-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U5u/fLuor1lSPDrom52HJUMmT2Zp4Hp8pwjc0qm57y5g0T4XWMnnuzjjJAwoTZmP VsJofWPZQxx+3+FqiM8MoA== 0001104659-09-048683.txt : 20090810 0001104659-09-048683.hdr.sgml : 20090810 20090810165735 ACCESSION NUMBER: 0001104659-09-048683 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090810 DATE AS OF CHANGE: 20090810 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS IX, LLC GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSPIRE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001040416 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043209022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60379 FILM NUMBER: 091000625 BUSINESS ADDRESS: STREET 1: 4222 EMPEROR BLVD STE 200 CITY: DURHAM STATE: NC ZIP: 27703-8466 BUSINESS PHONE: 9199419777 MAIL ADDRESS: STREET 1: 4222 EMPEROR BLVD STREET 2: STE 200 CITY: DURHAM STATE: NC ZIP: 27703-8466 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity IX, L.P. CENTRAL INDEX KEY: 0001332737 IRS NUMBER: 202976029 FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 a09-21148_1sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

INSPIRE PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

457733103

(CUSIP Number)

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

(212) 878-0600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With copies to:

Steven J. Gartner, Esq.

Mark A. Cognetti, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

August 10, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. – 457733103

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities only) Warburg Pincus Private Equity IX, L.P. 20-2975990

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds WC

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 22,907,488

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 22,907,488

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 22,907,488

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 27.8%

	14	Type of Reporting Person PN

CUSIP No. - 457733103

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities only) Warburg Pincus IX, LLC 20-2528842

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds AF

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 22,907,488

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 22,907,488

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 22,907,488

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 27.8%

	14	Type of Reporting Person OO

CUSIP No. - 457733103

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities only) Warburg Pincus Partners, LLC 13-4069737

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds AF

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 22,907,488

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 22,907,488

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 22,907,488

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 27.8%

	14	Type of Reporting Person OO

CUSIP No. - 457733103

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities only) Warburg Pincus LLC 13-3536050

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds AF

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 22,907,488

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 22,907,488

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 22,907,488

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 27.8%

	14	Type of Reporting Person OO

CUSIP No. - 457733103

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities only) Warburg Pincus & Co. 13-6358475

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds AF

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 22,907,488

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 22,907,488

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 22,907,488

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 27.8%

	14	Type of Reporting Person PN

CUSIP No. - 457733103

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities only) Charles R. Kaye

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds AF

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 22,907,488

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 22,907,488

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 22,907,488

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 27.8%

	14	Type of Reporting Person IN

CUSIP No. - 457733103

	1	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities only) Joseph P. Landy

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds AF

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 22,907,488

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 22,907,488

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 22,907,488

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 27.8%

	14	Type of Reporting Person IN

This Amendment No. 1 to the Schedule 13D (this “Amendment”) amends the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission on July 23, 2007, on behalf of Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP IX”), Warburg Pincus IX, LLC, a New York limited liability company and the sole general partner of WP IX (“WP IX LLC”), Warburg Pincus Partners LLC, a New York limited liability company and the sole member of WP IX LLC (“WPP LLC”), Warburg Pincus LLC, a New York limited liability company that manages WP IX (“WP LLC”), Warburg Pincus & Co., a New York general partnership and the managing member of WPP LLC (“WP”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC (Mr. Kaye, Mr. Landy, WP IX, WP IX LLC, WPP LLC, WP LLC and WP collectively being referred to as the “Warburg Pincus Reporting Persons”).

The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Joint Filing Agreement among the Warburg Pincus Reporting Persons is attached as Exhibit 1 to the Original Schedule 13D.

Capitalized terms used herein which are not defined herein have the meanings ascribed to them in the Original Schedule 13D. References herein to the “Common Stock” are to shares of the common stock, par value $0.001 per share, of Inspire Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On August 10, 2009, in connection with the closing of an underwritten public offering (the “Offering”) of shares of the Common Stock by the Company, WP IX purchased 8,888,888 shares of the Common Stock at the public offering price of $4.50 per share for an aggregate purchase price of $39,999,996. The total amount of funds required to purchase the shares of Common Stock were furnished from the working capital of the Warburg Pincus Reporting Persons. No additional funds were required to purchase the Common Stock reported on this Amendment.

