SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

INSPIRE PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

457733103

(CUSIP Number)

Celia Colbert

Senior Vice President, Secretary, and

Assistant General Counsel

Merck & Co., Inc.

One Merck Drive

Whitehouse Station, NJ 08889-0100

(908) 423-1000

Copies to:

David N. Shine

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004-1980

(212)  859-8000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

May 13, 2011

(Date of Event Which Requires Filing of This Statement)

 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  o

 Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.  457733103 Page 2 of 5

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Merck & Co., Inc. 22-1918501
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                    o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF	7	SOLE VOTING POWER 0
SHARES BENEFICIALLY	8	SHARED VOTING POWER 101,114,114
OWNED BY EACH	9	SOLE DISPOSITIVE POWER 0
REPORTING PERSON WITH	10	SHARED DISPOSITIVE POWER 101,114,114
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,114,114
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.004%1
14	TYPE OF REPORTING PERSON CO

__________________

1This percentage is calculated based upon 112,343,460 shares of Common Stock (as defined herein) outstanding, as of May 13, 2011.

CUSIP No.  457733103 Page 3 of 5

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Monarch Transaction Corp. 45-1540007
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                    o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF	7	SOLE VOTING POWER 0
SHARES BENEFICIALLY	8	SHARED VOTING POWER 101,114,114
OWNED BY EACH	9	SOLE DISPOSITIVE POWER 0
REPORTING PERSON WITH	10	SHARED DISPOSITIVE POWER 101,114,114
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,114,114
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.004%2
14	TYPE OF REPORTING PERSON CO

__________________

2 This percentage is calculated based upon 112,343,460 shares of Common Stock (as defined herein) outstanding, as of May 13, 2011.

Page 4 of 5

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed jointly on April 15, 2011, (the “Schedule 13D”) by Merck & Co., Inc., a company organized under the laws of New Jersey (“Merck”), and Monarch Transaction Corp., a Delaware corporation and a wholly-owned subsidiary of Merck (“Purchaser”), pursuant to the joint filing agreement filed with the original Schedule 13D, relating to the tender offer (as it may be amended from time to time, the “Offer”) by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), of Inspire Pharmaceuticals, Inc., a Delaware corporation (“Inspire”), and the associated preferred stock purchase rights (the “Rights”, and together with the Common Stock, each, a “Share”, and collectively, the “Shares”), at a price per Share of $5.00 net to the seller in cash, without interest and less any applicable withholding tax (the “Offer Price”), and the subsequent merger (the “Merger”“) of Purchaser with and into Inspire upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of April 5, 2011 (the “Merger Agreement”), by and among Purchaser, Merck and Inspire.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

The Schedule 13D is hereby amended as follows:

ITEM 4. PURPOSE OF TRANSACTION

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 4, Item 5(a), (b) and (c) and Item 6 of the Schedule 13D are hereby amended and supplemented by adding the following at the end of each section thereof:

“The Offer expired at 12:00 midnight, New York City time, at the end of the day on Thursday, May 12, 2011.  Based on information provided by Computershare Inc., the depositary for the Offer, a total of 72,544,987 Shares were validly tendered and not properly withdrawn in the Offer (excluding Shares tendered by notice of guaranteed delivery), representing approximately 75.4% of the outstanding Shares of Inspire on a fully diluted basis (as determined pursuant to the Merger Agreement).  Purchaser accepted for payment all Shares validly tendered and not withdrawn in the Offer in accordance with the terms of the Offer and will promptly pay for such Shares, including all of the Covered Shares owned by Warburg.  Purchaser also exercised its Top-Up Option (as defined in the Merger Agreement) pursuant to the terms of the Merger Agreement for a number of newly issued Shares sufficient to ensure that Purchaser could effect a “short-form” merger in accordance with the “short-form” merger provisions of the Delaware General Corporation Law (the “DGCL”), and pursuant to which Inspire issued Shares to Purchaser at a purchase price per Share equal to the Offer Price.

 Following the purchase of Shares in the Offer and the exercise of the Top−Up Option, Purchaser owned 90.004% of the outstanding Shares (excluding Shares tendered by notice of guaranteed of delivery). In accordance with the Merger Agreement and the “short-form” merger provisions of the DGCL, Purchaser will merge with and into Inspire, with Inspire continuing as the Surviving Corporation and as a wholly-owned subsidiary of Merck. Each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of Inspire and any Shares owned by Merck, Purchaser or any direct or indirect subsidiary of Merck or Inspire and any Shares held by any person who is entitled to and properly demands appraisal of such Shares under the DGCL) will be cancelled and converted into the right to receive the Merger Consideration. Following the Merger, the Shares will no longer be listed on the NASDAQ Global Market.

On May 13, 2011, Merck issued a press release announcing the results and expiration of the Offer. A copy of the press release is attached hereto as Exhibit 7.04, and the information set forth in the press release is incorporated herein by reference.

As a result of the Offer and Top-Up Option, Merck now beneficially owns 90.004% of the outstanding shares of Common Stock, including all of the Covered Shares.

