Corporate Governance Guidelines

The Board of Directors ("Board") of Amylin Pharmaceuticals, Inc. ("Amylin") is elected by the stockholders of Amylin to serve their interests through oversight of management and Amylin's business. The primary responsibility of the Board is to exercise its collective business judgment in the best interest of Amylin and its stockholders. The Board, acting on the recommendation of its Corporate Governance Committee, has developed and adopted these corporate governance principles (the "Guidelines") to enhance the functioning of the Board and its committees, to promote the interests of stockholders and to establish a common set of expectations as to how the Board, its various committees and individual directors should perform their functions.

Board Composition

The composition of the Board should balance the goals of size and breadth of experience and skills. The size of the Board should facilitate substantive discussions of the whole Board in which each director can participate meaningfully. The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to Amylin's business. A substantial majority of the Board shall consist of directors who are not officers or employees of Amylin or its subsidiaries and do not 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 director, and who are otherwise "independent" under the rules of The NASDAQ Stock Market, Inc.

Selection of Board Chair and Chief Executive Officer

The Board is free to select its Chair and Amylin's Chief Executive Officer (the "CEO") in the manner it considers in the best interest of Amylin at any given point in time.

Selection of Directors

Nominations. The Corporate Governance Committee is responsible for determining the slate of director nominees for election to Amylin's Board and the individuals to fill vacancies occurring between annual meetings of stockholders. The Corporate Governance Committee will, at least on an annual basis, consider the mix of skills and experience that the then-current directors bring to the Board to assess whether the Board has the necessary membership and resources to perform its oversight function effectively. The qualifications of any non-incumbent director candidates brought to the attention of the Corporate Governance Committee by directors, management, stockholders or third parties will be evaluated from time to time in light of the Corporate Governance Committee's determination of the Board's needs, and under the same criteria as set forth below.

Criteria. The Corporate Governance Committee shall determine new nominees for the position of independent director who satisfy the requirements of The NASDAQ Stock Market, Inc. and who are considered under at least the following criteria:

• Personal qualities and characteristics, accomplishments and reputation in the business community;
• Current knowledge and contacts in the communities in which Amylin does business and in Amylin's industry or other industries relevant to Amylin's business;
• Ability and willingness to commit adequate time to Board and committee matters;
• The fit of the individual's skills and personality with those of other directors and potential directors in building a Board that is effective and responsive to the needs of Amylin; and
• Diversity of viewpoints, background, experience and other factors.

Election Term and Retirement

The Board has decided to elect directors for annual terms without classification. The Board does not believe it should establish term limits. No director shall serve past the year in which he or she attains the age of seventy-five.

Board Meetings

The Board currently plans four meetings each year, with further meetings to occur (or action to be taken by unanimous consent) at the discretion of the Board. The meetings will usually consist of committee meetings and the Board meeting. The agenda for each Board meeting will be determined by the Board Chair in consultation with the CEO. To the extent possible, management will provide to all directors appropriate materials in advance of meetings.

Executive Sessions

To ensure free and open discussion and communication among the independent directors of the Board, the independent directors will have four regularly scheduled executive sessions each year in conjunction with regularly scheduled meetings of the Board, and more frequently as necessary or desirable. The Board Chair shall preside at such executive sessions provided the Board Chair has been deemed to be independent by the Board. In the event the Board Chair has not been deemed to be independent, the Board shall select a lead independent director to preside at these executive sessions and may in its discretion select a replacement lead independent director from time to time.  In the event the lead independent director is not present at a meeting, the remaining independent directors shall select an interim lead independent director to preside over the meeting.

The committees of the Board

Amylin shall have at least the committees required by the rules of The NASDAQ Stock Market, Inc. Except to the extent that the Board has delegated or delegates in the future its authority to a committee, all power and authority of the Board is reserved by the Board to itself. Currently, Board committees consist of the Audit Committee, the Compensation and Human Resources Committee, the Corporate Governance Committee, the Risk Management and Finance Committee and the Science and Technology Committee.

The chair of each committee, with the assistance of management where appropriate, shall set the agenda for meetings of his or her committee. All directors, whether members of a committee or not, are invited to make suggestions to a committee chair for additions to the agenda of his or her committee or to request that an item from a committee agenda be considered by the Board. Each committee chair will give a report of his or her committee's activities at the next meeting of the full Board.

Each of the Corporate Governance Committee, the Audit Committee, and the Compensation and Human Resources Committee shall be composed of directors who are not officers or employees of Amylin or its subsidiaries or any other individuals having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who are otherwise "independent" and qualified to serve as a member of such committee under applicable law and under the rules of The NASDAQ Stock Market, Inc. The required qualifications for the members of each committee shall be set out in the respective committees' charters. A director may serve on more than one committee for which he or she qualifies.

Management Succession

At least annually, the Board shall review and approve a succession plan, developed by the Compensation and Human Resources Committee, addressing the policies and principles for selecting a successor to the CEO, both in an emergency situation and in the ordinary course of business. The succession plan should include an assessment of the experience, performance, skills and planned career paths for possible successors to the CEO. In addition, the Board will periodically review the work of the Compensation and Human Resources Committee in planning for succession at other key executive positions.

