DFAN14A 1 ddfan14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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AMYLIN PHARMACEUTICALS, INC.

(Name of Registrant as Specified in its Charter)

Eastbourne Capital Management, L.L.C.

Black Bear Fund I, L.P.

Black Bear Fund II, L.L.C.

Black Bear Offshore Master Fund, L.P.

Richard J. Barry

M. Kathleen Behrens

Charles M. Fleischman

Jay Sherwood

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Eastbourne Capital Management, L.L.C.
Amylin Pharmaceuticals: The Case for Change
May 2009


2
Disclaimer
This presentation is for general information purposes only.  It is not intended to, and does not, address the specific investment objectives, financial
situation,
suitability
or
the
particular
needs
of
any
person
who
may
receive
this
presentation,
and
should
not
be
taken
as
advice
on
the
merits
of
any
investment decision.  The views expressed herein represent the opinions of Eastbourne Capital Management, L.L.C., Black Bear Fund I, L.P., Black
Bear Fund II, L.L.C., Black Bear Offshore Master Fund, L.P., Richard J. Barry, M. Kathleen Behrens, Charles M. Fleischman and Jay Sherwood
(collectively,
the
“Participants”),
and,
unless
otherwise
stated,
are
based
on
publicly
available
information
with
respect
to
Amylin
Pharmaceuticals,
Inc.
(the “Company”) or other entities identified herein.
Certain
matters
addressed
in
this
presentation
are
forward-looking
statements
that
involve
certain
risks
and
uncertainties.
You
should
be
aware
that
actual results could differ materially from those contained in the forward-looking statements.  The Participants assume no obligation to update any
information, including forward-looking information, contained herein.
The Participants reserve the right to change any of their intentions or opinions expressed herein at any time as they deem appropriate. 
The
Participants
have
not
sought
or
obtained
consent
from
any
third
party
to
use
any
statements
or
information
indicated
in
this
presentation
as
having
been obtained or derived from statements made or published by third parties.  Any such statements or information should not be viewed as indicating
the
support
of
such
third
party
for
the
views
expressed
herein.
No
warranty
is
made
that
data
or
information,
whether
derived
or
obtained
from
filings
made with the SEC or from any third party, are accurate.
The Participants shall not be responsible or have any liability for any misinformation contained in any SEC filing of the Company or of any third party or
in any other third party report.  There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and
such securities may not trade at prices that may be implied in this presentation. 
This
presentation
does
not
recommend
the
purchase
or
sale
of
any
security.
Under
no
circumstances
is
this
presentation
to
be
used
or
considered
as
an offer to sell or a solicitation of an offer to buy any security.  The Participants currently own an aggregate of approximately 12.2% of the outstanding
common stock of the Company.  It is possible that there will be developments in the future that cause one or more of the Participants from time to time
to sell all or a portion of their shares or buy additional shares (in each case, in open market or privately negotiated transactions or otherwise).
All stockholders of the Company are advised to read the definitive proxy statement, the white proxy card and other documents related to the solicitation
of proxies by the Participants from the stockholders of the Company for use at the 2009 annual meeting of stockholders of the Company because they
contain important information.  The definitive proxy statement and form of proxy will be mailed to stockholders of the issuer and will, along with other
relevant
documents,
be
available
at
no
charge
on
the
SEC’s
web
site
at
http://www.sec.gov
or
by
contacting
MacKenzie
Partners,
Inc.
by
telephone
collect
at
(212)
929-5500,
toll-free
at
(800)
322-2885
or
by
e-mail
at
amylinproxy@mackenziepartners.com.
In
addition,
the
Particpants
will
provide
copies of the definitive proxy statement without charge upon request.  Information relating to the Participants is contained in the definitive Schedule 14A
filed by the Participants with the SEC on May 4, 2009.


