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Risk Management and Finance Committee Charter

Purpose

The purpose of the Risk Management and Finance Committee (the "Committee") of the Board of Directors (the "Board") of Amylin Pharmaceuticals, Inc. (the "Company") is to (i) provide oversight on risk management activities for the Company; (ii) consider the ongoing financing needs of the Company; (iii) consider alterative financing mechanisms available to the Company; (iv) make recommendations to the Board regarding the implementation of appropriate financing mechanisms; and (v) undertake any other duties or responsibilities expressly delegated to the Committee by the Board from time to time. It is the intent of the Board to comply with the Bylaws of the Company and all applicable laws, rules and regulations, including rules promulgated by The NASDAQ Stock Market, Inc. (collectively, 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 financially literate and shall have previous experience with the financing of companies in the U.S. generally, including securities financing. The Chief Executive Officer of the Company shall be a member of the Committee.
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 once 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.

The Committee may invite to the Committee meetings any employees or consultants the Committee deems appropriate.

Delegation to Subcommittee

The Committee may, in its' discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

Duties and Responsibilities

Risk Oversight Activities

  1. The following are the duties and responsibilities of the Committee related to risk oversight activities:
  2. Review and oversee the development, implementation and execution by management of the Company’s risk management program and guidelines regarding the Company’s tolerance for risk.
  3. Review and discuss the significant risks and exposures identified by management and the programs implemented by management to minimize, monitor or control such risks or exposures.  Ensure such significant risks are overseen by a committee of the Board.
  4. Review the Company’s key insurance programs.

Finance Oversight Activities

The following are the duties and responsibilities of the Committee related to finance oversight activities:

  1. Oversee the long- and short-term financial objectives and policies of the Company, including dividend policy, and make recommendations to the full Board with respect to such financial objectives and policies where appropriate.
  2. Consider the Company’s ongoing financing needs and any alternative financing mechanisms and strategies available to the Company and recommend to the full Board the implementation of appropriate financing mechanisms and strategies.
  3. Oversee banking relationships and credit facilities.
  4. Authorize and approve corporate borrowing transactions, including letters of credit and other forms of borrowing transactions with third parties, including the granting of security interests in corporate assets to secure such borrowings.

The Company’s management is responsible for finance activities of the Company.  Management is also responsible for adequately identifying significant risks of the Company; implementing appropriate risk management strategies that are responsive to the Company’s risk profile; integrating consideration of risk and risk management into the decision-making process of the Company; and if necessary promulgating policies and procedures and ensuring such policies and procedures adequately transmit necessary information with respect to significant risks to senior executives of the Company, this Committee and the Board.

Reports

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

  1. 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 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.
  2. 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 to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management.

As amended on April 29, 2010