SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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¨ Preliminary Proxy Statement

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¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to § 240.14a-12

Furiex Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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x No fee required.

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FURIEX PHARMACEUTICALS, INC.

3900 Paramount Parkway, Suite 150

Morrisville, North Carolina 27560

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 24, 2012

TO THE STOCKHOLDERS OF

FURIEX PHARMACEUTICALS, INC.

The 2012 annual meeting of stockholders of Furiex Pharmaceuticals, Inc. will be held at the Umstead Hotel, 100 Woodland Pond Drive, Cary, North Carolina, on May 24, 2012, at 9:00 a.m. local time, for the following purposes:

1. To elect a board of six directors;

2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012;

3. To approve, on an advisory basis, our 2011 executive compensation; and

4. To act upon such other matters as may properly come before the meeting or any adjournment thereof.

These matters are more fully described in the proxy statement accompanying this notice.

The Board of Directors has fixed the close of business on March 30, 2012 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. A list of stockholders eligible to vote at the meeting will be available for review during our regular business hours at our principal offices in Morrisville, North Carolina beginning on April 11, 2012 and continuing through May 24, 2012 for any purposes related to the meeting.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow us to furnish proxy materials, including this notice, the proxy statement (including an electronic proxy card for the meeting) and our 2011 annual report to stockholders via the internet. Taking advantage of these rules should allow us to lower the cost of delivering annual meeting materials to our stockholders and reduce the environmental impact of printing and mailing these materials.

Our stockholders are cordially invited to attend the meeting in person. However, to assure your representation at the meeting, you are urged to vote by proxy by following the instructions contained in the accompanying proxy statement. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the meeting. Any stockholder attending the meeting may vote in person even if he or she has returned a proxy. Your vote is important. Whether or not you plan to attend the annual meeting, we hope that you will vote as soon as possible.

Morrisville, North Carolina

Dated: April 11, 2012

By Order of the Board of Directors

Nadine Chien, Ph.D., Esq.

Secretary

FURIEX PHARMACEUTICALS, INC.

3900 Paramount Parkway, Suite 150

Morrisville, North Carolina 27560

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 24, 2012

This proxy statement has been prepared by the management of Furiex Pharmaceuticals, Inc. “We,” “our” and the “Company” each refers to Furiex Pharmaceuticals, Inc.

In accordance with the Securities and Exchange Commission, or SEC, rules, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are now furnishing proxy materials, including the notice, proxy statement, electronic proxy card for the meeting and 2011 annual report to stockholders, including financial statements, by providing access to them on the internet. These materials were first available on the internet on April 11, 2012. We mailed a notice of internet availability of proxy materials on or about April 11, 2012 to our stockholders of record and beneficial owners as of March 30, 2012, the record date for the meeting. The proxy statement and notice of internet availability of proxy materials contain instructions for accessing and reviewing our proxy materials on the internet and for voting by proxy over the internet. If you prefer to receive printed copies of our proxy materials, the notice of internet availability of proxy materials contains instructions on how to request such materials by mail. You will not receive printed copies of the proxy materials unless you request them. If you elect to receive the materials by mail, you may also vote by proxy on the proxy card or voter instruction card that you receive in response to your request. Viewing our proxy materials and voting by proxy electronically this year and in the future will save us the cost of printing and mailing documents to you and will reduce the environmental impact of printing and mailing these materials.

GENERAL INFORMATION ABOUT VOTING

Who Can Vote

You are entitled to vote your common stock if you held shares as of the close of business on March 30, 2012. At the close of business on March 30, 2012, a total of 9,949,422 shares of common stock were outstanding and entitled to vote. Each share of common stock has one vote.

Voting by Proxies

If your common stock is held by a broker, bank or other nominee, they should send you instructions that you must follow in order to have your shares voted. If you hold shares in your own name, you may vote by proxy in any one of the following ways:

• via the internet by accessing the proxy materials on the secure website, http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=26348, and following the voting instructions on that website;

• via telephone by calling toll free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 outside the United States and following the recorded instructions; or

• by requesting printed copies of the proxy materials be mailed to you pursuant to the instructions provided in the notice of internet availability of proxy materials and completing, dating, signing and returning the proxy card that you receive in response to your request.

The internet and telephone voting procedures are designed to authenticate stockholders’ identities by use of a control number to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been properly recorded. Voting via the internet or telephone must be completed by 11:59 p.m. local time on May 23,

2012. Of course, you can always come to the meeting and vote your shares in person. If you submit or return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board of Directors.

We are not aware of any other matters to be presented at the meeting except for those described in this proxy statement. If any matters not described in this proxy statement are presented at the meeting, the proxies will use their own judgment to determine how to vote your shares. If the meeting is adjourned, the proxies may vote your shares on the new meeting date as well, unless you revoke your proxy instructions before then.

Revoking Your Proxy Instructions

You may revoke your proxy. If you are a stockholder of record, you may either (1) advise our corporate Secretary, Nadine Chien, in writing before the meeting, (2) deliver later proxy instructions before the meeting or (3) attend the meeting and vote in person.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also vote in person at the meeting if you obtain a legal proxy giving you the right to do so.

Counting Votes

The annual meeting will be held if a majority of the outstanding common stock entitled to vote is represented at the meeting. If you have submitted or returned valid proxy instructions or attend the meeting in person, your common stock will be counted for the purpose of determining whether there is a quorum, even if you abstain from voting on some or all matters introduced to the meeting. Broker non-votes also count for quorum purposes. If you hold your common stock through a broker, bank or other nominee, generally the nominee may only vote the common stock that it holds for you in accordance with your instructions. However, if the nominee has not received your instructions before the meeting, the nominee may vote on matters that are considered to be routine under rules governing the nominee. If a nominee cannot vote on a particular matter because it is not routine, there will be a “broker non-vote” on that matter. We do not count broker non-votes as votes for or against any proposal. We do count abstentions as votes against a proposal. Although there is no definitive statutory or case law in Delaware regarding broker non-votes and abstentions, we believe that our intended treatment of them is appropriate. An inspector of election will count all votes cast at the meeting and report the results on each matter presented at the meeting.

Cost of this Proxy Solicitation

We will pay the cost of this proxy solicitation. You will need to obtain your own internet access if you choose to access the proxy materials and/or vote over the internet. In addition to soliciting proxies by mail, our employees might solicit proxies personally and by telephone. None of these employees will receive any additional compensation for this. We have not, but may, retain a proxy solicitor to assist in the solicitation of proxies for a fee. We will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their principals and obtaining their proxies.

Attending the Annual Meeting

If you are a holder of record and plan to attend the annual meeting, please bring your proxy or a photo identification to confirm your identity. If you are a beneficial owner of common stock held by a bank or broker, i.e., in “street name,” you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote in person your common stock held in street name, you must get a proxy in your name from the registered holder.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Our bylaws currently provide that the number of directors constituting the Board of Directors shall be not less than five nor more than twelve. The Board may establish the number of directors within this range. There are six directors presently serving on our Board and the number of directors to be elected at this annual meeting is six.

Vote Required

Directors are elected by a plurality of the votes cast at the annual meeting. This means that the six nominees receiving the highest number of votes will be elected.

Voting by the Proxies

The proxies will vote your common stock in accordance with your instructions. Unless you give specific instructions to the contrary, your common stock will be voted for the election of the nominees named in this proxy statement. Each nominee has agreed to serve and we expect that each of the nominees will be able to serve if elected. However, if any nominee is unavailable for election, the proxies may vote your common stock to elect a substitute nominee proposed by the Board of Directors.

Pursuant to recent amendments to the rules governing brokers, if you hold your shares in street name and do not provide your broker with voting instructions, your broker may not vote your shares on the election of directors.

Nominees

The Board of Directors unanimously recommends the six nominees listed below for election to the Board. Each nominee other than Dr. Almenoff currently serves as a director of the Company. The Board of Directors has determined that each director other than Dr. Eshelman, who until December 5, 2011 was Executive Chairman of Pharmaceutical Product Development, Inc., or PPD, which spun Furiex out in June 2010, and Dr. Almenoff, who serves as our President and Chief Medical Officer, is independent as defined in Rule 5605(a)(2) of the Nasdaq Stock Market listing rules. In addition to the specific bars to independence set forth in that rule, we also consider whether a director or his or her affiliates have provided any services to, worked for or received any compensation from us or PPD in the past three years in particular. Except for fees received by Dr. Bondurant as an independent director of PPD until December 5, 2011, none of our independent directors has done so. In addition, none of the nominees is related by blood, marriage or adoption to any other nominee or any executive officer of the Company.