3
We Believe The Amylin Board Needs Change Now
Shareholders Have Lost Over $5 Billion In Shareholder Value
Under The Watch Of The Current Board And Management Team
We believe the current Board and management have failed shareholders
They have failed to maximize the commercial value of the exenatide program
They have failed to adequately anticipate and address product concerns
They
have
exercised
ineffective
expense
controls
contributing
to
increasing
operating
losses
since
2005
They
have
disclosed
a
“5
Point
Plan”
that
appears
to
us
to
be
a
“wish
list”
of
goals
that
offers
no
roadmap
to
achievement
They
have
expressed
an
optimism
about
commercial
capabilities
we
believe
is
unjustified
by
historical
results
We believe the incumbent Board should be held accountable for management’s lack of success
We believe the Board as currently composed cannot provide the objective judgment that Amylin needs at this
critical juncture
We
believe
the
compensation
decisions
of
the
Board
have
led
to
a
record
of
“pay
without
performance”
We believe the Company has an exciting potential with a window of opportunity that should not be
entrusted to the incumbent Directors
We believe the upcoming product launch of Exenatide Once-Weekly is Amylin’s best chance for commercial
success
Two new Board members selected by incumbents will not, in our view, adequately address our concerns about the
Board’s composition and abilities
We believe our nominees possess the skills, experience, objectivity and judgment to bring significant value to the
Board and to ensure that the Board considers proper steps to maximize the commercial value of Amylin’s assets
Amylin Is At A Critical Juncture And We Believe Shareholders Should Not
Entrust The Future Of The Company To The Current Board


4
The Incumbent Board Has Presided Over A Period Characterized
By A Massive Loss Of Shareholder Value
Amylin’s shares have fallen over 75% since their peak of $51.43 in 2007, and now trade at
$11.25 –
below the 1992 IPO share price of $14.00
The AMEX Biotech Index, on the other hand, has declined less than 20%
Since August 9, 2007, only 2 of the other 19 companies in the AMEX Biotech Index have
performed worse than Amylin
Performance Since Amylin High On August 9, 2007
AMLN Share Price Vs. AMEX Biotech Index
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
120.0%
140.0%
AMLN Equity
AMEX Biotech Index
Over $5 Billion In Shareholder Value Has Evaporated
AMLN Share Price Vs. AMEX Biotech Index
3-Year Performance
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
120.0%
140.0%
AMLN Equity
AMEX Biotech Index
Source:
Bloomberg
as
of
April
24,
2009


5
Byetta’s Enormous Potential Was Initially Reflected In
Wall Street’s Revenue Estimates
We believe the Company’s failure to execute its
commercial program, control costs and prepare
for and address product concerns can be seen
in
declining Wall Street revenue targets
In addition, Amylin missed its own 2007 and
2008 initial revenue estimates and “elected”
not
to provide revenue guidance for 2009
Bloomberg Mean Estimates of Amylin Revenues
2007 Historical
Mean Estimate
2008 Historical
Mean Estimate
2009 Historical
Mean Estimate
2010 Historical
Mean Estimate
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
$1,800
$2,000
$2,200
2007 Historical Mean Estimate
2008 Historical Mean Estimate
2009 Historical Mean Estimate
2010 Historical Mean Estimate
Wall Street 2010 Revenue Estimates For Amylin Have Declined By 50%
Source: Bloomberg estimates


6
Byetta Prescriptions Have Stalled While Competitors’ Increase
New Prescriptions (NRx)
BYETTA
LANTUS
JANUVIA
ACTOS
-
50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
450,000
500,000
BYETTA
LANTUS
JANUVIA
ACTOS
Byetta Prescriptions Have Sunk To Below 2006 Levels
Source: IMS Health Inc. –
Through March 2009
Total Prescriptions (TRx)
BYETTA
LANTUS
JANUVIA
ACTOS
-
150,000
300,000
450,000
600,000
750,000
900,000
1,050,000
1,200,000
1,350,000
1,500,000
BYETTA
LANTUS
JANUVIA
ACTOS
Byetta prescriptions growth slowed significantly at the end of 2006 with new (NRx) Byetta prescriptions only up 2% in
Q406 versus Q306, a full year before the first FDA pancreatitis alert in October 2007
Six out of the last nine quarters showed a sequential drop in new (NRx) Byetta prescriptions
Older and newer branded diabetes drugs (Actos, Lantus and Januvia) outgrow Byetta