Item 4.

Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended by replacing the first paragraph in its entirety as follows:

The acquisitions of the Company’s securities by the Warburg Pincus Reporting Persons were effected because of the belief that such securities represent an attractive investment. The Warburg Pincus Reporting Persons intend to review their investment in the Company on a continuing basis and will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Common Stock and other securities of the Company, if any, the Company’s financial position, operations, assets, prospects,

strategic direction and business and other developments affecting the Company and its subsidiaries, the Company’s management, Board of Directors, Company-related competitive and strategic matters, conditions in the securities and financial markets, tax considerations, general market, economic and industry conditions, other investment and business opportunities available to the Warburg Pincus Reporting Persons and other factors considered relevant. The Warburg Pincus Reporting Persons may from time to time take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, (i) acquiring additional shares or disposing of some or all of their shares of Common Stock (or other securities of the Company) or engaging in discussions with the Company and its subsidiaries concerning future transactions with the Company and its subsidiaries, including, without limitation, extraordinary corporate transactions and acquisitions or dispositions of shares of capital stock or other securities of the Company or any subsidiary thereof, (ii) changing their current intentions with respect to any or all matters referred to in this Item 4 and (iii) engaging in hedging, derivative or similar transactions with respect to any securities of the Company. Any acquisition or disposition of the Company’s securities may be made by means of open-market purchases or dispositions, privately negotiated transactions, direct acquisitions from or dispositions to the Company or a subsidiary thereof or otherwise.

As part of the Warburg Pincus Reporting Persons’ continuing evaluation of, and preservation of the value of, their investment in the Common Stock or other securities of the Company, the Warburg Pincus Reporting Persons may from time to time engage in discussions with, respond to inquiries from or make proposals to various persons, including, without limitation, the Company’s management, the Board of Directors, existing or potential strategic partners of the Company, other stockholders, industry analysts and other relevant parties concerning matters with respect to the Company and the Warburg Pincus Reporting Persons’ investment in the Common Stock and other securities of the Company, including, without limitation, the business, operations, prospects, governance, management, strategy and the future plans of the Company.

Item 4 of the Original Schedule 13D is hereby amended by inserting the following as the penultimate paragraph:

In connection with the Offering, WP IX, WP IX LLC, WPP LLC, WP and the Company entered into that certain Amendment No. 1 to the Standstill Agreement, dated August 4, 2009 (“Amendment No. 1 to the Standstill”), which is attached hereto as Exhibit 99.6 and incorporated herein by reference. Pursuant to the terms of Amendment No. 1 to the Standstill, the Standstill Period (as defined in the Standstill Agreement) was amended, subject to the closing of the Offering, to provide that the Standstill Period shall mean the period commencing on the date of the Standstill Agreement and ending on August 4, 2012 (the third anniversary of Amendment No. 1 to the Standstill). In addition, pursuant to Amendment No. 1 to the Standstill, WP IX waived its subscription rights under Section 5.4 of the Securities Purchase Agreement with respect to the Offering. Pursuant to Amendment No. 1 to the Standstill, the Company agreed, subject to the closing of the Offering, to reimburse WP IX for up to $500,000 in due diligence and related expenses incurred by WP IX in connection with its investment in the Company. The summary of Amendment No. 1 to the Standstill

in this Amendment is qualified in its entirety by reference to the Amendment No. 1 to the Standstill, which is attached hereto as Exhibit 99.6.

Item 5.

Interest in Securities of the Issuer

Item 5(a), (b) and (c) of the Original Schedule 13D are hereby amended and replaced in their entirety with the following:

(a) As of August 10, 2009, by reason of their respective relationships with the Investors and each other, each of the Warburg Pincus Reporting Persons may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 22,907,488 shares of the Common Stock, which is approximately 27.8% of the outstanding Common Stock, which percentage is based on 56,715,417 shares of the Common Stock which were outstanding as of June 30, 2009 as reported in the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 4, 2009, after giving effect to the 25,555,555 shares of the Common Stock issued by the Company in the Offering, which includes 3,333,332 shares of the Common Stock purchased by the underwriters to cover over-allotments, as reported in the Company’s prospectus filed with the Securities and Exchange Commission on August 5, 2009.