Director Nominees

Name of Nominee	Age		Director Since	Position on Board
Peter B. Corr, Ph.D.		64	February 2010	Director
Wendy L. Dixon, Ph.D.		56	February 2010	Director
Fredric N. Eshelman, Pharm.D.		63	October 2009	Founding Chairman
Stephen W. Kaldor, Ph.D.		50	December 2010	Director
Robert P. Ruscher		52	February 2010	Director

Non-Director Nominee

Name of Nominee	Age	Position with Furiex
June S. Almenoff, M.D., Ph.D.	55	President and Chief Medical Officer

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Director Not Standing for Re-Election

Name	Age	Director Since	Position on Board
Stuart Bondurant, M.D.	82	February 2010	Director

Information about the Nominees

June S. Almenoff, M.D., Ph.D. has served as our President and Chief Medical Officer since March 2010. Prior to joining Furiex, Dr. Almenoff had over 12 years of pharmaceutical industry experience at GlaxoSmithKline, or GSK, from 1997 to 2010. Most recently, she was Vice President in the Clinical Safety organization at GSK. Dr. Almenoff led the GSK teams that developed three systems for minimizing risk in early- and late-stage drug development, which have been recognized by the Wall Street Journal Technology Innovation Award and several other prestigious awards. During her tenure at GSK, also Dr. Almenoff chaired a Pharma-FDA working group. Prior to joining GSK, Dr. Almenoff was on the faculty of Duke University Medical Center. Dr. Almenoff received her B.A. cum laude from Smith College. She graduated from the M.D.-Ph.D. program at the Mt. Sinai School of Medicine and completed a residency in Internal Medicine and a Fellowship in Infectious Diseases at Stanford University Medical Center. Dr. Almenoff is a board-certified Fellow of the American College of Physicians with 10 years of clinical practice experience, and she has authored over 45 publications.

Among other experience, qualifications, attributes and skills, Dr. Almenoff’s in-depth knowledge and understanding of our Company, experience in the drug discovery and development process and the pharmaceutical industry and her technical expertise in particular led to the conclusion of our Nominating and Governance Committee and of our full Board that she should serve as a director of our Company in light of our business and structure.

Peter B. Corr, Ph.D. is Co-Founder and Managing General Partner of Celtic Therapeutics Management LLP. Dr. Corr retired from Pfizer Inc. in December 2006 where he was Senior Vice President for Science and Technology, a position he had held since 2002. He also headed worldwide pharmaceutical research and development for Pfizer. Previously, Dr. Corr served as Executive Vice President, Pfizer Global Research & Development, and President, Worldwide Development. Prior to Pfizer, Dr. Corr served as Senior Vice President, Discovery Research, at Monsanto/Searle and President of Pharmaceutical Research and Development at Warner Lambert/Parke Davis. Dr. Corr, who received his Ph.D. from Georgetown University School of Medicine, spent 18 years as a researcher in molecular biology and pharmacology at Washington University in St. Louis. When he left Washington University, Dr. Corr was Professor, Department of Medicine (Cardiology) and Professor, Department of Pharmacology and Molecular Biology. His research has been published in more than 160 scientific manuscripts. In addition to his work at Pfizer, Dr. Corr was Chairman of the Science & Regulatory Executive Committee of the Pharmaceutical Research and Manufacturers of America (PhRMA); Chairman of the PhRMA Foundation Board of Directors; and Chairman of the Hever Group for several years, representing Chief Scientific Officers (CSOs) across the European and U.S. based pharmaceutical industry.

Among other experience, qualifications, attributes and skills, Dr. Corr’s executive experience at leading pharmaceutical research and development companies supports his service as a director of our Company in light of our business and structure.

Wendy L. Dixon, Ph.D. is a Senior Advisor to The Monitor Group, a worldwide consulting firm. She has had an over 30-year career in the pharmaceutical and biotechnology business, combining a technical background and experience in drug development and regulatory affairs with commercial responsibilities in building and leading organizations and launching and growing more than 20 pharmaceutical products including Tagamet, Fosamax, Singulair, Plavix, Abilify, Reyataz and Baraclude. From 2001 to 2009 she was Chief Marketing Officer and President, Global Marketing for Bristol-Myers Squibb, and served on the CEO’s Executive Committee. From 1996 to 2001 she was Senior Vice President Marketing at Merck and prior to that she held

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executive management positions at West Pharmaceuticals, Osteotech and Centocor, and various positions at SmithKline and French (now GlaxoSmithKline) in marketing, regulatory affairs, project management and as a biochemist. Dr. Dixon serves on the boards of directors of Alkermes, Inc., Ardea Biosciences, Inc., Incyte Corporation and Orexigen Therapeutics, Inc.

Among other experience, qualifications, attributes and skills, Dr. Dixon’s technical background in drug development, commercialization, marketing and regulatory affairs supports her service as a director of our Company in light of our business and structure.

Fredric N. Eshelman, Pharm.D. has served as our Chairman since we were founded in 2009, and served as PPD’s Executive Chairman from July 2009 until its acquisition in December 2011. He served as Chief Executive Officer of PPD from July 1990 to July 2009 and as Vice Chairman of its Board of Directors from July 1993 to July 2009. Dr. Eshelman founded PPD’s predecessor and served as its Chief Executive Officer until its sale to PPD in 1989. Dr. Eshelman served as Senior Vice President, Development and as a director of Glaxo Inc., a subsidiary of Glaxo Holdings plc, from 1989 through 1990 before rejoining PPD.

Among other experience, qualifications, attributes and skills, Dr. Eshelman’s status as our founder, and his unique experience, in-depth knowledge and understanding of drug discovery and development, stature in the pharmaceutical and clinical research organization industries, and perspective on our business in particular supports his service as a director of our Company in light of our business and structure.

Stephen W. Kaldor, Ph.D. is the President and Chief Executive Officer of Quanticel Pharmaceuticals, a privately held cancer drug discovery company, and is also a Venture Partner at Versant Ventures. From 2007 to 2010 he served as President and Chief Executive Officer of Ambrx, a pioneering biologics company. Dr. Kaldor ran Syrrx, a privately-held, structure-based drug discovery company, as its President and Chief Scientific Officer from 2003 to 2005. After Takeda Pharmaceuticals acquired Syrrx for $270 million in 2005, Dr. Kaldor continued to serve as President and Chief Scientific Officer of Takeda San Diego Inc., the U.S. Discovery Research Center for Takeda Pharmaceuticals until 2007. He also has over 12 years of drug discovery and development experience at Eli Lilly and Company, and has served as a researcher and director with line management responsibility for groups of up to 270 people. Dr. Kaldor holds a B.S. in chemistry from Columbia University and a Ph.D. in organic chemistry from Harvard University. Dr. Kaldor is the co-inventor of multiple compounds that have advanced into the clinic, including Viracept^®, a marketed HIV protease inhibitor. He has also served on the board of directors of Amira Pharmaceuticals through its acquisition by Bristol-Myers Squibb and Anaphore, Inc., a biologics company.

Among other experience, qualifications, attributes and skills, Dr. Kaldor’s technical background in drug discovery and management of drug development companies supports his service as a director of our Company in light of our business and structure.

Robert P. Ruscher has more than 20 years of experience working closely with emerging growth, technology-based companies (privately held/venture capital-backed and publicly traded), as well as the investors and investment banks that help finance them. Mr. Ruscher began his business career as a certified public accountant working with San Francisco Bay area technology companies for three years, which was followed by seven years as a corporate attorney representing primarily life science companies, including those focused in the fields of biotechnology and specialty pharmaceuticals. In 1995 Mr. Ruscher joined Salix Pharmaceuticals (a gastroenterology specialty pharmaceutical company) as Director, Business Development and advanced to positions of increasing responsibility, culminating in becoming President and Chief Executive Officer and a member of the Board of Directors in 1999. As President and Chief Executive Officer, Mr. Ruscher formulated and implemented Salix’s strategic change from a “virtual” model to a successful product-based sales and marketing focused specialty pharmaceutical company, including managing significant employee growth, overseeing a successful FDA New Drug Application approval process for Salix’s first product and receiving an FDA approvable letter for its second product. Mr. Ruscher served as President and Chief Executive Officer of

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Salix from 1999 to 2002, served as Executive Chairman of the Board from 2002 to 2003, and retired from Salix in 2005. Since that time he has been a private investor.

Among other experience, qualifications, attributes and skills, Mr. Ruscher’s experience in public company management, business development and accounting supports his service as a director of our Company in light of our business and structure.

Recommendation

Our Board of Directors unanimously recommends a vote “FOR ALL NOMINEES” in favor of each of the nominees listed above.

