PREC14A 1 prec14a040709.txt SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss. 240.14a-12 AMYLIN PHARMACEUTICALS, INC. (Name of Registrant as Specified In Its Charter) CARL C. ICAHN DR. ALEXANDER J. DENNER DR. THOMAS F. DEUEL MR. JULES HAIMOVITZ DR. PETER LIEBERT DR. DAVID SIDRANSKY MAYU SRIS JEFFREY MECKLER ERIC ENDE 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. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: 2009 ANNUAL MEETING OF STOCKHOLDERS OF AMYLIN PHARMACEUTICALS, INC. ------------------- PROXY STATEMENT [PRELIMINARY COPY] OF CARL C. ICAHN DR. ALEXANDER J. DENNER DR. THOMAS F. DEUEL MR. JULES HAIMOVITZ DR. PETER LIEBERT DR. DAVID SIDRANSKY MAYU SRIS JEFFREY MECKLER ERIC ENDE 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. ------------------- To Our Fellow Amylin Stockholders: This Proxy Statement and the accompanying GOLD proxy card are being furnished to stockholders ("Stockholders") of Amylin Pharmaceuticals, Inc. ("Amylin" or "Company") in connection with the solicitation of proxies by Carl C. Icahn and certain of his affiliates and associates, to be used at the 2009 Annual Meeting (the "Annual Meeting") of Stockholders of Amylin which is scheduled to be held at [ ], local time, on [ ], at [ ], and at any adjournments, postponements or continuations thereof. This Proxy Statement and the GOLD proxy card are first being furnished to Stockholders on or about [ ]. At the Annual Meeting, the Participants (as hereinafter defined) will seek to elect to the Board of Directors of Amylin the following persons (each a "Nominee" and collectively, the "Nominees"): Dr. Alexander J. Denner Dr. Thomas F. Deuel Mr. Jules Haimovitz Dr. Peter Liebert Dr. David Sidransky Each of the Nominees has each consented to being named in this Proxy Statement and, if elected, to serve as a director. Under the proxy rules as written we are required either to solicit proxies only for our Nominees, which would result in limiting the ability of Stockholders to fully exercise their voting rights to vote for a full complement of directors, or alternatively to solicit proxies in support of our Nominees and also to seek authority from Stockholders to vote for all of the Amylin Nominees other than those Amylin Nominees we specify, which enables a Stockholder who desires to vote for a full complement of twelve director nominees to use the GOLD proxy card to vote for our Nominees as well as for all or some of those of the Amylin Nominees for whom we are seeking authority to vote. At the Annual Meeting, the Icahn Parties (as hereinafter defined) will also introduce a resolution to ask the Board of Directors (the "Board") of Amylin to promptly initiate and complete the necessary and appropriate process so that the Stockholders of Amylin can choose whether to change Amylin's jurisdiction of incorporation from Delaware to North Dakota and to become subject to the North Dakota Publicly Traded Corporations Act (the "North Dakota Reincorporation Proposal"). See "the North Dakota Reincorporation Proposal," below. The North Dakota Reincorporation Proposal requires for adoption the affirmative vote of the holders of a majority of the shares present and voting on the Proposal. THE PARTICIPANTS URGE YOU TO VOTE FOR DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ, DR. PETER LIEBERT AND DR. DAVID SIDRANSKY AS DIRECTORS AND THE ICAHN PARTIES URGE YOU TO VOTE FOR THE NORTH DAKOTA REINCORPORATION PROPOSAL. The Nominees and each of the other Participants have no interest in Amylin other than through the beneficial ownership (if any) of shares of Common Stock, par value $.001 per share, of Amylin (the "Shares") or other securities (if any) of Amylin as disclosed herein, and, in the case of Messrs. Ende and Meckler pursuant to their Consulting Agreements, as described herein, and in the case of Dr. Thomas F. Deuel, Mr. Jules Haimovitz, Dr. Peter Liebert, and Dr. David Sidransky, pursuant to an agreement in which certain affiliates of Carl C. Icahn have agreed to pay each of Dr. Thomas F. Deuel, Mr. Jules Haimovitz, Dr. Peter Liebert, and Dr. David Sidransky $25,000 and to indemnify each Nominee with respect to certain costs incurred by each such Nominee in connection with the proxy contest relating to the Annual Meeting (the "Nominee Agreement"). DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ, DR. PETER LIEBERT AND DR. DAVID SIDRANSKY ARE COMMITTED TO ACTING IN THE BEST INTEREST OF ALL STOCKHOLDERS OF AMYLIN. THE PARTICIPANTS URGE YOU TO VOTE YOUR GOLD PROXY CARD FOR DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ, DR. PETER LIEBERT AND DR. DAVID SIDRANSKY AND THE ICAHN PARTIES URGE YOU TO VOTE FOR THE NORTH DAKOTA REINCORPORATION PROPOSAL. IMPORTANT According to Amylin's Proxy Statement, the Bylaws and applicable law, the election of the Nominees requires the affirmative vote of a plurality of the votes cast by the holders of Amylin's Common Stock at a meeting at which a quorum is present in person or represented by proxy and the North Dakota Reincorporation Proposal requires the affirmative vote of a majority of the votes cast by the holders of Amylin's Common Stock at a meeting at which a quorum is present in person or represented by proxy. As a result, your vote is extremely important. We urge you to mark, sign, date, and return the enclosed GOLD proxy card to vote FOR the election of each Nominee and FOR the North Dakota Reincorporation Proposal. WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY AMYLIN. