UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 213, 2012 (~~June 29~~August 8, 2012)

AMYLIN PHARMACEUTICALS, ~~INC.~~LLC

(Exact name of registrant as specified in its charter)

Delaware

0-19700

33-0266089

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9360 Towne Centre Drive

San Diego, California 92121

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 552-2200

Check the appropriate box below if the Form 8–K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a–-12 under the Exchange Act (17 CFR 240.14a–-12)

x¨ Pre–-commencement communications pursuant to Rule 14d–-2(b) under the Exchange Act (17 CFR 240.14d–-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

In connection with the consummation of the Merger ~~Agreement~~(as defined below) and pursuant to the terms of the Indenture (the “Indenture”), dated June 8, 2007, by and between Amylin Pharmaceuticals, Inc. (the predecessor in interest to Amylin Pharmaceuticals, LLC, the “Company”) and The Bank of New York Trust Company, N.A. (the “Trustee”), with respect to the Company’s outstanding 3.00% Convertible Senior Convertible Notes due 2014 (the “Convertible Notes”), the Company and the Trustee entered into the First Supplemental Indenture, dated as of August 8, 2012 (the “Supplemental Indenture”), pursuant to which, during such time following the Merger that the Convertible Notes are convertible, each $1,000 in principal amount of the Convertible Notes will be convertible only into the cash consideration that a holder of such number of shares of common stock of the Company, par value $0.001 per share (the “Shares”), equal to the conversion rate for the Convertible Notes immediately prior to the Merger would have been entitled to receive in the Merger.

OnThis ~~June 29,~~description ~~2012, Amylin~~of ~~Pharmaceuticals,~~the ~~Inc.,~~Indenture aand ~~Delaware~~the ~~corporation~~Supplemental ~~(“Amylin”~~Indenture oris ~~the~~qualified ~~“Company”),~~in ~~entered~~its ~~into~~entirety anby ~~Agreement~~reference ~~and~~to ~~Plan~~the ofIndenture ~~Merger~~filed (as Exhibit 4.1 to the ~~“Merger~~Company’s ~~Agreement”)~~Current ~~with~~Report ~~Bristol~~on Form 8-~~Myers~~K ~~Squibb~~filed ~~Company,~~with athe ~~Delaware corporation~~Securities and Exchange Commission (~~“Bristol-Myers~~the ~~Squibb~~“SEC”) on June 8, 2007 and ~~B&R~~the ~~Acquisition~~Supplemental ~~Company,~~Indenture afiled ~~Delaware~~as ~~corporation~~Exhibit ~~and~~4.2 ato ~~wholly-owned~~this ~~subsidiary~~Current Report, each of ~~Bristol-Myers~~which ~~Squibb~~are incorporated ~~(“Merger~~herein ~~Sub”)~~by reference.

~~Pursuant~~As topreviously disclosed in the ~~Merger~~Current ~~Agreement~~Report on Form 8-K filed on November 8, 2011 by the Company, on November 7, 2011, the Company entered into a Settlement and ~~upon~~Termination Agreement (the ~~terms~~“Settlement Agreement”) with Eli Lilly and ~~subject~~Company (“Eli Lilly”). Pursuant to the ~~conditions~~terms ~~thereof~~of the Settlement Agreement, ~~Merger~~the Company ~~Sub~~agreed ~~will~~to ~~commence~~make acertain ~~tender~~revenue ~~offer~~sharing obligation payments to Lilly of up to $1,200,000,000 (the “~~Offer~~RSO”). toSimultaneously ~~acquire~~with ~~all~~the execution of the ~~outstanding~~Settlement ~~shares~~Agreement, the Company entered into a promissory note in favor of ~~common~~Eli Lilly ~~stock,~~for ~~par~~an ~~value~~initial principal amount of $01,200,000,000 (the “RSO Note”).~~001~~ ~~per~~On ~~share~~August 8, of2012, the Company repaid the remaining principal amount outstanding under the RSO Note (and the ~~“Shares”)~~accrued atand aunpaid ~~price~~interest on such amount) in satisfaction of the RSO under the Settlement Agreement (approximately $311,258,874,596.00 ~~per~~to ~~Share~~Eli Lilly). In connection with the repayment of the RSO Note, ~~net~~Eli toLilly and the ~~seller~~Company inamended ~~cash~~the ~~but~~terms ~~subject~~of the Settlement Agreement to ~~any~~terminate ~~required~~the ~~withholding~~Company’s ~~taxes~~obligations (under the ~~“Offer~~Settlement ~~Price”)~~Agreement with respect to the RSO.

