-----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, Cq7+S/D/g7/rr/IZRnaKswjIdKMu4wNesHCS7Ei2JsAVB1oh8H3YGpniwwC671yg 4j2TXK1J3tyCyFDB/ypZug== 0000928475-09-000035.txt : 20090130 0000928475-09-000035.hdr.sgml : 20090130 20090130171029 ACCESSION NUMBER: 0000928475-09-000035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090130 DATE AS OF CHANGE: 20090130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMYLIN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000881464 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330266089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42168 FILM NUMBER: 09559190 BUSINESS ADDRESS: STREET 1: 9360 TOWNE CENTRE DR STREET 2: SUITE 110 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195522200 MAIL ADDRESS: STREET 1: 9360 TOWNE CENTRE DR STREET 2: SUITE 110 CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 sch13damd3013009.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Amylin Pharmaceuticals, Inc. (Name of Issuer) Common Stock, Par Value $.001 (Title of Class of Securities) 032346108 (CUSIP Number) Marc Weitzen, Esq. Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 30, 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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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). SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON Icahn Partners Master Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 5,231,070 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 5,231,070 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,231,070 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.80% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON Icahn Partners Master Fund II LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 1,932,647 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,932,647 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,932,647 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.40% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON Icahn Partners Master Fund III LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 739,271 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 739,271 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 739,271 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.54% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON Icahn Offshore LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 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 7,902,988 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 7,902,988 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,902,988 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.74% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON Icahn Partners LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 4,223,169 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 4,223,169 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,223,169 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.07% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON Icahn Onshore LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 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 4,223,169 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4,223,169 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,223,169 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.07% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON Icahn Capital LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 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 12,126,157 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 12,126,157 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,126,157 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.81% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON IPH GP LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 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 12,126,157 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 12,126,157 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,126,157 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.81% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON Icahn Enterprises Holdings L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 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 12,126,157 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 12,126,157 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,126,157 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.81% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON Icahn Enterprises G.P. Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 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 12,126,157 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 12,126,157 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,126,157 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.81% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON Beckton Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 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 12,126,157 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 12,126,157 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,126,157 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.81% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D AMENDMENT NO. 3 CUSIP No. 032346108 1 NAME OF REPORTING PERSON Carl C. Icahn 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 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 12,126,157 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 12,126,157 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,126,157 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES// 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.81% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D AMENDMENT NO. 3 Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission ("SEC") by the Reporting Persons on May 22, 2008 (as amended, the "Initial 13D"), as amended by amendment No. 1 and amendment no. 2 thereto, with respect to the shares of Common Stock, par value $.001 (the "Shares"), issued by Amylin Pharmaceuticals, Inc., (the "Issuer"), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. The address of the principal executive offices of the Issuer is 9360 Towne Centre Drive, San Diego, California 92121. Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the 12,126,157 Shares purchased by the Reporting Persons collectively was $306,765,362 (including commissions). The source of funding for the purchase of these Shares was the general working capital of the respective purchasers. The Shares are held by the Reporting Persons in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of the Shares purchased by the Reporting Persons was obtained through margin borrowing. The Shares purchased by the Reporting Persons are maintained in margin accounts that include positions in securities in addition to Shares. As of the close of business on January 28, 2009, the indebtedness of (i) Icahn Partners' margin account was approximately $106,194,058, (ii) Icahn Master's margin account was approximately $205,747,200, (iii) Icahn Master II's margin account was approximately $61,933,751, and (iv) Icahn Master III's margin account was approximately $18,583,919. Item 4. Purpose of Transaction Item 4 is here by amended by the addition of the following: On January 30, 2009, entities affiliated with Mr. Icahn delivered the "Stockholders' Notice of Nomination of Persons for Election as Directors and Other Proposed Business at the 2009 Annual Meeting of Stockholders of the Issuer" (the "Notice"), a copy of which is attached hereto. Such Notice states the intention of Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III to: (i) seek to nominate Dr. Alexander J. Denner, Dr. Thomas F. Deuel, Mr. Jules Haimovitz, Dr. Peter Liebert, and Dr. David Sidransky for election to the Board of Directors at the next annual meeting of stockholders with respect to the Issuer; and (ii) propose a resolution to the stockholders of the Issuer whereby the stockholders request that the Board of Directors of the Issuer promptly initiate and complete the necessary and appropriate process so that the stockholders of the Issuer can choose whether to change the Issuer's jurisdiction of incorporation from Delaware to North Dakota and to become subject to the North Dakota Publicly Traded Corporations Act (the "North Dakota Act"). SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES ON BEHALF OF CARL C. ICAHN, DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ, DR. PETER LIEBERT, DR. DAVID SIDRANSKY, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP., AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF AMYLIN PHARMACEUTICALS, INC, FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE TO STOCKHOLDERS OF AMYLIN PHARMACEUTICALS, INC. FROM THE PARTICIPANTS AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN THIS PROXY SOLICITATION IS CONTAINED IN SCHEDULE 14A FILED BY MR. ICAHN AND CERTAIN OF HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 2009, WHICH DOCUMENT IS AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. Item 5. Interest in Securities of the Issuer Item 5(a) of the Initial 13D is hereby amended and restated to read in its entirety as follows: (a) As of the closing of business on January 29, 2009, the Reporting Persons may be deemed to beneficially own, in the aggregate, 12,126,157 Shares, representing approximately 8.81% of the Issuer's outstanding Shares (based upon the 137,617,353 Shares stated to be outstanding as of October 28, 2008 by the Issuer in the Issuer's Form 10-Q, filed with the Securities and Exchange Commission on November 4, 2008). Item 5(b) of the Initial 13D is hereby amended and restated to read in its entirety as follows: (b) Icahn Master has sole voting power and sole dispositive power with regard to 5,231,070 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 1,932,647 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 739,271 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 4,223,169 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Item 5(c) of the Initial 13D is hereby amended by the addition of the following: (c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices. Name of Date of No. of Shares Purchase Price Per Reporting Transaction Purchased Share (U.S.