7
Is An “Evolution”
In The Market Really The Problem?
Mr. Bradbury’s Statements Lead Us To Question Management’s Ability To
Accurately Measure The Market And Properly Size The Sales Force
“That is a great question, Kevin. So the question was could I comment on sensitivity to sales force size on the marketing and sales of Byetta.
That
is
a
great
question
we
are
actually
looking
at
that
at
this
time.
Previously
work
that
we
did
demonstrated
that
there
would
be
a
benefit
to
increasing the field force. Last year we increased our field force by 65 people and we matched Lilly's field forces…
…Since that time I think it's fair to say that there has been an evolution in the diabetes
marketplace.
One
of
the
things
that
we
are
[seeing]
is
that
major
brands
are
pretty
flat.
You
see Lantus is pretty flat. You see Januvia is pretty flat and responsiveness to sales force size
doesn't seem to be as great as it used to be. And that is, I think, pretty indicative of what is
going on in chronic disease markets in general…
…So
certainly
one
of
the
things
that
we
are
looking
at
is
whether
or
not
there
should
be
a
change
in
our
philosophy
there,
but
we
haven't
made any decisions at this time.”
Dan Bradbury, President & CEO
Amylin @ Cowen & Company Healthcare Conference
March 17, 2009 (Emphasis Supplied)


8
We Question The Assumptions Management Appears
To Be Operating Under
Mr. Bradbury has expressed his judgment
(which we assume is shared by his
management team) that there has been an
evolution over the last nine months in the
diabetes marketplace
“Major brands are pretty flat”
“Lantus is pretty flat”
“Januvia is pretty flat”
Mr. Bradbury’s statement about sales force
size comes less than nine months after
increasing the Company’s sales force by ~15%
“responsiveness to sales force size”
declining
We believe Mr. Bradbury was wrong on the
facts
Lantus and Januvia continue to grow
Byetta’s decline continues
Note: TRx Per Day defined as TRx divided by number of days in the relevant
month.
Growth
rates
are
defined
as
March
2009
vs.
June
2008
data
which
is
the
time period referenced by Mr. Bradbury
Total Prescriptions (TRx) Per Day
BYETTA
LANTUS
JANUVIA
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
Jun-08
Jul-08
Aug-08
Sep-08
Oct-08
Nov-08
Dec-08
Jan-09
Feb-09
Mar-09
BYETTA
LANTUS
JANUVIA
+8.7%
+25.2%
-15.1%
Competition Grows While Byetta Declines
Source: TRx Data from IMS Health Inc.; Mr. Bradbury comments from Cowen & Company Healthcare Conference, March 17, 2009


9
Amylin Board And Management Have Not Succeeded
In Addressing The Lack Of Revenue Growth While Losses Increase
Operating losses increase as revenue stagnates
Management missed its initial revenue guidance
for the past two years
Management “elected”
not to provide revenue
guidance for 2009
Net Product Sales & Collaborative Revenue
$0
$50,000
$100,000
$150,000
$200,000
$250,000
Net
Product
Sales
Collaborative Revenue
Source: Capital IQ, Company Filings, Q4 2008 Amylin Pharmaceuticals, Inc. Earnings Conference Call
Note:
Collaborative
revenue
contain
reimbursement
of
development
costs
based
on
Company’s
contractual
agreements
Annual Operating Loss 2005-2008
($297)*
($243)
($237)
($209)
($350)
($300)
($250)
($200)
($150)
($100)
($50)
$0
2005
2006
2007
2008
Operating Loss
Restructuring
*2008 operating loss include $54.9M restructuring charge. Excluding this charge, 2008
operating loss was $242.2M


10
Total Scripts (TRx) declined 13% (Q408 vs. Q407) and
are now below 2006 levels
Total Scripts (TRx) decline steepens to 16% (Q109 vs.
Q108) following management’s announced “Strategic
Restructuring
and
Workforce
Reduction”
on
November
10, 2008
Amylin’s SG&A return is the worst among its peer*
group
*Peers are as specified by the Company in its 2008 and 2009
DEF14A. REGN excluded as product revenues are immaterial.
MYGN include molecular diagnostic revenues only.
Amylin
SG&A and Scripts TRx
Performance
$0
$20,000
$40,000
$60,000
$80,000
$100,000
$120,000
$140,000
Q107
Q207
Q307
Q407
Q108
Q208
Q308
Q408
Q109
600,000
620,000
640,000
660,000
680,000
700,000
720,000
740,000
760,000
Selling, General and Administrative Expense
Byetta
Scripts (TRx)
Amylin’s SG&A Spend
Has Lowest Returns Among Its Peer Group
Source:
Amylin
and
peer
company
filings,
Amylin
Pharmaceuticals
Announces
Strategic
Restructuring
and
Workforce
Reduction
November
10,
2008
Note: Amylin’s revenues are adjusted to make SG&A figures comparable and account for Eli Lilly receiving effectively ~50% of U.S. Byetta revenues (technically 50% of
gross margins) as part of their partnership agreement.
Amylin
and Peer Group Revenue Per SG&A Dollar Spent
$0
$1
$2
$3
$4
$5
$6
$7
$8


