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CNBC TRANSCRIPT: CNBC EXCLUSIVE: CNBC'S "FAST MONEY" TALKS TO LEGENDARY ACTIVE INVESTOR, CARL ICAHN, TODAY

WHEN: TODAY, THURSDAY, FEBRUARY 18TH AT 12:45PM

WHERE: CNBC'S "FAST MONEY HALFTIME REPORT"

Following is the unofficial transcript of a CNBC interview with Carl Icahn today on CNBC's "Fast Money Halftime Report."

The interview is also online at www.cnbc.com

All references must be sourced to CNBC.

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MELISSA LEE: LET'S MOVE ON HERE BECAUSE WE CANNOT TALK BIOTECH WITHOUT MENTIONING OUR NEXT GUEST. HIS NAME STRIKES FEAR IN THE HEARTS OF BOARDS ACROSS THE COUNTRY AND JOY FOR THE INVESTORS WHO TRADE ALONG WITH HIM. WHEN HE TALKS MONEY MOVES. WE ARE TALKING ABOUT CARL ICAHN, FAST MONEY FRIEND AND LEGENDARY ACTIVE INVESTOR. HE JOINS US NOW ON THE FAST LINE. FIRST OF ALL, HAPPY BELATED BIRTHDAY TO YOU.

ICAHN: THANK YOU, MELISSA.

LEE: I WANT TO ASK YOU ABOUT AMYLIN. YOU OWN ABOUT 9% OF THE COMPANY, I BELIEVE, AT THIS POINT.YOU'VE NOMINATED FIVE DIRECTORS AND YOU NOTIFIED THE COMPANY OF THIS JUST A COUPLE OF WEEKS AGO.WE HAD THE CEO OF ELI LILLY ON MOMENTS AGO AND HE SAID HE LIKES THE PARTNERSHIP WITH AMYLIN JUST FINE AND NOT INTERESTED IN BUYING THE COMPANY.YOU WOULD LIKE THIS COMPANY TO BE SHOPPED.WHO'S THE BUYER THEN?

ICAHN: WELL, WE HAVEN'T -- I HAVEN'T SAID OFFICIALLY WE WANT TO SHOP, BUT OBVIOUSLY I DO THINK THAT BIG PHARMA ITS A SECULAR CHANGE AND I'M SAYING THAT FOR SEVERAL YEARS WITH BIG PHARMA BUYING OUT A LARGE MOLECULE PRODUCER, AND AMYLIN, I THINK HAS A GREAT DRUG AND OBVIOUSLY WE'RE LONG IT . I HEARD JOHN SAY HE'S NOT INTERESTED. I BELIEVE AT ONE TIME HE SAID HE WASN'T INTERESTED IN IMCLONE, AND --

LEE: AND THAT WORKED OUT FOR YOU.

ICAHN: IT WAS DIFFERENT, YEAH. I'M NOT PUTTING WORDS IN JOHN'S MOUTH, OBVIOUSLY.HE'S -- HE'S AN EXCELLENT CEO, AND I KNOW I'VE SAID THAT A NUMBER OF TIMES.

LEE: IN YOUR VIEW, LILLY COULD POTENTIALLY BE AN ACQUIRER OF AMYLIN EVEN THOUGH HE HAS ESSENTIALLY SAID NO.

ICAHN: YES. I'M NOT REALLY IN ANY WAY SIGNALING OUT LILLY, BUT I DO THINK IN GENERAL, BIG PHARMA HAS A LOT OF CAPITAL AND THEY DON'T HAVE A LOT OF BIOLOGICS, AND I DO THINK EVENTUALLY THAT MARRIAGE HAS TO TAKE PLACE IN GENERAL, BUT I REALLY HAVE NO IDEA ABOUT LILLY.AGAIN, I WILL SAY THAT I HAVE GREAT RESPECT FOR JOHN, AND IF HE SAYS HE DOESN'T WANT IT IT, WELL, YOU KNOW, I DON'T KNOW IF HE MEANS IT OR DOESN'T MEAN IT.

ADAMI: CARL, I HAVE GREAT RESPECT FOR YOU AND HAPPY BELATED BIRTHDAY.IT'S GUY, BY THE WAY. WALK ME THROUGH LIONS GATE REAL QUICK WHATS THE THOUGHT PROCESS BEHIND IT WAS IT AN INTELLECTUAL PROPERTY PLAY FOR YOU EFFECTIVELY? IS THAT WHY YOU JUMPED AT LGF?