$) Person - -------------------------------------------------------------------------------- Icahn Partners 1/29/2009 145,314 11.09 - -------------------------------------------------------------------------------- Icahn Master 1/29/2009 49,301 11.09 - -------------------------------------------------------------------------------- Icahn Master II 1/29/2009 365,314 11.09 - -------------------------------------------------------------------------------- Icahn Master III 1/29/2009 140,071 11.09 - -------------------------------------------------------------------------------- Item 7. Materials to Be Filed as Exhibits. Item 7 is hereby amended by addition of the following: 1. Stockholders' Notice of Nomination of Persons for Election as Directors and Other Proposed Business at the 2009 Annual Meeting of Stockholders of the Issuer SIGNATURES After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 30, 2009 ICAHN PARTNERS MASTER FUND LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND II LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND III LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN OFFSHORE LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN ONSHORE LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory [Signature Page of Schedule 13D Amendment No. 3 - Amylin Pharmaceuticals, Inc.] ICAHN CAPITAL LP By: IPH GP LLC, its general partner By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Peter K. Shea ----------------- Name: Peter K. Shea Title: President IPH GP LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Peter K. Shea ----------------- Name: Peter K. Shea Title: President ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Peter K. Shea ----------------- Name: Peter Shea Title: President [Signature Page of Schedule 13D Amendment No. 3 - Amylin Pharmaceuticals, Inc.] ICAHN ENTERPRISES G.P. INC. By: /s/ Peter K. Shea ----------------- Name: Peter K. Shea Title: President BECKTON CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory [Signature Page of Schedule 13D Amendment No. 3 - Amylin Pharmaceuticals, Inc.] Dated: January 30, 2009 /s/ Carl C. Icahn - ----------------- CARL C. ICAHN [Signature Page of Schedule 13D Amendment No. 3 - Amylin Pharmaceuticals, Inc.] EX-99 2 notificationletter.txt ICAHN PARTNERS LP ICAHN PARTNERS MASTER FUND LP ICAHN PARTNERS MASTER FUND II LP ICAHN PARTNERS MASTER FUND III LP c/o Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, NY 10153 January 29, 2009 VIA FEDERAL EXPRESS AND FACSIMILE - --------------------------------- Amylin Pharmaceuticals, Inc. 9360 Towne Centre Drive San Diego, California 92121 Attention: Corporate Secretary Re: Stockholders' Notice of Nomination of Persons for Election as Directors and Other Proposed Business at the 2009 Annual Meeting of Stockholders of Amylin Pharmaceuticals, Inc. (the "Corporation") --------------------------------------------------------------------------- Ladies and Gentlemen: Icahn Partners LP, a Delaware limited partnership ("Icahn Partners"), Icahn Partners Master Fund LP, a Cayman Islands exempted limited partnership ("Icahn Master"), Icahn Partners Master Fund II LP, a Cayman Islands exempted limited partnership ("Icahn Master II") and Icahn Partners Master Fund III LP, a Cayman Islands exempted limited partnership ("Icahn Master III") and collectively with Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders" and each of them a "Record Holder") hereby submit this notice (this "Notice") on the date hereof pursuant to the requirements (the "Bylaw Requirements") set forth in Article III, Section 5 of the Fourth Amended and Restated Bylaws of the Corporation, attached as Exhibit 3.2 to the Form 8-K filed by the Corporation with the U.S. Securities and Exchange Commission (the "SEC") on December 8, 2008 (the "Bylaws") of (i) their intent to nominate the Slate (as defined below) for election as directors of the Corporation at the 2009 annual meeting of stockholders of the Corporation (the "Annual Meeting"), or a special meeting of stockholders of the Corporation called for a similar purpose, and as a separate matter (ii) their intent to propose at the Annual Meeting, or a special meeting of stockholders of the Corporation called for a similar purpose (the "Reincorporation Proposal") a resolution to the stockholders of the Corporation whereby the stockholders request that the Board of Directors of the Corporation promptly initiate and complete the necessary and appropriate process so that the stockholders of the Corporation can choose whether to change the Corporation's jurisdiction of incorporation from Delaware to North Dakota and to become subject to the North Dakota Publicly Traded Corporations Act (the "North Dakota Act"). This Notice is submitted by the Record Holders and on behalf of the Beneficial Owners (as defined in Annex A). The address of Icahn Partners is 767 Fifth Avenue, 47th Floor, New York, NY 10153. The address of Icahn Master is c/o Walkers SPV Limited, P.O. Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman Islands. The address of Icahn Master II is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands. The address of Icahn Master III is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands. (1) Each of Icahn Master, Icahn Master II, Icahn Master III and Icahn Partners is primarily engaged in the business of investing in securities. As of the close of business on January 29, 2009 (i) each of the Record Holders is the record owner of 1000 shares of Common Stock, par value $0.001 per share, of the Corporation (the "Shares"); (ii) Icahn Partners is the direct beneficial owner of 4,223,169 Shares (including the 1000 Shares of which Icahn Partners is the stockholder of record); (iii) Icahn Master is the direct beneficial owner of 5,231,070 Shares (including the 1000 Shares of which Icahn Master is the stockholder of record); (iv) Icahn Master II is the direct beneficial owner of 1,932,647 Shares (including the 1000 Shares of which Icahn Master II is the stockholder of record); and (v) Icahn Master III is the direct beneficial owner of 739,271 Shares (including the 1000 Shares of which Icahn Master III is the stockholder of record), in each case as further described in Annex A. Carl C. Icahn by virtue of his relationship to Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III is deemed to beneficially own (as that term is defined in Rule 13d-3 of the Securities Act of 1933, as amended) the Shares which Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III directly beneficially own, as further described in Annex A. _________________________ (1) Please note that on the stock certificate of Icahn Partners, the address of 767 Fifth Avenue, 47th Floor, New York, New York 10153-0023 is listed as its records address on the books of the Corporation, on the stock certificate of Icahn Master III, the address of c/o Icahn Offshore LP, 767 Fifth Avenue, 47th Floor, New York, New York 10153-0023 is listed as its records address on the books of the Corporation, and the following address is set forth on the stock certificate of each of Icahn Master and Icahn Master II as its record address on the books of the Corporation: c/o Icahn Management LP, 767 Fifth Avenue, 47th Floor, New York, New York 10153-0023. Each Record Holder hereby represents that it intends to appear in person or by proxy at the Annual Meeting to nominate for election as directors of the Corporation the following persons (each, a "Nominee" and collectively, the "Slate"): Dr. Alexander J. Denner Dr. Thomas F. Deuel Mr. Jules Haimovitz Dr. Peter Liebert Dr. David Sidransky As a separate matter, each Record Holder hereby represents that it intends to appear in person or by proxy at the Annual Meeting to propose a resolution to the stockholders of the Corporation whereby the stockholders request that the Board of Directors of the Corporation promptly initiate and complete the necessary and appropriate process so that the stockholders of the Corporation can choose whether to change the Corporation's jurisdiction of incorporation from Delaware to North Dakota and to become subject to the North Dakota Act. The Record Holders' reasons for conducting such business at the Annual Meeting are as follows: The Reincorporation Proposal is a proper matter for stockholder action under the General Corporation Law of Delaware. The Record Holders believe that it is in the best interests of the Corporation's stockholders to change the Corporation's jurisdiction of incorporation from Delaware to North Dakota and for the Corporation to become subject to the North Dakota Act. The Record Holders believe that North Dakota is the most stockholder-friendly jurisdiction in the United States and that being incorporated there and subject to the North Dakota Act would give the stockholders considerably more protection against management entrenchment and would make it easier for third parties to successfully bid for the Corporation. Although there can be no assurances, this could enable stockholders, in some cases, to achieve a premium over market for their shares. The proposal states: "RESOLVED, that the stockholders of the Corporation hereby request the Board of Directors of the Corporation to take all action as is necessary and appropriate to properly initiate and complete the process to change the Corporation's jurisdiction of incorporation from Delaware to North Dakota and to become subject to the North Dakota Publicly Traded Corporations Act." In this Notice: (i) certain information relating to the Record Holders and Beneficial Owner(s) (as defined in Annex A) is set forth in the body of this Notice (including the footnotes hereto) and Annex A; (ii) certain information relating to each Nominee is set forth in the body of this Notice and Annex B; and (iii) the written consent of each Nominee to being named in the proxy statement as a