INSULET CORP — Major Shareholding Notification 2010

Feb 12, 2010

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1) *

Insulet Corporation

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

45784P101

(CUSIP Number)

December 31, 2009

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

(Page 1 of 18 Pages)

---

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 45784P101 13G Page 2 of 18 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
Capital, L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 3,467,137 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 3,467,137 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,467,137 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.98% | |
| 12. | TYPE
OF REPORTING PERSON* PN | |

• Comprised of an aggregate of 107,137 shares of Common Stock and 3,360,000 warrants to purchase shares of Common Stock held by Deerfield Private Design Fund, L.P., Deerfield Private Design International, L. P. and Deerfield Partners L.P. The provisions of such warrants restrict the exercise of such warrants to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.98% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares underlying such warrants to the extent beneficial ownership of such shares would cause all reporting persons hereunder, in the aggregate, to exceed the Ownership Cap.

CUSIP No. 45784P101 13G Page 3 of 18 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
Partners, L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 342,112 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 342,112 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 342,112 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.92% | |
| 12. | TYPE
OF REPORTING PERSON PN | |

• Comprised of 107,137 shares of Common Stock and 234,975 warrants to purchase shares of Common Stock. The provisions of such warrants restrict the exercise of such warrants to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.98% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares underlying such warrants to the extent beneficial ownership of such shares would cause all reporting persons hereunder, in the aggregate, to exceed the Ownership Cap.

CUSIP No. 45784P101 13G Page 4 of 18 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
Management Company, L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION New
York | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 538,310 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 538,310 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,310 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.45% | |
| 12. | TYPE
OF REPORTING PERSON* PN | |

• Comprised of 148,310 shares of Common Stock and 390,000 warrants to purchase shares of Common Stock held by Deerfield International Limited. The provisions of such warrants restrict the exercise of such warrants to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.98% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares underlying such warrants to the extent beneficial ownership of such shares would cause all reporting persons hereunder, in the aggregate, to exceed the Ownership Cap.

CUSIP No. 45784P101 13G Page 5 of 18 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
International Limited | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION British
Virgin Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 538,310 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 538,310 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,310 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.45% | |
| 12. | TYPE
OF REPORTING PERSON* CO | |

• Comprised of 148,310 shares of Common Stock and 390,000 warrants to purchase shares of Common Stock. The provisions of such warrants restrict the exercise of such warrants to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.98% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares underlying such warrants to the extent beneficial ownership of such shares would cause all reporting persons hereunder, in the aggregate, to exceed the Ownership Cap.

CUSIP No. 45784P101 13G Page 6 of 18 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
Private Design Fund, L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,196,888 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 1,196,888 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,888 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.15% | |
| 12. | TYPE
OF REPORTING PERSON* CO | |

• Comprised of 1,196,888 warrants to purchase shares of Common Stock. The provisions of such warrants restrict the exercise of such warrants to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.98% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares underlying such warrants to the extent beneficial ownership of such shares would cause all reporting persons hereunder, in the aggregate, to exceed the Ownership Cap.

CUSIP No. 45784P101 13G Page 7 of 18 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
Private Design International,
L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION British
Virgin Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,928,137 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 1,928,137 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,137 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.98% | |
| 12. | TYPE
OF REPORTING PERSON* CO | |

• Comprised of 1,928,137 warrants to purchase shares of Common Stock. The provisions of such warrants restrict the exercise of such warrants to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.98% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares underlying such warrants to the extent beneficial ownership of such shares would cause all reporting persons hereunder, in the aggregate, to exceed the Ownership Cap.

CUSIP No. 45784P101 13G Page 8 of 18 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James
E. Flynn | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 4,005,447 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 4,005,447 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,447 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.98% | |
| 12. | TYPE
OF REPORTING PERSON* IN | |

• Comprised of an aggregate of 255,447 shares of Common Stock and 3,750,000 warrants to purchase shares of Common Stock held by Deerfield Partners, L.P., Deerfield International Ltd., Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P. The provisions of such warrants restrict the exercise of such warrants to the extent that, upon such exercise, the number of shares that are beneficially owned by such holder and its affiliates and any other persons or entities which with which such holder would constitute a Section 13(d) “group”, would exceed 9.98% of the total number of shares of the Issuer’s total outstanding. Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares underlying such warrants to the extent beneficial ownership of such shares would cause all reporting persons hereunder, in the aggregate, to exceed the Ownership Cap.