~~The~~Item ~~Merger~~2.01 ~~Agreement~~Completion ~~provides~~of ~~that~~Acquisition ~~Merger~~or ~~Sub~~Disposition ~~will~~of ~~commence the Offer within 7 business days after June 29, 2012, and that the Offer will remain open for at least 20 business days.~~ Assets

~~Pursuant~~As topreviously ~~the~~disclosed, ~~Merger~~on ~~Agreement~~June 29, ~~after~~ ~~the~~2012, ~~consummation of~~ the ~~Offer~~Company, ~~and~~entered ~~subject~~into toan ~~the~~Agreement ~~satisfaction~~and orPlan ~~waiver~~ of ~~certain~~Merger ~~conditions set forth in~~ (the “Merger Agreement,”) ~~Merger Sub will merge~~ with ~~and~~Bristol-Myers ~~into~~Squibb ~~the~~ Company, ~~(the~~a Delaware corporation (“~~Merger~~Bristol-Myers Squibb”), ~~with~~and ~~the~~B&R Acquisition Company, ~~surviving~~a asDelaware a corporation and wholly- owned subsidiary of Bristol-Myers Squibb. ~~Upon completion of the~~ (“Merger, ~~each~~Sub”). ~~Share~~Pursuant ~~outstanding immediately prior~~ to the ~~effective~~Merger ~~time~~Agreement, ofMerger ~~the~~Sub ~~Merger~~commenced an offer (the “~~Effective Time~~Offer”) ~~(other~~to ~~than~~acquire all outstanding Shares, ~~that~~at ~~are~~a ~~held~~price byof ~~Bristol-Myers Squibb,~~$31.00 ~~Merger~~per ~~Sub,~~Share (the ~~Company~~“Offer inPrice”), ~~treasury~~net orto ~~stockholders~~the ~~exercising~~seller ~~their~~in ~~appraisal~~cash, ~~rights~~without ~~under~~interest ~~the~~and ~~Delaware~~less ~~General~~any ~~Corporation~~required ~~Law~~withholding ~~(the~~taxes, ~~“DGCL”))~~upon ~~will~~the beterms ~~cancelled~~ and ~~converted~~subject ~~into~~to the conditions ~~right~~set toforth ~~receive~~in the Offer ~~Price~~to inPurchase ~~cash~~ (~~without~~as ~~interest).~~amended ~~The~~or ~~Company’s~~supplemented), ~~stockholders~~dated ~~who~~July 10, do2012 ~~not~~(the ~~tender~~“Offer ~~their~~to ~~Shares~~Purchase”), ~~will~~and ~~have~~in ~~appraisal~~the ~~rights~~related ~~under~~Letter ~~the~~of ~~DGCL~~Transmittal.