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CORPORATE GOVERNANCE MATTERS

Information About the Board of Directors and its Committees

The Board of Directors is responsible for the general oversight and management of the Company. The Board oversees risks related to the Company’s business through reports from the President and Chief Medical Officer and the Board’s committees. The Board has historically separated the positions of Chairman of the Board and principal executive officer, with Dr. Eshelman serving as Chairman while our President and Chief Medical Officer, Dr. June S. Almenoff is our principal executive officer. The Board believes the separation of these positions has served the Company well, and intends to maintain this separation where appropriate and practicable. We believe our leadership structure is appropriate given the size of our Company, Dr. Eshelman’s historical and strategic experience and understanding of our Company and industry, and Dr. Almenoff’s medical and scientific background, skill in drug development, and business development and management experience in the pharmaceutical industry.

The Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee.

Mr. Ruscher, Chairman, Dr. Bondurant, Dr. Dixon and Dr. Kaldor, each of whom is independent under the Nasdaq Stock Market listing rules and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, are currently members of the Audit Committee. In 2011, the Audit Committee held seven meetings. The Audit Committee is solely responsible for the engagement of the independent auditors; reviews with management and with the independent auditors the scope and results of the Company’s audits, the internal accounting controls of the Company, financial reporting processes and audit policies and practices; pre-approves all of the professional services furnished by the independent auditors; and oversees the Company’s internal audit function and corporate compliance program. The Committee is responsible for monitoring the risks related to financial reporting, accounting, treasury, legal and corporate compliance matters. The Committee fulfills this responsibility through systematic, regular reviews of these functions with the support of independent third parties and independent auditors, and reports the results of these reviews to the Board as appropriate.

Dr. Corr, Chairman, Dr. Dixon and Mr. Ruscher, each of whom is independent under the Nasdaq Stock Market listing rules, are currently members of the Compensation Committee. During 2011, the Compensation Committee held six meetings. Pursuant to the Compensation Committee charter, the Compensation Committee has the sole authority to determine the compensation of both the Company’s Chairman and of its principal executive officer, to review and approve the compensation of the Company’s other executive officers and to review the compensation of the Company’s directors and recommend changes in the directors’ compensation to the Board of Directors. The Committee also oversees the administration of the Company’s equity compensation, retirement, incentive compensation and benefit plans. In performing these functions, the Committee evaluates the risks relating to the attraction and retention of talent and the Company’s compensation plans.

Dr. Bondurant, Chairman, Dr. Corr, Dr. Kaldor and Mr. Ruscher, each of whom is independent under the Nasdaq Stock Market listing rules, are currently members of the Nominating and Governance Committee. The Nominating and Governance Committee held three meetings in 2011. The Nominating and Governance Committee identifies individuals qualified to become Board members, recommends director nominees to the Board, reviews the composition of the Board and its committees, develops and recommends to the Board appropriate corporate governance guidelines and oversees the Board’s annual self-evaluation process. Immediately following the 2012 stockholder meeting, the Nominating and Governance Committee will recommend to the full Board a new committee chair and any other committee membership changes it deems appropriate in light of Dr. Bondurant not standing for re-election.

In 2011, the Board held seven meetings. Each incumbent member of the Board during the time he or she served as a director of the Company attended at least 75% of the 2011 meetings of the Board of Directors and Board committees of which he or she was a member. The Board has closed sessions of its independent directors

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generally at each regularly scheduled meeting. Although the Company does not have a formal written policy with respect to Board members’ attendance at its annual meeting of stockholders, it encourages all directors to attend that meeting.

Stockholders may send any communications regarding Company business to the Board of Directors or any individual director in care of the Secretary of the Company at our principal executive offices located at 3900 Paramount Parkway, Suite 150, Morrisville, North Carolina 27560. The Secretary will forward all such communications to the addressee.

To be considered as a director nominee, an individual must have, among other attributes: high personal and professional ethics, integrity and values; commitment to Furiex and its stockholders; an inquisitive and objective perspective and mature judgment; availability to perform all Board and committee responsibilities; and independence. In addition to these minimum requirements, the Nominating and Governance Committee will also evaluate whether the nominee’s skills are complementary to the existing directors’ skills and the Board’s need for operational, management, financial, international, industry-specific or other expertise. We do not have a specific written policy with regard to the consideration of diversity in identifying director nominees. We focus on identifying nominees with experience, qualifications, attributes and skills to work with the other directors to serve the long-term interests of our stockholders. All those matters being equal, we do and will consider diversity a positive additional characteristic in potential nominees.

The Nominating and Governance Committee invites Board members to submit nominations for director. In addition to candidates submitted by Board members, director nominees recommended by stockholders will be considered. Stockholder recommendations must be made in accordance with the procedures described in the following paragraph and will receive the same consideration that other nominees receive. All nominees are evaluated by the Nominating and Governance Committee to determine whether they meet the minimum qualifications and whether they will satisfy the Board’s needs for specific expertise at that time. The Committee recommends to the full Board nominees for election as directors at the Company’s annual meeting of stockholders.

Our bylaws permit any stockholder of record to nominate directors. You must give written notice of your intent to make nominations by personal delivery or by certified mail, postage prepaid, to the Secretary of the Company. Any such timely notice will be forwarded to the Nominating and Governance Committee. If the election is to be held at the annual meeting of stockholders, you must give your notice not more than 90 days nor less than 50 days before the meeting. If the election is to be held at a special meeting of stockholders called to elect directors, you must give your notice by the tenth business day following the date on which notice of the special meeting is first given to stockholders. Your notice must include the following: (1) your name and address, as they appear on the Company’s books, and the name and residence address of the persons to be nominated; (2) the class and number of shares of the Company which you beneficially own; (3) a representation that you are a stockholder of record of the Company entitled to vote at the meeting and intend to appear in person or by proxy to nominate the persons specified in your notice; (4) a description of all arrangements or understandings between you and each nominee and any other persons, by name, as to how you will make the nominations; (5) all other information regarding each nominee you propose which is required to be disclosed in a solicitation of proxies for election of directors or is required under Regulation 14A of the Securities Exchange Act of 1934, including any information required to be included in a proxy statement if the nominee had been nominated by the Board of Directors; and (6) the written consent of each nominee to be named in a proxy statement to serve as a director, if elected.

No stockholder has properly nominated anyone for election as a director at this annual meeting.

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PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Pursuant to its charter, the Audit Committee of our Board of Directors has appointed the firm of Deloitte & Touche LLP, Raleigh, North Carolina, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2012. While the Audit Committee is solely responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, the Committee and the Board of Directors are requesting that the stockholders ratify this appointment. If the stockholders ratify this appointment, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it believes that doing so would be in the best interests of our stockholders. If the stockholders do not ratify this appointment, the Audit Committee may reconsider, but might not change, its appointment.

Deloitte & Touche LLP, or D&T, has audited our financial statements annually since our formation in 2010. Representatives of Deloitte & Touche LLP are expected to be present at the annual meeting of stockholders with the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Vote Required

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the meeting.

Voting by the Proxies

The proxies will vote your common stock in accordance with your instructions. Unless you give specific instructions to the contrary, your common stock will be voted for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

Recommendation

The Board of Directors unanimously recommends that stockholders vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

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PROPOSAL NO. 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our Board of Directors is submitting a “say on pay” proposal for stockholder consideration. While the vote on executive compensation is nonbinding and solely advisory in nature, our Board of Directors and the Compensation Committee value the opinion of our stockholders and will review the voting results and seek to determine the causes of any significant negative voting result to better understand issues and concerns not previously presented.

Executive compensation is an important matter for our stockholders. The core of our executive compensation philosophy and practice continues to be to pay for performance. Our executive officers are compensated in a manner consistent with our strategy, competitive practice, sound corporate governance principles, and stockholder interests and concerns. We believe our compensation program is strongly aligned with the long-term interests of our stockholders. Compensation of our executive officers is designed to enable us to attract and retain talented and experienced senior executives to lead us successfully in a competitive environment.

The compensation of the named executive officers is described on pages 14-23, including the Compensation Discussion and Analysis (“CD&A”) on pages 14-20. The CD&A section of this proxy statement provides additional details on our executive compensation, including our compensation philosophy and objectives and the fiscal 2011 compensation of the named executive officers.

We are asking stockholders to vote on the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement for the 2012 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table for fiscal 2011 and the other related tables and disclosures).”

As indicated above, the stockholder vote on this resolution will not be binding on us or on the Board of Directors, and will not be construed as overruling any decision by us or by the Board of Directors. The vote will not be construed to create or imply any change to our fiduciary duties or those of the Board, or to create or imply any additional fiduciary duties for us or the Board of Directors.

