Icahn Carl C – ‘DFAN14A’ on 1/30/09 re: Amylin Pharmaceuticals Inc

On:  Friday, 1/30/09, at 5:09pm ET   ·   Effective:  1/30/09   ·   Accession #:  928475-9-33   ·   File #:  0-19700

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Additional Definitive Non-Management Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DFAN14A     Additional Definitive Non-Management Proxy             2     10K 
                          Solicitation Material                                  
 2: EX-99       Miscellaneous Exhibit                                 26    119K 

DFAN14A   —   Additional Definitive Non-Management Proxy Solicitation Material

DFAN14A
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SCHEDULE 14A
 Proxy Statement Pursuant to Section 14(a)
 of the Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant                     [ ]                                 

Filed by a Party other than the Registrant  [x]                                 

Check the appropriate box:                                                      

[ ]  Preliminary Proxy Statement                                                
[ ]  Confidential, for Use of the Commission Only (as permitted by              
Rule 14a-6(e)(2))                                                     
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[X]  Soliciting Material Pursuant to ss. 240.14a-12                             

Amylin Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)

 CARL C. ICAHN
 DR. ALEXANDER J. DENNER
 DR. THOMAS F. DEUEL
 MR. JULES HAIMOVITZ
 DR. PETER LIEBERT
 DR. DAVID SIDRANSKY
 ICAHN PARTNERS LP
 ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
 ICAHN PARTNERS MASTER FUND III LP
 ICAHN ENTERPRISES G.P. INC.
 ICAHN ENTERPRISES HOLDINGS L.P.
IPH GP LLC
ICAHN CAPITAL L.P.
ICAHN ONSHORE LP
 ICAHN OFFSHORE LP
 BECKTON CORP.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):                              

[X] No fee required.                                                            

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.     

1) Title of each class of securities to which transaction applies:      

2) Aggregate number of securities to which transaction applies:         

3) Per unit price or other  underlying  value of  transaction  computed 
   pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):        

4) Proposed maximum aggregate value of transaction:                     

5) Total fee paid:                                                      

[ ] Fee paid previously with preliminary materials.                             

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
   0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was
 paid previously.  Identify the previous filing by registration  statement
number, or the Form or Schedule and the date of its filing.             

1) Amount Previously Paid:                                              

2) Form, Schedule or Registration Statement No.:                        

3) Filing Party:                                                        

4) Date Filed:                                                          

DFAN14A
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ON  JANUARY  30,  2009,   ENTITIES  AFFILIATED  WITH  MR.  ICAHN  DELIVERED  THE
"STOCKHOLDERS'  NOTICE OF  NOMINATION  OF PERSONS FOR ELECTION AS DIRECTORS  AND
OTHER  PROPOSED  BUSINESS AT THE 2009 ANNUAL MEETING OF  STOCKHOLDERS  OF AMYLIN
PHARMACEUTICALS,  INC." (THE  "NOTICE"),  A COPY OF WHICH IS ATTACHED  HERETO AS
EXHIBIT 1. SUCH NOTICE  STATES THE  INTENTION OF ICAHN  PARTNERS,  ICAHN MASTER,
ICAHN MASTER II AND ICAHN  MASTER III TO: (I) SEEK TO NOMINATE DR.  ALEXANDER J.
DENNER,  DR. THOMAS F. DEUEL,  MR. JULES HAIMOVITZ,  DR. PETER LIEBERT,  AND DR.
DAVID  SIDRANSKY  FOR  ELECTION  TO THE BOARD OF  DIRECTORS  AT THE NEXT  ANNUAL
MEETING OF STOCKHOLDERS WITH RESPECT TO AMYLIN; AND (II) PROPOSE A RESOLUTION TO
THE  STOCKHOLDERS OF AMYLIN WHEREBY THE  STOCKHOLDERS  REQUEST THAT THE BOARD OF
DIRECTORS OF AMYLIN PROMPTLY INITIATE AND COMPLETE THE NECESSARY AND APPROPRIATE
PROCESS SO THAT THE STOCKHOLDERS OF AMYLIN CAN CHOOSE WHETHER TO CHANGE AMYLIN'S
JURISDICTION  OF  INCORPORATION  FROM  DELAWARE  TO NORTH  DAKOTA  AND TO BECOME
SUBJECT TO THE NORTH DAKOTA PUBLICLY TRADED  CORPORATIONS ACT (THE "NORTH DAKOTA
ACT").                                                                          

SECURITY  HOLDERS ARE ADVISED TO READ THE PROXY  STATEMENT  AND OTHER  DOCUMENTS
RELATED  TO THE  SOLICITATION  OF  PROXIES  ON BEHALF OF BY CARL C.  ICAHN,  DR.
ALEXANDER  J.  DENNER,  DR.  THOMAS F. DEUEL,  MR.  JULES  HAIMOVITZ,  DR. PETER
LIEBERT, DR. DAVID SIDRANSKY,  ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP,
ICAHN  PARTNERS  MASTER FUND II LP,  ICAHN  PARTNERS  MASTER FUND III LP,  ICAHN
ENTERPRISES  G.P.  INC.,  ICAHN  ENTERPRISES  HOLDINGS  L.P.,  IPH GP LLC, ICAHN
CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP., AND CERTAIN OF
THEIR  RESPECTIVE  AFFILIATES FROM THE  STOCKHOLDERS OF AMYLIN  PHARMACEUTICALS,
INC, FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN   IMPORTANT   INFORMATION,   INCLUDING   INFORMATION   RELATING  TO  THE
PARTICIPANTS IN ANY SUCH PROXY SOLICITATION.  WHEN COMPLETED, A DEFINITIVE PROXY
STATEMENT  AND A FORM OF PROXY  WILL BE  AVAILABLE  TO  STOCKHOLDERS  OF  AMYLIN
PHARMACEUTICALS,  INC.  FROM THE  PARTICIPANTS  AT NO  CHARGE  AND WILL  ALSO BE
AVAILABLE AT NO CHARGE AT THE  SECURITIES AND EXCHANGE  COMMISSION'S  WEBSITE AT
HTTP://WWW.SEC.GOV.                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DFAN14A’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		1/30/09		2					3,  8-K,  SC 13D/A
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