11
Last Year’s Amendment To The Eli Lilly
Co-Promotion Agreement Has Not Delivered Positive Change
Scripts and productivity* have declined since
amending the co-promotion agreement (Q208)
with Eli Lilly and increasing Amylin sales
representatives by ~15%
*Productivity is defined as year-over-year change in net product
revenues
per
field
force
employee
at
end
of
period
Quarterly field force employee estimated headcount based on a
straight-line calculation using year end 2007 and 2008 field force
headcount figures. Q1 2009 field force employee headcount was
estimated to be flat with Q4 2008.
Field Force Productivity
-15.0%
-10.0%
-5.0%
0.0%
5.0%
10.0%
15.0%
Q108
Q208
Q308
Q408
Q109
2005
2006
2007
2008
Sales Force Headcount
400
550
600
650
Headcount Up + Revenue Down = Negative
Productivity
Source: Company filings, former employees


12
We Believe Management’s Sales Strategy Is Not Working
And The Board Has Not Addressed This Failure
Byetta’s year-over-year total
scripts are weakening while
competitors’
scripts continue
to grow
Byetta, Lantus, Januvia (TRx) YoY Growth
-6%
-1%
-10%
-17%
6%
8%
5%
7%
6%
101%
70%
46%
41%
-17%
-13%
-14%
-19%
3%
2%
10%
16%
13%
14%
12%
93%
55%
53%
36%
42%
74%
-40%
-20%
0%
20%
40%
60%
80%
100%
120%
Jun-08
Jul-08
Aug-08
Sep-08
Oct-08
Nov-08
Dec-08
Jan-09
Feb-09
Mar-09
BYETTA
LANTUS
JANUVIA
We Believe Mr. Bradbury, The Management Team And The Board
Do Not Adequately Understand The Problems Facing Amylin
Source: IMS Health Inc.


13
Amylin’s Share Price Plummets In The Wake of Management’s Statements To
Provide “Context And Clarity”
About The FDA’s Pancreatitis Alert
We Believe A Failure To Communicate Negatively Impacted The Share Price
And Likely Impacted Patient And Physician Acceptance Of Byetta
0.0%
25.0%
50.0%
75.0%
100.0%
125.0%
150.0%
AMLN Equity
AMEX Biotech Index
August 26, 2008
Conference call to
provide “clarity”
about
pancreatitis alert
Stock falls nearly 25%
to $20.48 on August 27th
August 25, 2008
Amylin schedules
conference call with
investors about the
FDA’s pancreatitis
alert
Closing Stock Price
$27.77
August 18, 2008
FDA issues
pancreatitis alert
related to Byetta
Instead of providing promised clarity, we believe Amylin management’s handling of the pancreatitis alert
only created greater confusion and concern


14
We Believe Amylin’s “5 Point Plan”  Lacks A Roadmap
(1) Byetta –
Return the product to growth
What specific steps will management take to achieve this given scripts have been flat for the last 2.5
years despite multiple initiatives?
(2) Exenatide
Once-Weekly
Position
for
launch
What specific steps will management take to achieve this?  How confident can we be in
management’s ability given the history of Byetta’s launch?
(3) Symlin –
Continue growth
What growth is management planning to continue? Symlin total prescriptions (TRx) have been down
sequentially three quarters in a row and Q1 2009 was down 11% year over year. Symlin product
revenues were down 2.7% Q4 2008 to Q1 2009
(4) Obesity
Finalize
development
and
funding
strategy
Is
partnering
the
obesity
pipeline
a
desirable
business
model
or
a
consequence
of
disappointing
marketing
efforts
with
Byetta?
Has
management
considered
whether
a
strategy
of
partnership
will
provide short-term gain at the expense of long-term value?
(5) Operating Results
Achieve positive cash flow by end of 2010
Will management pursue this near-term strategy by partnering the obesity pipeline and cutting R&D
at the expense of long-term shareholder value?  We believe the real issue is management’s inability
to grow revenues within an appropriate cost structure
We Believe The Board Should Ask Management These Questions To Exercise
Effective Oversight
Source: Amylin’s Five Point to Create Value in 2009, Company Filing on March 17, 2009, IMS Health