nominee and to serving as a director of the Corporation if elected is attached as Annex C. Each Nominee is also party to an agreement substantially in the form attached hereto as Annex D, pursuant to which the Record Holders have agreed to pay certain fees to such Nominee (other than Dr. Denner) and to indemnify each such Nominee with respect to certain costs incurred by such Nominees in connection with the proxy contest relating to the Annual Meeting (the "Nominee Agreement"). Each Nominee, Record Holder and Beneficial Owner has an interest in the election of directors at the Annual Meeting: (i) directly and/or indirectly through the beneficial ownership (if any) of Shares, as described on the applicable attachment to Annex A and (ii) pursuant to the Nominee Agreement, if applicable, relating to such Nominee and each Record Holder. With respect to each Nominee, other than as disclosed in this Notice, (i) such Nominee is not, nor was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Corporation, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; and (ii) neither such Nominee nor any of such Nominee's associates have any arrangement or understanding with any person with respect to (A) any future employment by the Corporation or its affiliates or (B) any future transactions to which the Corporation or any of its affiliates will or may be a party. With respect to each Record Holder, other than as disclosed in this Notice, (i) such Record Holder is not, nor was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Corporation, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; and (ii) neither such Record Holder nor any of such Record Holder's associates have any arrangement or understanding with any person with respect to (A) any future employment by the Corporation or its affiliates or (B) any future transactions to which the Corporation or any of its affiliates will or may be a party. With respect to each Beneficial Owner, other than as disclosed in this Notice, (i) such Beneficial Owner is not, nor was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Corporation, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; and (ii) neither such Beneficial Owner nor any of such Beneficial Owner's associates have any arrangement or understanding with any person with respect to (A) any future employment by the Corporation or its affiliates or (B) any future transactions to which the Corporation or any of its affiliates will or may be a party. With respect to each Nominee, such Nominee is independent under the independence standards applicable to the Corporation under paragraph (a)(1) of Item 407 of Regulation S-K. The Record Holders, Beneficial Owners and the Nominees have no information to disclose in response to Section 5(b)(C)(iv)-(ix) of the Bylaws except as set forth in this Notice. The Record Holders and the Beneficial Owners intend to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation's voting shares required under applicable law to carry the Reincorporation Proposal and a sufficient number of the holders of the Corporation's voting shares to elect the Slate. In consideration of providing certain investment advisory, administrative and back office services to the Record Holders, Icahn Onshore LP and Icahn Offshore LP, the general partners of the Record Holders (the "General Partners"), receive from the Record Holders on an annual basis (i) special profits interest allocations generally equal to 2.5% of the balance in each of the Record Holders' capital accounts attributable to fee-paying investors and (ii) incentive allocations generally equal to 25% of the net profits generated by fee-paying investors of the Record Holders. Therefore, the amounts received by the General Partners will be affected by the combination of fee-paying assets under management and the investment performance of the Record Holders (including any increase or decrease in the value of shares of the Corporation). The General Partners are owned by Icahn Capital LP, which is a subsidiary of Icahn Enterprises L.P., a New York Stock Exchange listed master limited partnership ("Icahn Enterprises"). Carl C. Icahn is the indirect owner of the general partner of Icahn Enterprises and the indirect holder of approximately 91.2% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises and approximately 86.5% of the preferred units in Icahn Enterprises. In connection with his employment by Mr. Icahn and his affiliated companies, Dr. Denner, among other employees, has a participatory interest in the profits and fees derived by Mr. Icahn and/or his affiliates from the Record Holders. Because only a portion of such profit interests are distributed, Dr. Denner also has capital accounts in the Funds. In the aggregate, Dr. Denner's profit interests and capital accounts in the Funds entitle him to less than 2% of the profits generated by the Funds. The Annexes and all attachments thereto are hereby incorporated into and made a part of this Notice. Accordingly, all matters disclosed in any part of this Notice, including the Annexes and all attachments thereto should be deemed disclosed for all purposes of this Notice. All upper case terms appearing in the Annexes and all attachments thereto that are not defined in such Annexes and attachments shall have the meanings given in the body of this Notice or the Annexes, as applicable. Information is set forth herein as of the close of business on January 29, 2009. Neither the delivery of this Notice nor any delivery by any Record Holder, Beneficial Owner, or Nominee of additional information to the Corporation from and after the date hereof shall be deemed to constitute an admission by any Record Holder, Beneficial Owner, Nominee or any of their respective affiliates (if any) that such delivery is required or that each and every item or any item of information is required or as to the legality or enforceability of any notice requirement or any other matter, or a waiver by any Record Holder, Beneficial Owner, Nominee or any of their respective affiliates (if any) of their right to contest or challenge, in any way, the validity or enforceability of any notice requirement or any other matter (including actions taken by the Board of Directors of the Corporation in anticipation of or following receipt of this Notice). Furthermore, if the Board of Directors of the Corporation increases the number of directors to be nominated and elected at the Annual Meeting, the Record Holders reserve the right to add additional director nominees in respect of each such additional directorship. In the event any statement or other information in this Notice is not true, or to the extent any applicable information has been omitted from this Notice, the Record Holders, Beneficial Owners and Nominees reserve the right to correct and/or supplement any such statement or other information set forth in this Notice. As a courtesy, the Record Holders, Beneficial Owners and Nominees represent that they will notify the Corporation in writing of the class and number of such shares owned of record and beneficially (if any) as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publically disclosed, however, such representation shall not be an admission by any Record Holder, Nominee or Beneficial Owner or any of their respective affiliates of the legality thereof or that such delivery is required. The Record Holders have filed a Schedule 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC relating to the Corporation (the "Filing"). The Filing, all attachments and any amendments thereto and all future amendments thereto, are hereby incorporated into and made a part of this Notice (but only to the extent that the information disclosed therein constitutes information regarding the Record Holders that is required to be set forth in this Notice pursuant to the Bylaw Requirements). Accordingly, all such matters disclosed in any part of the Filing, including all attachments thereto, should be deemed disclosed for all purposes of this Notice. The Filing, a copy of which was previously delivered to the Corporation pursuant to Rule 13d-7 under the Exchange Act, is available at no charge at the SEC's website at http://www.sec.gov. If the Corporation requests additional copies of the Filing, the Record Holders will provide them and original signed questionnaires and/or consents shall be provided upon request by the Corporation. [Signature page follows] ICAHN PARTNERS LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND II LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND III LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory [Signature page to Stockholders' Notice of Intent to Nominate Persons for Election as Directors and Other Proposed Business at the 2009 Annual Meeting of Stockholders of Amylin Pharmaceuticals, Inc.] ANNEX A CERTAIN INFORMATION ABOUT BENEFICIAL OWNERSHIP ---------------------------------------------- NAME: Carl C. Icahn AGE: 72 BUSINESS c/o Icahn Capital LP ADDRESS: 767 Fifth Avenue, 47th Floor New York, NY 10153 RESIDENCE 15 West 53rd Street, Penthouse B&C ADDRESS: New York, NY 10019 PRINCIPAL OCCUPATION See below OR EMPLOYMENT: Mr. Icahn has an interest in the election of directors at the Annual Meeting indirectly through the beneficial ownership of securities, as described below. Carl C. Icahn has served as chairman of the board and a director of Starfire Holding Corporation ("Starfire"), a privately-held holding company, and chairman of the board and a director of various subsidiaries of Starfire, since 1984. Since August 2007, through his position as Chief Executive Officer of Icahn Capital LP, a wholly-owned subsidiary of Icahn Enterprises L.P. ("Icahn Enterprises"), and certain related entities, Mr. Icahn's principal occupation is managing private investment funds, including Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, and Icahn Partners Master Fund III LP. Prior to August 2007, Mr. Icahn conducted this occupation through his entities CCI Onshore Corp. and CCI Offshore Corp., since November 2004. Since November 1990, Mr. Icahn has been