Pursuant to the terms of the Merger Agreement, following Purchaser’s acceptance for payment of the Shares validly tendered and not properly withdrawn as of the expiration of the Offer (the “Acceptance Time”), Purchaser became entitled to designate such number of directors to the Board of Directors of Inspire (the “Board”) as to give Purchaser representation on the Board equal to that number of directors, rounded up to the next whole number, equal to the product of (i) the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of Shares owned by Merck, Purchaser or any other subsidiary of Merck bears to (B) the total number of Shares that are issued and outstanding.  Accordingly, on May 13, 2011, each of George B. Abercrombie, Adrian Adams, Alan F. Holmer, Nancy J. Hutson, Richard S. Kent, and Jonathan S. Leff (the “Resigning Directors”) resigned from the Board.  Mr. Abercrombie was a member of the Audit Committee.  Mr. Kent and Dr. Hutson were members of the Compensation Committee.  Messrs. Holmer and Leff were members of the Corporate Governance Committee.  Messrs. Kip A. Frey and Kenneth B. Lee (the “Continuing Directors”) remained as members of the Board.  All such Continuing Directors will resign from the Board at or prior to the Effective Time, which is expected to occur on May 16, 2011.  In accordance with the terms of the Merger Agreement, immediately following the Acceptance Time, the Continuing Directors appointed the following Merck designees as members of the Board:  Richard N. Kender, Steven H. Koehler, Mark E. McDonough, James McIntyre, Sean T. Mooney and George Shiebler.”

ITEM 7.                      MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

7.04 Press release issued by Merck, dated May 13, 2011.

Page 5 of 5

SIGNATURE

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

Date:  May 13, 2011	MERCK & CO., INC. By:      /s/ Katie Fedosz
	Name: Katie Fedosz Title:   Senior Assistant Secretary
Date:  May 13, 2011	MONARCH TRANSACTION CORP. By:      /s/ Katie Fedosz
	Name: Katie Fedosz Title:   Assistant Secretary

EX-7.04

Exhibit 7.04

FOR IMMEDIATE RELEASE

Media Contact: Ian McConnell (908) 423-3046 Investor Contact: Carol Ferguson (908) 423-4465

Merck Announces Successful Completion of Tender Offer for Shares of Inspire Pharmaceuticals, Inc. With Over 75 Percent of Shares Tendered

WHITEHOUSE STATION, N.J., May 13, 2011 - Merck (NYSE: MRK), known as MSD outside the United States and Canada, announced today that Monarch Transaction Corp., its wholly-owned subsidiary (“Monarch”), successfully completed the cash tender offer for all of the outstanding shares of common stock (together with the associated preferred stock purchase rights, the “Shares”) of Inspire Pharmaceuticals, Inc. (“Inspire”), which expired at 12:00 midnight, New York City time, on Thursday, May 12, 2011.  Computershare, Inc., the Depositary for the tender offer, has indicated that, as of the expiration of the tender offer, approximately 72,544,987 Shares (excluding Shares subject to guarantees of delivery) had been validly tendered and not properly withdrawn from the tender offer, representing approximately 75.4 percent of the outstanding Shares on a fully diluted basis (as determined pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) among Monarch, Merck and Inspire, dated as of April 5, 2011).  All Shares that were validly tendered and not properly withdrawn in the tender offer have been accepted for purchase and payment at the offer price of $5.00 per share in cash, without interest and less any applicable withholding taxes, and all holders of these Shares will be paid promptly in accordance with the terms of the offer.

Merck intends to complete the acquisition of Inspire promptly through the merger of Monarch with and into Inspire, with Inspire as the surviving corporation.  Pursuant to the terms and conditions of the Merger Agreement, Monarch will exercise its top-up option to purchase a number of newly issued Shares (the “Top-Up Option Shares”) directly from Inspire at the same price per share paid in the tender offer in an amount which, when taken together with the Shares purchased in the tender offer, constitutes at least 5,000 Shares more than 90 percent of the Shares outstanding (after giving effect to the issuance of the Top-Up Option Shares).  As a result of the tender offer and following the purchase of the Top-Up Option Shares, Monarch will own at least 90 percent of the outstanding Shares, which is sufficient to enable Monarch to effect the merger without a vote or meeting of Inspire’s stockholders through the “short-form” merger provisions of Delaware law.

Merck expects to complete the acquisition of Inspire on May 16, 2011 through the merger described above.  Pursuant to the terms of the Merger Agreement, at the effective time of merger the remaining Inspire stockholders (other than Inspire, Merck and Monarch and any of their respective direct or indirect subsidiaries, or those stockholders who are entitled to and properly exercise appraisal rights under Delaware law) will become entitled to receive $5.00 per Share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer.  After the merger, Inspire will be a wholly-owned subsidiary of Merck, Inspire shares will cease to be traded on the NASDAQ Global Market and Inspire will no longer have reporting obligations under the Securities and Exchange Act of 1934, as amended.

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.

Forward-looking statement

This news release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. 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 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).

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