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Audit Committee Charter

Purpose

The purpose of the audit committee (the "Committee") of the Board of Directors ("Board") of Amylin Pharmaceuticals, Inc. (the "Company") is to act on behalf of and provide assistance to the Board in fulfilling its oversight responsibility on behalf of the shareholders and others relating to: (i) the quality and integrity of the Company's financial statements; (ii) the Company’s accounting and financial reporting process; (iii) the systems of internal control over accounting and financial reporting; (iv) the performance of the Company's Independent and Internal Auditors; (v) the Independent Auditors' qualifications, performance and independence; and (vi) other duties established by the Bylaws of the Company and all applicable laws, rules and regulations, including rules promulgated by the Securities and Exchange Commission, The NASDAQ Stock Market, Inc. and the Public Company Accounting Oversight Board (collectively, the "Requirements"). It is the intent of the Board to comply with the Requirements applicable to this Committee and the charter. To the extent any Requirements are added or amended, this charter shall be deemed to incorporate such additions or amendments.

Membership

The Committee shall consist of at least three (3) directors. All members of the Committee shall be "independent directors." (i.e., those directors who neither are officers or employees of the Company or its' subsidiaries nor have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a member of the Committee). Members shall be "independent" under the rules of The NASDAQ Stock Market, Inc. and shall meet any other applicable qualifications established by the Requirements. Members of the Committee shall not receive any compensation from the Company other than for Board or committee service. All Committee members shall be financially literate and able to read and understand financial statements, and at least one member shall be a "financial expert," as defined by applicable Requirements.

Members shall be appointed by the Board, and shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

Structure and Operations

The Board shall designate one member of the Committee as its chair. The majority of the members shall constitute a quorum. The Committee shall meet in person or telephonically at least four times a year and at other times as deemed necessary or desirable by the Committee or its chair. The Committee may also take action by unanimous written consent.

In discharging its role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company. In so doing, it is the responsibility of the Committee to maintain unrestricted and open communication among the Committee, the Independent and Internal Auditors, and management of the Company.

Duties and Responsibilities

The Committee shall endeavor to assure that the Committee and the Company operate in accordance with all applicable Requirements on an on-going basis. The primary responsibility of the Committee is to oversee the Company's accounting and financial reporting process on behalf of the Board and report the results of their activities to the Board. For purposes of clarification, management is responsible for the preparation, presentation, and integrity of the Company's financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company and for implementing and maintaining internal controls over financial reporting. The Independent Auditors are responsible for auditing the Company's financial statements and for reviewing the Company's unaudited interim financial statements.

The Committee shall discuss with management and the Independent and Internal Auditors the overall corporate "tone" for quality financial reporting, sound business risk practices, and ethical financial behavior. The Committee shall develop and implement procedures, as it deems appropriate, to enable it to accomplish the tasks outlined in this charter. The procedures may be modified from time to time by the Committee to address any issues, concerns or Requirements at the Committee's discretion.

The Committee shall be the sole authority for the appointment and termination (subject, if applicable, to shareholder ratification), compensation, and oversight of the Independent Auditors, and the Independent Auditors must report directly to the Committee; provided that the primary auditing partner for its Independent Auditors shall be rotated in accordance with any applicable Requirements. The Committee shall pre-approve all audit and permissible non-audit services performed by the Independent Auditors. The Committee shall not engage the Independent Auditors to perform specific non-audit services proscribed by any Requirement. At least annually, the Committee shall receive and review a written report from the Independent Auditors delineating all relationships between the Independent Auditors and the Company, shall consider and discuss with the Independent Auditors any disclosed relationships or services that could affect the Independent Auditors' objectivity and independence, and shall otherwise take appropriate action to oversee the independence of the Independent Auditors. At least annually the Committee shall also evaluate the qualifications and performance of the Independent Auditors.

The Committee shall discuss with the Independent Auditors the overall scope and plans for their respective audits, including the adequacy of staffing and compensation. The Committee shall review management's assessment of the effectiveness of internal control over financial reporting as of the end of the each fiscal year. The Committee shall discuss with management and the Independent Auditors the adequacy and effectiveness of the accounting and financial controls, including the Company's policies and procedures to assess, monitor, and manage business risk, including the risk of fraud.

The Committee shall discuss with the Internal Auditors their purpose, authority, scope, and their audit plan. The Committee shall meet with internal audit management of the Company to (i) review and approve the annual internal audit plan, including any significant subsequent modifications, and (ii) review the results of internal audit activities, including significant issues and related management action plans.

On a periodic basis, the Committee shall meet separately with members of management, the Internal Auditors and the Independent Auditors to discuss issues and concerns warranting Committee attention. The Committee shall provide sufficient opportunity for the Internal and Independent Auditors to meet privately with the members of the Committee. The Committee shall review with the Independent Auditors any audit problems or difficulties and management's response.

The Committee shall review, upon completion of the annual audit, the financial statements proposed to be included in the Company's Annual Report on Form 10-K.

The Committee shall discuss with the Independent Auditors and management the results of the annual audit, including the Independent Auditors' assessment of the appropriateness, not just acceptability, of accounting principles, the reasonableness of significant judgments and estimates (including material changes in estimates), any adjustments proposed by the Independent Auditors, the adequacy of disclosures in the financial statements and any other written matters required to be communicated to the Committee by the Independent Auditors under Statement on Auditing Standards No. 61 or any other Requirements.

The Committee shall discuss with management and the Independent Auditors the results of the Independent Auditors' review of the Company's quarterly financial statements, prior to public disclosure of quarterly financial information, if practicable, or filing with the Securities and Exchange Commission of the Company's Quarterly Report on Form 10-Q, and any other matters required to be communicated to the Committee by the Independent Auditors under Statement on Auditing Standards No. 61 or any other Requirements. The chair of the Committee may represent the entire Committee for purposes of this discussion.

The Committee shall review and discuss with management and the Independent Auditors, as appropriate, the Company's disclosures contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in its periodic reports to be filed with the Securities and Exchange Commission.

The Committee shall review and discuss with management and the Independent Auditors, as appropriate, earnings press releases as well as the substance of financial information and earnings guidance provided to analysts and ratings agencies.

The Committee shall require that procedures are established for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, including the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

The Committee shall review and approve all related-party transactions that are required to be disclosed by applicable Requirements.

Delegation of Authority

The Committee may delegate approval authority to a member of the Committee. The decisions of any Committee member to whom approval authority is delegated shall be presented to the full Committee at its next scheduled meeting.

Reports

The Committee shall produce the following reports and provide them to the Board.

An annual report of the Committee for inclusion in the Company's annual proxy statement in accordance with Requirements.
An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this charter. The performance evaluation should also evaluate the adequacy of the charter and recommend to the Board any improvements to this charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the chair of the Committee or any other member of the Committee designated by the Committee to make this report.
A summary of the actions at each Committee meeting, which shall be presented to the Board for review and presented to the Secretary of the Company for inclusion in the Company's minute books.

Resources and Authority

The Committee shall have full power and authority, at the Company’s expense, to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of, the Independent Auditors, special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. The Committee shall also have the authority to pay, at the Company’s expense, ordinary administrative expenses that, as determined by the Committee, are necessary or appropriate in carrying out its duties.

(As amended on 5/28/2008)