15
Ted Greene, Co-Founder Ex-Board Member Of Amylin
Speaks His Mind
On April 7, 2009 Ted Greene, Co-Founder of Amylin and Board member, resigned from
the Board after 22 years of service and explained his decision to resign in a publicly
available letter to the Board, in which he states
“…the obvious and appropriate choice to not stand for election would be our
Chairman [Mr. Cook]…”
“…will not vote [his] shares to reelect [Mr. Cook]”
His departure “reduced Director ownership of AMLN stock by over 50%”
We believe Mr. Greene’s frank judgments provide a refreshing but also very disturbing
insight into the functioning of the incumbent board
Mr.
Greene’s
letter
is
reprinted
in
full
in
the
Appendix
and
we
believe
all
Amylin
shareholders should read it
We Believe This Action By A Co-Founder And Significant Shareholder Speaks
Volumes About Amylin’s Current Leadership
Note –
full text of letter in the Appendix


16
Amylin’s Board And Management Had “No Clue”
About
The
“Proxy
Puts”
Embedded
In
Their
Debt
Agreements
“It was only through the internal distribution at Amylin of [a] February 2, 2009 Morgan Stanley analyst
report that Amylin’s senior executives and directors learned of the existence of a Proxy Put embedded
in the Indenture for the Company’s convertible notes issued in June 2007 for a face amount of $575
million (the “2007 Indenture”).  The Company’s Chief Executive Officer and Chief Financial Officer both
confirmed
under
oath
that
prior
to
February
2,
2009,
they
had
no
clue
about
the
Proxy
Put.”
We Find Amylin’s Board And Management’s Ignorance With Respect To The
Existence Of The “Proxy Puts”
Troubling
Source: San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Court of Chancery In The State of Delaware, C.A. No. 4446-VCL; Plaintiff’s Opening Pre-Trial
Brief 4-30-09; Emphasis Supplied


17
In Response To Shareholder Activism, We Think The
Incumbent Board’s Latest Action Is Too Little Too Late
Amylin proposes new Directors following Eastbourne and Icahn notices of nominations
Paul N. Clark and Paulo F. Costa were added as new nominees on Amylin’s slate and we have no
objection to their nomination
We wonder whether the Board would have brought in these two nominees if Eastbourne
and Icahn had not spoken up
In our view, however, this is not enough. We believe the time has come for a substantial
number of incumbent Directors including the long-reigning Chairman of the Board to be
replaced by Directors selected and nominated by shareholders rather than by Mr. Cook
and the current Board
We Believe Amylin Should Embrace The Formation Of A Single Shareholder
Slate And Encourage Free Choice In The Election Of Amylin’s Directors


18
Amylin’s Exenatide Program (Byetta) Is A Promising Therapy With
Significant Potential In The GLP-1 Drug Class
Worldwide Diabetes Drug Sales By Drug Class ($Bn)
-
$2.0
$4.0
$6.0
$8.0
$10.0
$12.0
$14.0
$16.0
$18.0
$20.0
Insulins
GLP-1 Analogs
DPP-IV Inhibitors
Glitazones
Sulfonylureas
Thyroid Drugs
Other Oral Agents
GLP-1
Analogs
CY2008A
CY2013E
Overall diabetes therapeutic market is expected to grow at a
compound annual growth rate of 12% from 2008 to 2013, with
the
largest
growth
coming
from
the
GLP-1
analog
segment
Source: SG Cowen & Co. Therapeutic Outlook, March 2009
Amylin’s
Window
Of
Opportunity
May
Be
Closing
Because
Numerous
Companies Are Now Developing GLP-1 Class Drugs


19
“[Exenatide Once-Weekly has] arguably the best responses that have ever been seen
with a glucose lowering therapy in the history of mankind…
[the weight loss and A1c control]
combination is the kind of stuff that makes clinical investigator’s hair on the back of their necks
stand up…
…it’s pretty impressive…”
John Buse
Former ADA President, Medicine & Science
Professor, UNC School of Medicine
Amylin 2007 ADA Investor Reception
June 24, 2007
Exenatide Once-Weekly Has A Head Start
It Needs A Successful Launch
We Believe Shareholders Cannot Risk A Failure To Successfully
Commercialize Exenatide Once-Weekly
Exenatide Once-Weekly
NDA Filing, 1H 2009 est.
Exenatide Once-Weekly
Approval and launch, 1H 2010 est.
2009
First competing 1x daily GLP-1
with projected approval Q2/Q309
(would compete against Byetta)
Second competing 1x daily and first
competing 1x weekly GLP-1 with
projected approval in 2011-2012
Second and third competing 1x
weekly GLP-1 with projected
approval in 2012-2014
Exenatide Once-Weekly’s Head-Start
Source: Company reports