On ~~June~~ August 298, 2012, ~~concurrently~~Bristol-Myers ~~with~~Squibb announced the ~~execution~~completion of the ~~Merger~~Offer. ~~Agreement,~~The ~~each~~Offer ofexpired ~~Daniel~~at M.5:00 ~~Bradbury~~P.M, ~~Mark~~New G.York ~~Folleta~~City time, ~~Orville~~on August 7, G.2012, ~~Kolterman~~as scheduled and ~~Mark~~was Jnot extended. ~~Gergen~~According ~~entered~~to ~~into~~the adepositary ~~Tender~~for ~~and~~the ~~Support~~Offer, ~~Agreement~~140,550,153 Shares (~~the~~not ~~“Support~~including ~~Agreement”) with~~Shares ~~Bristol-Myers~~tendered ~~Squibb,~~by ~~Merger~~notice ~~Sub~~of ~~and,~~guaranteed ~~solely~~delivery ~~with~~and ~~respect~~not toactually ~~certain~~delivered) ~~sections~~were ~~thereof,~~validly ~~Amylin.~~tendered ~~Collectively,~~and ~~these~~not ~~stockholders~~withdrawn as ~~have~~of ~~ownership~~the expiration of anthe ~~aggregate~~Offer, representing approximately 85.55% of ~~4,823,527~~the issued and outstanding Shares. ~~(including~~Merger Sub accepted for payment all Shares ~~represented~~that bywere ~~vested~~validly tendered and ~~unvested~~not ~~options~~withdrawn ~~they hold),~~in oraccordance ~~approximately~~with 3%the terms of the ~~Shares~~Offer. In order to accomplish the Merger (~~taking~~as ~~into~~defined ~~account~~below), ~~for~~on ~~purposes~~August 8, 2012, pursuant to the terms and subject to the conditions of ~~determining~~the Merger Agreement, Merger Sub exercised the ~~aggregate~~Top-Up ~~Shares~~Option (as defined below), ~~Amylin’s~~which ~~outstanding~~permitted Merger Sub to purchase the Top-Up Shares ~~and~~(as ~~assuming~~defined below). Immediately following the ~~exercise~~issuance of ~~only~~ the ~~vested~~Top-Up ~~and~~Shares ~~unvested~~to ~~options~~Merger ~~held~~Sub, byMerger ~~the~~Sub ~~stockholders~~owned ~~who~~in ~~entered into~~excess of 90% of the ~~Support~~Shares ~~Agreement)~~outstanding at such time.

IfOn August 8, 2012, Merger Sub ~~holds~~effected ~~90%~~a orshort-form ~~more~~merger ofunder ~~the~~Delaware ~~outstanding~~law, ~~Shares~~pursuant ~~immediately~~to ~~following~~which ~~consummation~~Merger ofSub ~~the~~merged ~~Offer,~~with and into the Company (the ‘Merger”), with the Company surviving as a wholly-owned subsidiary of Bristol-Myers Squibb. The aggregate consideration in the Offer and the Merger ~~Sub~~to ~~will~~acquire ~~take~~all ~~necessary~~of the outstanding Shares, and ~~appropriate~~for ~~actions~~payments with respect to restricted ~~effect~~stock aunits ~~“short~~and stock options, is approximately $5.3 billion in cash. Bristol-~~form”~~Myers ~~merger~~Squibb ~~under~~has funded the ~~DGCL~~consideration asfor ~~promptly~~the asShares, ~~reasonably~~restricted ~~practicable~~stock ~~without~~units ~~additional~~and ~~approval~~options byacquired in the ~~Company’s~~Offer ~~stockholders. Otherwise,~~and the ~~Company~~Merger ~~will~~through ~~hold~~cash aon ~~special~~hand, ~~stockholders’~~the ~~meeting~~net proceeds tofrom ~~obtain~~a ~~stockholder~~notes ~~approval~~offering and the issuance of commercial paper, all as previously disclosed in the ~~Merger~~Offer to Purchase.

~~The~~Item ~~obligation~~2.04 ofTriggering ~~Merger Sub~~Events tothat ~~accept~~Accelerate ~~for payment and pay for Shares tendered into the Offer is subject to the satisfaction~~ or ~~waiver~~Increase of a ~~number~~Direct ofFinancial ~~conditions,~~Obligation ~~including the expiration~~ or ~~termination~~an ofObligation ~~the waiting period~~ under ~~the~~an ~~Hart~~Off-~~Scott-Rodino~~Balance ~~Antitrust~~Sheet Improvements Act of 1976, as amended, and there being validly tendered into the Offer (and not properly withdrawn prior to any then scheduled expiration of the Offer) a number of Shares that constitutes at least a majority of the total number of the issued and outstanding Shares determined on a fully-diluted basis (such condition, the “Minimum Condition”)Arrangement. ~~The Minimum Condition may be waived by Bristol-Myers Squibb or Merger Sub only with the prior written consent of the Company. The consummation of the Offer is not subject to any financing condition.~~

