SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: November 21, 2003
(Date of earliest event reported)

APPLIED MOLECULAR EVOLUTION, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-31101	33-0374014
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3520 Dunhill Street, San Diego, California 92121

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 597-4990

TABLE OF CONTENTS


	ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
	ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
INDEX TO EXHIBITS

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

Effective November 21, 2003, Applied Molecular Evolution, Inc. (the “Company”) and EquiServe Trust Company, N.A. (“EquiServe”), amended (“Amendment No. 2”) the Rights Agreement dated as of May 10, 2001 between the Company and EquiServe, as Rights Agent, as amended by Amendment No. 1 dated as of November 4, 2002 (the “Rights Agreement”). The following paragraphs summarize the principal amendments to the Rights Agreement as effectuated by Amendment No. 2. Capitalized terms not defined herein shall have the meanings as set forth in the Rights Agreement.

1. The definition of Acquiring Person was revised to exclude Eli Lilly and Company (“Lilly”), Genesis Merger Sub, Inc. (“Merger Sub”) and any Affiliate or Associate thereof, as a result of (i) the approval, execution and delivery of the Agreement and Plan of Merger by and among Lilly, Merger Sub and the Company dated as of November 21, 2003 (the “Merger Agreement”), (ii) the approval, execution and delivery of the Voting and Support Agreements dated as of November 21, 2003 by and between Lilly and certain stockholders of the Company parties thereto, as amended from time to time (the “Voting and Support Agreements”), (iii) the acquisition of the shares of Common Stock pursuant to the Merger (as defined in the Merger Agreement), (iv) the consummation of any of the transactions contemplated by the Merger Agreement or the Voting and Support Agreements, or (v) the public announcement of any of the foregoing (each such event, an “Exempt Event”).

2. The definitions of Distribution Date and Stock Acquisition Date were revised to provide that in no event shall a Distribution Date or Stock Acquisition Date be deemed to occur as a result of an Exempt Event.

3. Sections 11(a) and 13(a) were revised to provide that such sections would not apply as a result of an Exempt Event.

4. Section 36 was added to provide that the Rights Plan would terminate and the Rights would expire immediately prior to the Effective Time (as defined in the Merger Agreement).

ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.


(C)		Exhibits.

4.1		Rights Agreement dated as of May 10, 2001 between Applied Molecular Evolution, Inc. and EquiServe Trust Company, N.A. which includes as Exhibit B the form of Rights Certificate. Pursuant to the Rights Agreement, Rights Certificates will not be mailed until the earlier of (i) a public announcement that a person or a group of affiliated or associated persons has acquired beneficial ownership of securities representing 15% or more of the outstanding common stock or (ii) ten days after a person or a group of affiliated or associated persons has commenced or announced an intent to commence a tender offer or exchange offer which, upon consummation thereof, would cause such person or group to own beneficially securities representing 15% or more of the outstanding common

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		stock (filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A (File No. 000-31101) and incorporated herein by reference).

4.2		Amendment No. 1 to Rights Agreement dated as of November 4, 2002 between Applied Molecular Evolution, Inc. and EquiServe Trust Company, N.A., as Rights Agent (filed as Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form 8-A (File No. 000-31101) and incorporated herein by reference).

4.3		Amendment No. 2 to Rights Agreement dated as of November 21, 2003 between Applied Molecular Evolution, Inc. and EquiServe Trust Company, N.A., as Rights Agent (filed as Exhibit 4.3 to Amendment No. 2 to the Company’s Registration Statement on Form 8-A (File No. 000-31101) and incorporated herein by reference).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 21, 2003


		APPLIED MOLECULAR EVOLUTION, INC.

		By		/s/ LAWRENCE E. BLOCH

				Lawrence E. Bloch, M.D., J.D.
				Chief Financial Officer and Secretary

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INDEX TO EXHIBITS


Exhibit
Number		Exhibit

4.1		Rights Agreement dated as of May 10, 2001 between Applied Molecular Evolution, Inc. and EquiServe Trust Company, N.A. which includes as Exhibit B the form of Rights Certificate. Pursuant to the Rights Agreement, Rights Certificates will not be mailed until the earlier of (i) a public announcement that a person or a group of affiliated or associated persons has acquired beneficial ownership of securities representing 15% or more of the outstanding common stock or (ii) ten days after a person or a group of affiliated or associated persons has commenced or announced an intent to commence a tender offer or exchange offer which, upon consummation thereof, would cause such person or group to own beneficially securities representing 15% or more of the outstanding common stock (filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A (File No. 000-31101) and incorporated herein by reference).

4.2		Amendment No. 1 to Rights Agreement dated as of November 4, 2002 between Applied Molecular Evolution, Inc. and EquiServe Trust Company, N.A., as Rights Agent (filed as Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form 8-A (File No. 000-31101) and incorporated herein by reference).

4.3		Amendment No. 2 to Rights Agreement dated as of November 21, 2003 between Applied Molecular Evolution, Inc. and EquiServe Trust Company, N.A., as Rights Agent (filed as Exhibit 4.3 to Amendment No. 2 to the Company’s Registration Statement on Form 8-A (File No. 000-31101) and incorporated herein by reference).

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APPLIED MOLECULAR EVOLUTION INC 8-K