Recommendation

Our Board of Directors unanimously recommends a vote FOR the approval of the compensation of the named executive officers.

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OTHER INFORMATION

Principal Stockholders

The following table shows the number of shares of the Company’s common stock beneficially owned as of March 15, 2012 by:

• each person known by us to own beneficially more than 5% of the outstanding shares of our common stock;

• each director and nominee for director;

• each of our executive officers named in the Summary Compensation Table below (the “named executive officers”); and

• all current directors and executive officers of the Company as a group.

Except as indicated in footnotes to this table, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown, and their address is c/o Furiex Pharmaceuticals, Inc., 3900 Paramount Parkway, Suite 150, Morrisville, North Carolina 27560. As of March 15, 2012, the Company had 9,949,422 shares of common stock outstanding. Share ownership in each case also includes shares issuable upon exercise of outstanding options that can be exercised within 60 days after March 15, 2012 for purposes of computing the percentage of common stock owned by the person named. Options owned by a person are not included for purposes of computing the percentage owned by any other person.

Executive Officers, Directors and Five Percent Stockholder	Shares Beneficially Owned		Percentage Beneficially Owned
Invus Public Equities, L.P.(1)		695,000		7.0	%
750 Lexington Avenue, 30th Floor New York, New York 10022
BlackRock, Inc.(2)		633,602		6.4	%
40 East 52nd Street New York, New York 10022
683 Capital Management, LLC(3)		557,527		5.6	%
595 Madison Avenue, 17th Floor New York, New York 10022
FMR LLC(4)		500,025		5.0	%
82 Devonshire Street Boston, Massachusetts 02109
Fredric N. Eshelman(5)		2,296,655		23.1	%
June S. Almenoff(6)		78,571		*
Stuart Bondurant(7)		24,267		*
Peter B. Corr(7)		17,570		*
Paul S. Covington(8)		45,486		*
Wendy L. Dixon(7)		17,570		*
Stephen W. Kaldor		—		—
Gail F. McIntyre(8)		49,331		*
Robert P. Ruscher(7)		17,570		*
Marshall H. Woodworth(9)		40,012		*
All current executive officers and directors as a group (10 persons)(10)		2,587,032		25.3	%

* Less than one percent.

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(1) Based on a Schedule 13G filed with the SEC on February 14, 2012. The Schedule 13G provides that Invus Public Equities, L.P., along with Invus Public Equities Advisors, L.L.C., Ulys, L.L.C. and Raymond Debbane holds shared voting and dispositive power as to 695,000 shares of common stock.

(2) Based on information contained in Schedule 13G filed with the SEC on February 9, 2012. The Schedule 13G provides that BlackRock, Inc. holds sole voting and dispositive power as to 633,602 shares.

(3) Based on a Schedule 13G filed with the SEC on February 13, 2012. The Schedule 13G provides that 683 Capital Management, LLC, along with 683 Capital Partners, LP and Ari Zweiman holds shared voting and dispositive power as to 557,527 shares of common stock.

(4) Based on a Schedule 13G filed with the SEC on February 14, 2012. The Schedule 13G provides that Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC (“FMR”) and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 (“Fidelity”), is the beneficial owner of 500,025 shares as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Edward C. Johnson 3d, Chairman of FMR, and FMR, through its control of Fidelity, and the funds each has sole power to dispose of 500,025 shares. The Board of Trustees for Fidelity has the sole voting power as to 500,025 shares.

(5) Based on information contained in Schedule 13D filed with the SEC on March 13, 2012. Includes 41,666 shares of common stock held in a grantor retained annuity trust, 66,814 shares of common stock held in a limited liability company and 140 shares of common stock held by Mrs. Eshelman.

(6) Includes 74,571 shares issuable upon exercise of options.

(7) Includes 17,570 shares issuable upon exercise of options.

(8) Includes 42,563 shares issuable upon exercise of options.

(9) Includes 33,801 shares issuable upon exercise of options.

(10) Includes the shares described in footnote 5 above.

Compensation of Non-Employee Directors

The cash and equity compensation payable to non-employee directors (“Outside Directors”) is described below. Members of our Board who are also employees of Furiex are not entitled to any compensation with respect to their service as Board members.

Cash Compensation

Each Outside Director receives a retainer of $25,000 per year. The Chairperson of the Audit Committee receives a retainer of $10,000 per year and the Chairperson of the Compensation Committee and the Nominating and Governance Committee each receives a retainer of $7,500 per year for his or her service. Each Outside Director also receives cash compensation for attendance at meetings of our Board and committees of our Board in the amount of $2,000 for attendance in person and $1,000 for attendance by telephone. We pay all cash compensation to Outside Directors for their service on our Board and its committees and attendance on meetings on a quarterly basis in arrears. We also reimburse our directors for their travel expenses for Board and committee meetings.

Equity Compensation

Other than Dr. Eshelman, whose equity compensation is covered by his consulting agreement described below, Outside Directors elected or appointed prior to our June 2010 spin-off from PPD each received an equity award consisting of options with an aggregate fair value of $100,000. Beginning in 2011, each Outside Director will receive an annual grant of options to purchase 17,500 shares of our common stock. We currently anticipate each grant will be made out of the 2010 Stock Plan. Options granted to our Board members for annual service vest immediately prior to the next election of directors, subject to the Board member’s continued service.

Consulting Agreement with Dr. Eshelman

We entered into a consulting agreement with Dr. Eshelman in June 2010 immediately prior to the spin-off. Pursuant to the consulting agreement, Dr. Eshelman provides us senior strategic oversight services, assists our

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President and Chief Medical Officer with executive functions, including executive decision-making and strategic discussions with senior management, assists us with investor relations matters and provides other services as needed or requested by us. We believe these services will be important to our long-term success, given Dr. Eshelman’s knowledge of our business as well as his extensive experience and expertise in drug development. For his services, we granted Dr. Eshelman stock options to purchase shares of our common stock equal to 2.0% of our common stock outstanding immediately after the completion of the spin-off, and granted him additional stock options for an additional 1.0% in October 2011. The options will vest over three years, with one third of the options vesting on each of the first, second and third anniversaries of the grant. The option exercise prices equal the fair market value of our common stock at the close of market on the date of grant. We also will reimburse Dr. Eshelman for his reasonable and necessary business expenses incurred in connection with providing the services. The agreement may be terminated by us or by Dr. Eshelman at any time and for any reason upon 30 days’ written notice. If Dr. Eshelman terminates his engagement for any reason or if his engagement terminates due to his death or disability, then unless our Board approves otherwise, any unvested options will terminate. If we terminate Dr. Eshelman’s engagement at any time without cause (as defined in our stock plan), then all unvested options will immediately vest. If we terminate Dr. Eshelman’s engagement for cause, then all unexercised options, whether vested or not, will terminate.

Director Compensation in Fiscal Year 2011

The following table shows the compensation earned by each non-employee director of the Company for the year ended December 31, 2011.

Name	Fees Earned or Paid in Cash ($)(1)		Option Awards ($)(2)(3)		All Other Compensation ($)		Total ($)
Stuart Bondurant	$	58,500	$	141,010	$	—	$	199,510
Peter B. Corr		57,500		141,010		—		198,510
Wendy L. Dixon		54,000		141,010		—		195,010
Fredric N. Eshelman		35,000		1,270,666		—		1,305,666
Stephen W. Kaldor		46,000		176,017		—		222,017
Robert P. Ruscher		70,000		141,010		—		211,010

(1) Consists of the annual Board retainer, Board and committee meeting fees, and committee chair retainers.

(2) On May 19, 2011, Furiex granted each non-employee director, except Dr. Eshelman and Dr. Kaldor, nonqualified options to purchase 8,675 shares of common stock of the Company having an aggregate grant date fair value of $70,023 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation, or FASB ASC Topic 718. On May 19, 2011, Furiex granted Dr. Kaldor nonqualified options to purchase 13,012 shares of common stock of the Company having an aggregate grant date fair value of $105,030 computed in accordance with FASB ASC Topic 718. On October 12, 2011, Furiex granted each non-employee director, except Dr. Eshelman, nonqualified options to purchase 8,825 shares of common stock of the Company having an aggregate grant date fair value of $70,987 computed in accordance with FASB ASC Topic 718. As of December 31, 2011, the total number of shares underlying options held by all non-employee directors who received 2010 and 2011 grants was 162,117.