In ~~addition,~~connection ~~subject~~with to the ~~terms~~consummation of ~~the~~each ~~Merger~~of ~~Agreement,~~ the ~~Company~~Offer ~~has~~and ~~granted~~the Merger, ~~Sub~~each anof ~~irrevocable option~~which ~~(the~~occurred ~~“Top-Up~~on ~~Option”)~~August 8, ~~exercisable~~2012, ~~only~~and ~~after~~pursuant ~~Merger~~to the ~~Sub~~Indenture, ~~has~~as ~~accepted~~supplemented ~~and~~by ~~purchased~~the ~~Shares~~Supplemental ~~tendered~~Indenture, ineach ~~the~~holder ~~Offer~~of ~~and~~Convertible onNotes ~~the~~is ~~terms~~entitled ~~and~~to ~~conditions~~require ~~set~~the ~~forth~~Company into ~~the~~repurchase ~~Merger~~all ~~Agreement,~~of tohis ~~purchase~~or ~~from~~her ~~the~~Convertible ~~Company~~Notes ~~that~~at ~~number~~a repurchase price of ~~Shares~~ ~~equal~~100% toof the ~~number~~principal ofamount ~~Shares~~thereof ~~that,~~plus all ~~when~~accrued ~~added~~but unpaid interest thereon to, ~~the~~but ~~number~~excluding, ofthe ~~Shares~~repurchase ~~held~~date designated by ~~Bristol-Myers~~the ~~Squibb~~Company, ~~and~~which ~~Merger~~is ~~Sub~~September 14, at2012. ~~the~~On ~~time~~August 10, of2012, the ~~exercise~~Company ofprovided the ~~Top-Up~~notice ~~Option~~required under the Indenture, ~~will~~as ~~constitute~~supplemented ~~one~~by ~~Share~~the Supplemental ~~more~~Indenture, ~~than~~to ~~90%~~holders of the ~~total~~Convertible ~~Shares~~Notes. ~~then~~As ~~outstanding (determined~~of ~~after~~August 8, ~~giving~~2012, ~~effect~~there towas ~~the~~$575,000,000 ~~issuance~~in ofaggregate ~~the~~principal ~~Shares~~amount ~~pursuant~~of to the ~~Top-Up~~Convertible ~~Option)~~Notes outstanding.

~~The~~This ~~Merger~~description ~~Agreement includes customary representations, warranties and covenants~~ of the ~~Company,~~Indenture ~~Bristol-Myers Squibb~~ and ~~Merger~~the ~~Sub.~~Supplemental ~~The~~Indenture ~~Company~~is ~~has~~qualified ~~agreed~~in ~~to operate~~ its ~~business~~entirety inby ~~the~~reference ~~ordinary~~to ~~course until~~ the ~~earlier~~Indenture offiled ~~the~~as Exhibit ~~termination~~4.1 ofto the ~~Merger Agreement and the Effective Time. The~~ Company’s ~~has~~Current ~~also~~Report ~~agreed~~on ~~not~~Form to8-K ~~solicit~~filed orwith ~~initiate~~the ~~discussions~~SEC ~~with~~on ~~third~~June 8, ~~parties~~2007 ~~regarding~~and ~~other~~the ~~proposals~~Supplemental toIndenture ~~acquire~~filed ~~the~~as ~~Company~~Exhibit ~~and~~4.2 to ~~certain~~this ~~restrictions~~Current onReport, ~~its~~each ~~ability~~of towhich ~~respond~~are toincorporated ~~any~~herein ~~such~~by ~~proposals~~reference.

~~The~~Pursuant ~~Merger~~to ~~Agreement~~the ~~also~~terms ~~includes~~of ~~customary~~the ~~termination~~Amended ~~provisions~~and ~~for~~Restated ~~both~~Loan Agreement, dated November 7, 2011 (the ~~Company~~“Lilly Loan”), by and between ~~Bristol-Myers~~the ~~Squibb~~Company and ~~provides~~Eli ~~that~~Lilly, in ~~connection~~the ~~with~~ principal amount of $165,000,000, upon the ~~termination~~consummation of the ~~Merger~~Offer ~~Agreement,~~all outstanding indebtedness under ~~certain~~the ~~circumstances~~Lilly Loan became immediately due and payable to Eli Lilly. Accordingly, upon the consummation of the Offer, the Company ~~must~~paid ~~pay~~all ~~Bristol-Myers~~outstanding ~~Squibb~~indebtedness aand ~~termination~~all ~~fee~~accrued and unpaid interest under the Lilly Loan to Eli Lilly. The aggregate amount paid to Eli Lilly in satisfaction of the Company’s obligations under the Lilly Loan was equal to $~~160~~165,~~000~~959,~~000~~658.33.

