Amylin Sends Letter To Shareholders

Urges Shareholders to Support the Board's Strategy and Vote the BLUE Proxy
Card Today to Elect Amylin's Highly-Qualified Nominees

SAN DIEGO, May 11 /PRNewswire-FirstCall/ -- Amylin Pharmaceuticals, Inc.
(Nasdaq: AMLN) today announced that it is sending the following letter to
shareholders in connection with the Company's Annual Meeting of Stockholders
on May 27, 2009. Amylin urges all shareholders to vote FOR Amylin's Directors
on the BLUE proxy card today and reject the nominees of both Carl Icahn and
Eastbourne Capital Management, L.L.C.

The text of the letter from James N. Wilson, Lead Independent Director, is
below:

Dear Fellow Amylin Shareholder:

Amylin's Annual Meeting is nearly two weeks away -- on May 27th, you will face
a clear choice regarding the future of the Company and the value of your
investment. We urge you to recognize the importance of your vote: make the
right choice by voting FOR your Board's highly-qualified nominees on the BLUE
proxy card TODAY.

Amylin now has the opportunity to transform the treatment of diabetes with
exenatide once weekly. Your Company has been carefully executing a
comprehensive plan to ensure that this important treatment benefits diabetes
patients and subsequently delivers substantial value to Amylin's shareholders.

Carl Icahn and Eastbourne Capital Management, L.L.C., on the other hand, offer
a different approach for the future of the Company. Despite their
protestations to the contrary, their often stated agenda is the sale of
Amylin, and they have selected a slate of nominees that reflects this intent.
Your Board strongly believes that a premature sale of the Company -- before
Amylin's shareholders fully realize the value of exenatide once weekly -- is
simply not the right or responsible strategy.

We urge you to vote to elect Amylin's Director nominees and protect the value
of your investment. Vote the BLUE proxy card TODAY by telephone or Internet,
or by signing, dating and returning the BLUE proxy card in the postage paid
envelope provided.

Please discard any Gold or White proxy cards you receive from Carl Icahn or
Eastbourne Capital Management, L.L.C., respectively, and vote the BLUE proxy
card today.

UNDER YOUR BOARD'S LEADERSHIP AMYLIN IS SUCCESSFULLY EXECUTING ITS STATED
STRATEGY AND ACHIEVING KEY MILESTONES

In the fall of 2008, Amylin clearly articulated its strategy for creating
value in 2009 and beyond. Your Board and management team have already
delivered on several key strategic initiatives, including:

-- May 5, 2009: Early submission of New Drug Application (NDA) for
exenatide once weekly to U.S. Food and Drug Administration (FDA).

-- May 4, 2009: New specialty sales force approach to more effectively
target the diabetes market -- plan will reduce sales force by 35% and
save $45 million annually beginning in 2010.

-- April 15, 2009: Launch of ExenatideOne to optimize cost structure and
drive efficiency with partner Eli Lilly and Company.

We note that Mr. Icahn and Eastbourne ignore the achievement of these
milestones because they are inconsistent with their "sell now" agenda.

THE EXENATIDE ONCE WEEKLY OPPORTUNITY

Within the next two decades, cases of diabetes are estimated to grow by 55%
globally. Last year there were over 23 million people with diabetes in the
United States alone. Exenatide once weekly will be the first once-a-week
treatment for type 2 diabetes and has the potential to transform the treatment
of the disease. Industry experts have recognized the significance and
commercial potential of exenatide once weekly:

-- "Many analysts believe that if [exenatide once weekly] makes it
through [the FDA approval process it] may be a blockbuster, maybe even
a
mega blockbuster drug." -- Mike Huckman, CNBC, Pharmaceutical
Reporter, May 5, 2009

-- "We believe exenatide [once weekly], once approved as the first
once-weekly agent from the GLP-1 class, should help drive the company
toward sustainable profitability." -- Matthew Osborne, Senior
Biotechnology Analyst, Lazard, April 30, 2009

ICAHN AND EASTBOURNE SUFFER FROM A FUNDAMENTAL MISUNDERSTANDING OF AMYLIN'S
BUSINESS

In pursuit of their agenda, Mr. Icahn and Eastbourne have launched a number of
ill-informed attacks and comparisons that we believe reflect a lack of basic
understanding of our business.

1. Attacking the Relationship with our Partner Eli Lilly and Company

An essential element of Amylin's growth has been the successful partnership of
Amylin with Lilly. We entered into a partnership with Lilly that was extremely
beneficial to our shareholders and was well-received by the financial
community. Amylin maintained control of the exenatide molecule and obtained
the financial and operational support of a powerful leader in the diabetes
sector.