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A LATER-DATED GOLD PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE, EXECUTING A VOTE VIA INTERNET OR TELEPHONE, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. SEE "VOTING PROCEDURES" AND "PROXY PROCEDURES" BELOW. If you attend the annual meeting and you beneficially own shares but are not the record owner, your mere attendance at the Annual Meeting WILL NOT be sufficient to cancel your prior given proxy card. You must have written authority from the record owner to vote the shares in its name at the meeting. Contact D.F. King & Co., Inc. at the number shown in this proxy statement for assistance or if you have any questions. If you have any questions or require any assistance in executing your proxy, please call: D.F. KING & CO., INC. STOCKHOLDERS CALL TOLL-FREE: (800) 488-8075 BANKS AND BROKERS CALL COLLECT: (212) 269-5550 Only holders of record of Amylin's voting securities as of the close of business on [ ](the "Record Date") are entitled to notice of, and to attend and to vote at, the Annual Meeting and any adjournments or postponements thereof. According to the proxy statement of Amylin filed with the Securities and Exchange Commission ("Amylin's Proxy Statement"), as of the Record Date, there were outstanding [ ] shares of Common Stock. Stockholders of record at the close of business on the Record Date will be entitled to one vote at the Annual Meeting for each share of Common Stock of Amylin held on the Record Date. As of the Record Date, the Participants and their affiliates beneficially owned an aggregate of [ ] shares of Common Stock, representing approximately [ ] of the outstanding shares of Common Stock. The Participants and their affiliates intend to vote such shares FOR the election of the Nominees and FOR the North Dakota Reincorporation Proposal. VOTE FOR THE NOMINEES AND FOR THE NORTH DAKOTA REINCORPORATION PROPOSAL BY USING THE ENCLOSED GOLD PROXY TO VOTE TODAY - BY TELEPHONE, BY INTERNET, OR BY MARKING, SIGNING, DATING AND RETURNING THE GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED TO YOU. PARTICIPANTS IN SOLICITATION OF PROXIES In addition to the Nominees (who are Dr. Alexander J. Denner, Dr. Thomas F. Deuel, Mr. Jules Haimovitz, Dr. Peter Liebert, and Dr. David Sidransky), the participants in the solicitation of proxies (the "Participants") from stockholders of Amylin Pharmaceuticals, Inc. ("Amylin" or the "Corporation") include the following: Mr. Carl C. Icahn, Mr. Mayu Sris, Mr. Jeffrey Meckler, Mr. Eric Ende, Icahn Partners LP, a Delaware limited partnership ("Icahn Partners"), Icahn Partners Master Fund LP, a Cayman Islands limited partnership ("Icahn Master"), Icahn Partners Master Fund II LP, a Cayman Islands limited partnership ("Icahn Master II"), Icahn Partners Master Fund III LP, a Cayman Islands limited partnership ("Icahn Master III"), Beckton Corp., a Delaware corporation ("Beckton"), Icahn Enterprises G.P. Inc., a Delaware corporation ("Icahn Enterprises GP"), Icahn Enterprises Holdings L.P., a Delaware limited partnership ("Icahn Enterprises Holdings"), IPH GP LLC, a Delaware limited liability company ("IPH"), Icahn Capital LP, a Delaware limited partnership ("Icahn Capital"), Icahn Onshore LP, a Delaware limited partnership ("Icahn Onshore") and Icahn Offshore LP, a Delaware limited partnership ("Icahn Offshore"). The address of Icahn Partners, Icahn Enterprises GP, Icahn Enterprises Holdings, Beckton, IPH, Icahn Capital, Icahn Onshore and Icahn Offshore is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601. The address of Icahn Master, Icahn Master II and Icahn Master III is c/o Walkers SPV Limited, P.O. Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman Islands. The business address of each of Messrs. Icahn, Denner, Sris, Ende and Meckler is c/o Icahn Associates Corp., 767 Fifth Avenue, Suite 4700, New York, NY 10153. Dr. Deuel's business address is The Scripps Research Institute, MEM 268, 10550 North Torrey Pines Road, La Jolla, California 92037. Mr. Haimovitz's business address is 14035 Aubrey Road, Beverly Hills, California 90210. Dr. Liebert's, business address is 222 Westchester Avenue, Suite 403, White Plains, New York 10604. Dr. Sidransky's business address is Johns Hopkins University - Cancer Research Building II, 1550 Orleans Street, Suite 503, Baltimore, Maryland 21231. Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III (collectively, the "Icahn Parties" or the "Funds") are entities controlled by Mr. Icahn. Dr. Denner and Mr. Sris are employees and/or officers and directors of the Icahn Parties and various other entities controlled by Mr. Icahn, who may also participate in soliciting proxies from Amylin Stockholders. Dr. Denner, Messrs. Sris, Ende and Meckler do not own beneficially any interest in securities of Amylin. Dr. Denner and Mr. Sris will not receive any special compensation in connection with such solicitation. In connection with their 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 affiliated entities the Funds. Because only a portion of such profit interests are distributed and because of Dr. Denner's other investments in the Funds, Dr. Denner also has capital accounts in the Funds. Generally, 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. Messrs. Ende and Meckler are independent consultants retained by the Icahn Parties to solicit proxies and provide consulting services relating to this solicitation, another solicitation of proxies by the Icahn Parties and general consulting services relating to other investments by the Icahn Parties. Assuming the Annual Meeting of Amylin and the annual meeting relating to the other solicitation are each held in May and further assuming each contest is successful the agreements referred to herein may provide for payments of up to approximately $325,000.00 Each of the Icahn Parties is principally engaged in the business of investing in securities. Annex A attached hereto sets forth, as to the Nominees and the other Participants, all transactions in securities of Amylin effected during the past two years and their beneficial ownership of securities of Amylin. With respect to each Participant (including the Nominees), except as set forth herein or in any of the Annexes attached hereto, (i) such Participant 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 Amylin, 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 Participant nor any of such Participant's associates have any arrangement or understanding with any person with respect to (A) any future employment by Amylin or its affiliates or (B) any future transactions to which Amylin or any of its affiliates will or may be a party. PROPOSAL 1 -- ELECTION OF DIRECTORS On January 30, 2009 the Icahn Parties delivered a letter to Amylin, notifying Amylin that the Icahn Parties intend to nominate and will seek to elect at the Annual Meeting - Dr. Alexander J. Denner, Dr. Thomas F. Deuel, Mr. Jules Haimovitz, Dr. Peter Liebert and Dr. David