~~The~~This ~~Merger~~description ~~Agreement~~of ~~also~~the ~~provides~~Lilly ~~that~~Loan ~~either~~is ~~party~~qualified ~~may~~in ~~specifically~~its ~~enforce~~entirety by reference to the ~~other~~Lilly ~~party~~Loan filed as Exhibit 4.9 to the Company’s ~~obligations~~Annual ~~under~~Report on Form 10-K filed with the ~~Merger~~SEC ~~Agreement~~on February 22, 2012.

~~Pursuant~~Item to3.01 ~~the~~Notice ~~Merger Agreement, Bristol-Myers Squibb has entered into an Assumption Agreement pursuant to which it has agreed to assume certain~~ of ~~the~~Delisting ~~Company’s~~or ~~payments~~Failure ~~relating~~ to Satisfy a ~~revenue sharing~~Continued ~~obligation~~Listing ~~under~~Rule ~~the~~or ~~Settlement~~Standard; ~~and~~Transfer ~~Termination~~of ~~Agreement entered into on November 7, 2011 with Eli Lilly and Company~~Listing. ~~The Assumption Agreement is further described below.~~

~~The~~As a result of the Offer and the Merger, the Company’s ~~3.00%~~no ~~Convertible~~longer ~~Senior~~fulfills ~~Notes~~the ~~due~~numerical ~~2014~~listing ~~will~~requirements beof ~~treated~~The inNASDAQ ~~accordance~~Stock ~~with~~Market (“NASDAQ”). Accordingly, on August 8, 2012, the ~~terms~~Company notified NASDAQ of its ~~Indenture~~intent to remove the Shares from listing on NASDAQ and ~~holders~~requested that NASDAQ file with the SEC a Notification of ~~these~~Removal ~~Notes~~from ~~will~~Listing beand/or ~~notified~~Registration under Section 12(b) of ~~their~~the ~~repurchase~~Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and ~~other~~deregister ~~rights~~the Shares. The Company intends to file a Form 15 to suspend its reporting obligations under ~~pursuant~~Section 13(a) and 15(d) of the Exchange Act and to deregister its ~~terms~~Shares under Section 12(g) of the Exchange Act as soon as practicable. The information disclosed under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

~~The~~Item representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may not have been intended to be statements of fact but, rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement3.02 InUnregistered ~~addition,~~Sale ~~such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text~~ of ~~the~~Equity ~~Merger Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s stockholders~~Securities. None of the Company’s stockholders or any other third parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Bristol-Myers Squibb, Merger Sub or any of their respective subsidiaries or affiliates.

~~The~~In order to complete the Merger, on August 8, 2012, pursuant to Section 1.4 of the Merger Agreement, Merger Sub exercised its top-up option (the “Top-Up Option”) to purchase Shares, and ~~this~~the ~~summary~~Company ~~are~~issued ~~not~~72,680,628 ~~intended~~Shares (the “Top-Up Shares”) to ~~modify~~Merger orSub, ~~supplement~~at ~~any~~a ~~factual~~price ~~disclosures~~per ~~about~~Share equal to the ~~Company~~Offer Price, pursuant to the Top-Up Option. Merger Sub paid for the Top-Up Shares by delivery of cash and a promissory note. The Top-Up Shares, when added to the number of Shares directly or indirectly owned by Bristol-Myers Squibb. ~~The~~and ~~foregoing~~Merger ~~description~~Sub at the time of exercise of the ~~Offer~~Top-Up Option, represented more than 90% of the ~~Merger~~Shares ~~and~~outstanding immediately after the issuance ~~Merger~~of ~~Agreement~~the ~~does~~Top-Up ~~not~~Shares ~~purport~~(after giving effect to bethe ~~complete~~issuance ~~and~~of isShares ~~qualified~~pursuant into ~~its~~the ~~entirety~~exercise byof ~~reference~~the toTop-Up Option). The Top-Up Shares were issued without registration under the ~~Merger~~Securities ~~Agreement~~Act of 1933, ~~which~~as isamended ~~filed~~(the as“Securities Act”), ~~Exhibit~~in reliance upon an exemption from registration pursuant to Section 4(2.1) ~~hereto~~of ~~and~~the isSecurities ~~incorporated herein~~Act, as a transaction by ~~reference~~an issuer not involving a public offering.

