PROXY CARD [PRELIMINARY COPY]
AMYLIN PHARMACEUTICALS, INC.
ANNUAL MEETING OF STOCKHOLDERS
[ ], 2009
GOLD PROXY CARD GOLD PROXY CARD
THIS PROXY IS SOLICITED BY:
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
VOTE BY INTERNET VOTE BY TELEPHONE VOTE BY MAIL
[ ] [ ]
Have this form available Call toll-free on a touch-tone Mark, date and sign
when you visit the secure phone, 24 hours a day, seven this voting direc-
voting site and follow the days a week. Have this form tion form and mail
simple instructions. You may available when you call and promptly in the
elect to receive an e-mail follow the simple instructions. postage-paid envel-
confirmation of your vote. ope. Do not return
the card if you
vote by telephone
or by Internet.
YOUR VOTE, WHETHER BY INTERNET, TELEPHONE OR
MAIL, MUST BE RECEIVED NO LATER THAN [ ]
PM, EASTERN TIME, ON [ ], TO BE INCLUDED
IN THE VOTING RESULTS.
The undersigned hereby appoints and constitutes each of Alexander J. Denner and
Mayu Sris (acting alone or together) as proxies, with full power of substitution
in each, to represent the undersigned at the Annual Meeting of Stockholders of
Amylin Pharmaceuticals, Inc. ("Amylin") to be held on [ ]at [ ]local time, and
at any adjournment or postponement or continuations thereof (the "Annual
Meeting"), hereby revoking any proxies previously given, to vote all shares of
Common Stock of Amylin held or owned by the undersigned as directed below, and
in their discretion upon such other matters as may come before the meeting
(provided, however, that the persons named above will be permitted to use such
discretionary authority only for matters which they do not know, a reasonable
time before the solicitation, are to be presented at the meeting).
IF NO DIRECTION IS MADE, THE PERSONS NAMED IN THIS GOLD PROXY CARD WILL
VOTE YOUR SHARES: FOR DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MR.
JULES HAIMOVITZ, DR. PETER LIEBERT AND DR. DAVID SIDRANSKY FOR DIRECTOR;
FOR THE PERSONS WHO HAVE BEEN NOMINATED BY AMYLIN TO SERVE AS DIRECTORS,
OTHER THAN [ ] (V) FOR PROPOSALS [ ]; AND AGAINST PROPOSALS [ ].
SIGN, DATE AND MAIL YOUR PROXY TODAY
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
ICAHN PARTNERS, ICAHN MASTER, ICAHN MASTER II, AND ICAHN MASTER III EACH
RECOMMEND A VOTE "FOR" THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1 BELOW,
"FOR" PROPOSALS [ ], AND "AGAINST PROPOSALS [ ]. [PRELIMINARY COPY]
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN, AND RETURN THIS PROXY.
YOUR VOTE IS VERY IMPORTANT TO US.
1. Election of directors -- Nominees: [ ] [ ] [ ]
(01) Dr. Alexander J. Denner FOR ALL WITHHELD FOR ALL
(02) Dr. Thomas F. Deuel NOMINEES FROM ALL EXCEPT
(03) Mr. Jules Haimovitz NOMINEES
(04) Dr. Peter Liebert
(05) Dr. David Sidransky
The persons who have been nominated by Amylin to serve as directors, other
than
The Icahn Parties are NOT seeking authority to vote for and WILL NOT
exercise any authority to vote for [ ]. There is no assurance that any
of the Amylin nominees will serve as directors if any or all of the
Icahn Parties' nominees are elected to the Board. You should refer to
the proxy statement and form of proxy distributed by Amylin for the
names, background, qualifications and other information concerning the
Amylin nominees.
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE,
MARK THE "FOR ALL EXCEPT" BOX AND WRITE THE NAME(S) OF THE NOMINEE(S)
YOU DO NOT SUPPORT ON THE LINE BELOW. YOU MAY ALSO WITHHOLD AUTHORITY
TO VOTE FOR THE PERSONS WHO HAVE BEEN NOMINATED BY AMYLIN TO SERVE AS
DIRECTORS OTHER THAN [ ] BY WRITING THE NAMES OF SUCH NOMINEES BELOW.
YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).
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2. North Dakota Reincorporation Proposal [ ] [ ] [ ]
FOR AGAINST ABSTAIN
3. Amylin's 2009 Equity Incentive Plan [ ] [ ] [ ]
FOR AGAINST ABSTAIN
4. Amendment to the 2001 Employee Stock [ ] [ ] [ ]
Purchase Plan FOR AGAINST ABSTAIN
5. Ratification of appointment of Independent [ ] [ ] [ ]
Registered Public Accounting Firm FOR AGAINST ABSTAIN
Please be sure to sign and date this Proxy.
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SIGNATURE(S) OF STOCKHOLDER(S) DATE
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SIGNATURE(S) IF HELD JOINTLY
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TITLE, IF ANY