Sidransky as members of the board of directors of Amylin. Each Nominee, if elected, would serve a one-year term and hold office until the 2010 annual meeting of Stockholders and until a successor has been duly elected and qualified. Background information about each of the Nominees is set forth below. According to Amylin's Proxy Statement, the Board of Directors of Amylin (the "Board") intends to nominate twelve candidates for election as directors at the Annual Meeting. This proxy statement is soliciting proxies to elect Dr. Alexander J. Denner, Dr. Thomas F. Deuel, Mr. Jules Haimovitz, Dr. Peter Liebert, and Dr. David Sidransky, and to enable Stockholders to vote for the Amylin nominees other than [the following persons: ]. Under applicable proxy rules we are required either to solicit proxies only for the Nominees, which could result in limiting the ability of Stockholders to fully exercise their voting rights with respect to Amylin's nominees, or to solicit for the Nominees and to provide Stockholders with a proxy card that allows such Stockholder to vote for fewer than all of Amylin's nominees, which enables a Stockholder who desires to vote for the Nominees to also vote for the Amylin nominees other than those Amylin nominees listed on our proxy card. You may also withhold authority with respect to any Nominee or any of the Amylin nominees by writing the name of that nominee on the enclosed GOLD proxy card. There can be no assurance that any of the Amylin nominees will, if elected, serve with any of our Nominees. The Company has disclosed in its 2009 Preliminary Proxy Statement that if as a result of the election of our Nominees and the nominees of Eastbourne Capital Management, L.L.C. ("Eastbourne"), a majority of the Board ceases to be composed of the incumbent directors or other individuals approved by a majority of the incumbent directors, then a "change of control" under the Company's credit agreement and a "fundamental change" under the indenture for the Company's convertible notes due 2014 ("2007 Notes") will be triggered. While the Company indicated that it believes that its current Board has the ability to approve any nominees proposed for election by either the Icahn Parties and/or by Eastbourne at any time up to the election and avoid occurrence of a "fundamental change" under the indenture for 2007 Notes in the event six or more of those nominees are elected, the Company's proxy statement has not indicated that the Board of Directors has made such determination. In addition, the Company has stated that approval of the non-management nominees cannot avoid the occurrence of a "change of control" under the credit agreement in the event six or more non-management are elected. You should refer to the Company's 2009 Preliminary Proxy Statement and other public filings for more information concerning these provisions. We strongly believe that the Board of Directors has a fiduciary duty to tell Stockholders whether the Board will approve the Nominees and the Eastbourne Nominees, so Stockholders may know the effects of their votes and thereby exercise free choice in casting those votes. Dr. Alexander J. Denner, Dr. Thomas F. Deuel, Mr. Jules Haimovitz, Dr. Peter Liebert and Dr. David Sidransky are each party to an agreement substantially in the form attached hereto as Annex B, pursuant to which the Icahn Parties have agreed to pay certain fees to each such Nominee (other than Dr. Denner) and to indemnify each such Nominee with respect to certain costs incurred by each such Nominee in connection with the proxy contest relating to the Annual Meeting (the "Nominee Agreement"). Except as disclosed in this Proxy Statement, including the Annexes attached hereto and as provided in the Nominee Agreement (which, among other things, provides for a payment to each of Dr. Thomas F. Deuel, Mr. Jules Haimovitz, Dr. Peter Liebert, and Dr. David Sidransky of $25,000), none of the Nominees will receive any compensation from any of the Participants or any of their affiliates in connection with this proxy solicitation. Dr. Thomas F. Deuel, Mr. Jules Haimovitz, Dr. Peter Liebert, and Dr. David Sidransky have an interest in the election of directors at the Annual Meeting pursuant to the Nominee Agreement relating to such Nominee. Dr. Liebert has an interest in the election through his ownership of 2,000 Shares. Dr. Denner has an interest in the election of directors at the Annual Meeting indirectly through his capital accounts and other investments in the Funds. The Nominees would not be barred from being considered independent under the independence requirements of The NASDAQ Stock Market, Inc. and the independence standards applicable to Amylin under paragraph (a)(1) of Item 407 of Regulation S-K under the Securities Exchange Act of 1934, as amended. Other than as disclosed in this Proxy Statement, including the Annexes attached hereto, (i) the Nominees are not, nor were they within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of Amylin, 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) none of the Nominees nor any of their respective associates have any arrangement or understanding with any person with respect to (A) any future employment by Amylin or its affiliates or (B) any future transactions to which Amylin or any of its affiliates will or may be a party. DR. ALEXANDER J. DENNER Dr. Alexander J. Denner, 39, 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 November 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. DR. THOMAS F. DEUEL Dr. Deuel, 74, is currently 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 since February 2002. 