This combination enabled us to grow BYETTA(R) (exenatide) injection, a
first-in-class alternative, into a source of nearly $700 million in annual
revenues in 2008 over a period of only three and a half years. We built a
platform and an overall framework for growth of our next generation, exenatide
once weekly, by:

-- Establishing a leading franchise with our current injectable product
BYETTA.
-- Completing extensive clinical studies establishing the superiority of
exenatide once weekly to competitive agents.

-- Learning what high-prescribing physicians and patients want from our
medicines.

As we near the completion of the development phase of exenatide once weekly,
we have taken a number of decisive steps to maximize the value of Amylin. The
results:

-- The ExenatideOne structure -- the Amylin and Lilly integrated medical,
development and marketing team based in San Diego that will be focused
solely on maximizing the value of the exenatide molecule.
-- A streamlined sales force focused on high-prescribing physicians and
positioned specifically for the exenatide once weekly opportunity.
-- Substantial financial support from Lilly as we enter into the next
stage
of our growth.

-- Improved operating results for Amylin shareholders.

The attempts of Mr. Icahn and Eastbourne to undermine this partnership are
troubling, given the importance and clear benefits of Amylin working with
Lilly at this critical point.

2. Criticizing the Sales Force Strategy

Initially, our sales strategy was focused on the broad and deep market
penetration of BYETTA. Through these substantial selling efforts, we developed
relationships with key physicians, learned about their prescribing habits and
achieved critical mass for BYETTA.

As recently announced, we are optimizing our sales force to realize our
objective of maximizing the number of physicians prescribing BYETTA and
achieving maximum synergy with the Lilly sales force.

With the level of penetration established through the BYETTA rollout, we
believe that this optimization will support the successful launch of exenatide
once weekly.

These initiatives support our previously announced objective to be cash flow
positive by the end of 2010. The Company's new sales force approach is
expected to result in an annualized benefit of approximately $45 million to
GAAP operating results in 2010. Contrast this plan to the observations by Mr.
Icahn, who suggested slashing 30% of the costs (over and above the cost
savings initiatives adopted last fall) by focusing on areas such as insurance
and logistics. We believe this "cookie-cutter" approach demonstrates a
fundamental misunderstanding of Amylin's business and would significantly
impair our ability to maximize the value of Amylin through the
commercialization of exenatide once weekly.

3. Citing Previous "Success"

Mr. Icahn has frequently referred to his experience at ImClone as a principal
reason to vote for his slate. Let's examine some of the assertions made by Mr.
Icahn:

-- Tighter cost controls by Icahn nominees led to higher free cash flow.
-- ImClone's costs actually increased by $113 million from 2005 to
2007 when his nominees were on the Board, reducing profitability
from otherwise high margin royalties.

-- The increase in free cash flow while his nominees were on the
Board
was largely driven by Merck KGaA nearly tripling sales from $265
million in 2005 to $656 million in 2007 and ImClone completing
construction of their $334 million BB50 manufacturing facility
during the fourth quarter of 2005. This led to major reduction in
CAPEX, not tight cost controls from Icahn.

-- Icahn's nominees helped deliver results.

-- During the Icahn representatives' brief two-year tenure,
analysts reduced revenue estimates on four separate occasions and
ImClone's earnings twice fell short of consensus expectations.

-- ImClone shares dramatically outperformed.

-- Absent the sale to Lilly, during Dr. Alexander Denner's tenure
on the Board, ImClone's stock price actually underperformed the
comparable companies that Icahn himself identified in his proxy
presentation, underscoring his only path to value creation is a
sale. (Dr. Denner is one of Mr. Icahn's Director nominees.)

(For additional information, please see the attached slides. Links to the
slides can be found at the end of this letter.)