(b) Each of the Warburg Pincus Reporting Persons is deemed to share with WP IX the power to vote or to direct the vote and to dispose or to direct the disposition of 22,907,488 shares of the Common Stock. Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC and may be deemed to control the other Warburg Pincus Reporting Persons. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the other Warburg Pincus Reporting Persons. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission that any reporting person or any of its affiliates is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Exchange Act or for any other purpose.

(c) Except as described in this Amendment, during the last sixty (60) days there were no transactions in the Common Stock effected by the Warburg Pincus Reporting Persons, nor, to the best of their knowledge, any of their general partners, members or directors as set forth on Schedule I to the Original Schedule 13D.

Item 6:

Contracts Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Amendment No. 1 to the Standstill is described in Item 4 above, such summary being incorporated in this Item 6 by reference. The summary of Amendment No. 1 to the Standstill in this Amendment is qualified in its entirety by reference to the Amendment No. 1 to the Standstill, which is attached hereto, as Exhibit 99.6.

In connection with the Offering, WP IX entered into an agreement (the “Lock Up Agreement”) with Deutsche Bank Securities Inc. (“Deutsche Bank”) pursuant to

which WP IX agreed, subject to certain exceptions, that it would not, without the prior written consent of Deutsche Bank, directly or indirectly, (i) offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock or (ii) enter into any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock. The Lock Up Agreement is effective for a period commencing on August 5, 2009 and continuing through the date that is 60 days after the date of the final prospectus relating to the Offering, which time period is subject to extension in the circumstances described in the Lock Up Agreement. The foregoing summary of the Lock Up Agreement is qualified in its entirety by reference to the Lock Up Agreement which is attached hereto as Exhibit 99.7.
Item 7:	Material to be Filed as Exhibits
Exhibit 99.6		Amendment No. 1 to the Standstill Agreement, dated as of August 4, 2009, between Warburg Pincus Private Equity IX, L.P., Warburg Pincus IX LLC, Warburg Pincus Partners, LLC, Warburg Pincus & Co. and Inspire Pharmaceuticals, Inc.
Exhibit 99.7		Lock Up Agreement, dated August 5, 2009, by and between Warburg Pincus Private Equity IX, L.P. and Deutsche Bank Securities Inc.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 10, 2009


	WARBURG PINCUS PRIVATE EQUITY IX, L.P.

	By: Warburg Pincus IX, LLC, its General Partner

	By: Warburg Pincus Partners, LLC, its Sole Member

	By: Warburg Pincus & Co., its Managing Member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


	WARBURG PINCUS IX, LLC

	By: Warburg Pincus Partners, LLC, its Sole Member

	By: Warburg Pincus & Co., its Managing Member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


	WARBURG PINCUS PARTNERS, LLC

	By: Warburg Pincus & Co., its Managing Member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


	WARBURG PINCUS LLC

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Managing Director

	WARBURG PINCUS & CO.

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


	By:	/s/ Scott A. Arenare
		Name: Charles R. Kaye
		By: Scott A. Arenare, Attorney-in-Fact*


	By:	/s/ Scott A. Arenare
		Name: Joseph P. Landy
		By: Scott A. Arenare, Attorney-in-Fact**

* Power of Attorney given by Mr. Kaye was previously filed with the Securities and Exchange Commission on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

** Power of Attorney given by Mr. Landy was previously filed with the Securities and Exchange Commission on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

EX-99.6 2 a09-21148_1ex99d6.htm EX-99.6

EXHIBIT 99.6

WARBURG PINCUS PRIVATE EQUITY IX, L.P.
466 Lexington Avenue
New York, NY 10017

August 4, 2009

Inspire Pharmaceuticals, Inc.

