Nominating and Governance Committee Charter

PURPOSE

The purpose of the Nominating and Governance Committee (the "Committee") of the Board of Directors (the "Board") of Amylin Pharmaceuticals, Inc. (the "Company") is to (i) administer the process for determining the selection of candidates for the Board; (ii) assess the composition and performance of the Board; (iii) develop and recommend to the Board a set of corporate governance guidelines applicable to the Company; and (iv) oversee and administer the Company's corporate governance functions and compliance matters, on behalf of the Board, to the extent such activities are not delegated to other committees. 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 "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 director). 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 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 twice 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, including the Chief Executive Officer ("CEO") and the General Counsel.

EDUCATION

The Company should assist the Committee by providing educational resources relating to its role and duties and responsibilities, including corporate governance practices, corporate governance rules and requirements, nominating practices and any other material as may be requested by the Committee.

DUTIES AND RESPONSIBILITIES

The following are the duties and responsibilities of the Committee:

1.               Identify, evaluate, review and recommend to the Board qualified candidates to serve on the Board, including existing directors proposed for re-election at stockholder meetings and those candidates recommended by stockholders.

2.               Evaluate at least annually the performance, operations and composition of the Board and the performance and independence of each director.

3.               Recommend any changes considered appropriate in the authority, operations, charter, number or membership of the Board or any committee.

4.               Evaluate the need and, if necessary, develop and institute a plan or program for the continuing education of directors.

5.               Develop a set of corporate governance guidelines applicable to the Company to be adopted by the Board, and periodically review and assess these guidelines and their application and recommend any changes deemed appropriate to the Board for its consideration.

6.               Oversee and review with management and the Board the adequacy of, and monitor compliance with, the Company's Guidelines for Shared Business Conduct and related conduct and ethics policies.

7.               Provide oversight for compliance matters not otherwise delegated to other committees, including quality and regulatory matters, which oversight shall include periodic updates from the Company's Quality Review Board.

8.               Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company's nominating, governance or compliance practices.

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 which must consist of independent directors.

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, the Committee or to the Corporate Governance Guidelines 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.