SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 2)

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

Inspire Pharmaceuticals, Inc.

(Name of Subject Company)

Inspire Pharmaceuticals, Inc.

(Name of Persons Filing Statement)

Common Stock, par value $0.001 per share, and the

Associated Preferred Stock Purchase Rights

(Title of Class of Securities)

457733103

(CUSIP Number of Class of Securities)

Joseph M. Spagnardi

Senior Vice President, General Counsel and Secretary

Inspire Pharmaceuticals, Inc.

8081 Arco Corporate Drive, Suite 400

Raleigh, NC 27617

(919) 941-9777

(Name, address and telephone numbers of person authorized to receive notices

and communications on behalf of the persons filing statement)

Copies to:

Russell L. Leaf

Adam M. Turteltaub

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements Item 8 and Item 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) initially filed with the Securities and Exchange Commission on April 15, 2011, by Inspire Pharmaceuticals, Inc. (the “Company”), as amended or supplemented from time to time. The Schedule 14D-9 relates to the cash tender offer by Monarch Transaction Corp. (“Merger Sub”), a wholly owned subsidiary of Merck & Co., Inc. (“Parent”), to purchase all of the Company’s outstanding shares of common stock at a price of $5.00 per share, payable net to the seller in cash without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in Merger Sub’s Offer to Purchase dated April 15, 2011, and in the related Letter of Transmittal, as each may be amended or supplemented from time to time.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 2.

Item 8. Additional Information to be Furnished.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following sentence to the end of the first paragraph under subsection “(c) Antitrust Compliance.”:

“At 11:59 p.m., New York City time, on Wednesday, April 27, 2011, the waiting period applicable to the Offer and the Merger under the HSR Act expired. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied.”

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraphs at the end of the last paragraph under subsection “(h) Litigation.”:

“On April 20, 2011, plaintiffs amended the complaint originally filed on April 14, 2011, related to a purported class action lawsuit filed against the Company, Board, Parent, and Merger Sub in the Court of Chancery of the State of Delaware, under the caption Steve Dougherty, On Behalf of Himself and All Others Similarly Situated v. Inspire Pharmaceuticals, Inc., et al. Case No. 6378. The plaintiffs in this case purport to sue on behalf of a class of stockholders of the Company, and allege that members of the Board breached their fiduciary duties to the members of the class by, among other things, failing to maximize shareholder value in connection with the sale of the Company to Parent. In addition, the amended complaint alleges that the Board breached its fiduciary duty to disclose material information. The complaint also alleges that the Company, Parent, and Merger Sub aided and abetted the Board in the Board’s purported breach of their fiduciary duties. The relief sought includes, among other things, an injunction preventing the proposed sale of the Company and tender offer, rescission, to the extent already performed, of the Merger Agreement, or granting plaintiffs rescissory damages, and reimbursement of plaintiffs’ costs, including reasonable attorney and expert fees.”

“On April 21, 2011, a purported class action lawsuit was filed against the Company, Board, Parent, and Merger Sub in the Court of Chancery of the State of Delaware, under the caption Raymond Chan, on behalf of himself and all others similarly situated v. Inspire Pharmaceuticals, Inc., et al., Case No. 6401. The plaintiffs in this case purport to sue on behalf of a class of stockholders of the Company, and allege that members of the Board breached their fiduciary duties to the members of the class by, among other things, failing to maximize shareholder value in connection with the sale of the Company to Parent. The complaint also alleges that the Company, Parent, and Merger Sub aided and abetted the Board in the Board’s purported breach of their fiduciary duties. The relief sought includes, among other things, an injunction preventing the proposed sale of the Company and tender offer, rescission, to the extent already performed, of the Merger Agreement, or granting plaintiffs rescissory damages, and reimbursement of plaintiffs’ costs, including reasonable attorney and expert fees.”

“On April 25, 2011, Vice Chancellor Parsons of the Court of Chancery of the State of Delaware signed an order consolidating all of the Delaware actions (with the exception of the Luttenberger action, which was filed on April 11, 2011, but which plaintiffs moved to voluntarily dismiss on April 14, 2011) into one action called In re Inspire Shareholders Litig., C.A. 6328-VCP.”

Item 8 of Amendment No. 1 is hereby amended and supplemented by adding the following sentences to the end of the third paragraph under subsection “(h) Litigation.”:

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“On April 22, 2011, all defendants filed motions seeking to dismiss the case. The court has not ruled on this motion. That same day, plaintiffs in the North Carolina action also filed an emergency motion for expedited discovery and to set a briefing schedule and hearing date for a preliminary injunction hearing. On April 22, 2011, defendants filed an opposition to that motion.”

