (see Note 8 for the terms of the RSO). The fair value of the embedded derivative is calculated using a probability weighted expected return method, or PWERM. Significant inputs to the valuation include the following:

• Management's estimates of total revenue of exenatide products over the period in which the RSO is to be repaid;

• A variety of scenarios under which management estimated the probability that BYDUREON^TM (exenatide for extended-release injectable suspension) would be approved by the U.S. Food and Drug Administration , or the FDA, prior to June 30, 2014;

• A variety of scenarios under which all exenatide products would be removed from certain geographic markets for safety or efficacy reasons and remain unsalable for four consecutive years.

(3) The loss protection liability arose in connection with the Termination Agreement (see Note 6) and relates to payments required to be made prior to the final transfer of the markets outside the United States from Lilly to Amylin. The maximum that could be paid under the loss protection liability is $60.0 million over the period January 1, 2012 through December 31, 2013. The fair value of the loss protection liability is calculated using a PWERM. Significant inputs to the valuation include the following:

• Financial projections for markets outside the United States, or the OUS markets, which were provided to Amylin's management by Lilly;

• A variety of scenarios under which management estimated the extent to which these financial projections would be achieved, and the resulting payouts of the amounts that could be made for the twelve months ended December 31, 2012 and 2013.

The greatest drivers of variability in this liability are the estimated losses subject to the guarantee and variations in the discount rates used in the valuation.

Schedule Of Antidilutive Instruments Excluded From Calculation Of Basic And Diluted Earnings Per Share

Shares used in calculating basic and diluted net loss per common share exclude the following common share equivalents (in thousands):

	Three months ended, March 31,
	2012		2011
Antidilutive options and awards to purchase common stock	974		545
Antidilutive shares underlying convertible senior notes	9,416	(1)	15,238
	10,390		15,783

(1) In April 2011, we repaid $200 million of convertible senior notes which matured on April 15, 2011. There were 5.8 million antidilutive shares underlying the repaid convertible senior notes.

Schedule Of Estimated Stock-Based Compensation

Total employee non-cash stock-based compensation expense by operating statement classification was as follows (in thousands):

	Three months ended March 31,
	2012		2011
Selling, general and administrative expenses	$	6,302	$	5,539
Research and development expenses	2,856		2,378
	$	9,158	$	7,917

Schedule Of Non-Cash ESOP And Expense By Operating Statement Classification

The breakdown of non-cash ESOP and 401(k) expense by operating statement classification for each of the three month periods endedMarch 31, 2012 and 2011 is presented below (in thousands):

	Three months ended, March 31,
	2012		2011
Selling, general and administrative expenses	$	4,383	$	2,536
Research and development expenses	3,315		1,702
	$	7,698	$	4,238

Schedule of Assets and Liabilities Measured at Fair Value using Unobservable Inputs Level 3 [Table Text Block]

The following table presents a reconciliation of the assets and liabilities measured at fair value on a quarterly basis using significant unobservable inputs (Level 3) from January 1, 2012 to March 31, 2012 (in thousands):

	Derivative Asset - Embedded Option carried at fair value
Assets:
Embedded derivative:
Balance at January 1, 2012	$	7,691
Adjustment to fair value charged to interest and other expense, net	(5,250		)
Balance at March 31, 2012	$	2,441
	Loss Protection Liability carried at fair value
Liabilities:
Loss protection liability carried at fair value:
Balance at January 1, 2012	$	46,419
Adjustment to fair value charged to operating expense	3,947
Balance at March 31, 2012	$	50,366