~~Assumption~~Item ~~Agreement~~3.03 Material Modification to Rights of Security Holders.

~~Concurrently~~At ~~with~~ the ~~execution~~effective ~~and~~time ~~delivery~~ of the Merger ~~Agreement,~~ (the ~~Company~~“Effective ~~entered~~Time”), ~~into~~each anissued ~~assumption~~and ~~agreement~~outstanding Share (other than Shares held by the ~~“Assumption~~Company ~~Agreement”)~~as ~~with~~treasury stock or directly owned by Bristol-Myers Squibb~~. Pursuant to~~ ~~the~~or ~~terms~~Merger Sub, and ~~conditions~~Shares offor ~~the~~which ~~Assumption~~appraisal ~~Agreement,~~rights ~~Bristol-Myers~~are ~~Squibb~~properly ~~agreed~~demanded toin ~~assume,~~accordance with ~~effect~~Delaware aslaw), ofrestricted ~~the~~stock ~~closing~~unit ofand ~~the~~stock ~~Offer~~option was, toby ~~satisfy,~~virtue ~~perform~~of ~~pay~~the Merger and ~~discharge~~without ~~all~~any ofaction on the ~~Company’s~~part ~~obligations~~of ~~under (i)~~ the ~~settlement~~holders thereof, cancelled and ~~termination~~converted ~~Agreement,~~into ~~dated~~the ~~November 7,~~right ~~2011,~~to ~~between~~receive the ~~Company~~Offer ~~and~~Price ~~Eli~~in ~~Lilly~~cash, ~~and~~without ~~Company~~interest ~~(“Lilly”),~~and ~~(ii) the~~less ~~promissory~~any ~~note~~required ~~with~~withholding ~~Lilly~~taxes and, with respect to ~~the~~stock ~~revenue~~options, ~~sharing~~less ~~obligation,~~the ~~dated~~applicable ~~November 7,~~exercise ~~2011~~price. ~~and (iii)~~ At the ~~security~~Effective ~~agreement~~Time, ~~dated~~the ~~November 7,~~holders ~~2011,~~of bysuch ~~and~~Shares ~~among~~ceased ~~the~~to have ~~Company,~~any ~~its~~rights ~~wholly-owned~~as ~~subsidiary,~~stockholders ~~Amylin~~of ~~Ohio~~the ~~LLC,~~Company ~~and~~(other ~~Lilly,~~than ~~pursuant~~their right to ~~which~~receive ~~Amylin~~the ~~and~~Offer ~~Amylin~~Price). ~~Ohio~~The ~~LLC~~information ~~granted~~disclosed tounder ~~Lilly~~Item 2.01, aItem 3.01 ~~security~~and ~~interest~~5.01 inof ~~certain intellectual~~this ~~property~~Current ofReport ~~the~~on ~~Company~~Form as8-K ~~collateral~~is toincorporated ~~secure~~by ~~the~~reference ~~promissory~~into ~~note~~this Item 3.03.