chairman of the board of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises. Icahn Enterprises is a diversified holding company engaged in a variety of businesses, including investment management, metals, real estate, and home fashion. Mr. Icahn was chairman of the board and president of Icahn & Co., Inc., a registered broker-dealer and a member of the National Association of Securities Dealers, from 1968 to 2005. Mr. Icahn has served as chairman of the board and as a director of American Railcar Industries, Inc., a company that is primarily engaged in the business of manufacturing covered hopper and tank railcars, since 1994. From October 1998 through May 2004, Mr. Icahn was the president and a director of Stratosphere Corporation, the owner and operator of the Stratosphere Hotel and Casino in Las Vegas, which, until February 2008, was a subsidiary of Icahn Enterprises. From September 2000 to February 2007, Mr. Icahn served as the chairman of the board of GB Holdings, Inc., which owned an interest in Atlantic Coast Holdings, Inc., the owner and operator of The Sands casino in Atlantic City until November 2006. From September 2006 to November 2008, Mr. Icahn was a director of ImClone Systems Incorporated ("ImClone"), a biopharmaceutical company, and from October 2006 to November 2008, he was the chairman of the board of ImClone. Mr. Icahn has been chairman of the board and a director of XO Holdings, Inc., a telecommunications services provider, since February 2006, and of its predecessor from January 2003 to February 2006. Mr. Icahn has served as a Director of Cadus Corporation, a company engaged in the ownership and licensing of yeast-based drug discovery technologies since July 1993. In May 2005, Mr. Icahn became a director of Blockbuster Inc., a provider of in-home movie rental and game entertainment. In October 2005, Mr. Icahn became a director of WestPoint International, Inc., a manufacturer of bed and bath home fashion products. In August 2007, Mr. Icahn became a director of WCI Communities, Inc. ("WCI"), a homebuilding company, and since September 2007, has been the chairman of the board of WCI. In December 2007, Mr. Icahn became a director of Federal-Mogul Corporation ("Federal-Mogul"), a supplier of automotive products, and since January 2008, has been the chairman of the board of Federal-Mogul. In April, 2008, Mr. Icahn became a director of Motricity, Inc., a company that provides mobile content services and solutions. In August, 2008, Mr. Icahn became a director of Yahoo! Inc., a company that provides Internet services to users, advertisers, publishers, and developers worldwide. Mr. Icahn received his B.A. from Princeton University. BENEFICIAL OWNERSHIP OF SECURITIES OF THE CORPORATION AS OF THE DATE OF THIS NOTICE: (1) Title of (2) Name of (3) Amount and (4) Percent of Class Beneficial Nature of Class (3) Owner (2) Beneficial Ownership - ------------------- -------------------- ------------------- ------------------- Common Stock, par Icahn Partners 4,223,169 3.07% value $0.001 per share - ------------------- -------------------- ------------------- ------------------- Common Stock, par Icahn Master 5,231,070 3.80% value $0.001 per share - ------------------- -------------------- ------------------- ------------------- Common Stock, par Icahn Master II 1,932,647 1.40% value $0.001 per share - ------------------- -------------------- ------------------- ------------------- Common Stock, par Icahn Master III 739,271 0.54% value $0.001 per share - ------------------- -------------------- ------------------- ------------------- _________________________ (2) Please note that each Record Holder listed in this table is, as of the date of this Notice, the direct beneficial owner of the Shares set forth under the heading "(3) Amount of Beneficial Ownership" and that indirect beneficial ownership of Shares is described below in the text of this Annex A under the heading "Description of Beneficial Ownership." (3) Please note that percentages of ownership set forth in this column were calculated based on the amount of Shares stated to be outstanding as October 28, 2008 by the Corporation in the Corporation's Form 10-Q filed for the quarterly period ended September 30, 2008. DESCRIPTION OF BENEFICIAL OWNERSHIP AND BENEFICIAL OWNERS Beckton Corp., a Delaware corporation ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc., a Delaware corporation ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P., a Delaware limited partnership ("Icahn Holdings"). Icahn Holdings is the sole member of IPH GP LLC, a Delaware limited liability company ("IPH"), which is the general partner of Icahn Capital L.P., a Delaware limited partnership ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP, a Delaware limited partnership ("Icahn Onshore") and Icahn Offshore LP, a Delaware limited partnership ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Beckton is 100 percent owned by Carl C. Icahn ("Mr. Icahn," and collectively with Beckton, Icahn Enterprises GP, Icahn Holdings, IPH, Icahn Capital, Icahn Onshore, Icahn Offshore, the "Beneficial Owners" and each of them a "Beneficial Owner." As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the Record Holders. The principal business address of each of (i) Icahn Offshore, Icahn Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601 and (ii) Mr. Icahn is c/o Icahn Capital LP., 767 Fifth Avenue, 47th Floor, New York, NY 10153. Icahn Offshore is primarily engaged in the business of serving as the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Icahn Onshore is primarily engaged in the business of serving as the general partner of Icahn Partners. Icahn Capital is primarily engaged in the business of serving as the general partner of each of Icahn Offshore and Icahn Onshore. IPH is primarily engaged in the business of serving as the general partner of Icahn Capital. Icahn Holdings is primarily engaged in the business of holding direct or indirect interests in various operating businesses. Icahn Enterprises GP is primarily engaged in the business of serving as the general partner of each of Icahn Enterprises and Icahn Holdings. Beckton is primarily engaged in the business of holding the capital stock of Icahn Enterprises GP. The Record Holders and Carl C. Icahn may be deemed to beneficially own, in the aggregate, 12,126,157 shares, representing approximately 8.81% of the Corporation's outstanding Shares (based upon the 137,617,353 Shares stated to be outstanding as of October 28, 2008 by the Corporation in the Corporation's Form 10Q filed for the quarterly period ended September 30, 2008). Icahn Partners has sole voting power and sole dispositive power with regard to 4,223,169 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 5,231,070 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 1,932,647 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 739,271 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own the 4,223,169 Shares which Icahn Partners directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, may be deemed to indirectly beneficially own the 7,902,988 Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially own. TWO YEARS SUMMARY TABLE: The following table indicates the date of each purchase and sale of Shares, as well as the exercise of any call options, by Mr. Icahn and his affiliates within the past two years, and the number of shares in each such purchase and sale or call option exercise. SHARES PURCHASED/ (SOLD) AND CALL NAME DATE OPTIONS EXERCISED - ---- ---- ----------------- High River Limited Partnership 7/25/2007 100,000 High River Limited Partnership 7/26/2007 40,120 High River Limited Partnership 7/27/2007 98,480 High River Limited Partnership 7/30/2007 46,260 High River Limited Partnership 7/31/2007 66,620 High River Limited Partnership 8/1/2007 23,160 High River Limited Partnership 8/2/2007 8,940 High River Limited Partnership 8/30/2007 (23,422) High River Limited Partnership 8/31/2007 (29,169) High River Limited Partnership 9/4/2007 (44,070) High River Limited Partnership 9/5/2007 (3,339) High River Limited Partnership 9/5/2007 (40,120) High River Limited Partnership 9/5/2007 (30,701) High River Limited Partnership 9/6/2007 (45,040) High River Limited Partnership 9/10/2007 (22,739) High River Limited Partnership 9/10/2007 (4,661) High River Limited Partnership 9/11/2007 (11,860) High River Limited Partnership 9/12/2007 (9,640) High River Limited Partnership 9/14/2007 (20,099) High River Limited Partnership 9/14/2007 (31,901) High River Limited Partnership 9/19/2007 (34,719) High River Limited Partnership 9/19/2007 (23,160) High River Limited Partnership 9/19/2007 (2,648) High River Limited Partnership 9/20/2007 (440) High River Limited Partnership 9/21/2007 (5,852) Icahn Partners LP 7/25/2007 128,314 Icahn Partners LP 7/26/2007 51,480 Icahn Partners LP 7/27/2007 126,375 Icahn Partners LP 7/30/2007 59,360 Icahn Partners LP 7/31/2007 85,487 Icahn Partners LP 8/1/2007 30,678 Icahn Partners LP 8/2/2007 11,494 Icahn Partners LP 8/30/2007 (30,061) Icahn Partners LP 8/31/2007 (37,509) Icahn Partners LP 9/4/2007 (31,854) Icahn Partners LP 9/5/2007 (28,890) Icahn Partners LP 9/5/2007 (51,480) Icahn Partners LP 9/5/2007 (21,408) Icahn Partners LP 9/6/2007 (61,836) Icahn Partners LP 9/10/2007 (37,599) Icahn Partners LP 9/11/2007 (5,532) Icahn Partners LP 9/11/2007 (10,743) Icahn Partners LP 9/12/2007 (13,229) Icahn Partners LP 9/14/2007 (35,388) Icahn Partners LP 9/14/2007 (35,962) Icahn Partners LP 9/19/2007 (49,525) Icahn Partners LP 9/19/2007 (30,678) Icahn Partners LP 9/19/2007 (2,861) Icahn Partners LP 9/20/2007 (604) Icahn Partners LP 9/21/2007 (8,029) Icahn Partners LP 1/31/2008 78,865 Icahn Partners LP 2/1/2008 93,018 Icahn Partners LP 2/6/2008 47,847 Icahn Partners LP 2/6/2008 1,000 Icahn Partners LP 2/7/2008 139,515 Icahn Partners LP 2/8/2008 105,839 Icahn Partners LP 2/11/2008 18,701 Icahn Partners LP 2/12/2008 279,088 Icahn Partners LP 2/13/2008 20,644 Icahn Partners LP 2/14/2008 74,798 Icahn Partners LP 2/15/2008 139,401 Icahn Partners LP 2/19/2008 127,271 Icahn