ICAHN: OBVIOUSLY, AND I'VE SAID THIS, I DO THINK THE SHAREHOLDERS SHOULD HAVE THE RIGHT AND I THINK LIONS GATE SHOULD HAVE THE OBLIGATION TO GO TO THE SHAREHOLDERS IF THEYRE GOING TO MAKE A SECULAR CHANGE IN THE COMPANY, AND YOU KNOW, OBVIOUSLY, IT'S NO SECRET THAT THEY'RE LOOKING AT MGM. THEY'RE LOOKING AT MIRAMAX AND THAT'S FINE AS LONG AS THE SHAREHOLDERS AGREE TO IT AND MY HOPE IS THAT PERHAPS I'LL HAVE MORE TO SAY IF I HAVE 30%.OF COURSE, THERE'S NO NECESSITY TO THAT, BUT I THINK YOU HAVE TO RESPECT SOMEONE WITH 30% MORE THAN 20% OF THE COMPANY AND I DO BELIEVE THAT LIONS GATE HAS POTENTIAL.THEY HAVEN'T SHOWN IT, OBVIOUSLY, IN THE LAST FEW QUARTERS.I THINK THEY SHOULD STICK TO WHAT THEY KNOW BEST WHICH IS BUYING THESE SMALL INDIE COMPANIES NEW MOVIES -- AND DISTRIBUTING THEM AND ALSO PRODUCING TV TO BE -- BUT HERE'S THE THING, I DON'T SAY AT ALL THAT I BELIEVE THEY SHOULDN'T TAKE OVER MGM, BUT THE SHAREHOLDERS SHOULD HAVE THE RIGHT TO DECIDE THAT, NOT THE MANAGEMENT ESPECIALLY SINCE, AS YOU KNOW, JUNE QUARTER QUITE A BIT OF MONEY WAS LOST.BUT I BELIEVE THAT WITH A LOT OF COMPANIES.YOU KNOW, IF THE STOCKS ARE DOWN, I THINK MANAGEMENT SHOULD BE LOOKING TO SHAREHOLDERS TO HEED THEIR ADVICE OR AT LEAST TO GET THEIR COUNSEL ON BIG, SECULAR CHANGES AND NOT OPERATIONS.

LEE: GARY'S GOT A QUESTION FOR YOU.

GARY KAMINSKY: CARL, THIS IS GARY KAMINSKY.

ICAHN: YEAH.

KAMINSKY: CARL, IF YOU DO TAKE CONTROL OF LION'S GATE AND UNLIKE OTHER BUSINESSES YOU'VE BEEN INVOLVED WITH, THE MOVIE BUSINESS IS SO LUMPY AND UNPREDICTABLE, IF YOU TAKE CONTROL DO YOU THINK THIS IS SOMETHING YOU WANT TO MANAGE AND GROW OR WILL IT BE A STRATEGY LONGER TERM?

ICAHN: LET ME CORRECT YOU, GARY. WE ARE NOT LOOKING TO TAKE CONTROL OF LION'S GATE.TO BEGIN WITH, THAT IS NOT IN THE PICTURE FOR A NUMBER OF REASONS.ONE, AMERICANS THAT OWN CANADIAN COMPANIES ARE FROWNED UPON AS FAR AS TAKING CONTROL AND WE RESPECT CANADA AND WE ARE NOT IN ANY WAY SAYING WE WANT TO CONTROL IT, SO I WANT TO MAKE THAT CLEAR.WE JUST WANT TO HAVE A SAY AT THE TABLE IF THEY DECIDE THEY WANT TO SORT OF MAKE A SECULAR CHANGE AND START GETTING MUCH BIGGER.

LEE: CARL, I GOT A QUESTION STILL ON BIOTECH, IN YOUR LATEST FILING YOUVE INDICATED YOU TRIPLED YOUR STAKE IN GENZYME TO 4.8 MILLION SHARES AT THE SAME TIME RALPH WITWORTH IN RELATIONLE ALSO INCREASED THEIR STAKE AND REACHED AN AGREEMENT WITH THE COMPANY TO NOT OPPOSE THE BOARD, NOMINEES THROUGH THE END OF THE YEAR. ARE YOU TALKING WITH RALPH WITWORTH TO WORK TOGETHER ON THIS OR ARE YOU FEELING HANDCUFFED NOW, SINCE HE'S GOT THE UPPER HAND, IN TERMS OF HIS STAKE AND REACHED THE AGREEMENT WITH THE COMPANY?

ICAHN: WELL, WE HAVEN'T TALKED TO RALPH AT ALL.I KNOW HIM AND RESPECT HIM, BUT WE HAVEN'T TALKED ON THIS AT ALL, AS FAR AS I KNOW.ONE OF MY FELLOW -- ALEX MIGHT HAVE TALKED TO HIM.I DON'T THINK HE DID, EITHER.SO WE'RE NOT INVOLVED WITH RALPHON THIS. AGAIN, WE BELIEVE GENZYME HASN'T BEEN THAT WELL MANAGED AND I WOULDN'T BE SURPRISED IF YOU SEEACTION FROM US ON THAT.

LEE: WHEN?

ICAHN: I HAVEN'T MADE A DECISION.

LEE: WHEN?

ICAHN: THERE'S NOT MUCH MORE TIME.

LEE: THE DEADLINE'S COMING, ISN'T IT?

ICAHN: WE'RE WELL AWARE OF IT.

LEE: I GUESS YOU'LL GET OFF THE PHONE AND START WORK ON THAT PROXY, CARL.

ICAHN: MAYBE NOT RIGHT AWAY.I CAME IN LATE LAST NIGHT.

LEE: THANK YOU FOR JOINING US. CARL ICAHN, THE BIRTHDAY BOY OF WEEK, TALKING ABOUT GENZYME, LION'S GATE AND AMYLIN.

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