(3) Pursuant to the consulting agreement discussed above, Furiex granted Dr. Eshelman nonqualified options to purchase (i) 197,627 shares of common stock of the Company on June 17, 2010, having an aggregate fair value as of December 31, 2010 of $2,402,551, and (ii) 98,813 shares of common stock of the Company on October 3, 2011, having an aggregate fair value as of December 31, 2011 of $1,270,666, each as computed in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees. As of December 31, 2011, the number of shares underlying options held by Dr. Eshelman was 230,564.

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Executive Compensation

Compensation Discussion and Analysis

We have separated our discussion of executive compensation into the following sections:

• the guiding philosophy and objectives for our executive compensation program; and

• 2011 compensation of our named executive officers.

Compensation Program Objectives

We seek to establish and implement a compensation system for our executive officers that is performance-oriented and designed to meet the following objectives:

• enable the Company to attract, retain and motivate its executive officers;

• provide for compensation that is both externally competitive and internally equitable;

• reward for outstanding Company and individual performance reflecting the goals and values of the Company;

• provide long-term incentive compensation through equity grants; and

• promote long-term shareholder value.

To achieve these objectives, we seek to design our executive compensation program and set compensation levels that are comparable to those of other companies that compete with us for executive talent. We use both objective and subjective criteria to evaluate Company and individual performance and set compensation. This approach should allow the Compensation Committee to exercise discretion and not rely solely on rigid formulas and quantitative analyses. We also generally target cash compensation at the 50^th to 75^th percentile of our peer companies and supplement that with additional executive compensation in the form of equity grants. Through a discretionary annual cash incentive plan, the Compensation Committee also seeks to reward outstanding performance, incentivize future achievement and assist in attracting and retaining our executive officers. We provide long-term compensation in the form of stock options that generally vest over a three-year period. We believe these awards allow the executive officers to participate in the long-term success of the Company, align their interests with those of our shareholders, reward for past performance and incentivize future performance, and help retain talented executive management personnel.

We rely on various sources of information to assist us in establishing and maintaining our compensation program, including an independent compensation consulting firm, Frederic W. Cook & Co., Inc., retained by PPD to advise it prior to the spin-off on our compensation programs, the Radford Global Life Sciences Survey for companies with fewer than 150 employees, and the experience and knowledge of our Compensation Committee and senior management. The Compensation Committee uses information from these sources to assist it in evaluating the competitiveness of the Company’s executive compensation program, setting compensation levels for the executive officers and meeting the Compensation Committee’s stated compensation objectives.

We believe that the Company’s compensation program for its executive officers are competitive and appropriately designed to attract and retain key employees, reward superior performance and promote long-term shareholder value. The Compensation Committee plans to continue to review the compensation payable to the Company’s executive officers, periodically evaluate the Company’s compensation practices, at times with the assistance of an independent compensation consultant, and make any changes it deems appropriate to the Company’s compensation structure to ensure that the programs are designed and implemented to achieve the Committee’s stated goals.

Executive Compensation Policy

The principal components of compensation for the Company’s executive officers are base salary, discretionary annual cash incentive awards and long-term incentive compensation in the form of equity grants.

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The Company also provides severance benefits upon a change in control of the Company, a 401(k) retirement savings plan with matching contributions from the Company, a group health plan, group term life insurance, and short-term disability and long-term disability coverage. The Company does not maintain supplemental retirement programs for its executive officers because we believe that the existing compensation arrangements enable the Company’s executive officers to adequately plan for their retirement.

The Company has entered into employment agreements with each of its executive officers. We believe that employment agreements with shorter terms and annual performance reviews promote better performance by Company executives. Thus, we follow a general policy that employment agreements for executives will have an initial term of one year, with a provision for successive one-year renewal terms unless either party gives notice to the other that the agreement will not be renewed.

Tally Sheets

We also periodically review tally sheets setting forth and totaling all components of compensation for each of the Company’s executive officers, including base salary, annual cash incentive awards, equity awards and other perquisites. The overall purpose of these tally sheets is to bring together, in one place, all the elements of compensation of the executive officers. This allows us to quantitatively analyze both the individual elements of compensation and the aggregate amounts of compensation. It also facilitates our review of the compensation of each of the executive officers compared to the others, which we will do in order to evaluate the internal equity of our executive compensation program.

Compensation Program Elements

Base Salary. Furiex’s base salary is designed to recognize the duties and responsibilities of each executive officer and the experience, knowledge, ability and skill of the executive officer that holds each such position. We believe that base salaries are an important component of the Company’s executive compensation program and are critical in attracting and retaining executive talent. The Compensation Committee reviews base salaries of the Company’s executive officers on an annual basis. In setting annual base salaries, the Compensation Committee considers the Company’s overall financial and operating performance in the prior year, the Company-wide target for base salary increases for all employees, market and competitive salary information as noted above, inflation, changes in the scope of an executive officer’s job responsibilities, other components of compensation and other relevant factors. The Compensation Committee also reviews the executive officer’s individual performance. For the principal executive officer, President and Chief Medical Officer June S. Almenoff, the Compensation Committee itself evaluates performance and determines the salary adjustment, with input from our Chairman, Dr. Eshelman. For each other executive officer, the Compensation Committee receives an evaluation from Dr. Almenoff and input from Dr. Eshelman on that person’s performance and a recommendation for a salary adjustment.

Annual Incentive Cash Compensation. Annual cash bonuses are an important element of the Company’s executive compensation program. This component of compensation provides an incentive to the executive officers to achieve both Company and individual performance objectives and to be rewarded for those achievements. The Compensation Committee establishes bonus ranges and targets that are designed to ensure that targeted incentive and total cash compensation is competitive.

Our plan is that each year, the Compensation Committee will adopt a discretionary employee incentive compensation plan for that year, typically prior to or during the first quarter of the plan year. The Compensation Committee adopted the 2011 plan in May based on its review of the Company’s goals and objectives for 2011. These goals and objectives were broad-based and encompassed the Company’s product pipeline and portfolio development, business and financial goals, operational excellence, initiatives in the investor relations and scientific communities, and promotion and development of the Company’s people and culture. It applies to all full-time Company employees and provides for bonus ranges and targets for all management and non-management positions based on a percentage of eligible base earnings for the plan year, but with awards

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made entirely at the discretion of the Committee. The President, with input from our chairman, Dr. Eshelman, makes recommendations for the bonus ranges and targets for the Company’s named executive officers other than herself. The Committee determines the bonus ranges and targets for the President and the Company’s other named executive officers. In all cases, the Committee seeks to establish bonus ranges and targets that are designed to ensure that targeted incentive and total cash compensation is competitive.

Annual cash awards under the annual employee incentive compensation plan, including those paid to the Company’s executive officers, are determined and paid during the first quarter of the year following the plan year. The President submits her recommendations for annual cash awards for the named executive officers other than herself to the Committee for their review and approval. In accordance with its charter and established practice, the annual cash incentive award for the President is determined solely by the Committee in closed session outside the presence of the President. The Committee determines the annual cash award for the President based on the plan as approved by the Committee, the Company’s performance as noted above and such officer’s performance during the plan year.

The employee incentive compensation plan is designed to reward individuals for superior achievement over and above the expected, day-to-day performance of their respective job duties and responsibilities. Cash payments under the 2011 plan were determined, subject to the discretion of the Committee, based 80% on the Company’s overall financial and operating performance for the year, and 20% on individual performance and contributions to the Company during the year. Individual discretionary awards under the plan are made from an annual bonus pool reserved for and based on the Company’s performance. The size of the bonus pool for each year is based on the Company’s annual budget. Company operational and financial goals for 2011 focused on executing our plan to advance our development compounds through Phase II trials in the most efficient and effective manner possible, manage our cash and funding initiatives to assure critical funding to advance our compounds, continuously adopt and improve corporate and operational best practices, increase the knowledge and awareness of Furiex in the investment and scientific communities, and continuously encourage the professional development of our team and promote our culture embodying our core values. Neither the size of the final bonus pool nor individual discretionary bonuses paid to participants in the incentive plan, including the named executive officers, are based on a specific formula or level of achievement compared to the plan, but rather at the discretion of the Committee taking into account the factors discussed above. The Committee believes that these objectives, including meeting the Company’s projected financial goals, are achievable, yet challenging.