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 November 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. MR. JULES HAIMOVITZ Mr. Haimovitz, 58, is currently 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. Haimovitz also served as director and chairman of the Audit Committee of ImClone Systems Incorporated, a publicly traded biopharmaceutical company, from May 2007 until November 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. DR. PETER LIEBERT Dr. Liebert, 73, 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 served as a director of ImClone Systems Inc., a biotechnology company, between October 2006 and November 2008. Dr. Liebert holds an M.D. from Harvard Medical School and an A.B. from Princeton University. DR. DAVID SIDRANSKY Dr. Sidransky, 48, 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 has served as a director of ImClone Systems Inc., a biotechnology company, between January 2004 and November 2008. Dr. Sidransky received his B.A. from Brandeis University and his M.D. from the Baylor College of Medicine. WE STRONGLY URGE YOU TO VOTE FOR THE ELECTION OF DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ, DR. PETER LIEBERT AND DR. DAVID SIDRANSKY BY MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT OR BY USING THE GOLD PROXY CARD TO VOTE BY TELEPHONE OR INTERNET. IF YOU HAVE SIGNED THE GOLD PROXY CARD AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL THE SHARES REPRESENTED BY THE GOLD PROXY CARD FOR THE ELECTION OF DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ, DR. PETER LIEBERT AND DR. DAVID SIDRANSKY AND THE AMYLIN NOMINEES OTHER THAN [THE FOLLOWING PERSONS:]. PROPOSAL 2 -- NORTH DAKOTA REINCORPORATION PROPOSAL 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." The Icahn Parties 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. Other than the change in corporate domicile, the North Dakota Reincorporation is not intended to result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor is it intended to result in any change in location of Company employees, including the Company's management. Upon consummation of a North Dakota Reincorporation, it is anticipated that the daily business operations of the Company will continue as they are presently conducted. Principal Reasons for the Reincorporation The Icahn Parties believe that there are several reasons why a reincorporation to North Dakota and becoming subject to the North Dakota Publicly Traded Corporations Act is in the best interests of Amylin and its Stockholders. If the Company were governed by the North Dakota Publicly Traded Corporations Act: o The board of directors would be elected by a majority vote (as opposed to a mere plurality) and directors defeated under the majority voting system would be prohibited from being appointed by the board of directors to fill a vacancy; o The board of directors could not be classified (staggered), each director would be elected every year and the board of directors would not be able to change its size when it has reason to believe there will be a contested election; o The chairman of the board of directors could not serve as an executive officer; o Shareholders who have held five percent (5%) or more of the Company's outstanding shares for at least two years would have access to management's proxy statement to nominate directors; o All shareholders would be reimbursed for proxy contest expenses in the election of directors, to the extent they are successful; o Shareholders would be statutorily entitled to an advisory vote each year on executive compensation (a "say on pay" proposal); o The ability of the board of directors to adopt and maintain a poison pill would be limited in several respects; o Antitakeover provisions proposed for inclusion in the Company's charter or bylaws would require the prior approval of two-thirds of the shares entitled to vote; o Shareholders could not be required to provide more than ninety (90) days notice in advance of a shareholder meeting when making nominations to the board of directors and there would be limitations on the type of information that could be required in connection with such nominations; o Shareholders who own 5% or more of the Company's outstanding shares would have a right to propose and approve amendments to the Company's charter without prior board approval; and o The Company could not add a requirement to its charter or bylaws that certain actions require the approval of a super majority vote. The North Dakota Publicly Traded Corporations Act would provide shareholders more rights than are generally currently available under other state corporation laws, including Delaware, where the Company is currently incorporated. Moreover, the North Dakota Publicly Traded Corporations Act expressly provides that it "must be liberally construed to protect and enhance the rights of shareholders in publicly traded corporations." In addition to providing increased shareholder rights, the North Dakota Publicly Traded Corporations Act contains a franchise tax system that is specifically designed to impose significantly less cost on companies than the Delaware franchise tax system, thereby providing additional value to shareholders. WE STRONGLY URGE YOU TO VOTE FOR THE NORTH DAKOTA REINCORPOATION PROPOSAL BY MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT OR BY USING THE GOLD PROXY CARD TO VOTE BY TELEPHONE OR INTERNET. IF YOU HAVE SIGNED THE GOLD PROXY CARD AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL THE SHARES REPRESENTED BY THE GOLD PROXY CARD FOR THE NORTH DAKOTA REINCORPORATION PROPOSAL. OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING According to Amylin's Proxy Statement, Amylin is soliciting proxies with respect to three proposals other than the election of directors and the North Dakota Reincorporation Proposal. Please refer to Amylin's Proxy Statement for a detailed discussion of these proposals, including various arguments in favor of and against such proposals. These proposals are outlined below. IF YOU HAVE SIGNED THE GOLD PROXY CARD AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL OF THE SHARES REPRESENTED BY YOUR GOLD PROXY CARD (I) FOR PROPOSAL [ ] BELOW, AND (II) AGAINST PROPOSALS [ ] BELOW. PROPOSAL 3 -- APPROVAL OF AMYLIN'S 2009 EQUITY INCENTIVE PLAN According to the Company's 2009 Preliminary Proxy Statement, the Company will also solicit proxies with respect to a proposal for the stockholders to approve the Company's 2009 Equity Incentive Plan ("EIP"). Please refer to the Company's 2009 Preliminary Proxy Statement for a discussion of such proposal. The Participants intend to vote, and recommend that you vote, [ ] this proposal. PROPOSAL 4 -- APPROVAL OF AMENDMENT OF THE 2001 EMPLOYEE STOCK PURCHASE PLAN According to the Company's 2009 Preliminary Proxy Statement, the Company will also