Board Compensation

The Compensation and Human Resources Committee shall review periodically and report to the Board with its recommendations regarding the components and amount of Board compensation, including its evaluation of compensation of boards of similarly situated companies. In order to align the interests of the directors and stockholders, the Board believes that directors should receive a significant part of their on-going compensation in the form of equity in Amylin. The Board intends to continue to use equity instruments in order to attract leading candidates to serve on the Board.

Expectations of Directors

The business and affairs of Amylin shall be managed by or under the direction of the Board in accordance with Delaware law. In performing their duties, the primary responsibility of the directors is to exercise their business judgment in the best interest of Amylin and its stockholders. The Board has developed a number of specific expectations of directors to promote the discharge of this responsibility and the efficient conduct of the Board's business. If in the opinion of the Corporate Governance Committee a director's primary employment, membership on another for-profit corporate board, or work situation changes in a manner that causes the director to be unable to fulfill his or her obligations as a director, or if a director is convicted of a felony, then the director shall submit a letter of resignation for consideration by the Board, in its discretion.

Commitment and Attendance

All directors should make all reasonable efforts to attend meetings of the Board and meetings of committees of which they are members. Members may attend by telephone or video conference, when available. All directors shall attend annual stockholder meetings, absent an irreconcilable conflict.

Participation in Meetings

Each director should be sufficiently familiar with the business of Amylin, including its financial statements and capital structure, and the risks and competition it faces, to facilitate active and effective participation in the deliberations of the Board and each committee on which he or she serves. Management will make appropriate personnel available to answer any questions a director may have about any aspect of Amylin's business. Directors should review the materials provided by management and advisors in advance of the meetings of the Board and its committees and should arrive prepared to discuss the issues presented.

Loyalty and Ethics

In their role as directors, all directors owe a duty of loyalty to Amylin. This duty of loyalty mandates that the interest of Amylin take precedence over any interests possessed by a director. Amylin has adopted a Code for Shared Business Conduct ("Code") and other related corporate policies which include compliance and enforcement obligations. The Code provides, among other things, that conflicts of interest or potential conflicts of interest are to be reported for examination and resolution. Directors are required to review the Code, to act in a manner which complies with the Code and to confirm in writing their understanding and commitment to the Code. Directors should consult with Amylin's counsel in the event of any issues or concerns.

Other Directorships

Amylin values the experience directors bring from other boards on which they serve, but recognizes that those boards may also present demands on a director's time and availability and may present conflicts or legal issues. Therefore, unless the Board Chair and the chair of the Corporate Governance Committee otherwise approve, Amylin limits the number of for-profit corporate boards of directors on which a director may serve to six. Directors should advise and obtain the approval of the Corporate Governance Committee in consultation with the Board Chair before accepting membership on other boards of directors or other significant commitments involving affiliation with other businesses or governmental units, exclusive of not-for-profit organizations. If any issues arise at a Board meeting where any particular director has a conflict or potential conflict because of other relationships, that director shall abstain from discussions and voting and, where appropriate, leave the meeting for that portion of the discussion.

Contact with Management

All directors are invited to contact the CEO at any time to discuss any aspect of Amylin's business. Directors shall also have complete access to other members of management.

Contact with Other Constituencies

It is important that Amylin speak to employees and outside constituencies with a single voice, and that management serves as the primary spokesperson. Unless requested, directors should not speak on behalf of Amylin and, when appropriate, should clarify that they are speaking in their individual capacity.

Confidentiality

The proceedings and deliberations of the Board and its committees are confidential. Each director shall maintain the confidentiality of information received in connection with his or her service as a director.

Education and Continued Development of Knowledge about Amylin

The directors are responsible for remaining current on key matters affecting Amylin. Management, working with the Board, will provide an orientation process for new directors, including background material on Amylin, its business plan and its risk profile, and meetings with senior management. Periodically, management will prepare additional educational and development sessions for directors on matters relevant to Amylin, its business plan and risk profile.

Stock Ownership Guidelines

Members of Amylin’s Board are required to own shares of Amylin common stock with a value equal to three times (3X) their annual retainer fee. Amylin’s officers are required to own shares of Amylin common stock with a value equal to a specific multiple of such officer’s base salary as indicated in the table below. Directors and officers are required to meet these guidelines within five years of becoming subject to them.

Evaluation Board Performance

The Board, acting through the Corporate Governance Committee, will conduct an annual self-evaluation to ascertain the effectiveness of its work. This self-evaluation will form the basis for considering changes to the processes for and components of governance of Amylin. The Corporate Governance Committee will periodically consider the mix of skills and experience that directors bring to the Board to assess whether the Board has the necessary membership and resources to perform its oversight function effectively.

Each committee of the Board will conduct a self-evaluation at least annually and report the results to the Board. Each committee's evaluation will compare the performance of the committee with the requirements of its written charter.

Reliance on Management and Outside Advice

In performing its functions, the Board is entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors. The Board shall have the authority to retain and approve the fees and retention terms of its outside advisors.

(As amended on 4/29/2010)