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In 2011, the Company’s financial performance exceeded our expectations. The Company completed the Phase II activities for our product candidates significantly ahead of schedule, and we significantly advanced our plans to partner the MuDelta and JNJ-Q2 compounds. We maintained a strong cash position for a drug development company and incorporated a $10.0 million loan into our capital structure, which resulted in a significant improvement in our overall financial condition. At the same time, we improved our functions as a team, with more robust corporate and operational infrastructure, sound corporate processes and a stronger presence in the investor relations and scientific communities. Based on the Company’s financial results and operational success, and the individual performance of the named executive officers, in February 2012 the Compensation Committee approved the following incentive compensation awards:

	Incentive Compensation Award
	Target			Actual Award
Name and Title	% of Eligible Earnings			% of Eligible Earnings			Dollar Amount
June S. Almenoff President and Chief Medical Officer		50	%		52	%	$	187,787
Paul S. Covington Senior Vice President-Clinical Development and Operations		35	%		37	%		109,082
Gail F. McIntyre Senior Vice President-Research		35	%		37	%		99,529
Marshall H. Woodworth Chief Financial Officer, Treasurer and Assistant Secretary		30	%		32	%		74,451

The Committee believes its approach to cash incentive awards properly motivates and rewards the Company’s executive officers and provides the Committee with appropriate discretion and flexibility to set awards that reflect both the Company’s performance and each named executive officer’s contributions for the given year. The cash incentive awards paid under the Company’s employee incentive compensation plan for 2011 set forth above are shown in the Summary Compensation Table below.

Perquisites and Other Benefits. The Company’s philosophy is not to provide executive perquisites or other benefits. Instead, we maintain broad-based benefits that are provided to all employees, including our executive officers. These benefits include a 401(k) retirement savings plan with matching contribution from the Company, a group health plan, group term life insurance, and short-term disability and long-term disability coverage.

Stock-Based Awards. Stock-based awards under our 2010 Stock Plan are the primary form of long-term compensation offered to our named executive officers. Under our 2010 Stock Plan, the Compensation Committee may grant named executive officers and other employees eligible to participate in the Plan incentive and nonqualified stock options, restricted stock and other forms of stock-based awards.

We grant nonqualified stock option awards to our named executive officers under comprehensive guidelines that apply to all participants in the 2010 Stock Plan to assure internal equity. The Compensation Committee reviews and updates these guidelines annually to ensure that this component of our employee compensation program is competitive. The guidelines establish ranges for the size of option awards for all eligible positions. The ranges for awards are based upon the position held or to be held. Within these ranges, the actual size of the annual stock option awards for the Company’s executive officers is subject to the Committee’s discretion and, like the cash awards discussed above, is generally tied to the Company’s overall financial and operating performance and the individual performance of the named executive officer.

Option awards to named executive officers and other employees eligible to participate in our 2010 Stock Plan generally have a term of 10 years and are typically subject to a three-year vesting schedule, with one-third of the award vesting on each of the first, second and third annual anniversaries of the grant date. Stock option

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awards are priced at the closing price of the Company’s common stock on the date of grant, as reported by Nasdaq.

In May 2011, the Compensation Committee approved stock option awards to all eligible employees, including the Company’s named executive officers, in recognition of accomplishments related to operational activities to advance our MuDelta, JNJ-Q2 and PPD-10558 product candidates. Options subject to this grant vest over a two-year period, with one-third of the options vesting upon grant, one-third vesting on the first anniversary of the grant, and the remaining one-third vesting on the second anniversary of the grant.

In October 2011 the Compensation Committee approved stock option awards to certain employees, including the Company’s named executive officers. Furiex committed in each employee’s employment offer letter to grant these options on the second anniversary of the spin-off from PPD. The Committee accelerated the option grants in recognition of the rapid completion and conclusion of Phase II activities for our MuDelta, JNJ-Q2 and PPD-10558 product candidates ahead of the targeted completion date for these programs set for the first half of 2012. These options vest over the Company’s typical three-year vesting period.

The Committee believes its stock option award program is consistent with its stated objective of establishing a performance-based executive compensation system to reward and incentivize the named executive officers because the value of the executive’s stock options generally will be tied to the Company’s financial and operating performance over time. The Committee believes this link to longer-term performance aligns the interests of the named executive officers with the interests of our stockholders. In addition, the typical three-year vesting schedule for most stock option awards helps the Company retain executive talent because unvested stock options are automatically forfeited upon the termination of an executive officer’s employment. Thus, the recipient of a stock option award is incentivized to remain with the Company during the vesting period.

The Compensation Committee approved initial stock option awards to all eligible employees, including the Company’s named executive officer grants listed in the Grants of Plan-based Awards table below, in June 2010, shortly after completion of our spin-off.

Policy on Timing of Equity Grants

We do not have any formal plan or practice to time equity grants in coordination with our public release or disclosure of material nonpublic information, but we generally only make grants at times when we do not have any material nonpublic information about our Company. We also do not time our release of material nonpublic information for purposes of affecting the value of compensation to employees, including our officers. Our equity grant policies provide that:

• Equity grants approved by the Compensation Committee will be granted effective as of the date of the meeting, unless another later date is specified by the Compensation Committee, at its discretion, including because the public announcement of material information is anticipated.

• Equity grants approved by the Compensation Committee pursuant to a unanimous written consent will be effective as of the first business day of the week following the receipt by the Company of the last signature required for such consent, unless another effective date is specified by the terms of such consent, which date shall be no earlier than the date the written consent shall become effective.

Employment Agreements

June S. Almenoff, M.D., Ph.D., President and Chief Medical Officer, entered into an employment agreement with the Company effective March 16, 2010. The employment agreement provides for automatic one-year renewals unless either party gives notice to the other at least 90 days prior to the end of the then current term that the agreement will not be renewed. This agreement automatically renewed in March 2012. In the event we were to terminate Dr. Almenoff’s employment without cause, she will receive severance pay equal to 12 months of base salary at the time of termination, and 12 months additional stock option vesting. Dr. Almenoff’s

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base salary provided in the agreement is $350,000 per year, which the Company may review and adjust periodically but may not reduce below that amount.

Paul S. Covington, M.D., Senior Vice President-Clinical Development and Operations, entered into an employment agreement with the Company effective January 15, 2010. The employment agreement provides for automatic one-year renewals unless either party gives notice to the other at least 90 days prior to the end of the then current term that the agreement will not be renewed. This agreement automatically renewed in January 2012. In the event we were to terminate Dr. Covington’s employment without cause, he will be paid the salary for the remaining term of the agreement. Dr. Covington’s base salary provided in the agreement is $285,000 per year, which the Company may review and adjust periodically.

Gail McIntyre, Ph.D., Senior Vice President-Research, entered into an employment agreement with the Company effective April 1, 2010. The employment agreement provides for automatic one-year renewals unless either party gives notice to the other at least 90 days prior to the end of the then current term that the agreement will not be renewed. This agreement automatically renewed in April 2012. In the event we were to terminate Dr. McIntyre’s employment without cause, she will be paid the salary for the remaining term of the agreement. Dr. McIntyre’s base salary provided in the agreement is $265,000 per year, which the Company may review and increase periodically.

Marshall Woodworth, Chief Financial Officer, Treasurer and Assistant Secretary, entered into an employment agreement with the Company effective January 29, 2010. The employment agreement provides for automatic one-year renewals unless either party gives notice to the other at least 90 days prior to the end of the then current term that the agreement will not be renewed. This agreement automatically renewed in January 2012. In the event we were to terminate Mr. Woodworth’s employment without cause, he will be paid the salary for the remaining term of the agreement. Mr. Woodworth’s base salary provided in the agreement is $220,000 per year, which the Company may review and adjust periodically.

Change in Control Severance Agreements

We have entered into severance agreements with each of our executive officers. Each agreement provides for a severance payment upon termination of the executive officer’s employment, other than for cause, within one year after a change in control of the Company, including constructive termination of employment due to a substantial diminution in duties, reduction in base salary or required relocation. The amount of the severance payment equals a factor times the sum of (i) the executive officer’s base salary for the 12-month period prior to termination of employment plus (ii) the greater of (A) the executive officer’s target bonus under the Company’s incentive cash bonus plan in effect immediately prior to termination of employment or (B) the average of the cash bonuses received by the executive officer in the two successive 12-month periods immediately prior to termination of employment. Dr. Almenoff is entitled to a severance payment equal to two times the severance amount as calculated above. Dr. Covington, Dr. McIntyre and Mr. Woodworth are entitled to a severance payment equal to one times the severance amount calculated above. If triggered, the Company is obligated to make the severance payment to the executive officer in a lump sum within a specified time following the termination of employment with the Company.