solicit proxies with respect to a proposal for the stockholders to approve an increase of 1,500,000 shares in the aggregate number of shares of the Company's common stock authorized for issuance under the Company's 2001 Employee Stock Purchase Plan (the "2001 Employee Stock Purchase Plan Proposal"). Please refer to the Company's 2009 Preliminary Proxy Statement for a discussion of such proposal. The Participants intend to vote, and recommend that you vote, [ ]this proposal. PROPOSAL 5 -- RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM According to the Company's 2009 Preliminary Proxy Statement, the Stockholders will be asked to vote to ratify the selection of Ernst & Young LLP as Amylin's independent registered public accounting firm for the fiscal year ending December 31, 2009. The Participants intend to vote, and recommend that you vote, [ ] this proposal. OTHER PROPOSALS The Participants and their affiliates know of no other business to be presented at the Annual Meeting. If any other matters should properly come before the Annual Meeting, it is intended that the persons named on the enclosed GOLD proxy card will vote that proxy on such other matters in accordance with their judgment. VOTING PROCEDURES According to Amylin's Proxy Statement, the Bylaws and applicable law, holders of shares of Amylin's Common Stock, at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. Each share of Common Stock outstanding on the Record Date is entitled to one vote on each matter presented at the Annual Meeting. According to Amylin's Proxy Statement, the Bylaws and applicable law, directors are elected by a plurality of the votes cast by the holders of Amylin's Common Stock at a meeting at which a quorum is present. Plurality means that the individuals who receive the largest number of votes cast are elected as directors, up to the maximum number of directors to be chosen at the meeting. Consequently, any shares not voted (whether by abstention, broker nonvote or otherwise) have no impact in the election of directors. A quorum is the presence by person or by proxy of a majority of the Shares issued and outstanding and entitled to vote at the Annual Meeting. The Shares represented by a proxy marked "withhold" or "abstain" will be considered present at the Annual Meeting for purposes of determining a quorum. BROKER NON-VOTES If you hold your shares through a bank, broker or other nominee and do not provide voting instructions to the record holder of the shares, your shares will not be voted on any proposal on which your broker or nominee does not have discretionary authority to vote. In this case, a "broker non-vote" occurs. Shares constituting broker non-votes are not counted or deemed to be present or represented for the purpose of determining whether shareholders have approved a matter, but they are counted as present for the purpose of determining a quorum at the Annual Meeting. For the Annual Meeting, because of the solicitation of proxies described in this proxy statement, the election of directors at the Annual Meeting is a "non-routine matter" and brokers do not have discretionary authority to vote your shares on "non-routine matters." Therefore, unless you provide specific voting instructions to your broker, your broker will not have discretionary authority to vote your shares for the election of directors at the Annual Meeting and your shares will not be voted for any of the nominees. If your shares are held in street name, your broker or nominee has enclosed a voting instruction card with this proxy statement. We strongly encourage you to vote your shares by following the instructions provided on the voting instruction card According to Amylin's Proxy Statement, the Bylaws and applicable law, the affirmative vote of a majority of Shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon are required to (i) approve the North Dakota Reincorporation Proposal, (ii) approval of Amylin's 2009 Equity Incentive Plan; (iii) approval of the amendment to the 2001 Employee Stock Purchase Plan; and (iv) ratify the selection of the independent registered accounting firm. As explained in the detailed instructions on your GOLD proxy card, there are four ways you may vote. You may: 1. Sign, date and return the enclosed GOLD proxy card in the enclosed postage-paid envelope. We recommend that you vote on the GOLD proxy card even if you plan to attend the Annual Meeting; 2. Vote via the Internet by following the voting instructions on the GOLD proxy card or the voting instructions provided by your broker, bank or other holder of record. 3. Vote by telephone by following the voting instructions on the GOLD proxy card or the instructions provided by your broker, bank or other holder of record; or 4. Vote in person by attending the Annual Meeting. Written ballots will be distributed to Stockholders who wish to vote in person at the Annual Meeting. If you hold your Shares through a bank, broker or other custodian, you must obtain a legal proxy from such custodian in order to vote in person at the meeting. To submit a proxy with voting instructions by telephone please call the telephone number listed on the GOLD proxy card. Proxies may also be submitted over the Internet. Please refer to the GOLD proxy card for the website information. In each case Stockholders will be required to provide the unique control number which has been printed on each Stockholder's GOLD proxy card. In addition to the instructions that appear on the GOLD proxy card, step-by-step instructions will be provided by a recorded telephone message for those Stockholders submitting proxies by telephone, or at the designated website for those Stockholders submitting proxies over the Internet. Stockholders submitting their proxies with voting instructions by telephone or over the Internet will receive confirmation on the telephone that their vote by telephone was successfully submitted, and may provide an email address for confirmation that their vote by Internet was successfully submitted. Whether or not you are able to attend the Annual Meeting, you are urged to complete the enclosed GOLD proxy and return it in the enclosed self-addressed, prepaid envelope. All valid proxies received prior to the meeting will be voted. If you specify a choice with respect to any item by marking the appropriate box on the proxy, the Shares will be voted in accordance with that specification. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED (I) FOR DR. ALEXANDER J. DENNER FOR DIRECTOR; (II) FOR DR. THOMAS F. DEUEL FOR DIRECTOR; (III) FOR MR. JULES HAIMOVITZ FOR DIRECTOR; (IV) FOR DR. PETER LIEBERT FOR DIRECTOR; (V) FOR DR. DAVID SIDRANSKY FOR DIRECTOR; (IV) FOR THE PERSONS WHO HAVE BEEN NOMINATED BY AMYLIN TO SERVE AS DIRECTORS, OTHER THAN [THE FOLLOWING PERSONS:]; (VI) FOR THE NORTH DAKOTA REINCORPOATION PROPOSAL; (VI) [ ] AMYLIN'S 2009 EQUITY INCENTIVE PLAN; (VII) [ ] THE AMENDMENT TO THE 2001 EMPLOYEE STOCK PURCHASE PLAN; (VIII) [ ] THE RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED ACCOUNTING FIRM; AND (IX) IN THE PROXY HOLDERS' DISCRETION AS TO OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. If you have any questions or require any assistance in executing your proxy, please call: D.F. KING & CO., INC. STOCKHOLDERS CALL TOLL-FREE: (800) 488-8075 BANKS AND BROKERAGE FIRMS CALL: (212) 269-5550 PROXY PROCEDURES IN ORDER FOR YOUR VIEWS TO BE REPRESENTED AT THE ANNUAL MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE OR USE THE GOLD PROXY CARD TO VOTE BY TELEPHONE OR INTERNET. The accompanying GOLD proxy card will be voted at the Annual Meeting in accordance with your instructions on such card. Only holders of record as of the close of business on the Record Date will be entitled to vote. If you were a Stockholder of record on the Record Date, you will retain your voting rights at the Annual Meeting even if you sell such shares after the Record Date. Accordingly, it is important that you vote the shares held by you on the Record Date, or grant a proxy to vote such shares on the GOLD proxy card, even if you sell such shares after the Record Date. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON YOUR BEHALF THE GOLD PROXY CARD AS SOON AS POSSIBLE. REVOCATION OF PROXIES Any Stockholders of record may revoke or change his or her proxy instructions at any time prior to the vote at the Annual Meeting by: o submitting a properly executed, subsequently dated GOLD proxy card that will revoke all prior proxy cards, including any White proxy cards which you may have submitted to Amylin; o instructing the Icahn Parties by telephone or via the Internet as to how you would like your shares voted (instructions are on your GOLD proxy card); o attending the Annual Meeting and withdrawing his or her proxy by voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy); or o delivering written notice of revocation either to the Icahn Parties c/o D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, or the Corporate Secretary of Amylin. Although a revocation is effective if delivered to Amylin, the Icahn Parties request that either the original or a copy of any revocation be mailed to the Icahn Parties c/o D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, so that the Icahn Parties will be aware of all revocations. IF YOU PREVIOUSLY SIGNED AND RETURNED A WHITE PROXY CARD TO AMYLIN, WE URGE YOU TO REVOKE IT BY (1) MARKING, SIGNING, DATING AND RETURNING THE GOLD PROXY CARD, (2) INSTRUCTING US BY TELEPHONE OR VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED WITH RESPECT TO THE GOLD PROXY CARD, (3) ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON OR (4) DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE ICAHN PARTIES OR TO THE CORPORATE SECRETARY OF THE COMPANY. COST AND METHOD OF SOLICITATION Solicitation of proxies shall be made by Dr. Denner and Messrs. Icahn, Sris, Meckler and Ende. The Icahn Parties have retained D.F. King & Co., Inc. ("D.F. King") to conduct the solicitation, for which D.F. King is to receive a fee not to exceed $150,000, plus reimbursement for its reasonable out-of-pocket expenses. The Icahn Parties have agreed to indemnify D.F. King against certain liabilities and expenses, including certain liabilities under the federal securities laws. Insofar as indemnification for liabilities arising under the federal securities laws may be permitted to D.F. King pursuant to the foregoing provisions, we have been informed, that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is therefore unenforceable. Proxies may be solicited by mail, courier services, Internet, advertising, telephone or telecopier or in person. It is anticipated that D.F. King will employ up to [75] persons to solicit proxies from Amylin Stockholders for the Annual Meeting. The total expenditures in furtherance of, or in connection with, the solicitation of proxies is approximately [$] to date, and is estimated to be [$] in total. The Icahn Parties do not intend to seek reimbursement for the costs and expenses associated with the proxy solicitation in the event that any of the Nominees are elected to the Board of Directors of Amylin. CERTAIN LITIGATION The Company has issued $575 million of notes (the "Notes"), the indenture for which (the "Indenture") provides the holders of the Notes the right to require the Company to repurchase the Notes at a price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, within 35 days after the date upon which "continuing directors" do not constitute a majority of the Company's Board of Directors. Under the Indenture, "continuing directors" are individuals who constituted the Board of Directors on the issue date of the Notes, or any new directors whose election to the Board or nomination for election was approved by at least a majority of the directors still in office. The Company is also party to a Credit Agreement with certain banks dated as of December 21, 2007 pursuant to which the Company has borrowed $125 million. Under the Credit Agreement, borrowed funds become repayable upon a "change of control," which is defined to occur when persons who were members of the Board at the start of any 24 month period no longer constitute a majority of the Board, unless the nomination of the new directors was approved by the prior members of the board, other than as a result of an actual or threatened solicitation of proxies or consents for the election or removal of directors. On March 24, 2009, San Antonio Fire & Police