20
We Expect Exenatide Once-Weekly To Demonstrate Superiority
To Most Products On The Market
Superior
reduction in HbA1c
Superior
weight-loss benefits
Amylin’s Exenatide Once-Weekly Trials Demonstrate Considerable Promise
Compared With Competing Products
Source: Company Filings
DURATION
Comparison
Result
DURATION-1
LAR reduction in HbA1c -1.9%, BYETTA reduction-1.5%;
Demonstrate superiority
LAR fasting plasma glucose reduction -42 mg/dL, BYETTA -25 mg/dL
77% of patients on LAR achieved A1C of 7% or less vs. 61% for BYETTA patients
Baseline HbA1c >= 9%, 29% of patients on LAR had HbA1c 6.5% or less, vs. 13% for BYETTA patients
Average weight loss on LAR -8 lbs
@52 weeks: LAR patients HbA1c -2.0%, fasting plasma glucose -47 mg/DL
@52 weeks: BYETTA patients that switched to LAR: HbA1c -2.0%, fasting plasma glucose -43 mg/dL
@52 weeks: BYETTA patients that switched to LAR: 75% HbA1c levels <=7%, 53% <=6.5%
@52 weeks: Average weight loss on LAR -9.5lbs
DURATION-2
LAR HbA1c -1.7% reduction from baseline, vs. -1.0% for sitagliptin, and -1.4% for piogliatzone
Demonstrate superiority
LAR weight-loss of -6.2 lbs at 26 weeks vs. -1.9lbs for sitagliptin, weight gain of +7.4lbs for pioglitazone
DURATION-3
Demonstrate superiority
DURATION-4
Demonstrate superiority
DURATION-5
Demonstrate superiority
Estimated Completion in Q309
Estimated Completion in 2010
Initiated Q109. Completion TBD
Exenatide Once-Weekly
(LAR) vs. BYETTA
LAR vs. Actos
(pioglitazone), Januvia
(sitagliptin)
LAR vs. Metformin,
Januvia (sitagliptin),
Actos (pioglitazone)
LAR vs. BYETTA
LAR vs. Insuline Glargine


21
Eastbourne’s Nominees Would
Add Complementary Skills To The Board
Eastbourne’s Nominees as a group:
Relevant industry experience
Track records in implementing successful commercial strategies in the industry
Operational efficiencies expertise at similar companies
A track record of building and financing new product offerings
Independent
Objective and unburdened by any need to justify past decisions
Aligned with shareholders’
interests through significant stock ownership
Committed to assessing and pursuing the best operating platform and all strategic
opportunities to benefit shareholders


22
Eastbourne’s Nominees Deliver
A Combination Of Expertise And Experience
Kathleen Behrens
Experienced
venture
capitalist
and
founder
of
multiple
life-science
companies
Protein
Design
Labs, COR Therapeutics
Former Managing Director at Robertson Stephens and RS Investments
Former
Director
of
Abgenix
(sold
to
Amgen
in
2006)
Member of President’s Council of Advisors on Science and Technology (2001-2009)
Charles Fleischman
Former Co-Founder, President, CFO, COO and Director of Digene Corporation
Led Digene through its R&D and commercialization phases, culminating in a sale at an all-time
high stock price
Currently
a
Director
of
Dako
A/S
Jay Sherwood
Managing Director, Eastbourne Capital Management
Former Managing Director of Robertson Stephens Investment Management (RSIM)
We Believe Eastbourne's Nominees Have The Skills And Experience
Necessary To Guide Amylin Through This Critical Time