4222 Emperor Boulevard, Suite 200

Durham, North Carolina

Attention: Chief Executive Officer

Re:	Amendment No. 1 to Standstill Agreement

Ladies and Gentlemen:

In connection with the acquisition of shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Inspire Pharmaceuticals, Inc., a Delaware corporation (the “Company”), by Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (the “Purchaser”), in relation to the Company’s public offering of Common Stock pursuant to the Prospectus Supplement dated August 4, 2009 (including any related free writing prospectus and any amendment thereof or supplement thereto dated on or prior to September 30, 2009, and excluding any thereafter) and the related Registration Statement (File No. 333-141169) (the “Public Offering”), the Company and the Purchaser agree as follows:

1. Definitions. For purposes of the Standstill Agreement, dated July 20, 2007, the term “Standstill Period” shall be amended and restated to have the meaning set forth below:

“Standstill Period” shall mean the period commencing on the date of the Standstill Agreement, and ending on the third anniversary of this Amendment No. 1 to Standstill Agreement.

Notwithstanding anything herein to the contrary, if the closing of the Public Offering has not occurred by September 30, 2009, this Section 1 shall be of no further force or effect and the term Standstill Period shall have the meaning set forth in the Standstill Agreement.

2. Waiver of Section 203. The Company represents and warrants to the Purchaser that the Board has heretofore taken all necessary action to approve, and has approved, for purposes of Section 203 of the DGCL (including any successor statute thereto “Section 203”) the Purchaser becoming, together with its affiliates and associates, an “interested stockholder” within the meaning of Section 203 by virtue of the purchase of shares of Common Stock in the Public Offering (the “Waiver”), such that, as of and from the date of the closing of the Public Offering, Section 203 will not be applicable to the Purchaser or any “business combination”

within the meaning of Section 203 that may take place between the Purchaser and/or its affiliates and associates, on the one hand, and the Company, on the other, as a result of its purchase of shares of Common Stock in the Public Offering; provided, however, that such Waiver provides that, it shall no longer be applicable if, subsequent to becoming an “interested stockholder” (as defined in Section 203), the Purchaser no longer has beneficial ownership of 15% or more of the Common Stock as a result of any sale or disposition of beneficial ownership of Common Stock by the Purchaser together with its affiliates and associates.

3. Subscription Right. Each of the parties hereby waives all of its rights pursuant to Section 5.4 of the Securities Purchase Agreement (the “Purchase Agreement”), dated July 17, 2007, between the Purchaser and the Company as they relate to the Public Offering.

4. Expense Reimbursement. Subject to the closing of the Public Offering, the Company hereby agrees to reimburse the Purchaser for up to $500,000 for out-of-pocket due diligence and related expenses incurred by the Purchaser in connection with its investment in the Company, upon submission of reasonable documentation regarding such expenses to the Company.

5. Counterparts. This Amendment No. 1 to Standstill Agreement may be executed in counterparts (including by facsimile), each of which shall be deemed an original.

[The remainder of this page is intentionally left blank.]

Amendment No. 1 to Standstill Agreement

If you are in agreement with the terms set forth above, please sign this Amendment No. 1 to Standstill Agreement in the space provided below and return an executed copy to the undersigned.

Very truly yours,

WARBURG PINCUS PRIVATE EQUITY IX, L.P.

By:		Warburg Pincus IX LLC, its general partner

By:		Warburg Pincus Partners, LLC, its sole member

By:		Warburg Pincus & Co., its managing member


By:			/s/ Scott A. Arenare
Name:			Scott A. Arenare
Title:			Partner

WARBURG PINCUS IX LLC

By:		Warburg Pincus Partners, LLC, its sole member

By:		Warburg Pincus & Co., its managing member

By:			/s/ Scott A. Arenare
Name:			Scott A. Arenare
Title:			Partner

WARBURG PINCUS PARTNERS, LLC

By:	Warburg Pincus & Co., its managing member

By:			/s/ Scott A. Arenare
Name:			Scott A. Arenare
Title:			Partner

WARBURG PINCUS & CO.

By			/s/ Scott A. Arenare
Name:			Scott A. Arenare
Title:			Partner

Amendment No. 1 to Standstill Agreement

Confirmed and Agreed:

INSPIRE PHARMACEUTICALS, INC.