Mr. Icahn has publicly touted his disdain for corporate boards. Of the nine
companies where Mr. Icahn has obtained Board representation since 2000,
ImClone is the only one with positive price performance. The other eight are
down an average of 63% since his representatives joined the Board:

Company Value Situation Industry
"Creation"
Adventrx
Pharmaceuticals - 94% Other Biotechnology
Blockbuster - 93% Proxy Fight Retail/Services
BKF Capital - 85% Other Financial
Federal Mogul(2) - 63% Other Auto Parts
Motorola(1) - 42% Proxy Fight Technology/Telecom
ImClone 126% Proxy Fight / Biotechnology
Systems(4) Company sold
WCI Proxy Fight Construction
Communities(1) - 100%
XO Holdings(3) - 12% Other Technology/Telecom
Yahoo!(1) - 30% Proxy Fight Internet

Source: CapIQ, Shark Repellant, public sources as of 27-Apr-2009
Note: Companies listed are situations where Icahn and /or his affiliates
obtained board representation since 2000. Performance is measured from
the day Icahn or an affiliate was placed on the board to 27-Apr-2009

(1) Company agreed to nominate dissident(s) at the annual meeting of
shareholders. The board joining date is the date of the annual
meeting where the dissident(s) were first up for election.
(2) Federal-Mogul performance is measured from 6-Dec-2007, the date
it emerged from bankruptcy.
(3) XO Holdings performance is measured from 23-Jan-2003, the date
it emerged from bankruptcy.
(4) ImClone agreed to be acquired by Eli Lilly on 6-Oct-2008. Final
sale price is the $70 cash consideration offered by Eli Lilly.

4. Asserting that their Nominees Are Better Qualified than Your Board's
Nominees

In recent years, Amylin has developed and commercialized two first-in-class
products, positioning the Company to deliver a potentially transformational
drug -- exenatide once weekly. Your Board's slate has extensive experience in
biopharmaceuticals and diabetes as well as valuable sales and marketing
expertise. In addition to the ten current Directors standing for re-election,
we are further strengthening your Board by proposing two new independent
Director nominees: Paul N. Clark, former Chairman, Chief Executive Officer and
President of Icos Corporation, and Paulo F. Costa, former President and Chief
Executive Officer of Novartis U.S. Corporation. Both bring additional
commercial and operational expertise in the biopharmaceutical industry, which
are key attributes requested by our shareholders.

AMYLIN'S SLATE IS BEST QUALIFIED TO UNLOCK LONG-TERM VALUE

Your Board has the knowledge and expertise to continue to successfully execute
Amylin's strategy, with:

-- A proven track record -- successfully overseeing development and
commercialization of two first-in-class products and positioning
Amylin
to deliver a potentially transformational drug.

-- Director nominees who have extensive diabetes and biopharmaceutical
experience as well as valuable sales and marketing expertise.

In contrast, the Icahn and Eastbourne nominees:

X Lack diabetes knowledge.

X Lack understanding of the Company and industry expertise.

X Have predominantly financial backgrounds that reflect their short-term
"sell now" agenda -- one of them would need to retire within one year given
the Company's mandatory retirement age.

The relevant experience of the Icahn and Eastbourne nominees pales in
comparison to the qualifications of the five nominees they are seeking to
replace.

While Mr. Icahn and Eastbourne have both recently publicly stated their
intention to maximize the exenatide once weekly opportunity, their five
nominees lack the relevant diabetes knowledge and industry expertise to best
serve Amylin and its shareholders at this critical time. Given their nominees,
Icahn and Eastbourne clearly appear to be focused on a sale of Amylin before
you can realize the substantial value inherent in the exenatide once weekly
opportunity.

5. Mischaracterizing our Interactions

It is important for shareholders to know that Amylin's Board has acted in good
faith in its interactions with Mr. Icahn and Eastbourne. We respect their
level of stock ownership and have worked with both parties in an effort to
resolve the proxy contest and reach an agreement that is in the best interests
of all shareholders. Amylin has:

-- Offered Board representation to both Mr. Icahn and Eastbourne.
-- Facilitated three-way discussions.
-- Permitted them to engage in discussions regarding a potential
settlement
without triggering Amylin's shareholder rights agreement.

-- Worked out, with no up-front cost, a favorable waiver of the
"change in control provision" in our credit agreement.

Despite our best efforts, Mr. Icahn and Eastbourne continue to pursue a
fundamental change in the composition of your Board and a dramatic shift in
strategy with a slate whose only agenda is a premature sale of the Company. We
believe their presence on the Board could jeopardize the important actions we
are taking to maximize Amylin's future growth and success.

SECURE AMYLIN'S FUTURE AND POTENTIAL OF EXENATIDE ONCE WEEKLY -- VOTE FOR YOUR
COMPANY'S NOMINEES ON THE BLUE PROXY CARD TODAY

The election of any of the nominees put forward by Mr. Icahn and Eastbourne,
who reject the Company's strategy, will jeopardize Amylin's ability to
maximize value for all shareholders and significantly impair the Company's
ability to fulfill the unmet needs of millions of diabetes patients

We urge you to act now to maximize the value of your investment by voting your
BLUE proxy card TODAY. Please discard any Gold or White proxy cards you might
receive from Mr. Icahn or Eastbourne, respectively.