Pension Fund, a purported stockholder of the Company, filed a class action lawsuit in the Delaware Court of Chancery against the Company and its directors seeking to disable the debt acceleration provisions in the Notes and the Credit Agreement. On April 6, 2009, San Antonio Fire & Police Pension Fund filed a Third Amended Complaint against the Company, its directors and Bank of America, N.A. (the lead bank on the Credit Agreement), alleging that the directors of the Company violated their fiduciary duties by adopting the acceleration provisions in the 2007 Notes and in the Credit Agreement and by failing to approve the Icahn and Eastbourne nominees pursuant to the 2007 Indenture, that the acceleration provisions in the Credit Agreement are unlawful and invalid, and that the Company's disclosures concerning the acceleration provisions are coercive and misleading. The Icahn Parties have moved to intervene as individual plaintiffs in the lawsuit. The court has ordered expedited proceedings in the lawsuit, and has scheduled a trial for May 4 and 5, 2009. ADDITIONAL INFORMATION Certain information regarding the securities of Amylin held by Amylin's directors, management and 5% Stockholders is contained in Amylin's Proxy Statement. Information concerning the date by which proposals of security holders intended to be presented at the next annual meeting of Stockholders of Amylin must be received by Amylin for inclusion in Amylin's Proxy Statement and form of proxy for that meeting is also contained in Amylin's Proxy Statement. This information is expected to be contained in Amylin's public filings. The Participants take no responsibility for the accuracy or completeness of such information contained in Amylin's public filings. Date: 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. ANNEX A BENEFICIAL OWNERSHIP OF SECURITIES OF AMYLIN Beneficial Ownership by the Icahn Parties of Securities of Amylin as of the close of business on April 6, 2009: (1) Title of (2) Name of (3) Amount and (4) Percent of Class Beneficial Nature of Class (2) Owner (1) Beneficial Ownership Common Stock, par Icahn Partners 4,533,433 3.22% value $0.001 per share Common Stock, par Icahn Master 5,592,721 3.97% value $0.001 per share Common Stock, par Icahn Master II 2,057,967 1.46% value $0.001 per share Common Stock, par Icahn Master III 787,207 0.56% value $0.001 per share ____________________ (1) 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." (2) Please note that percentages of ownership set forth in this column were calculated based on the amount of Shares stated to be outstanding as March 16, 2009 by the Company in the Company's Preliminary Proxy Statement. INFORMATION ABOUT MR. ICAHN 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. 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 Icahn Parties. 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 Icahn Parties and Carl C. Icahn may be deemed to beneficially own, in the aggregate, 12,971,328 shares, representing approximately 9.21% of the Corporation's outstanding Shares (based upon the 140,840,515 Shares stated to be outstanding as of March 16, 2009 by the Company in the Company's Preliminary Proxy Statement). Icahn Partners has sole voting power and sole dispositive power with regard to 4,533,433 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 5,592,721 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 2,057,967 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 787,207 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 4,533,433 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 8,437,895 Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially own. TWO YEAR 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 and Dr. Peter Liebert 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(3) Icahn Partners LP 9/11/2008 358,423(4) 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 LP 1/30/2009 273,846 Icahn Partners LP 2/2/2009 36,418 ____________________ (3) Icahn Partners acquired these Shares upon exercise of call options as described on Attachment I-A to this Annex A. (4) The Icahn Partners acquired these Shares upon exercise of call options as described on Attachment I-B to this Annex A. SHARES PURCHASED/ (SOLD) AND CALL NAME DATE OPTIONS EXERCISED ---- ---- -------------------- 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(5) Icahn Partners Master Fund LP 9/11/2008 431,466(6) Icahn Partners Master Fund LP 9/11/2008 244,502(7) 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 LP 1/30/2009 339,204 Icahn Partners Master Fund LP 2/2/2009 22,447 ____________________ (5) The Icahn Master acquired these Shares upon exercise of call options as described on Attachment I-A to this Annex A. (6) Icahn Master acquired these Shares upon exercise of call options as described on Attachment I-B to this Annex A. (7) Icahn Master acquired these Shares upon exercise of call options as described on Attachment I-C to this Annex A. SHARES PURCHASED/ (SOLD) AND CALL NAME DATE OPTIONS EXERCISED ---- ---- -------------------- 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(8) Icahn Partners Master Fund II L.P. 9/11/2008 152,160(9) 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 II L.P. 1/30/2009 125,320 ____________________ (8) Icahn Master II acquired these Shares upon exercise of call options as described on Attachment I-A to this Annex A. (9) Icahn Master II acquired these Shares upon exercise of call options as described on Attachment I-B to this Annex A. SHARES PURCHASED/ (SOLD) AND CALL NAME DATE OPTIONS EXERCISED ---- ---- -------------------- 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(10) Icahn Partners Master Fund III L.P. 9/11/2008 57,951(11) 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 Icahn Partners Master Fund III L.P. 1/30/2009 47,936 Dr. Peter Liebert 2/9/2009 1,000 Dr. Peter Liebert 2/10/2009 1,000 ____________________ (10) Icahn Master III acquired these Shares upon exercise of call options as described on Attachment I-A to this Annex A. (11) Icahn Master III acquired these Shares upon exercise of call options as described on Attachment I-B to this Annex A. Shares purchased by each of the Icahn Parties are maintained in margin accounts that include