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

Exhibit (a) (9)         Press Release issued jointly by the Company and Parent, dated April 28, 2011.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

INSPIRE PHARMACEUTICALS, INC.
By:	/s/ Adrian Adams
Name:	Adrian Adams
Title:	President and Chief Executive Officer

Dated: April 28, 2011

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EX-99.(A)(9)

Exhibit (a)(9)

	News Release

Merck Media Contact:	Ian McConnell (908) 423-3046	Investor Contact:	Carol Ferguson or Joe Romanelli/ (908) 423-5088
Inspire Pharmaceuticals Inc.
	Cara Amoroso (919) 287-1266		Jenny Kobin (919) 287-1219

Merck and Inspire Announce Expiration of Hart-Scott-Rodino Act Waiting Period

Relating to Tender Offer for Shares of Inspire

WHITEHOUSE STATION, N.J. and RALEIGH, N.C., April 28, 2011 – Merck (NYSE:MRK), known as MSD outside the United States and Canada, and Inspire Pharmaceuticals, Inc. (NASDAQ: ISPH) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR") has expired in connection with the previously announced cash tender offer made by Monarch Transaction Corp., a wholly owned subsidiary of Merck, to purchase all of the outstanding shares of common stock of Inspire.

As previously announced on April 15, 2011, Merck commenced, through Monarch Transaction Corp., its tender offer for all outstanding shares of Inspire for $5.00 per share in cash without interest and less any applicable withholding taxes. The tender offer is being made pursuant to an offer to purchase and related letter of transmittal, each dated April 15, 2011, and an Agreement and Plan of Merger, dated as of April 5, 2011, by and among Merck, Monarch Transaction Corp. and Inspire.

The expiration of the HSR waiting period satisfies one of the conditions necessary for the consummation of the tender offer. The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City Time, on May 12, 2011, unless extended in accordance with the definitive agreement and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Consummation of the tender offer remains subject to other

customary conditions described in the tender offer statement on Schedule TO filed with the SEC on April 15, 2011 (as amended), including the tender of a majority of the outstanding shares of Inspire's common stock, determined on a fully diluted basis.

The Depositary for the tender offer is Computershare, Inc., c/o Voluntary Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011. The Information Agent for the tender offer is Georgeson Inc., 199 Water Street, 26^th Floor, New York, NY 10038. The tender offer materials may be obtained at no charge by directing a request by mail to Georgeson Inc. or by calling toll-free at (800) 279-6913, and may also be obtained at no charge at the website maintained by the SEC at www.sec.gov.

About Inspire

Inspire is a specialty pharmaceutical company focused on developing and commercializing ophthalmic products. Inspire's specialty eye care sales force generates revenue from the promotion of AZASITE^® (azithromycin ophthalmic solution) 1% for bacterial conjunctivitis. Inspire receives royalties based on net sales of RESTASIS^® (cyclosporine ophthalmic emulsion) 0.05% and DIQUAS^TM Ophthalmic Solution 3% (diquafosol tetrasodium) in Japan. For more information, visit www.inspirepharm.com.

About Merck

Today's Merck is a global healthcare leader working to help the world be well. Merck is known as MSD outside the United States and Canada. Through our prescription medicines, vaccines, biologic therapies, and consumer care and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to healthcare through far-reaching policies, programs and partnerships. For more information, visit www.merck.com.

Notice to Investors

This release is neither an offer to purchase nor a solicitation of an offer to sell securities. The offer to buy the outstanding shares of common stock of Inspire is being made pursuant to a tender offer statement on Schedule TO containing an offer to purchase, form of letter of transmittal and related materials filed by Monarch Transaction Corp. with the SEC on April 15, 2011. Inspire has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer with the SEC. The tender offer statement (including the offer to

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purchase, related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement, as they may be amended from time to time, contain important information that should be read carefully before making any decision to tender securities in the tender offer. These materials have been or will be sent free of charge to all stockholders of Inspire. Investors may also obtain a free copy of these materials (and all other tender offer documents filed with the SEC) on the SEC's website: www.sec.gov. The Schedule TO (including the offer to purchase and related materials) and the Schedule 14D-9 (including the solicitation/recommendation statement), may also be obtained for free by contacting Georgeson Inc., the information agent for the tender offer, toll-free at (800) 279-6913.

Merck Forward-Looking Statement

This news release includes "forward-looking statements". Forward-looking statements are statements that are not historical facts. Such statements may include, but are not limited to, statements about the benefits of the merger between Merck and Schering-Plough, including future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Merck's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the possibility that the expected synergies from the merger of Merck and Schering-Plough will not be realized, or will not be realized within the expected time period; the impact of pharmaceutical industry regulation and health care legislation; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; Merck's ability to accurately predict future market conditions; dependence on the effectiveness of Merck's patents and other protections for innovative products; the risk of new and changing regulation and health policies in the United States and internationally and the exposure to litigation and/or regulatory actions.

Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be

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found in Merck's 2010 Annual Report on Form 10-K and the company's other filings with the Securities and Exchange Commission (SEC) available at the SEC's Internet site (www.sec.gov).

Inspire Forward-Looking Statement

The forward-looking statements in this news release relating to management's expectations and beliefs are based on preliminary information and management assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including: statements regarding the expected completion of the tender offer or merger, including the timing thereof, and satisfaction of the conditions necessary for the consummation of the tender offer; Inspire’s ability to develop and commercialize its ophthalmology business; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Inspire stockholders will tender their stock in the tender offer; the risk that competing offers will be made; the possibility that various closing conditions for the tender offer or merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the tender offer or merger; the effects of disruption from the tender offer or merger, making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of Inspire's control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the SEC by Inspire. Inspire does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

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