23
Eastbourne's Nominees Are Committed To
Maximizing The Commercial Potential Of Amylin’s Products
Eastbourne’s nominees, if elected, will encourage the Board to objectively re-assess
Amylin’s current strategy:
Current sales and marketing strategy to grow Byetta prescriptions
Current strategy to position Exenatide Once-Weekly for launch
Relationship with Eli Lilly & Co.
Decision to partner/fund development of the obesity pipeline
Research and development priority and investment allocation
Expense control and headcount allocation
Strategic alternatives and opportunities that will be in the best interest of shareholders
Eastbourne's Nominees Are Committed To Working Alongside Other Board
Members And To Providing More Effective Management Oversight


24
We Believe Amylin’s Board And Management Have
Failed To Deliver On Their Own Business Model
“The
reward
for
doing
it
well
is
the
privilege
to
do
it
again.”
Joe Cook, Chairman and Then-CEO, Amylin’s 2000 Annual Report (Emphasis Supplied)
We Believe Amylin’s Current Board Has
Not Earned The “Privilege To Do It Again”


25
A Vote For Eastbourne’s Nominees Is Also A
Vote To Replace Five Incumbent Directors
Eastbourne will, in connection with the proxies it receives, seek authorization to
vote for all Amylin’s nominees other than
the following five members of
Management’s slate:
Joe Cook Chairman (Since 1998), Director (Since 1994), Former CEO (1998 -2003)
Jim Wilson Director (Since 2002), Chair of Corcept Therapeutics Where Mr. Cook is a Director
Joseph Sullivan Director (Since 2003), Chair of RAND Health Board of Advisors
James Gavin Director (Since 2005), Clinical Professor of Medicine
Steve Altman Director (Since 2006), President of QUALCOMM Inc.
These are the five incumbent Directors who, in our view, should be replaced by
Directors selected and nominated by shareholders.  We do not support their
reelection


Appendix


27
Eastbourne Capital Management, L.L.C.
Eastbourne is a research-intensive, long-term investor
Manages a concentrated portfolio with a few large investments
Owner-oriented approach to investing
Partner/employee capital comprise ~13% of firm’s funds
Often one of the largest shareholders in each of our portfolio
companies
We maintain positive relationships with companies in our
portfolio
In our 14 year history, we have never before nominated a slate
of Directors to oppose the Board or management of any of our
portfolio companies
Long-term
investor
in
Amylin
has
held
a
significant
position since 2005


28
Ted Greene’s Letter To
Amylin’s Board of Directors
April
7, 2009
To my fellow Board members:
I hereby resign from our Board of Directors, ending my 22 years of service to Amylin Pharmaceuticals.
A
majority
of
you
decided
we
could
not
win
our
proxy
fight
if
we
did
not
replace
two
ex-CEO
Board
members,
including
me.
Even
if
I
agreed,
the
obvious
and
appropriate
choice
to
not
stand
for
election
would
be
our
Chairman,
who
has
presided
over
the
loss
of
shareholder
value
that
sparked
the
proxy
fight.
I favor Board changes that are in the best interests of Amylin. As founding CEO, I built the technology platform that produced BYETTA, SYMLIN, and
our obesity pipeline. In 1996 I decided we needed a leader with pharmaceutical operating experience, qualifications I did not have. So, I stepped down
as CEO, and later as Chairman.
For the past decade as an independent director I’ve focused my Board role on helping management continue our scientific and entrepreneurial vision.
I’m proud to have filed my most recent patent application on behalf of Amylin less than two years ago. I think I could have continued to help Amylin with
these challenges.
Over the years I have invested heavily in Amylin, first to launch the company and then to keep us afloat. As a result, my departure from the Board has
reduced Director ownership of AMLN stock by over 50%. Such a large reduction in Board shareholdings cannot be reassuring to investors who are
concerned about Board alignment with their financial interests.
I’m disappointed in the outcome of the nominating process. You were not receptive to my ideas about new Board skills, and I did not participate in the
vetting and recruiting process, so I am unsure about the new nominees. I will not vote my shares to reelect our current Chairman.
Going forward I intend to be a proactive outside shareholder with an important equity position. I will expect the new Board to preside over commercial
results commensurate with our leading science, which can help millions of patients with diabetes and obesity.
Respectfully,
Howard E. (Ted) Greene,
Jr., Co-Founder of Amylin
Source: 8K filed on April 9, 2009, Ted Greene, Co-Founder of Amylin