Partners LP 2/20/2008 74,798 Icahn Partners LP 2/21/2008 59,838 Icahn Partners LP 2/22/2008 75,398 Icahn Partners LP 2/25/2008 44,958 Icahn Partners LP 2/27/2008 261,809 Icahn Partners LP 2/28/2008 74,802 Icahn Partners LP 2/29/2008 88,492 Icahn Partners LP 3/3/2008 127,470 Icahn Partners LP 3/4/2008 104,261 Icahn Partners LP 3/5/2008 128,713 Icahn Partners LP 3/6/2008 113,739 Icahn Partners LP 3/10/2008 122,505 Icahn Partners LP 3/11/2008 56,870 Icahn Partners LP 3/13/2008 36,598 Icahn Partners LP 9/9/2008 37,584 Icahn Partners LP 9/11/2008 888,670(4) Icahn Partners LP 9/11/2008 358,423(5) Icahn Partners LP 9/25/2008 57,919 Icahn Partners LP 9/26/2008 141,749 Icahn Partners LP 9/29/2008 37,599 Icahn Partners LP 9/30/2008 11,906 Icahn Partners LP 10/3/2008 47,767 Icahn Partners LP 1/29/2009 145,314 Icahn Partners Master Fund LP 7/25/2007 187,201 Icahn Partners Master Fund LP 7/26/2007 75,105 Icahn Partners Master Fund LP 7/27/2007 184,357 Icahn Partners Master Fund LP 7/30/2007 86,600 Icahn Partners Master Fund LP 7/31/2007 124,713 Icahn Partners Master Fund LP 8/1/2007 41,253 Icahn Partners Master Fund LP 8/2/2007 16,685 Icahn Partners Master Fund LP 8/30/2007 (43,783) Icahn Partners Master Fund LP 8/31/2007 (54,438) Icahn Partners Master Fund LP 9/4/2007 (88,980) Icahn Partners Master Fund LP 9/4/2007 (10,409) Icahn Partners Master Fund LP 9/5/2007 (64,696) Icahn Partners Master Fund LP 9/5/2007 (69,270) Icahn Partners Master Fund LP 9/6/2007 (81,361) Icahn Partners Master Fund LP 9/10/2007 (33,726) Icahn Partners Master Fund LP 9/10/2007 (15,771) Icahn Partners Master Fund LP 9/11/2007 (21,424) Icahn Partners Master Fund LP 9/12/2007 (17,415) Icahn Partners Master Fund LP 9/14/2007 (31,990) Icahn Partners Master Fund LP 9/14/2007 (61,964) Icahn Partners Master Fund LP 9/19/2007 (62,749) Icahn Partners Master Fund LP 9/19/2007 (41,253) Icahn Partners Master Fund LP 9/19/2007 (5,324) Icahn Partners Master Fund LP 9/20/2007 (794) Icahn Partners Master Fund LP 9/21/2007 (10,567) Icahn Partners Master Fund LP 1/31/2008 91,252 Icahn Partners Master Fund LP 2/1/2008 109,421 Icahn Partners Master Fund LP 2/6/2008 56,565 Icahn Partners Master Fund LP 2/6/2008 1,000 Icahn Partners Master Fund LP 2/7/2008 163,220 Icahn Partners Master Fund LP 2/8/2008 123,826 Icahn Partners Master Fund LP 2/11/2008 21,876 Icahn Partners Master Fund LP 2/12/2008 326,512 Icahn Partners Master Fund LP 2/13/2008 24,153 Icahn Partners Master Fund LP 2/14/2008 87,509 Icahn Partners Master Fund LP 2/15/2008 163,089 Icahn Partners Master Fund LP 2/19/2008 148,895 Icahn Partners Master Fund LP 2/20/2008 87,508 Icahn Partners Master Fund LP 2/21/2008 70,006 Icahn Partners Master Fund LP 2/22/2008 88,210 Icahn Partners Master Fund LP 2/25/2008 52,465 Icahn Partners Master Fund LP 2/27/2008 306,273 Icahn Partners Master Fund LP 2/28/2008 87,506 Icahn Partners Master Fund LP 2/29/2008 103,521 Icahn Partners Master Fund LP 3/3/2008 76,164 Icahn Partners Master Fund LP 3/4/2008 118,033 Icahn Partners Master Fund LP 3/5/2008 145,718 Icahn Partners Master Fund LP 3/6/2008 128,762 Icahn Partners Master Fund LP 9/9/2008 43,023 Icahn Partners Master Fund LP 9/11/2008 1,027,533(6) Icahn Partners Master Fund LP 9/11/2008 431,466(7) Icahn Partners Master Fund LP 9/11/2008 244,502(8) Icahn Partners Master Fund LP 9/25/2008 63,488 Icahn Partners Master Fund LP 9/26/2008 162,155 Icahn Partners Master Fund LP 9/29/2008 43,012 Icahn Partners Master Fund LP 9/30/2008 13,621 Icahn Partners Master Fund LP 10/1/2008 23,123 Icahn Partners Master Fund LP 10/3/2008 70,374 Icahn Partners Master Fund LP 11/6/2008 115,198 Icahn Partners Master Fund LP 11/7/2008 362,790 Icahn Partners Master Fund LP 1/29/2009 49,301 Icahn Partners Master Fund II L.P. 7/25/2007 61,247 Icahn Partners Master Fund II L.P. 7/26/2007 24,573 Icahn Partners Master Fund II L.P. 7/27/2007 60,308 Icahn Partners Master Fund II L.P. 7/30/2007 28,331 Icahn Partners Master Fund II L.P. 7/31/2007 40,802 Icahn Partners Master Fund II L.P. 8/1/2007 15,176 Icahn Partners Master Fund II L.P. 8/2/2007 5,500 Icahn Partners Master Fund II L.P. 8/30/2007 (14,404) Icahn Partners Master Fund II L.P. 8/31/2007 (17,941) Icahn Partners Master Fund II L.P. 9/4/2007 (28,902) Icahn Partners Master Fund II L.P. 9/4/2007 (3,768) Icahn Partners Master Fund II L.P. 9/5/2007 (20,805) Icahn Partners Master Fund II L.P. 9/5/2007 (23,373) Icahn Partners Master Fund II L.P. 9/6/2007 (26,810) Icahn Partners Master Fund II L.P. 9/10/2007 (10,125) Icahn Partners Master Fund II L.P. 9/10/2007 (6,201) Icahn Partners Master Fund II L.P. 9/11/2007 (7,068) Icahn Partners Master Fund II L.P. 9/12/2007 (5,743) Icahn Partners Master Fund II L.P. 9/14/2007 (9,319) Icahn Partners Master Fund II L.P. 9/14/2007 (21,653) Icahn Partners Master Fund II L.P. 9/19/2007 (19,149) Icahn Partners Master Fund II L.P. 9/19/2007 (15,176) Icahn Partners Master Fund II L.P. 9/19/2007 (1,750) Icahn Partners Master Fund II L.P. 9/20/2007 (263) Icahn Partners Master Fund II L.P. 9/21/2007 (3,487) Icahn Partners Master Fund II L.P. 1/31/2008 28,921 Icahn Partners Master Fund II L.P. 2/1/2008 33,747 Icahn Partners Master Fund II L.P. 2/6/2008 16,971 Icahn Partners Master Fund II L.P. 2/6/2008 1,000 Icahn Partners Master Fund II L.P. 2/7/2008 50,969 Icahn Partners Master Fund II L.P. 2/8/2008 38,665 Icahn Partners Master Fund II L.P. 2/11/2008 6,831 Icahn Partners Master Fund II L.P. 2/12/2008 101,959 Icahn Partners Master Fund II L.P. 2/13/2008 7,542 Icahn Partners Master Fund II L.P. 2/14/2008 27,326 Icahn Partners Master Fund II L.P. 2/15/2008 50,927 Icahn Partners Master Fund II L.P. 2/19/2008 46,495 Icahn Partners Master Fund II L.P. 2/20/2008 27,326 Icahn Partners Master Fund II L.P. 2/21/2008 21,861 Icahn Partners Master Fund II L.P. 2/22/2008 27,545 Icahn Partners Master Fund II L.P. 2/25/2008 16,370 Icahn Partners Master Fund II L.P. 2/27/2008 95,636 Icahn Partners Master Fund II L.P. 2/28/2008 27,324 Icahn Partners Master Fund II L.P. 2/29/2008 32,325 Icahn Partners Master Fund II L.P. 3/3/2008 48,284 Icahn Partners Master Fund II L.P. 3/4/2008 38,177 Icahn Partners Master Fund II L.P. 3/5/2008 47,132 Icahn Partners Master Fund II L.P. 3/6/2008 41,649 Icahn Partners Master Fund II L.P. 3/10/2008 44,859 Icahn Partners Master Fund II L.P. 3/11/2008 20,824 Icahn Partners Master Fund II L.P. 3/13/2008 13,401 Icahn Partners Master Fund II L.P. 5/12/2008 36,399 Icahn Partners Master Fund II L.P. 5/13/2008 86,327 Icahn Partners Master Fund II L.P. 5/14/2008 67,854 Icahn Partners Master Fund II L.P. 5/15/2008 79,781 Icahn Partners Master Fund II L.P. 5/21/2008 40,431 Icahn Partners Master Fund II L.P. 5/22/2008 13,819 Icahn Partners Master Fund II L.P. 9/9/2008 14,052 Icahn Partners Master Fund II L.P. 9/11/2008 8,769(9) Icahn Partners Master Fund II L.P. 9/11/2008 152,160(10) Icahn Partners Master Fund II L.P. 9/25/2008 20,703 Icahn Partners Master Fund II L.P. 9/26/2008 52,964 Icahn Partners Master Fund II L.P. 9/29/2008 14,048 Icahn Partners Master Fund II L.P. 9/30/2008 4,449 Icahn Partners Master Fund II L.P. 10/1/2008 13,413 Icahn Partners Master Fund II L.P. 10/3/2008 23,076 Icahn Partners Master Fund II L.P. 11/7/2008 25,022 Icahn Partners Master Fund II L.P. 1/29/2009 365,314 Icahn Partners Master Fund III L.P 7/25/2007 23,238 Icahn Partners Master Fund III L.P 7/26/2007 9,322 Icahn Partners Master Fund III L.P 7/27/2007 22,880 Icahn Partners Master Fund III L.P 7/30/2007 10,749 Icahn Partners Master Fund III L.P 7/31/2007 15,478 Icahn Partners Master Fund III L.P 8/1/2007 5,533 Icahn Partners Master Fund III L.P 8/2/2007 2,081 Icahn Partners Master Fund III L.P 8/30/2007 (5,440) Icahn Partners Master Fund III L.P 8/31/2007 (6,790) Icahn Partners Master Fund III L.P 9/4/2007 (11,008) Icahn Partners Master Fund III L.P 9/4/2007 (1,362) Icahn Partners Master Fund III L.P 9/5/2007 (7,960) Icahn Partners Master Fund III L.P 9/5/2007 (8,758) Icahn Partners Master Fund III L.P 9/6/2007 (10,153) Icahn Partners Master Fund III L.P 9/10/2007 (3,969) Icahn Partners Master Fund III L.P 9/10/2007 (2,209) Icahn Partners Master Fund III L.P 9/11/2007 (2,673) Icahn Partners Master Fund III L.P 9/12/2007 (2,173) Icahn Partners Master Fund III L.P 9/14/2007 (3,694) Icahn Partners Master Fund III L.P 9/14/2007 (8,030) Icahn Partners Master Fund III L.P 9/19/2007 (7,448) Icahn Partners Master Fund III L.P 9/19/2007 (5,533) Icahn Partners Master Fund III L.P 9/19/2007 (663) Icahn Partners Master Fund III L.P 9/20/2007 (99) Icahn Partners Master Fund III L.P 9/21/2007 (1,319) Icahn Partners Master Fund III L.P. 1/31/2008 10,962 Icahn Partners Master Fund III L.P. 2/1/2008 12,814 Icahn Partners Master Fund III L.P. 2/6/2008 5,817 Icahn Partners Master Fund III L.P. 2/6/2008 1,000 Icahn Partners Master Fund III L.P. 2/7/2008 19,336 Icahn Partners Master Fund III L.P. 2/8/2008 14,670 Icahn Partners Master Fund III L.P. 2/11/2008 2,592 Icahn Partners Master Fund III L.P. 2/12/2008 38,681 Icahn Partners Master Fund III L.P. 2/13/2008 2,861 Icahn Partners Master Fund III L.P. 2/14/2008 10,367 Icahn Partners Master Fund III L.P. 2/15/2008 19,321 Icahn Partners Master Fund III L.P. 2/19/2008 17,639 Icahn Partners Master Fund III L.P. 2/20/2008 10,368 Icahn Partners Master Fund III L.P. 2/21/2008 8,295 Icahn Partners Master Fund III L.P. 2/22/2008 10,447 Icahn Partners Master Fund III L.P. 2/25/2008 6,207 Icahn Partners Master Fund III L.P. 2/27/2008 36,282 Icahn Partners Master Fund III L.P. 2/28/2008 10,368 Icahn Partners Master Fund III L.P. 2/29/2008 12,262 Icahn Partners Master Fund III L.P. 3/3/2008 19,164 Icahn Partners Master Fund III L.P. 3/4/2008 14,529 Icahn Partners Master Fund III L.P. 3/5/2008 17,937 Icahn Partners Master Fund III L.P. 3/6/2008 15,850 Icahn Partners Master Fund III L.P. 3/10/2008 17,072 Icahn Partners Master Fund III L.P. 3/11/2008 7,924 Icahn Partners Master Fund III L.P. 3/13/2008 5,100 Icahn Partners Master Fund III L.P. 5/12/2008 13,835 Icahn Partners Master Fund III L.P. 5/13/2008 32,813 Icahn Partners Master Fund III L.P. 5/14/2008 25,794 Icahn Partners Master Fund III L.P. 5/15/2008 