In addition to the severance payment, the Company is obligated to pay any accrued but unpaid bonus or deferred compensation owed, and all outstanding unvested stock options and unvested restricted stock granted at least six months prior to the executive officer’s termination of employment will vest upon termination. In addition, the executive officer will continue to be treated under each stock award agreement as an employee of the Company until the first to occur of (i) the third anniversary of the termination of employment, or (ii) the expiration of the exercise period provided in the stock award agreement. The Company is also obligated to continue to pay for and provide the benefits that the executive officer was receiving immediately prior to termination of employment, including health, medical, dental, vision, wellness, accidental death and dismemberment, disability, and group term life insurance benefits. Dr. Almenoff is entitled to these benefits for two years following termination of her employment. Dr. Covington, Dr. McIntyre and Mr. Woodworth are

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entitled to these benefits for one year following termination of their employment. If triggered, the Company may discontinue providing these benefits to any executive officer on the date on which he or she becomes eligible for similar coverage under another employer’s plan. The Company will also pay all legal expenses incurred by an executive officer in successfully enforcing the change in control severance agreement. The Company is not obligated to “gross up” an executive officer’s compensation for any excise, income or other tax due with respect to the severance benefits payable under these agreements.

In the event of an acquisition as described in the Stock Plan, the acquiring or successor entity, unless otherwise provided by the Board or a Board-designated committee, in its sole discretion, shall assume or continue all or any awards outstanding under the Stock Plan or substitute substantially equivalent awards. For stock rights that are so assumed or substituted, in the event of a termination of grantee’s employment or consulting relationship by the Company or its successor other than for cause or by a grantee for good reason as described in the Stock Plan within 60 days prior to and 180 days after an acquisition, all stock rights held by such grantee will become vested and immediately and fully exercisable and all forfeiture restrictions will be waived. If the Board, the Board-designated committee, or the successor board does not make appropriate provisions for the continuation of such stock rights by either assumption or substitution, unless otherwise provided by the Board or committee in its sole discretion, stock rights will become vested and fully and immediately exercisable and all forfeiture restrictions will be waived and all stock rights not exercised at the time of the closing of an acquisition will terminate.

Tax Considerations

Our Compensation Committee considers the provisions of Section 162(m) of the Internal Revenue Code and related Treasury regulations, which restrict deductibility for federal income tax purposes of executive compensation paid to our principal executive officer and each of the up to three other most highly compensated executive officers holding office at the end of any year to the extent such compensation exceeds $1,000,000 for any of such officers in any year and does not qualify for an exception under the statute or regulations. Our Compensation Committee’s policy is to qualify our executives’ compensation for deductibility under applicable tax laws to the maximum extent possible, consistent with our compensation objectives. The members of our Compensation Committee qualify as outside directors for purposes of exempting executive compensation from the limits on deductibility under Section 162(m). Our Compensation Committee is solely responsible for granting stock options and other equity awards to officers.

Prohibition Against Certain Equity Transactions

Our Insider Trading Policy prohibits our officers and directors from engaging in “short” sales which could reasonably cause our officers and directors to have interests adverse to our shareholders. “Short” sales, which are sales of shares of common stock by a person that does not own the shares at the time of the sale, evidence an expectation that the value of the shares will decline in value. We prohibit our officers and directors from entering into “short” sales because such transactions signal to the market that the officer and director has no confidence in us or our short-term prospects and may reduce the officer’s or director’s incentive to improve our performance. In addition, Section 16(c) of the Exchange Act expressly prohibits officers and directors from engaging in short sales.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management and, based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by: THE COMPENSATION COMMITTEE

Peter B. Corr, Chairman

Wendy L. Dixon

Robert P. Ruscher

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Executive Compensation Tables

The table below provides information on the compensation we and PPD paid to the named executive officers in 2011 and 2010.

Summary Compensation Table

Name and Principal Position	Year		Salary($)		Bonus($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)		All Other Compen- sation ($)(3)		Total($)
June S. Almenoff		2011	$	373,733	$	—	$	955,304	$	187,787	$	10,913	$	1,527,737
President and Chief Medical Officer		2010		272,147		75,000		786,462		154,047		6,019		1,293,675
Paul S. Covington		2011		307,712		—		545,605		109,082		10,916		973,315
Senior Vice President—Clinical Development and Operations		2010		265,817		—		451,936		108,071		9,120		834,944
Gail F. McIntyre		2011		292,417		—		545,605		99,529		10,175		947,726
Senior Vice President—Research		2010		291,211		44,000		451,936		105,996		10,084		903,227
Marshall H. Woodworth		2011		250,546		—		477,734		74,451		10,375		813,106
Chief Financial Officer, Treasurer and Assistant Secretary		2010		196,029		—		294,999		67,919		7,280		566,227

(1) The amount reported under “Bonus” paid to Dr. Almenoff represents a sign-on bonus at the time of her hire. Dr. McIntyre’s bonus was paid to her by PPD for her work there prior to the spin-off.

(2) The dollar value represents the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718. Options granted on June 17, 2010 and October 3, 2011 vest over a three-year period, with one-third vesting on each of the first, second and third anniversary dates of the respective grant date. Options granted on May 9, 2011 vest over a two-year period, with one-third vesting immediately upon the grant date and one-third on each of the first and second anniversary dates of the grant date.

(3) Consists of the following for each named executive officer:

Name	Year		401(k) Company Match ($)		Group Term Life Premiums ($)
June S. Almenoff		2011	$	9,800	$	1,113
		2010		5,411		608
Paul S. Covington		2011		9,800		1,116
		2010		8,796		324
Gail F. McIntyre		2011		9,800		375
		2010		9,495		589
Marshall H. Woodworth		2011		9,800		575
		2010		6,579		701

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The following table sets forth information concerning all grants of stock options, restricted stock and other equity awards made to the named executive officers for service during the year ended December 31, 2011.

Grants of Plan-Based Awards in Fiscal 2011

Name	Grant Date		All other option Awards: Number of Securities  Underlying Options		Exercise or Base Price of Option Awards (per Share)		Grant Date Fair Value of Stock and Option Awards(1)
June S. Almenoff		5/9/2011		46,000	$	15.00	$	416,346
		10/3/2011		65,909		13.16		538,958
Paul S. Covington		5/9/2011		26,000		15.00		235,326
		10/3/2011		37,944		13.16		310,279
Gail F. McIntyre		5/9/2011		26,000		15.00		235,326
		10/3/2011		37,944		13.16		310,279
Marshall H. Woodworth		5/9/2011		26,000		15.00		235,326
		10/3/2011		29,644		13.16		242,408

(1) The grant date fair value of the option awards is calculated in accordance with FASB ASC Topic 718.

For a discussion of our Stock Plan and these grants, see “Compensation Discussion and Analysis—Analysis of Specific Compensation Programs—2010 Stock Plan” above.

The following table sets forth information concerning the number and value of unexercised stock options, which were the only Furiex equity awards then outstanding, held by each named executive officer as of December 31, 2011. All of the grants in this table vest one-third per year on each of the first, second and third anniversary dates of the grant, with the exception of options expiring on May 9, 2021. These options expiring May 9, 2021 vest over a two-year period, with one-third vested immediately upon the grant date and one-third vesting on each of the first and second anniversary dates of the grant.

Outstanding Equity Awards at Fiscal Year-End 2011

	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price (per Share)		Option Expiration Date
June S. Almenoff		43,904		87,814	$	9.11		6/17/2020
		15,334		30,666		15.00		5/9/2021
		—		65,909		13.16		10/3/2021
Paul S. Covington		25,229		50,462		9.11		6/17/2020
		8,667		17,333		15.00		5/9/2021
		—		37,944		13.16		10/3/2021
Gail F. McIntyre		25,229		50,462		9.11		6/17/2020
		8,667		17,333		15.00		5/9/2021
		—		37,944		13.16		10/3/2021
Marshall H. Woodworth		16,467		32,940		9.11		6/17/2020
		8,667		17,333		15.00		5/9/2021
		—		29,644		13.16		10/3/2021

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None of the named executive officers exercised any Furiex stock options in the year ended December 31, 2011.

The terms of our retention and severance for all of our executive officers are described under the heading “Change in Control and Severance Benefits” in the “Compensation Discussion and Analysis” section of this Proxy Statement. If the severance payments called for in the agreements for Dr. Almenoff, Dr. McIntyre, Dr. Covington and Mr. Woodworth were to be triggered on December 31, 2011, we would be obligated to make the following payments:

Potential Payments on Change of Control

Name	Lump Sum		Benefits $ per year and (# of Years)(1)				Value of Options that Would Vest(2)		Total
June S. Almenoff	$	1,096,574	$	6,838	(2 years	)	$	953,802	$	2,064,052
Paul S. Covington		402,632		5,421	(1 year	)		547,852		955,905
Gail F. McIntyre		372,479		375	(1 year	)		547,852		920,706
Marshall H. Woodworth		309,851		6,260	(1 year	)		385,220		701,331

(1) The dollar amount in this column is based on the cost of benefits as of December 31, 2011. Actual costs for the covered year(s) could differ.