By:	/s/ Joseph M. Spagnardi
Name:	Joseph M. Spagnardi
Title:	Senior Vice President, General Counsel and Secretary

Amendment No. 1 to Standstill Agreement

EX-99.7 3 a09-21148_1ex99d7.htm EX-99.7

EXHIBIT 99.7

August 5, 2009

Inspire Pharmaceuticals, Inc.

4222 Emperor Boulevard, Suite 200

Durham, NC 27703

Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005

Ladies and Gentlemen:

The undersigned understands that Deutsche Bank Securities Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Inspire Pharmaceuticals, Inc. (the “Company”), providing for an offering by the Underwriter of equity securities of the Company (the “Offering”).

To induce the Underwriter to continue its efforts in connection with the Offering, the undersigned agrees that, without the prior written consent of the Underwriter, the undersigned will not, directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of the common stock, par value $0.001, of the Company (the “Common Stock”), (including, without limitation, shares of Common Stock of the Company that may be deemed to be beneficially owned by the undersigned on the date hereof in accordance with the rules and regulations of the Securities and Exchange Commission, shares of Common Stock which may be issued upon exercise of a stock option or warrant and any other security convertible into or exchangeable for Common Stock) or enter into any Hedging Transaction (as defined below) relating to the Common Stock (each of the foregoing referred to as a “Disposition”) during the period specified in the following paragraph (the “Lock-Up Period”). The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other transaction that is designed to or reasonably expected to lead to or result in a Disposition during the Lock-Up Period even if the securities would be disposed of by someone other than the undersigned. “Hedging Transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.

The initial Lock-Up Period will commence on the date hereof and continue until, and include, the date that is 60 days after the date of the final prospectus relating to the Offering (the “Initial Lock-Up Period”); provided, however, that if (1) during the last 17 days of the Initial Lock-Up Period, (A) the Company releases earnings results or (B) material news or a material event relating to the Company

occurs, or (2) prior to the expiration of the Initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period following the last day of the Initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of material news or a material event relating to the Company, as the case may be, unless the Underwriter waives, in writing, such extension.

Notwithstanding the foregoing, the undersigned may (a) transfer shares of Common Stock (i) acquired in open market transactions by the undersigned after the completion of the Offering and (ii) in connection with transactions pursuant to any prearranged trading plan executed in reliance upon Rule 10b5-1 of the Exchange Act provided to the Underwriter prior to the commencement of the Offering, (b) transfer shares of Common Stock or other Company securities if the transfer is (i) by gift, will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iii) by distribution to partners, members or shareholders of the undersigned; provided, however, that in the case of a transfer pursuant to clause (b) above, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the securities subject to the provisions of this Lock-Up Agreement, and (c) exercise any stock options held by the undersigned as of the date hereof. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage, or adoption, not more remote than first cousin.

The undersigned agrees that the Company may, and that the undersigned will cooperate with the Company to, (i) with respect to any shares of Common Stock or other Company securities for which the undersigned is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company and (ii) with respect to any shares of Common Stock or other Company securities for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such securities to cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company.

In addition, the undersigned hereby waives any and all notice requirements and rights with respect to registration of securities pursuant to any agreement, understanding or document otherwise setting forth the terms of any security of the Company held by the undersigned, including any registration rights agreement to which the undersigned and the Company may be party; provided that such waiver shall apply only to the proposed Offering, and any other action taken by the Company in connection with the proposed Offering.

The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement conflict with or are in any way inconsistent with any registration

rights agreement to which the undersigned and the Company may be a party, this Lock-Up Agreement supersedes such registration rights agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Notwithstanding anything herein to the contrary, if the closing of the Offering has not occurred prior to September 30, 2009, this agreement shall be of no further force or effect.

[Signature Page Follows]

	WARBURG PINCUS PRIVATE EQUITY IX, L.P.

	By: Warburg Pincus IX LLC, its General Partner

	By: Warburg Pincus Partners, LLC, its Sole Member

	By: Warburg Pincus & Co., its Managing Member


	Signature:	/s/ Jonathan Leff

	Print Name: Jonathan Leff

	Title: Partner

Lock-Up Agreement Signature Page

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