30,324 Icahn Partners Master Fund III L.P. 5/21/2008 15,228 Icahn Partners Master Fund III L.P. 5/22/2008 5,391 Icahn Partners Master Fund III L.P. 9/9/2008 5,341 Icahn Partners Master Fund III L.P. 9/11/2008 2,796(11) Icahn Partners Master Fund III L.P. 9/11/2008 57,951(12) Icahn Partners Master Fund III L.P. 9/25/2008 7,890 Icahn Partners Master Fund III L.P. 9/26/2008 20,132 Icahn Partners Master Fund III L.P. 9/29/2008 5,341 Icahn Partners Master Fund III L.P. 9/30/2008 1,691 Icahn Partners Master Fund III L.P. 10/1/2008 5,837 Icahn Partners Master Fund III L.P. 10/3/2008 8,783 Icahn Partners Master Fund III L.P. 11/7/2008 12,188 Icahn Partners Master Fund III L.P. 1/29/2009 140,071 _________________________ (4) The Record Holder acquired these Shares upon exercise of call options as described on Attachment I-A to this Annex A. (5) The Record Holder acquired these Shares upon exercise of call options as described on Attachment I-B to this Annex A. (6) The Record Holder acquired these Shares upon exercise of call options as described on Attachment I-A to this Annex A. (7) The Record Holder acquired these Shares upon exercise of call options as described on Attachment I-B to this Annex A. (8) The Record Holder acquired these Shares upon exercise of call options as described on Attachment I-C to this Annex A. (9) The Record Holder acquired these Shares upon exercise of call options as described on Attachment I-A to this Annex A. (10) The Record Holder acquired these Shares upon exercise of call options as described on Attachment I-B to this Annex A. (11) The Record Holder acquired these Shares upon exercise of call options as described on Attachment I-A to this Annex A. (12) The Record Holder acquired these Shares upon exercise of call options as described on Attachment I-B to this Annex A. Shares purchased by each of the Record Holders are maintained in margin accounts that include positions in securities in addition to the Shares. As of January 28, 2009, the indebtedness of the margin account of each of Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III was approximately $106,194,058, $205,747,200, $61,933,751, and $18,583,919, respectively. ANNEX A ATTACHMENT 1-A The following are American call options purchased by the Record Holders, which were written by Merrill Lynch International with a $22.50 strike price and an expiration date of March 10, 2010, and which provide for physical settlement. These are further described in the chart set forth below. On September 11, 2008, the Record Holders exercised all of the call options described in the chart below. NUMBER OF SHARES SUBJECT NAME DATE TO OPTION PREMIUM - ---- ---- --------- ------- Icahn Partners LP 5/12/2008 98,799 680,665.83 Icahn Partners LP 5/12/2008 7,565 51,729.47 Icahn Partners LP 5/13/2008 234,322 1,562,646.55 Icahn Partners LP 5/14/2008 184,122 1,307,487.15 Icahn Partners LP 5/15/2008 216,614 1,705,965.22 Icahn Partners LP 5/21/2008 109,365 910,113.66 Icahn Partners LP 5/22/2008 37,883 317,648.96 Icahn Partners Master 5/12/2008 112,467 774,830.15 Fund LP Icahn Partners Master 5/12/2008 24,534 167,763.49 Fund LP Icahn Partners Master 5/13/2008 266,738 1,778,822.37 Fund LP Icahn Partners Master 5/14/2008 209,729 1,489,327.57 Fund LP Icahn Partners Master 5/15/2008 246,446 1,940,910.12 Fund LP Icahn Partners Master 5/21/2008 124,712 1,037,828.32 Fund LP Icahn Partners Master 5/22/2008 42,907 359,775.20 Fund LP Icahn Partners Master 5/12/2008 8,769 59,962.42 Fund II L.P. Icahn Partners Master 5/12/2008 2,796 19,119.05 Fund III, L.P. ANNEX A ATTACHMENT 1-B The following are American call options purchased by the Record Holders, which were written by Merrill Lynch International with a $14.25 strike price and an expiration date of September 7, 2010, and which provide for physical settlement. These are further described in the chart set forth below. On September 11, 2008, the Record Holders exercised all of the call options described in the chart below. NUMBER OF SHARES SUBJECT NAME DATE TO OPTION PREMIUM - ---- ---- --------- ------- Icahn Partners LP 9/2/2008 302,048 2,254,697.71 Icahn Partners LP 9/3/2008 56,375 418,477.26 Icahn Partners Master 9/2/2008 366,932 2,739,037.30 Fund LP Icahn Partners Master 9/3/2008 64,534 479,042.34 Fund LP Icahn Partners Master 9/2/2008 131,081 978,480.34 Fund II L.P. Icahn Partners Master 9/3/2008 21,079 156,471.52 Fund II L.P. Icahn Partners Master 9/2/2008 49,939 372,779.65 Fund III L.P. Icahn Partners Master 9/3/2008 8,012 59,473.88 Fund III L.P. ANNEX A ATTACHMENT 1-C The following are American call options purchased by the Record Holders, which were written by UBS AG with a $16.15 strike price and an expiration date of September 7, 2010, and which provide for physical settlement. These are further described in the chart set forth below. On September 11, 2008, the Record Holders exercised all of the call options described in the chart below. NUMBER OF SHARES SUBJECT NAME DATE TO OPTION PREMIUM - ---- ---- --------- ------- Icahn Partners Master 3/10/2008 138,688 1,164,798.91 Fund LP Icahn Partners Master 3/11/2008 64,382 517,792.23 Fund LP Icahn Partners Master 3/13/2008 41,432 359,563.47 Fund LP ANNEX A ATTACHMENT 1-D The following are European put options bought by the Record Holders, which were written by Merrill Lynch International and have a $22.50 strike price and an expiration date of March 10, 2010, and provide for cash settlement only and are further described in the chart set forth below. On September 11, 2008, the Record Holders exercised all of the call options described in Annex A Attachment 1-A, and upon exercise of the call options, all of the put options described below expired pursuant to their terms. NAME DATE QUANTITY PREMIUM - ---- ---- -------- ------- Icahn Partners LP 5/12/2008 98,799 987.99 Icahn Partners LP 5/12/2008 7,565 75.65 Icahn Partners LP 5/13/2008 234,322 2,343.22 Icahn Partners LP 5/14/2008 184,122 1,841.22 Icahn Partners LP 5/15/2008 216,614 2,166.14 Icahn Partners LP 5/21/2008 109,365 1,093.65 Icahn Partners LP 5/22/2008 37,883 378.83 Icahn Partners Master 5/12/2008 112,467 1,124.67 Fund LP Icahn Partners Master 5/12/2008 24,534 245.34 Fund LP Icahn Partners Master 5/13/2008 266,738 2,667.38 Fund LP Icahn Partners Master 5/14/2008 209,729 2,097.29 Fund LP Icahn Partners Master 5/15/2008 246,446 2,464.46 Fund LP Icahn Partners Master 5/21/2008 124,712 1,247.12 Fund LP Icahn Partners Master 5/22/2008 42,907 429.07 Fund LP Icahn Partners Master 5/12/2008 8,769 87.69 Fund II L.P. Icahn Partners Master 5/12/2008 2,796 27.96 Fund III, L.P. ANNEX A ATTACHMENT 1-E The following are European put options bought by the Record Holders, which were written by Merrill Lynch International and have a $14.25 strike price and an expiration date of September 7, 2010 and provide for cash settlement only and are further described in the chart set forth below. On September 11, 2008, the Record Holders exercised all of the call options described in Annex A Attachments 1-B, and upon exercise of the call options, all of the put options described below expired pursuant to their terms. OPTION NAME DATE QUANTITY PREMIUM ($) - ---- ---- -------- ----------- Icahn Partners LP 9/2/2008 302,048 3,020.48 Icahn Partners LP 9/3/2008 56,375 563.75 Icahn Partners Master 9/2/2008 366,932 3,669.32 Fund LP Icahn Partners Master 9/3/2008 64,534 645.34 Fund LP Icahn Partners Master 9/2/2008 131,081 1,310.81 Fund II L.P. Icahn Partners Master 9/3/2008 21,079 210.79 Fund II L.P. Icahn Partners Master 9/2/2008 49,939 499.39 Fund III, L.P. Icahn Partners Master 9/3/2008 8,012 80.12 Fund III, L.P. ANNEX A ATTACHMENT 1-F The following are European put options bought by the Record Holders, which were written by UBS AG and have a $16.15 strike price and an expiration date of March 10, 2010 and provide for cash settlement only and are further described in the chart set forth below. On September 11, 2008, the Record Holders exercised all of the call options described in Annex A Attachments 1-C, and upon exercise of the call options, all of the put options described below expired pursuant to their terms. OPTION NAME DATE QUANTITY PREMIUM ($) - ---- ---- -------- ----------- Icahn Partners Master 3/10/2008 138,688 1,386.88 Fund LP Icahn Partners Master 3/11/2008 64,382 643.82 Fund LP Icahn Partners Master 3/13/2008 41,432 414.32 Fund LP ANNEX B ATTACHMENT 1 INFORMATION ABOUT NOMINEES - -------------------------- NAME: Alexander J. Denner, Ph.D. AGE: 39 BUSINESS c/o Icahn Associates Corp. ADDRESS: 767 Fifth Avenue, 47th Floor New York, NY 10153 RESIDENCE 565 Stanwich Road ADDRESS: Greenwich, CT 06831 PRINCIPAL OCCUPATION See below OR EMPLOYMENT: Dr. Denner has an interest in the election of directors at the Annual Meeting pursuant to the Nominee Agreement attached hereto as Annex D and indirectly through Dr. Denner's profit interests and capital accounts in the Funds (as defined below), as described below. Other than in respect of such profit interests and capital accounts (to the extent applicable), Dr. Denner does not, and his associates do not, own, beneficially or of record, any shares of capital stock of the Corporation. In connection with his employment by Mr. Icahn and his affiliated companies, Dr. Denner, among other employees, has a participatory interest in the profits and fees derived by Mr. Icahn and/or his affiliates from Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III (together, the "Funds"). Because only a portion of such profit interests are distributed, Dr. Denner also has capital accounts in the Funds. In the aggregate, Dr. Denner's profit interests and capital accounts in the Funds entitle him to less than 2% of the profits generated by the Funds. Dr. Denner serves as Managing Director of entities affiliated with Carl C. Icahn, including Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III are private investment funds. Dr. Denner has served in this position since August 2006. From April 2005 to May 2006, Dr. Denner served as a portfolio manager specializing in healthcare investments for Viking Global Investors. Previously, he served in