- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Brazzell Romulus K	2. Issuer Name and Ticker or Trading Symbol INSPIRE PHARMACEUTICALS INC [ ISPH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) EVP, Medical & Scientific
(Last)          (First)          (Middle) C/O INSPIRE PHARMACEUTICALS, CO., 8081 ARCO CORPORATE DRIVE, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 5/13/2011
(Street) RALEIGH, NC 27617 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock   (1)	5/13/2011		D		20000   (1)	D	$5.00	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$7.07	5/13/2011		D			26000	(2)	11/9/2017	Common Stock	26000	(2)	0	D
Stock Option (Right to Buy)	$4.80	5/13/2011		D			26000	(3)	8/10/2017	Common Stock	26000	(3)	0	D
Stock Option (Right to Buy)	$6.50	5/13/2011		D			22000	(2)	5/11/2017	Common Stock	22000	(2)	0	D
Stock Option (Right to Buy)	$6.08	5/13/2011		D			22000	(2)	3/17/2017	Common Stock	22000	(2)	0	D
Stock Option (Right to Buy)	$5.10	5/13/2011		D			13250	(2)	11/10/2016	Common Stock	13250	(2)	0	D
Stock Option (Right to Buy)	$4.55	5/13/2011		D			13250	(3)	8/10/2016	Common Stock	13250	(3)	0	D
Stock Option (Right to Buy)	$3.84	5/13/2011		D			13250	(3)	5/13/2016	Common Stock	13250	(3)	0	D
Stock Option (Right to Buy)	$3.79	5/13/2011		D			13250	(3)	3/17/2016	Common Stock	13250	(3)	0	D
Stock Option (Right to Buy)	$3.78	5/13/2011		D			10250	(3)	11/3/2015	Common Stock	10250	(3)	0	D
Stock Option (Right to Buy)	$4.44	5/13/2011		D			10250	(3)	8/13/2015	Common Stock	10250	(3)	0	D
Stock Option (Right to Buy)	$3.49	5/13/2011		D			10250	(3)	5/14/2015	Common Stock	10250	(3)	0	D
Stock Option (Right to Buy)	$3.98	5/13/2011		D			10250	(3)	3/19/2015	Common Stock	10250	(3)	0	D
Stock Option (Right to Buy)	$6.10	5/13/2011		D			10250	(2)	11/12/2014	Common Stock	10250	(2)	0	D
Stock Option (Right to Buy)	$5.81	5/13/2011		D			10250	(2)	8/14/2014	Common Stock	10250	(2)	0	D
Stock Option (Right to Buy)	$6.35	5/13/2011		D			11250	(2)	5/14/2014	Common Stock	11250	(2)	0	D
Stock Option (Right to Buy)	$6.49	5/13/2011		D			11250	(2)	3/20/2014	Common Stock	11250	(2)	0	D
Stock Option (Right to Buy)	$5.00	5/13/2011		D			20500	(2)	8/29/2013	Common Stock	20500	(2)	0	D
Stock Option (Right to Buy)	$5.25	5/13/2011		D			25000	(2)	1/18/2013	Common Stock	25000	(2)	0	D
Stock Option (Right to Buy)	$9.42	5/13/2011		D			40000	(2)	7/12/2012	Common Stock	40000	(2)	0	D
Stock Option (Right to Buy)	$12.91	5/13/2011		D			40000	(2)	8/2/2014	Common Stock	40000	(2)	0	D
Restricted Stock Unit	(1)	5/13/2011		D			23045	(1)	(1)	Common Stock	23045	(1)	0	D
Restricted Stock Unit	(1)	5/13/2011		D			2600	(1)	(1)	Common Stock	2600	(1)	0	D
Restricted Stock Unit	(1)	5/13/2011		D			2600	(1)	(1)	Common Stock	2600	(1)	0	D
Restricted Stock Unit	(1)	5/13/2011		D			2200	(1)	(1)	Common Stock	2200	(1)	0	D
Restricted Stock Unit	(1)	5/13/2011		D			2200	(1)	(1)	Common Stock	2200	(1)	0	D

Explanation of Responses:
( 1)	Pursuant to the Agreement and Plan of Merger, dated as of April 5, 2011, by and among, Merck & Co., Inc., Monarch Transaction Corp. and Inspire Pharmaceuticals, Inc. (the "Merger Agreement"), these restricted stock units ("RSUs"), whether or not vested, were fully vested immediately prior to and cancelled immediately following the acceptance time under the Merger Agreement in exchange for the right to receive cash payment for each such RSU of $5.00, net to the seller in cash, without interest and less any required withholding taxes.
( 2)	These stock options were cancelled in accordance with the Merger Agreement. As the exercise price of the options was at or above $5.00, no cash payment was provided.
( 3)	These stock options were cancelled in accordance with the Merger Agreement in exchange for the right to receive cash payment in accordance with the Merger Agreement. The cash payment for each such option equals the product of (x) the number of shares issuable upon the exercise of such option multiplied by (y) the excess of $5.00 over the exercise price per share for each such option, without interest subject to any required withholding of taxes and the exercise price of such option.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brazzell Romulus K C/O INSPIRE PHARMACEUTICALS, CO. 8081 ARCO CORPORATE DRIVE, SUITE 400 RALEIGH, NC 27617			EVP, Medical & Scientific

Signatures
/s/ Edward P. Bromley III, Attorney-in-Fact		5/13/2011
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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