As referenced earlier in this letter, below are individual links to the
respective slides:

(Slide 1: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-a)
(Slide 2: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-b)
(Slide 3: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-c)
(Slide 4: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-d)
(Slide 5: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-e)
(Slide 6: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-f)
(Slide 7: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-g)

On behalf of your Board of Directors, we thank you for your continued support.

Sincerely,

/s./ James N. Wilson
Lead Independent Director

Your Vote Is Important, No Matter How Many Or How Few Shares You Own

If you have questions about how to vote your shares, or need
additional assistance, please contact the firm assisting
us in the solicitation of proxies:

INNISFREE M&A INCORPORATED
Stockholders Call Toll-Free: (877) 717-3926
Banks and Brokers Call Collect: (212) 750-5833

IMPORTANT

We urge you NOT to vote using any White or Gold proxy card sent to
you by Icahn or Eastbourne, as doing so will revoke your vote on
the BLUE proxy card.

If you have already done so, you have every legal right to change
your vote by using the enclosed BLUE proxy card to vote
today -- by telephone, by Internet,
or by signing, dating and returning the BLUE proxy card
in the postage-paid envelope provided.

About Amylin
Amylin Pharmaceuticals is a biopharmaceutical company committed to improving
lives through the discovery, development and commercialization of innovative
medicines. Amylin has developed and gained approval for two first-in-class
medicines for diabetes, SYMLIN(R) (pramlintide acetate) injection and
BYETTA(R) (exenatide) injection. Amylin's research and development activities
leverage the Company's expertise in metabolism to develop potential therapies
to treat diabetes and obesity. Amylin is headquartered in San Diego,
California. Further information on Amylin Pharmaceuticals is available at
www.amylin.com.

Forward Looking Statements
This letter contains forward-looking statements about Amylin, which involve
risks and uncertainties. Our actual results could differ materially from those
discussed herein due to a number of risks and uncertainties, including risks
that BYETTA, SYMLIN or exenatide once weekly may be affected by competition,
unexpected new data, safety and technical issues, or manufacturing and supply
issues; risks that our financial results may fluctuate significantly from
period to period and may not meet market expectations; risks that any
financial guidance we provide may not be accurate; risks that our clinical
trials will not be completed when planned, may not replicate previous results
or achieve desired end-points; risks that our preclinical studies may not be
predictive; risks that our NDAs for product candidates or sNDAs for label
expansion requests, such as the exenatide once weekly NDA mentioned in this
letter, may not be submitted timely or receive FDA approval; risks that our
expense reductions will not be as large as we expect; risks that the
restructured operations for exenatide will not produce the results we expect;
and other risks inherent in the drug development and commercialization
process. Commercial and government reimbursement and pricing decisions and the
pace of market acceptance may also affect the potential for BYETTA, SYMLIN or
exenatide once weekly. These and additional risks and uncertainties are
described more fully in the Company's most recently filed Form 10-K and Form
10-Q. Amylin disclaims any obligation to update these forward-looking
statements.

Additional Information and Where To Find It
This letter may be deemed to be solicitation material in respect of the
matters to be considered at the 2009 Annual Meeting of Stockholders. Amylin
has filed the definitive proxy statement with the Securities and Exchange
Commission ("SEC") on April 20, 2009. INVESTORS AND SECURITYHOLDERS ARE URGED
TO READ THE PROXY STATEMENT, THE BLUE PROXY CARD AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and securityholders may obtain the proxy
statement and other relevant documents free of charge at the SEC's Web site,
www.sec.gov or from Amylin Investor Relations at 9360 Towne Centre Drive, San
Diego, California 92121.

Participants in Solicitation
Amylin and its directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation
of proxies in respect of the matters to be considered at the 2009 Annual
Meeting of Stockholders. Information regarding the interests of Amylin's
directors and executive officers in the proxy contest is included in Amylin's
definitive proxy statement.

SOURCE Amylin Pharmaceuticals, Inc.

Alice Izzo, Executive Director, Corporate Affairs, of Amylin Pharmaceuticals,
Inc., +1-858-642-7272, alice.izzo@amylin.com; or Joele Frank, or Annabelle
Rinehart, both of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, for
Amylin Pharmaceuticals, Inc.