~~The~~Item ~~foregoing~~5.01 ~~description~~Changes ~~of the Assumption Agreement does not purport to be complete and is qualified~~ in ~~its~~Control ~~entirety~~of ~~by reference to the Assumption Agreement, which is filed as Exhibit 10~~Registrant.~~1 hereto and is incorporated herein by reference.~~

~~Additional~~At ~~Information~~the Effective Time, a change of control of the Company occurred and ~~Where~~the toCompany ~~Find~~became Ita wholly-owned subsidiary of Bristol-Myers Squibb. The information disclosed under Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~The~~Item ~~tender offer described in this report has not yet commenced, and this report is neither an offer to purchase nor a solicitation of an offer to sell securities~~5.02 AtDeparture the time the tender offer is commenced, Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) will cause B&R Acquisition Company to file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. Investors and Amylin Pharmaceuticals, Inc. (“Amylin”) stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of ~~transmittal~~Directors ~~and~~or ~~related~~Principal ~~tender~~Officers; ~~offer~~Election documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by Amylin with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of ~~the~~Directors; ~~offer~~Appointment ~~to purchase, letter~~ of ~~transmittal~~Principal ~~and~~Officers; ~~certain~~Compensatory ~~other~~Agreements ~~related tender offer documents (once they become available) may be obtained free~~ of ~~charge~~Certain by directing a request to Bristol-Myers Squibb at www.bms.com or Office of the Corporate Secretary, 345 Park Avenue, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of Amylin free of charge at www.amylin.com or by contacting Amylin Pharmaceuticals, Inc. at 9360 Towne Centre Drive, San Diego, California 92121, Telephone Number (858) 552-2200. Officers

~~Forward~~Upon completion of the Merger on August 8, 2012, in accordance with the Merger Agreement, the directors of Merger Sub immediately before the Merger, Jeffrey Galik, Demetrios Kydonieus, P. Joseph Campisi, Jr. and John E. Celentano, became the sole directors of the surviving corporation. Accordingly, each of Daniel M. Bradbury, Paulo F. Costa, Adrian Adams, Teresa Beck, M. Kathleen Behrens, Ph.D., Alexander J. Denner, Ph.D., Karin Eastham, James R. Gavin III, M.D., Ph.D., Jay S. Skyler, M.D., MACP, and Joseph P. Sullivan ceased serving as members of the Company’s board of directors at the effective time of the Merger. Information about the new directors of the Company is contained in Annex A to the Schedule 14D-~~Looking~~9 ~~Statements~~filed by the Company on July 10, 2012.

~~This~~Item ~~report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties~~5.03 ~~All~~Amendment statements, other than historical facts included in this report, including statements regarding the timing and the closing of the tender offer and merger transactions; the ability of Bristol-Myers Squibb to ~~complete~~Articles ~~the transactions considering the various closing conditions; and any assumptions underlying any~~ of ~~the foregoing,~~Incorporation ~~are forward looking statements. These intentions, expectations,~~ or results may not be achieved in the future and various important factors could cause actual results or events to differ materially from the forward-looking statements that Amylin makes, including uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Amylin’s stockholders will tender their stock in the offer; the possibility that competing offers may be made; the possibility that various closing conditions to the transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; that there is a material adverse change of Amylin; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; as well as other cautionary statements contained elsewhere herein and in Amylin’s periodic reports filed with the Securities and Exchange Commission, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-KBylaws. ~~Given these uncertainties, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this report.~~

~~Any~~Pursuant ~~forward-looking statements~~to ~~speak~~the ~~only~~Merger asAgreement, ofat the ~~date~~Effective ofTime, ~~this~~the ~~report~~Company’s ~~and~~certificate ~~Amylin~~of ~~undertakes~~incorporation nowas ~~obligation~~amended toand ~~publicly~~restated ~~revise~~in ~~any~~its ~~such~~entirety ~~statements~~so as to ~~reflect~~read ~~events~~in orits ~~circumstances~~entirety ~~that~~as ~~arise~~set ~~after~~forth ~~the~~in ~~date~~Annex ofII ~~this~~to the ~~report.~~Merger ~~Amylin~~Agreement ~~qualifies all of~~ (the ~~information contained~~“Amended ~~in this report,~~ and ~~particularly~~Restated ~~these~~Certificate ~~forward-looking~~of ~~statements, by these cautionary statements~~Incorporation”).

~~Item~~Also 9pursuant to the Merger Agreement, at the Effective Time, the Company’s bylaws were amended and restated in their entirety to be identical to the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, except that the name of the company set forth therein is Amylin Pharmaceuticals, Inc.01 ~~Financial~~(the ~~Statements~~“Amended and ~~Exhibits~~Restated Bylaws”).