a variety of roles at Morgan Stanley, beginning in 1996, including as portfolio manager of healthcare and biotechnology mutual funds. Dr. Denner was the chairman of the Executive Committee of the Board of Directors of ImClone Systems Incorporated, a publicly traded biopharmaceutical company, and a director of ImClone Systems Incorporated from April 2006 until the company was purchased in December 2008. In addition, Dr. Denner has served as a director of Adventrx Pharmaceuticals Inc., a publicly traded biopharmaceutical company since October 2006. Dr. Denner received his S.B. degree from the Massachusetts Institute of Technology and his M.S., M.Phil., and Ph.D. degrees from Yale University. ANNEX B ATTACHMENT 2 INFORMATION ABOUT NOMINEES - -------------------------- NAME: Thomas F. Deuel, M.D. AGE: 73 BUSINESS c/o The Scripps Research Institute, MEM 268 ADDRESS: 10550 North Torrey Pines Road La Jolla, California 92037 RESIDENCE 2123 De Mayo Road ADDRESS: Del Mar, California 92014 PRINCIPAL OCCUPATION See below OR EMPLOYMENT: Dr. Deuel does not, and his associates do not, own, beneficially or of record, any shares of capital stock of the Corporation. Dr. Deuel has an interest in the election of directors at the Annual Meeting pursuant to the Nominee Agreement attached hereto as Annex D. Since February 2002, Thomas F. Deuel, M.D., has served as a Professor of Molecular and Experimental Medicine and Cell Biology, Director of the Division of Molecular Oncology, Department of Molecular and Experimental Medicine, and Director of the Vascular Biology Affinity Group at The Scripps Research Institute. Also, since 1998, Dr. Deuel has served as a Professor of Medicine at Harvard Medical School. He is currently a Professor Emeritus at Harvard Medical School. In addition, from 1996 to 2002, Dr. Deuel served as a Director, Division of Growth Regulation at Beth Israel Hospital, Boston, Massachusetts and, prior to that, was a Professor of Medicine and Biochemistry and the head of Oncology Services at the Washington University School of Medicine, St. Louis, Missouri. He is a member of the Institute of Medicine at the National Academy of Sciences. Dr. Deuel is also President of the Edward R. Mallinckrodt Foundation, St. Louis, Missouri. He has served on various editorial boards, including the Journal of Clinical Investigation and Blood, and currently is on the Editorial Board of Current Opinion in Hematology and Section Editor for Vascular Biology. Dr. Deuel has served and continues to serve on numerous scientific advisory boards for various companies, including scientific advisory board of Imclone Systems Incorporated, a publicly traded biopharmaceutical company, during the existence of such board (from 1988 to 2001). From July 2007 to December 2008, Dr. Deuel had served on Imclone's board of directors. Dr. Deuel has earned many professional honors and awards and holds an M.D. from Columbia University and an A.B. from Princeton University. ANNEX B ATTACHMENT 3 INFORMATION ABOUT NOMINEES - -------------------------- NAME: Jules Haimovitz AGE: 58 BUSINESS 14035 Aubrey Road ADDRESS: Beverly Hills, California 90210 RESIDENCE 14035 Aubrey Road ADDRESS: Beverly Hills, California 90210 PRINCIPAL OCCUPATION See below OR EMPLOYMENT: Mr. Haimovitz does not, and his associates do not, own, beneficially or of record, any shares of capital stock of the Corporation. Mr. Haimovitz has an interest in the election of directors at the Annual Meeting pursuant to the Nominee Agreement attached hereto as Annex D. Jules Haimovitz currently serves as President of the Haimovitz Consulting Group. From July 2002 until July 2007, Mr. Haimovitz served as Vice Chairman and Managing Partner of Dick Clark Productions Inc., a producer of programming for television, cable networks and syndicators. From June 1999 to July 2004, Mr. Haimovitz served in various capacities at Metro Goldwyn Mayer Inc., including as President of MGM Networks, Inc., a wholly-owned subsidiary of Metro Goldwyn Mayer Inc., where he led the transformation of MGM's film library into new entertainment channels for worldwide distribution in digital cable and satellite television. From July 1997 to February 1999, Mr. Haimovitz served as President and Chief Operating Officer of King World Productions Inc., a worldwide distributor of first-run programming, where he oversaw the successful worldwide distribution of programs such as "Wheel of Fortune," "Jeopardy!," and "The Oprah Winfrey Show." Haimovitz has also held senior level executive positions at ITC Entertainment Group, Polygram N.V., Diva Systems Corporation, Video Jukebox Network Inc., Spelling Entertainment Inc. and Viacom Inc. Mr. Haimowitz also served as director and chairman of the Audit Committee of ImClone Systems Incorporated, a publicly traded biopharmaceutical company, from May 2007 until December 2008. Mr. Haimovitz currently serves on the boards of directors of Blockbuster, Inc., , a publicly traded provider of in-home movie rental and game entertainment, Infospace Inc., a publicly traded developer of private-label search technology, and TVN Entertainment Corporation, a provider of television on-demand programs and networks. Mr. Haimovitz holds a dual B.A. degree in Mathematics and Communications, as well as an M.A. degree in Mathematics from Brooklyn College. ANNEX B ATTACHMENT 4 INFORMATION ABOUT NOMINEES - -------------------------- NAME: Dr. Peter Liebert AGE: 72 BUSINESS 222 Westchester Avenue ADDRESS: Suite 403 White Plains, NY 10604 RESIDENCE 67 Pleasant Ridge Road ADDRESS: Harrison, NY 10528 PRINCIPAL OCCUPATION See below OR EMPLOYMENT: Dr. Peter Liebert does not, and his associates do not, own, beneficially or of record, any shares of capital stock of the Corporation. Dr. Peter Liebert has an interest in the election of directors at the Annual Meeting pursuant to the Nominee Agreement attached hereto as Annex D. PETER S. LIEBERT , M.D., served as a director of ImClone Systems Inc., a biotechnology company, between October 2006 and November 2008. Dr. Liebert has been a pediatric surgeon in private practice since 1968 and is Chief, Pediatric Surgery of The Stamford Hospital, Stamford, CT. From 1981 to 2006, Dr. Liebert was Clinical Associate Professor of Surgery at the College of Physicians & Surgeons of Columbia University. Dr. Liebert is currently President of the Westchester Surgical Society. Dr. Liebert is a former president of the Westchester County Medical Society and a former member of the Awards Jury of the Lasker Foundation. Dr. Liebert is Chairman of the Board of Rx Vitamins, Inc. and is a director of Cadus Corporation, a publicly held, drug discovery company controlled by Carl C. Icahn. Dr. Liebert holds an M.D. from Harvard Medical School and an A.B. from Princeton University. ANNEX B ATTACHMENT 5 INFORMATION ABOUT NOMINEES - -------------------------- NAME: Dr. David Sidransky AGE: 48 BUSINESS Johns Hopkins University - Cancer Research Building II ADDRESS: 1550 Orleans Street, Suite 503 Baltimore, MD 21231 RESIDENCE 7800 Seven Mile Lane ADDRESS: Baltimore, MD 21208 PRINCIPAL OCCUPATION See below OR EMPLOYMENT: Dr. Sidransky does not, and his associates do not, own, beneficially or of record, any shares of capital stock of the Corporation. Dr. Sidransky has an interest in the election of directors at the Annual Meeting pursuant to the Nominee Agreement attached hereto as Annex D. DAVID SIDRANSKY, M.D., has served as a director of ImClone Systems Inc., a biotechnology company, between January 2004 and November 2008. Dr. Sidransky is the Director of the Head and Neck Cancer Research Division at Johns Hopkins University School of Medicine. He is a founder of several private biotechnology companies and has served on scientific advisory boards of many private and publicly traded companies, including MedImmune Inc., Telik Inc., Roche, and Amgen Inc. Dr. Sidransky is also a director of Alfacell Inc. He was formerly on the Board of Scientific Counselors at the National Institute of Dental and Craniofacial Research and a member of the Recombinant DNA Advisory Committee at the National Institute of Health. Dr. Sidransky serves on numerous editorial boards and is Senior Editor of Clinical Cancer Research. In addition, he is a Professor of Oncology, Otolaryngology-Head and Neck Surgery, Cellular & Molecular Medicine, Urology, Genetics, and Pathology at Johns Hopkins University and Hospital. Dr. Sidransky is certified in Internal Medicine and Medical Oncology by the American Board of Medicine. He has over 390 peer-reviewed publications, and has contributed more than 60 cancer reviews and chapters and also has numerous issued biotechnology patents. He has been the recipient of many awards and honors, including the 1997 Sarstedt International Prize from the German Society of Clinical Chemistry, the 1998 Alton Ochsner Award Relating Smoking and Health by the American College of Chest Physicians and the 2004 Hinda and Richard Rosenthal Award from the American Association of Cancer Research. Dr. Sidransky is also the Chairman of the Board of Directors of Champions Biotechnology, Inc. Dr. Sidransky received his B.A. from Brandeis University and his M.D. from the Baylor College of Medicine. ANNEX C The written consent of each Nominee to being named as a nominee for election as a director of the Corporation and to serve as a director if elected is attached to this Annex C. If the Corporation requests original signed statements of consents, the Record Holders will provide them. ANNEX C ATTACHMENT 1 CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of Amylin Pharmaceuticals, Inc. (the "Company"), in the proxy statement to be filed with the Securities and Exchange Commission and distributed to stockholders of the Company by Icahn Partners LP ("Icahn Partners"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III") and collectively with Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders") and in other materials in connection with the solicitation of proxies by the Record Holders from stockholders of the Company to be voted at the 2009 annual meeting of stockholders