2003 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

of such plan acting as trustee) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction; (ii) there is consummated a sale or other disposition of all or substantially all of the assets of the Company (other than a sale to an entity where at least 50% of the combined voting power of the voting securities of such entity are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale); (iii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such transaction, the stockholders immediately prior to the consummation of such transaction do not own, directly or indirectly, outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such transaction or more than 50% of the combined outstanding voting power of the parent of the surviving entity in such transaction.

(f)                                     “Code” means the Internal Revenue Code of 1986, as amended.

(g)                                  “Common Stock” means the common stock of the Company.

(h)                                  “Company” means Amylin Pharmaceuticals, Inc., a Delaware corporation.

(i)                                     “Consultant” means any person, including an advisor, whether an individual or an entity, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate and who is compensated for such services.  However, the term “Consultant” shall not include Directors who are not compensated by the Company for their services as Directors, and the payment of a director’s fee by the Company for services as a Director shall not cause a Director to be considered a “Consultant” for purposes of the Plan.

(j)                                     “Continuous Service” means that the Optionholder’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated.  An Optionholder’s Continuous Service shall not be deemed to have terminated by reason of a change in the capacity in which such Optionholder renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which such Optionholder renders such service, provided that there is otherwise no interruption or termination of such Optionholder’s Continuous Service.  For example, a change in status from a Non-Employee Director of the Company to a Consultant of an Affiliate or an Employee of the Company will not constitute an interruption of Continuous Service.  The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave.

(k)                                 “Director” means a member of the Board of Directors of the Company.

(l)                                     “Employee” means any person employed by the Company or an Affiliate.  A person shall not be deemed an Employee by reason of such person’s service as a Director and/or payments of director’s fees to such person.

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(m)                               “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(n)                                  “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i)                                     If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii)                                 Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

(iii)                             In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Board and in a manner that complies with Section 409A and 422 of the Code.

(o)                                   “Incentive Plan” means the Company’s 2001 Equity Incentive Plan or any successor equity incentive plan thereto.

(p)                                   “Initial Grant” means an Option granted to a Non-Employee Director who meets the criteria specified in subsection 6(a) of the Plan.

(q)                                   “Non-Employee Director” means a Director who is not an Employee.

(r)                                   “Nonstatutory Stock Option” means an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(s)                                   “Option” means a Nonstatutory Stock Option granted pursuant to the Plan.

(t)                                     “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(u)                                  “Plan” means this Amylin Pharmaceuticals, Inc. 2003 Non-Employee Directors’ Stock Option Plan.

(v)                                    “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

3.                                       ADMINISTRATION.

(a)                                   Administration by Board.   The Board shall administer the Plan.

(b)                                   Powers of Board.   The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

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(i)                                     To determine the provisions of each Option to the extent permitted in the Plan.

(ii)                                 To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration.  The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iii)                             To amend the Plan as provided in Section 10.

(iv)                                Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

(c)                                   Effect of Board’s Decision.   All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

4.                                       OPTIONS ISSUED UNDER INCENTIVE PLAN.

All Options granted pursuant to the Plan shall be deemed to have been issued under the Incentive Plan, and the shares of Common Stock issuable upon exercise of such Options shall be issuable out of the shares reserved for issuance under the Incentive Plan pursuant to Section 4 of the Incentive Plan.

5.                                       ELIGIBILITY.

The Options as set forth in Section 6 automatically shall be granted under the Plan to all Non-Employee Directors in accordance with the provisions of Section 6.

6.                                       NON-DISCRETIONARY GRANTS.

(a)                                   Initial Grants.   Each person who is elected or appointed by the Board or stockholders of the Company for the first time to be a Non-Employee Director subsequent to April 2, 2003 and who has not served as a Director at any time during the two-year period immediately preceding the date of such election or appointment, automatically shall, upon the date of his or h