(2) The value equals the number of options that would vest times the difference between $16.71, the closing price of the Company’s common stock on Nasdaq on December 30, 2011, and the exercise prices for the underlying stock options.

Compensation Committee Interlocks and Insider Participation

Each of Dr. Corr, Chairman, Dr. Dixon and Mr. Ruscher has served on the Compensation Committee since its formation in March 2010. No executive officer of the Company serves as a member of the compensation committee or board of directors of any other entity which has one or more executive officers serving as a member of the Furiex Board of Directors or Compensation Committee.

Report of the Audit Committee

The Audit Committee has reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, 2011. The Committee has discussed with the independent registered public accounting firm the matters required to be communicated to those charged with governance by SAS No. 114 (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) and the matters required to be reported to the Audit Committee by the independent registered public accounting firm pursuant to SEC Regulation S-X, Rule 2.07. The Committee has received the written disclosures and letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Committee has also considered whether the provision of services other than the audit of the Company’s financial statements were compatible with maintaining D&T’s independence.

Based on the review and discussions referred to in the foregoing paragraph, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for filing with the Securities and Exchange Commission.

The Board of Directors certifies that the Company has, and will continue to have, an Audit Committee that has at least three members, comprised solely of directors each of whom: (1) meets the definition of independence in Rule 5605(a)(2) of the Nasdaq Stock Market listing rules; (2) meets the independence requirements in Rule

23

10A-3(b)(1) under the Securities Exchange Act of 1934; (3) has not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three fiscal years; and (4) is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. The Board of Directors further certifies that the Committee has at least one audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, namely Robert P. Ruscher. The Committee reviewed and reassessed the adequacy of its charter in February 2012.

The Audit Committee pre-approves the engagement of the Company’s independent auditor to render any audit services to the Company. The Audit Committee also pre-approves any other engagement of the Company’s independent auditor, which is limited to specified permitted non-audit services on a case-by-case basis. The Committee generally limits its pre-approval of non-audit services to a specified period of time and, for some services, to a maximum dollar amount.

Submitted by: THE AUDIT COMMITTEE

Robert P. Ruscher, Chairman

Stuart Bondurant

Wendy L. Dixon

Stephen W. Kaldor

Fees Paid to the Independent Registered Public Accounting Firm

For the years ended December 31, 2010, our first year as an independent company, and December 31, 2011, D&T performed professional services for the Company. The professional services provided by D&T and the fees billed for those services are set forth below.

Audit Fees

The aggregate fees billed by D&T for the audit of the Company’s annual financial statements for the fiscal year ended December 31, 2010 and for the integrated audit of the Company’s annual financial statements and internal control over financial reporting for the fiscal year ended December 31, 2011, and for the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q filed during those fiscal years, were $240,000 and $262,000, respectively.

Audit-Related Fees

There were no fees billed by D&T for assurance and related services that were reasonably related to the audit or review of the Company’s financial statements for the fiscal years ended December 31, 2010 and 2011, and that are not included in the amounts disclosed above under the caption “Audit Fees.”

Tax Fees

There were no fees billed by D&T for tax services for the fiscal years ended December 31, 2010 and 2011.

All Other Fees

The aggregate fees billed by D&T for services other than those reported above under the captions “Audit Fees”, “Audit-Related Fees” and “Tax Fees” were $2,000 for each of the fiscal years ended December 31, 2010 and 2011. These fees related to a subscription to an on-line accounting research database.

Related Party Transactions

NASDAQ rules and the charters of the Audit Committee and Nominating and Governance Committee of the Board of Directors require any related party transaction to be reviewed and approved by either or both committees based on the nature of the transaction. A related party transaction is any transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a participant, in which the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material

24

interest. To properly process related party transactions, the Board of Directors has adopted written procedures for such transactions between the Company or any of its subsidiaries and any director, nominee for director, executive officer or holder of more than 5% of the Company’s voting stock, and any immediate family member of such persons.

Each director and executive officer of the Company must provide annually to the Company’s Secretary a list of any existing or potential related party transactions and the material facts about such transactions. The Secretary will provide the information, as well as her assessment of any transaction, to the Audit or Nominating and Governance Committee, as appropriate based on the subject matter, for its review. The relevant committee will consider the transaction at its next meeting unless the chair calls a special meeting to consider the transaction. In accordance with the committee charters, any related party transaction must be approved in advance by a majority of the disinterested committee members.

In 2011, the Company did not engage in any related party transaction and, based on the procedures outlined above, as of the date of this proxy statement we are not aware of any existing or potential related party transaction.

Deadline for Receipt of Stockholder Proposals

Stockholder proposals to be included in the proxy statement for our next annual meeting of stockholders must be received by the Company not later than December 13, 2012. Under the Company’s bylaws, stockholder proposals to be considered at our next annual meeting must be received by the Company not later than 60 days prior to that meeting. All submissions must comply with all of the requirements of the Company’s bylaws and Rule 14a-8 of the Securities Exchange Act. Proposals should be mailed to Nadine Chien, Secretary, Furiex Pharmaceuticals, Inc., 3900 Paramount Parkway, Suite 150, Morrisville, North Carolina 27560.

Management’s proxy holders for the next annual meeting of stockholders will have discretion to vote proxies given to them on any stockholder proposal of which we do not have notice prior to February 27, 2013.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act requires our officers and directors and persons who own more than 10% of our outstanding common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. These officers, directors and stockholders are required by regulations under the Securities Exchange Act to furnish us with copies of all forms they file under Section 16(a).

Based solely on our review of the copies of forms we have received, we believe that during 2011 all of our officers, directors and stockholders described above complied with all Section 16(a) filing requirements.

Annual Report on Form 10-K

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 as filed with the SEC is accessible free of charge at http://investor.furiex.com/secfiling.cfm?filingID=1193125-11-70776. It contains audited financial statements covering our fiscal years ended December 31, 2010 and 2011. You can request a copy of our Annual Report on Form 10-K free of charge by calling Sailash Patel, Vice President, Strategic Development, at (919) 456-7814 or mailing a request to Mr. Patel at Furiex Pharmaceuticals, Inc., 3900 Paramount Parkway, Suite 150, Morrisville, North Carolina 27560. Please include your contact information with the request.

By Order of the Board of Directors

/s/June S. Almenoff

June S. Almenoff, M.D., Ph.D.

President and Chief Medical Officer

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¨ ¢

FURIEX PHARMACEUTICALS, INC.

3900 Paramount Parkway, Suite 150

Morrisville, North Carolina 27560

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Nadine C. Chien and Marshall H. Woodworth as proxies, each with full power of substitution, to represent and vote as designated on the reverse side, all the shares of Common Stock of Furiex Pharmaceuticals, Inc. held of record by the undersigned on March 30, 2012, at the Annual Meeting of Stockholders to be held at the Umstead Hotel, 100 Woodland Pond Drive, Cary, North Carolina 27513, on May 24, 2012, or any adjournment or postponement thereof.

(Continued and to be signed on the reverse side)

¢ 14475 ¢

ANNUAL MEETING OF STOCKHOLDERS OF

FURIEX PHARMACEUTICALS, INC.

May 24, 2012

        PROXY VOTING INSTRUCTIONS        

INTERNET-Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.	COMPANY NUMBER
Vote online/phone until 11:59 PM EDT the day before the meeting.	ACCOUNT NUMBER
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual Meeting.

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL FOR THE ANNUAL MEETING:

The Notice of Meeting, proxy statement and proxy card

are available at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=26348

i  Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.  i

¢    20630300000000000000    0             052412

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” FOR PROPOSAL 1 AND

“FOR” PROPOSALS 2 AND 3.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

1.  The election as director of the nominees listed below (except as marked to the contrary below).
	NOMINEES:
¨ FOR ALL NOMINEES	¡ June S. Almenoff, M.D., Ph.D. ¡ Peter B. Corr, Ph.D. ¡ Wendy L. Dixon, Ph.D. ¡ Fredric N. Eshelman, Pharm.D. ¡ Stephen W. Kaldor, Ph.D. ¡ Robert P. Ruscher
¨ WITHHOLD AUTHORITY FOR ALL NOMINEES
¨ FOR ALL EXCEPT (See instructions below)
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:  l

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ¨

	FOR	AGAINST	ABSTAIN
2.         The ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2012.	¨	¨	¨
	FOR	AGAINST	ABSTAIN
3.         The approval of the compensation of the named executive officers.	¨	¨	¨
The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Annual Meeting of Stockholders, a Proxy Statement for the Annual Meeting of Stockholders and the 2011 Annual Report to Stockholders.

Signature of Stockholder  Date: Signature of Stockholder Date:

¢ Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. ¢