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of June 29, 2012, by and among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc.
10.1		Assumption Agreement, dated as of June 29, 2012, by and between Bristol-Myers Squibb Company and Amylin Pharmaceuticals, Inc.

Shortly after the Effective Time of the Merger on August 8, 2012, the Company was converted into a limited liability company pursuant to Delaware law. The certificate of formation (the “Certificate of Formation”) filed as Exhibit 3.3, became the Certificate of Formation of the Company and the Limited Liability Company Agreement (the “LLC Agreement”), dated August 8, 2012 and attached hereto as Exhibit 3.4 became the LLC Agreement of the Company. In connection with the conversion, the Company’s name was changed to “Amylin Pharmaceuticals, LLC”.

The Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, the Certificate of Formation and the LLC Agreement are attached hereto as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Amylin Pharmaceuticals, Inc., amended as of August 8, 2012.

3.2		Fifth Amended and Restated Bylaws of Amylin Pharmaceuticals, Inc., amended as of August 8, 2012.

3.3		Certificate of Formation of Amylin Pharmaceuticals, LLC, dated as of August 8, 2012.

3.4		Limited Liability Company Agreement of Amylin Pharmaceuticals, LLC, dated as of August 8, 2012.

4.1		Indenture, dated June 8, 2007, by and between The Bank of New York Trust Company, N.A. and the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Amylin Pharmaceuticals, Inc. with the Securities and Exchange Commission on June 8, 2007).

4.2		Supplemental Indenture, dated August 8, 2012, by and between The Bank of New York Trust Company, N.A. and the Company.

4.3		Amended and Restated Loan Agreement, dated November 7, 2011, by and between Amylin Pharmaceuticals, Inc. and Eli Lilly and Company (incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K filed by Amylin Pharmaceuticals, Inc. with the Securities and Exchange Commission on February 22, 2012).

Important Additional Information

This filing and the attached exhibits are neither an offer to purchase nor a solicitation of an offer to sell the Convertible Notes. The repurchase offer for the Convertible Notes required by the terms of the Indenture is being made by a separate notice to holders of the Convertible Notes. Holders of the Convertible Notes are urged to read the notice because it contains important information that such holders should consider before making any decision regarding exercising their right to have their Convertible Notes repurchased.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Amylin Pharmaceuticals, Inc.
	Amylin Pharmaceuticals, LLC
July 2, 2012		By:	/s/ HARRY J. LEONHARDT
August 13, 2012
		Name:	Harry J. Leonhardt
	By:	/s/ Demetrios Kydonieus
			Senior Vice President, Legal and Compliance, and Corporate Secretary
	Name:	Demetrios Kydonieus
		Vice President

Exhibit Index

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of June 29, 2012, by and among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc.
3.1		Amended and Restated Certificate of Incorporation of Amylin Pharmaceuticals, Inc., amended as of August 8, 2012.
10.1		Assumption Agreement, dated as of June 29, 2012, by and between Bristol-Myers Squibb Company and Amylin Pharmaceuticals, Inc.
3.2		Fifth Amended and Restated Bylaws of Amylin Pharmaceuticals, Inc., amended as of August 8, 2012.
3.3		Certificate of Formation of Amylin Pharmaceuticals, LLC, dated as of August 8, 2012.
3.4		Limited Liability Company Agreement of Amylin Pharmaceuticals, LLC, dated as of August 8, 2012.
4.1		Indenture, dated June 8, 2007, by and between The Bank of New York Trust Company, N.A. and the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Amylin Pharmaceuticals, Inc. with the Securities and Exchange Commission on June 8, 2007).
4.2		Supplemental Indenture, dated August 8, 2012, by and between The Bank of New York Trust Company, N.A. and the Company.
4.3		Amended and Restated Loan Agreement, dated November 7, 2011, by and between Amylin Pharmaceuticals, Inc. and Eli Lilly and Company (incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K filed by Amylin Pharmaceuticals, Inc. with the Securities and Exchange Commission on February 22, 2012).

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