UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.     )

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Filed by a Party other than the Registrant  x

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¨        Preliminary Proxy Statement   ¨        Definitive Proxy Statement   x       Definitive Additional Materials   ¨        Soliciting Material Pursuant to Rule 14a-12 ¨        Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

AMYLIN PHARMACEUTICALS, INC.

(Name of Registrant as Specified in its Charter)

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

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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Dr. Kathleen Behrens

•

Served as director of Abgenix, Inc from 1999 until its acquisition by Amgen in April of 2006

–

Led first round of venture capital investment

–

Successful IPO in 1998

–

Participated in: research program selection, assessment of clinical trial design and implementation, competitive analysis, handling intellectual property,

business development, product development, manufacturing strategies, selection and management of R&D and commercialization partners

–

At various times served on Board’s Audit (Chair), Nominating & Governance and Compensation committees

–

Abgenix

reached a peak market cap of approximately $7.6 billion during tenure

–

Delivered

an

approximate

63%

premium

to

Abgenix

investors

through

Amgen

transaction

•

Served as a director of COR Therapeutics, Inc. from 1988 to 1995.

–

Co-invested first and subsequent rounds of venture financing for company with significant focus on peptide therapy

–

Participated in: setting up company, recruiting management, research program selection, assessment of clinical trial design and implementation,

competitive analysis, handling intellectual property, business development, product development, manufacturing strategies, product launch and

implementation strategies, selection and management of R&D and commercialization partners

–

Successful IPO in 1991

–

Market cap of company grew 383% to $362 million during her tenure

–

Helped

position

company

for

eventual

sale

to

Millenium

Pharmaceuticals

for

$2.0

billion

in

2001

•

Served as a director of Protein Design Labs, Inc. from 1986 to 1992.

–

Co-founder and co-invested only venture capital required by PDLI

–

Participated in: setting up company, recruiting early management, research program selection, competitive analysis, handling intellectual property,

business development,  product development and manufacturing strategies

–

Successful IPO in 1992; PDLI hit an all-time high of $70.84 in November 2000

–

Company pioneered the humanization of monoclonal antibodies to prevent or treat various disease conditions and receives royalties based on numerous

license agreements 

•

Served for nearly 20 years as a General Partner in multiple venture capital funds, with a demonstrated track record of successful life sciences investments, as

well as a Partner and Managing Director of Robertson Stephens and Co., an investment banking firm, and Managing Director of RS Investments, an investment

management firm

•

Currently serves as a member of the board of directors of AVI BioPharma, Inc., a leading RNA therapeutics company focused on the discovery and development

of RNA–based drugs

•

Has

held

numerous

high

level

federal

policy

positions

during

her

career,

including:

–

Member of the President’s Council of Advisors on Science and Technology (PCAST)

–

Director

of

the

Board

on

Science,

Technology

and

Economic

Policy

for

the

National

Research

Council

–

Member of the Institute of Medicine Committee on New Approaches to Early Detection and Diagnosis of Breast Cancer.

–

Director, President, Chair  and Past Chair of the National Venture Capital Association

Charles Fleischman

•

Mr. Fleischman held multiple positions during his tenure at Digene Corporation from 1990 to 2006,

including President, Chief Financial Officer, Chief Operating Officer, and Director.

–

Led successful IPO of Digene

in 1996

–

Company reached a market cap of $1.2 billion (near the all-time high) before his departure in 2006

–

Company sold to Qiagen

N.V. for $1.6 billion in 2007

•

As

part

of

Digene

management

team,

established

partnerships

with

leading

pharmaceutical

companies,

Abbott

and

Roche,

for

the

commercialization

of

Digene’s

leading

molecular

diagnostics

products

–

Supervised and negotiated key adjustments to commercialization agreements

–

Successfully

established

Digene

operated

distribution

network

•

Expertise in all aspects of creating, building and managing growth, including:

–

Developing commercialization strategies in the U.S. and abroad

–

Raising private capital pre-IPO and executing the company’s IPO and subsequent offerings

–

Managing manufacturing, operations, finance, regulatory affairs and quality systems 

•

Has significant experience navigating the FDA

–

Responsible for all regulatory and clinical affairs at Digene, including trials and submission of breakthrough

technology PMAs

and 510(k)s

–

As

part

of

Executive

Committee

of

the

Board

of

AdvaMed

(Advanced

Medical

Technology

Association),

formulated

industry policy on matters including regulation, reimbursement, ethics, and oversight.

•

Mr.

Fleischman

is

currently

a

Director

of

Dako

A/S,

a

global

leader

in

tissue-based

cancer

diagnostics;

a member

of

the

National

Advisory

Council,

John

Hopkins

University

School

of

Education;

and

a

Director of the Institute for Health Technology Studies

Jay Sherwood

•

Mr.

Sherwood

has

been

a

Managing

Director

and

Partner

at

Eastbourne

since

2005

and

has

led

Eastbourne’s

investment

in

Amylin

with

Eastbourne

founder,

Richard

Barry

•

Has

been

a

key

member

Eastbourne’s

focused

investment

approach:

–

Research-intensive: develops deep understanding of its investments

•

Financials

•

Competitive environment

•

Reputation

•

Management

•

Future prospects and other key factors

–

Long-term

•

Significant

holder

of

Amylin

since

2005

•

Investment time frames tend to be longer than most investors

–

Owner-oriented approach to investing

•

Partner/employee capital comprise ~13% of firm’s funds

•

Held Managing Director role at Robertson Stephens Investment Management (which subsequently

became RS Investments) from 1995-2002, and utilized his strong analytical expertise as co-portfolio

manager of two successful mutual funds during this time

•

Served

as

accountant

and

senior

auditor

for

Deloitte

&

Touche

and

was

CPA

and

CFA

accredited

•

With

a

substantial

holding

in

Amylin,

Mr.

Sherwood

and

Eastbourne’s

interests

are

aligned

with

all

other

Amylin

shareholders