positions in securities in addition to the Shares. As of [ ], the indebtedness of the margin account of each of Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III was approximately $, $, $, and $, respectively. ANNEX A ATTACHMENT 1-A The following are American call options purchased by the Icahn Parties, 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 Icahn Parties 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 Fund LP 5/12/2008 112,467 774,830.15 Icahn Partners Master Fund LP 5/12/2008 24,534 167,763.49 Icahn Partners Master Fund LP 5/13/2008 266,738 1,778,822.37 Icahn Partners Master Fund LP 5/14/2008 209,729 1,489,327.57 Icahn Partners Master Fund LP 5/15/2008 246,446 1,940,910.12 Icahn Partners Master Fund LP 5/21/2008 124,712 1,037,828.32 Icahn Partners Master Fund LP 5/22/2008 42,907 359,775.20 Icahn Partners Master Fund II L.P. 5/12/2008 8,769 59,962.42 Icahn Partners Master Fund III, L.P. 5/12/2008 2,796 19,119.05 ANNEX A ATTACHMENT 1-B The following are American call options purchased by the Icahn Parties, 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 Icahn Parties 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 Fund LP 9/2/2008 366,932 2,739,037.30 Icahn Partners Master Fund LP 9/3/2008 64,534 479,042.34 Icahn Partners Master Fund II L.P. 9/2/2008 131,081 978,480.34 Icahn Partners Master Fund II L.P. 9/3/2008 21,079 156,471.52 Icahn Partners Master Fund III L.P. 9/2/2008 49,939 372,779.65 Icahn Partners Master Fund III L.P. 9/3/2008 8,012 59,473.88 ANNEX A ATTACHMENT 1-C The following are American call options purchased by the Icahn Parties, 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 Icahn Parties exercised all of the call options described in the chart below. NUMBER OF SHARES SUBJECT NAME DATE TO OPTION PREMIUM ---- ---- --------- ------- Icahn Partners Master Fund LP 3/10/2008 138,688 1,164,798.91 Icahn Partners Master Fund LP 3/11/2008 64,382 517,792.23 Icahn Partners Master Fund LP 3/13/2008 41,432 359,563.47 ANNEX A ATTACHMENT 1-D The following are European put options bought by the Icahn Parties, which were written by Merrill Lynch International and have a $22.50 strike price and an expiration date of March 10, 2010, and provide for cash settlement only and are further described in the chart set forth below. On September 11, 2008, the Icahn Parties exercised all of the call options described in Annex A Attachment 1-A, and upon exercise of the call options, all of the put options described below expired pursuant to their terms. OPTION NAME DATE QUANTITY PREMIUM ($) ---- ---- -------- ----------- 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 Fund LP 5/12/2008 112,467 1,124.67 Icahn Partners Master Fund LP 5/12/2008 24,534 245.34 Icahn Partners Master Fund LP 5/13/2008 266,738 2,667.38 Icahn Partners Master Fund LP 5/14/2008 209,729 2,097.29 Icahn Partners Master Fund LP 5/15/2008 246,446 2,464.46 Icahn Partners Master Fund LP 5/21/2008 124,712 1,247.12 Icahn Partners Master Fund LP 5/22/2008 42,907 429.07 Icahn Partners Master Fund II L.P. 5/12/2008 8,769 87.69 Icahn Partners Master Fund III, L.P. 5/12/2008 2,796 27.96 ANNEX A ATTACHMENT 1-E The following are European put options bought by the Icahn Parties, which were written by Merrill Lynch International and have a $14.25 strike price and an expiration date of September 7, 2010 and provide for cash settlement only and are further described in the chart set forth below. On September 11, 2008, the Icahn Parties exercised all of the call options described in Annex A Attachments 1-B, and upon exercise of the call options, all of the put options described below expired pursuant to their terms. OPTION NAME DATE QUANTITY PREMIUM ($) ---- ---- -------- ----------- Icahn Partners LP 9/2/2008 302,048 3,020.48 Icahn Partners LP 9/3/2008 56,375 563.75 Icahn Partners Master Fund LP 9/2/2008 366,932 3,669.32 Icahn Partners Master Fund LP 9/3/2008 64,534 645.34 Icahn Partners Master Fund II L.P. 9/2/2008 131,081 1,310.81 Icahn Partners Master Fund II L.P. 9/3/2008 21,079 210.79 Icahn Partners Master Fund III, L.P. 9/2/2008 49,939 499.39 Icahn Partners Master Fund III, L.P. 9/3/2008 8,012 80.12 ANNEX A ATTACHMENT 1-F The following are European put options bought by the Icahn Parties, which were written by UBS AG and have a $16.15 strike price and an expiration date of March 10, 2010 and provide for cash settlement only and are further described in the chart set forth below. On September 11, 2008, the Icahn Parties exercised all of the call options described in Annex A Attachments 1-C, and upon exercise of the call options, all of the put options described below expired pursuant to their terms. OPTION NAME DATE QUANTITY PREMIUM ($) ---- ---- -------- ----------- Icahn Partners Master Fund LP 3/10/2008 138,688 1,386.88 Icahn Partners Master Fund LP 3/11/2008 64,382 643.82 Icahn Partners Master Fund LP 3/13/2008 41,432 414.32 ANNEX B [FORM OF NOMINEE AGREEMENT] 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: IMPORTANT --------- 1. If your shares are held in your own name, please mark, date and mail the enclosed GOLD proxy card to our Proxy Solicitor, D.F. King & Co., Inc., in the postage-paid envelope provided. 2. If your shares are held in the name of a brokerage firm, bank nominee or other institution, only it can vote such shares and only upon receipt of your specific instructions. Accordingly, you should contact the person responsible for your account and give instructions for a GOLD proxy card to be signed representing your shares. 3. If you have already submitted a white proxy card to Amylin for the Annual Meeting, you may change your vote to a vote FOR the election of the Nominee by marking, signing, dating and returning the enclosed GOLD proxy card for the Annual Meeting, which must be dated after any proxy you may have submitted to Amylin. You may also submit your later-dated proxy by using the enclosed GOLD proxy card to vote by telephone or by Internet. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL COUNT AT THE ANNUAL MEETING. If you have any questions or require any assistance in executing your proxy, please call: D.F. KING & CO., INC. STOCKHOLDERS CALL TOLL-FREE: (800) 488-8075 BANKS AND BROKERAGE FIRMS CALL: (212) 269-5550