Stock Pledge Agreement between Orville G. Kolterman, M.D. and Amylin Pharmaceuticals, Inc.

THIS STOCK PLEDGE AGREEMENT (“Pledge Agreement”) is made by ORVILLE G. KOLTERMAN, M.D., an individual with a residence at 15793 Hidden Valley, Poway, California 92064 (“Pledgor”), and between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 9373 TOWNE CENTRE DRIVE, SUITE 250, SAN DIEGO, CALIFORNIA 92121 (“Pledgee”).

     WHEREAS, Pledgor has concurrently herewith executed that certain Promissory Note and Security Agreement (the “Note”) in favor of Pledgee in the original principal amount of ONE HUNDRED NINE THOUSAND THREE HUNDRED NINETY-FIVE DOLLARS ($109,395.00) in payment of the purchase price of Twenty-Three Thousand Four Hundred (23,400) shares of the Common Stock of Pledgee; and

     WHEREAS, Pledgee is willing to accept the Note from Pledgor, but only upon the condition, among others, that Pledgor shall have executed and delivered to Pledgee this Pledge Agreement and the Pledged Collateral (as defined below);

     NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Pledgor hereby agrees as follows:

     1. As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or otherwise) of all indebtedness of Pledgor to Pledgee created under the Note (all such indebtedness being the “Liabilities”), Pledgor hereby pledges to Pledgee, and grants to Pledgee, a first priority security interest in all of the following (collectively, the “Pledged Collateral”):

1.

     “Event of Default” shall mean a failure to pay the Note upon demand or when otherwise due.

     The term “indebtedness” is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities heretofore, now or hereafter made, incurred or created, whether voluntary, or involuntary, and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness may be or hereafter becomes unenforceable.

     2. Pledgor hereby represents and warrants to Pledgee as follows:

2.

     3. Upon the occurrence and during the continuance of an Event of Default and the failure of Pledgor to cure such Event of Default immediately without further notice to Pledgor, and at the expense of Pledgor, Pledgee in its name or in the name of its nominee or of Pledgor may, but shall not be obligated to: (a) collect by legal proceedings or otherwise all dividends, (except cash dividends other than liquidating dividends) and other sums now or hereafter payable upon or on account of said Pledged Collateral; (b) enter into any extension, reorganization, deposit, merger or consolidation agreement, or any agreement in any way relating to or affecting the Pledged Collateral, and in connection therewith may deposit or surrender control of such Pledged Collateral thereunder, accept other property in exchange for such Pledged Collateral and do and perform such acts and things as it may deem proper, and any money or property received in exchange for such Pledged Collateral shall be applied to the indebtedness or thereafter held by it pursuant to the provisions hereof; (c) insure, process and preserve the Pledged Collateral; and (d) cause the Pledged Collateral to be transferred to its name or to the name of its nominee.

     4. Pledgor agrees to pay prior to delinquency all taxes, charges, liens and assessments against the Pledged Collateral, and upon the failure of Pledgor to do so, Pledgee at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same.

     5. Until the Liabilities have been paid or otherwise satisfied in full, Pledgor agrees that Pledgor:

     6. So long as no Event of Default shall have occurred and be continuing:

3.

     7. All advances, charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by Pledgee in exercising any right, power or remedy conferred by this agreement, or in the enforcement thereof, shall become a part of the indebtedness secured hereunder and shall be paid to Pledgee by the Pledgor immediately and without demand.

     8. Upon the occurrence and during the continuance of an Event of Default, and without any further notice to Pledgor, Pledgee may then, or at any time thereafter, with or without any previous demands or demand of performance, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, the whole or any part of the Pledged Collateral in such order as Pledgee may elect, and any such sale may be made either at public or private sale at its place of business or elsewhere, or at any broker’s board or securities exchange, either for cash or upon credit or for future delivery; provided, however, that if such disposition is at private sale, then the per share price of the Pledged Collateral (the “Fair Market Value”) shall be equal to the public market price then in effect, or, if at the time of sale no public market for the Pledged Collateral exists, then, Pledgee and Pledgor hereby agree that such private sale shall be at a purchase price mutually agreed to by Pledgee and Pledgor or, if the parties cannot agree upon a purchase price, then at a purchase price established by a majority of three independent appraisers knowledgeable of the value of such collateral, one named by Pledgor within 10 days after written request by the Pledgee to do so, one named by Pledgee within such 10 day period, and the third named by the two appraisers so selected, with the appraisal to be rendered by such body within 30 days after the appointment of the third appraiser. The cost of such appraisal, including all appraisers’ fees, shall be charged against the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption, except as required by applicable law. To the extent allowed by the law, demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived. Any sale hereunder may be conducted by any officer or agent of Pledgee.

4.

     9. The proceeds of the sale of any of the Pledged Collateral and all sums received or collected by Pledgee from or on account of such Pledged Collateral shall be applied by Pledgee to the payment of expenses incurred or paid by Pledgee in connection with any sale, transfer or delivery of the Pledged Collateral, to the payment of any other costs, charges, reasonable attorneys’ fees or expenses mentioned herein, and to the payment of the indebtedness or any part hereof, all in such order and manner as Pledgee in its discretion may determine. Pledgee shall then pay any balance to Pledgor.

     10. Except as expressly permitted hereunder, Pledgee may not transfer all or any part of the Pledged Collateral without the prior written consent of Pledgor.

     11. Upon the transfer of all or any part of the indebtedness, Pledgee may transfer all or any part of (a) the security interest granted herein to the Pledged Collateral and (b) the Pledged Collateral, and shall be fully discharged thereafter from all liability and responsibility with respect to such Pledged Collateral so transferred, and the transferee shall be vested with all the rights and powers of Pledgee hereunder with respect to such Pledged Collateral so transferred, but with respect to any Pledged Collateral not so transferred Pledgee shall retain all rights and powers hereby given.

     12. Until all indebtedness shall have been paid in full the power of sale and all other rights, powers and remedies granted to Pledgee hereunder shall continue to exist and may be exercised by Pledgee at any time and from time to time irrespective of the fact that the indebtedness or any part thereof may have become barred by any statute of limitations, or that the personal liability of Pledgor may have ceased.

     13. Pledgee may at any time deliver the Pledged Collateral or any part thereof to Pledgor and the receipt thereof by Pledgor shall be a complete and full acquittance for the Pledged Collateral so delivered, and Pledgee shall thereafter be discharged from any liability or responsibility therefor.

     14. Immediately following the full and complete payment of all the Liabilities, the Pledgee shall deliver to the Pledgor the Pledged Collateral and all instruments of assignment executed in connection therewith, free and clear of the lien hereof, and all of the Pledgor’s obligations hereunder shall at such time terminate.

     15. If any provision of this Pledge Agreement is held to be unenforceable for any reason, it shall be adjusted, if possible, rather than voided in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Pledge Agreement shall be deemed valid and enforceable to the full extent possible.

     16. This Pledge Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Pledge Agreement.

5.

     17. This Pledge Agreement shall be governed by, and construed in accordance with, the laws of the State of California as applied to contracts made and performed entirely within the State of California by residents of such State.

Dated: May 17, 2002

     Pledgor’s spouse acknowledges receiving value in connection with the loan secured by the Collateral, hereby consents to the granting of a security interest in the Collateral, and waives any spousal or other rights he or she may have in the Collateral.

6.