29
Amylin’s Poor Compensation Practices Compared With Performance
Pay for poor performance
Mr. Bradbury continues to reap the benefits as CEO
March 2007 Compensation Decision
$575,000 salary
Option grant of 450K shares = $7,819,875
FY2006 Operating Loss = $237MM
FY2006 Share Price Performance = -9.6%
March 2008 Compensation Decision
Salary increased to $675,000
Option grant of 275K shares = $2,812,315
FY2007 Operating Loss = $243MM
FY2007 Share Price Performance = +2.6%
March 2009 Compensation Decision
Salary maintained at $675,000
Option grant of 200K shares
Additional performance option grant of 200k shares
Total options granted 400k shares
FY2008 Operating Loss = $297MM (includes $54.9MM
restructuring charge)
FY2008 Share Price Performance = -70.7%
Glass, Lewis & Co.
“…executive compensation received a D grade
in our proprietary
pay-for-performance model…”
“Nominee WILSON served as Chairman of the Compensation
Committee…
Company paid more compensation to its top executives but
performed worse than its peers... [similar to FY2006]...”
“Mr. Wilson... has not effectively served shareholders in this
regard.”
Glass, Lewis & Co., An Independent Corporate Governance Proxy Advisor,
Has Given Amylin Compensation Practices Poor Marks
Source: Company filings, Glass, Lewis & Co. proxy paper on Amylin 2008 Annual Meeting, Emphasis supplied


30
Amylin’s Board Moves The Goalposts With Performance Options
The
Board
Rewards
Management
for
Missed
“Internal”
Goal
In November 2007, Mr. Bradbury, along with the Company’s CFO and the head of Human
Resources, met with us and told us that it was Amylin’s goal to file the NDA for Exenatide Once-
Weekly by the end of 2008, which should have resulted in approval by the end of 2009
Bradbury
and
his
team
missed
this
goal
and
the
NDA
has
yet
to
be
filed…
…Yet the Board granted Mr. Bradbury 200K performance options which vest if Exenatide Once-
Weekly
is
approved
by
end
of
2010
a
full
year
later
than
the
approval
that
would
have
resulted
from
filing
under
its
previous
“internal”
goal
In
addition,
Mr.
Bradbury
still
retains
all
of
the
options
granted
in
2007
and
2008
years
in
which
the Company’s performance was poor
What Will The Board Do If The
Timetable For Exenatide Once-Weekly Is Missed Again?
Source:  Conversation between Eastbourne and Management at Dinner Meeting on November 27, 2007, Company Filings


31
‘Cash Bonus Plan’
Goals for FY2008 (summarized from 2009 DEF14A)
According to the Company
Amylin
executives
“…notified
the
[Compensation
Committee]
that
they
have
voluntarily
elected
to
waive
receipt of any bonuses…”
Amylin’s Board “…
accepted management’s recommendation not to increase management salaries above
2008 levels…”
Did
Management
Really
“Voluntarily”
Waive
A
Bonus?
NDA for Exenatide Once-Weekly was not filed by the
end of 2008
50%
R&D / Pipeline
Advancement
Byetta prescriptions declined throughout 2008 and
overall revenue came in under management’s
guidance
50%
Product Revenue
Actual FY2008  Performance
Portion of Bonus (%)
Corporate Goal
We Do Not Believe Management Deserved
A Bonus Or Salary Increase For Their Performance
Source: Company filings, 8-K filed 12/08/08, 2009 DEF14A, 8-K filed 03/06/09


32
We Believe The Board Should Have Limited
Mr. Bradbury’s Outside Commitments And Responsibilities
While serving as CEO of Amylin, Mr. Bradbury has served concurrently
on the governing bodies of at least seven outside organizations
The Board of Directors of
Illumina,
Inc.
Chair
of
Audit
Committee
Novacea,
Inc.
Chair
of
Compensation
Committee
Term expired upon sale of Novacea, Feb. 2009
PhRMA
Board Member
BIOCOM
Board
Member,
Chair
Elect
The San Diego Regional Economic Development Corporation
Board of Trustees
The Keck Graduate Institute
Advisory Council
UCSD
Rady
School
of
Management
Board of Advisors
RAND
Health
Joseph
Sullivan
(an
Amylin
Board
member
and
chair
of
the
Amylin
finance
committee)
serves
as
Chairman on the RAND Health Board of Advisors
The
Board
Permitted
These
Time
Consuming
Outside
Interests
While
The
CEO Presided Over The Loss Of Over $5 Billion In Shareholder Value
Source: Company filings