of the Company and any adjournment thereof, and further consents to serve as a director of the Company, if elected. Dated: January 28, 2009 /s/ Alexander J. Denner ----------------------- Alexander J. Denner ANNEX C ATTACHMENT 2 CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of Amylin Pharmaceuticals, Inc. (the "Company"), in the proxy statement to be filed with the Securities and Exchange Commission and distributed to stockholders of the Company by Icahn Partners LP ("Icahn Partners"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III") and collectively with Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders") and in other materials in connection with the solicitation of proxies by the Record Holders from stockholders of the Company to be voted at the 2009 annual meeting of stockholders of the Company and any adjournment thereof, and further consents to serve as a director of the Company, if elected. Dated: January 28, 2009 /s/ Thomas F. Deuel ------------------- Thomas F. Deuel ANNEX C ATTACHMENT 3 CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of Amylin Pharmaceuticals, Inc. (the "Company"), in the proxy statement to be filed with the Securities and Exchange Commission and distributed to stockholders of the Company by Icahn Partners LP ("Icahn Partners"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III") and collectively with Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders") and in other materials in connection with the solicitation of proxies by the Record Holders from stockholders of the Company to be voted at the 2009 annual meeting of stockholders of the Company and any adjournment thereof, and further consents to serve as a director of the Company, if elected. Dated: January 28, 2009 /s/ Jules Haimovitz ------------------- Jules Haimovitz ANNEX C ATTACHMENT 4 CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of Amylin Pharmaceuticals, Inc. (the "Company"), in the proxy statement to be filed with the Securities and Exchange Commission and distributed to stockholders of the Company by Icahn Partners LP ("Icahn Partners"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III") and collectively with Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders") and in other materials in connection with the solicitation of proxies by the Record Holders from stockholders of the Company to be voted at the 2009 annual meeting of stockholders of the Company and any adjournment thereof, and further consents to serve as a director of the Company, if elected. Dated: January 28, 2009 /s/ Peter Liebert ----------------- Peter Liebert ANNEX C ATTACHMENT 5 CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of Amylin Pharmaceuticals, Inc. (the "Company"), in the proxy statement to be filed with the Securities and Exchange Commission and distributed to stockholders of the Company by Icahn Partners LP ("Icahn Partners"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III") and collectively with Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders") and in other materials in connection with the solicitation of proxies by the Record Holders from stockholders of the Company to be voted at the 2009 annual meeting of stockholders of the Company and any adjournment thereof, and further consents to serve as a director of the Company, if elected. Dated: January 29, 2009 /s/ David Sidransky ------------------- David Sidransky ANNEX D Attached to this Annex D is the form of agreement pursuant to which the Record Holders have agreed to pay certain fees to certain of the Nominees and to indemnify such Nominees with respect to certain costs incurred by such Nominees in connection with the proxy contest relating to the Annual Meeting. ICAHN PARTNERS LP ICAHN PARTNERS MASTER FUND LP ICAHN PARTNERS MASTER FUND II LP ICAHN PARTNERS MASTER FUND III LP January 28, 2009 [NAME OF NOMINEE] Dear ___________: This will confirm our understanding as follows: You agree that you are willing, should we so elect, to become a member of a slate of nominees (the "Slate") to stand for election as directors of Amylin Pharmaceuticals, Inc. ("Amylin") in connection with a proxy contest with management of Amylin in respect of the election of directors of Amylin at the 2009 Annual Meeting of Stockholders of Amylin (the "Annual Meeting"), expected to be held in the Spring of 2009, or a special meeting of stockholders of Amylin called for a similar purpose (the "Proxy Contest"). Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP and Icahn Partners Master Fund III LP (collectively, "Icahn"), agree to pay the costs of the Proxy Contest. In addition, upon our filing of a preliminary proxy statement with the SEC, which indicates that Icahn intends to nominate you for election at the Annual Meeting, you will be paid $25,000 by Icahn unless you are elected to serve as a director of Amylin at the Annual Meeting or a special meeting of stockholders of Amylin called for a similar purpose or in connection with a settlement of the Proxy Contest by Icahn and Amylin, in which case you will not receive any payment from Icahn in connection with the Proxy Contest. Payment to you pursuant to this paragraph, if any, will be made by Icahn, subject to the terms hereof, upon the earliest of (i) the certification of the results of the election in respect of the Proxy Contest, (ii) the settlement of the Proxy Contest by Icahn and Amylin, or (iii) the withdrawal of the Proxy Contest by Icahn.* You understand that it may be difficult, if not impossible, to replace nominees who, such as yourself, have agreed to serve on the Slate and later change their minds and determine not to seek election. Accordingly, the Slate is relying upon your agreement to seek election. In that connection, you are being supplied with a questionnaire in which you will provide Icahn with information necessary for Icahn to make appropriate disclosure both to Amylin and for use in creating the proxy material to be sent to stockholders of Amylin and to be filed with the Securities and Exchange Commission. You have agreed that (i) you will immediately complete and sign the questionnaire and return it to Tara Keating, Assistant General Counsel, Icahn Enterprises LP, 767 Fifth Avenue, Suite 4700, New York, NY 10153, Tel: (212) 702-4365, Fax: (212) 688-1158, Email: tkeating@sfire.com and (ii) your responses to the questions contained therein will be true and correct in all respects. In addition, you have agreed that, concurrently with your execution of this letter, you will execute the attached instrument directed to Amylin informing Amylin that you consent to being nominated by Icahn for election as a director of Amylin and, if elected, consent to serving as a director of Amylin. Upon being notified that we have chosen you, we may forward that consent and your completed questionnaire (or summaries thereof) to Amylin. _________________________ * This paragraph is not contained in Dr. Denner's Nominee Agreement. Icahn hereby agrees that, so long as you actually serve on the Slate, Icahn will defend, indemnify and hold you harmless from and against any and all losses, damages, penalties, judgments, awards, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) incurred by you in the event that (i) you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof relating solely to your role as a nominee for director of Amylin on the Slate (a "Proceeding") or (ii) you are called to testify or give a deposition in any Proceeding (whether or not you are a party or are threatened to be made a party to such Proceeding), including, in each case, the advancement to you of all reasonable attorneys' costs and expenses incurred by you in connection with any Proceeding. Your right of indemnification hereunder shall continue (i) in the event that Icahn determines to withdraw the Slate or remove you from the Slate and (ii) after the election has taken place but only for events which occur prior to such election and subsequent to the date hereof. Anything to the contrary herein notwithstanding, Icahn is not indemnifying you for any action taken by you or on your behalf which occurs prior to the date hereof or subsequent to the Annual Meeting or such earlier time as you are no longer a nominee of the Slate for election to Amylin's Board of Directors or for any actions taken by you as a director of Amylin, if you are elected. Nothing herein shall be construed to provide you an indemnity: (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Contest unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; or (ii) if you acted in a manner which constitutes gross negligence or willful misconduct. In the event that you shall make any claim for indemnification hereunder, you shall promptly notify Icahn in the event of any third-party claims actually made against you or known by you to be threatened. In addition, with respect to any such claim, Icahn shall be entitled to control your defense with counsel chosen by Icahn. Icahn shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. However, Icahn may not enter into any settlement of any such claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim. Each of us recognizes that should you be elected to the Board of Directors of Amylin all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duty to the stockholders of Amylin and, as a result, that there is, and can be, no agreement between you and Icahn which governs the decisions which you will make as a director of Amylin. Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter will become a binding agreement between us. Very truly yours, ICAHN PARTNERS LP By: __________________________ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND LP By: __________________________ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND II LP By: __________________________ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND III LP By: __________________________ Name: Edward E. Mattner Title: Authorized Signatory Agreed to and Accepted as of the date first above written: ______________________ Name: -----END PRIVACY-ENHANCED MESSAGE-----