CUSIP No. 45784P101 13G Page 9 of 18 Pages

Item 1(a).	Name of Issuer:
	Insulet
Corporation
Item 1(b).	Address of Issuer's
Principal Executive Offices:
	9
Oak Park Drive Bedford,
Massachusetts 01732
Item 2(a).	Name
of Person Filing:
	James
E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield Management Company, L.P., Deerfield International Limited, Deerfield
Private Design Fund, L.P. and Deerfield Private Design International,
L.P.
Item 2(b).	Address of Principal
Business Office, or if None, Residence:
	James
E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield
Management Company, L.P., Deerfield Private Design Fund,
L.P., Deerfield
Private Design International, L.P., 780 Third Avenue, 37th
Floor, New
York, NY 10017; Deerfield International Limited c/o Bisys Management,
Bison Court,
Columbus Centre, P.O. Box 3460, Road Town, Tortola, British Virgin
Islands
Item 2(c).	Citizenship:
	Mr.
Flynn - United States citizen Deerfield
Capital, L.P., Deerfield Partners, L.P., Deerfield Private Design
Fund, L.P.-
Delaware limited partnership Deerfield
Management Company, L.P. - New York limited partnership Deerfield
International Limited British Virgin Islands corporation Deerfield
Private Design International, L.P. – British Virgin Islands
limited partnership
Item 2(d).	Title of Class of
Securities:
	Common
Stock, par value $0.001
Item 2(e).	CUSIP Number:
	45784P101
Item 3.	If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is
a:

| (a) | o | Broker or dealer
registered under Section 15 of the Exchange Act. |
| --- | --- | --- |
| (b) | o | Bank as defined in
Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance company as
defined in Section 3(a)(19) of the Exchange Act. |
| (d) | o | Investment company
registered under Section 8 of the Investment Company
Act. |
| (e) | o | An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit
plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |

CUSIP No. 45784P101 13G Page 10 of 18 Pages

| (g) | o | A parent holding
company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
| --- | --- | --- |
| (h) | o | A savings
association as defined in Section 3(b) of the Federal Deposit
Insurance Act; |
| (i) | o | A church plan that
is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company
Act; |
| (j) | o | Group, in accordance
with Rule 13d-1(b)(1)(ii)(J). |

ITEM 4. Ownership. **

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) | Amount beneficially
owned: |
| --- | --- |
| | Deerfield
Capital, L.P. – 3,467,137 (Includes warrants to purchase
3,360,000 shares
of Common Stock) Deerfield
Partners, L.P. – 342,112 (Includes warrants to purchase
234,975 shares
of Common Stock) Deerfield
Management Company, L.P. – 538,310 (Includes warrants to purchase
390,000 shares
of Common Stock) Deerfield
International Limited – 538,310 (Includes warrants to purchase
390,000 shares
of Common Stock) Deerfield
Private Design Fund, L.P. – 1,196,888 (Comprised of warrants to
purchase Common
Stock) Deerfield
Private Design International, L.P. - 1,928,137 (Comprised of warrants
to purchase
Common Stock) James
E. Flynn – 4,005,447 (Includes warrants to purchase 3,750,000 shares of
Common Stock) |
| (b) | Percent of class: |
| | Deerfield
Capital, L.P. – 9.98% Deerfield
Partners, L.P. – 0.92% Deerfield
Management Company, L.P. – 1.45% Deerfield
International Limited – 1.45% Deerfield
Private Design Fund, L.P. – 3.15% Deerfield
Private Design International, L.P. – 4.98% James
E. Flynn – 9.98% |

(c) — (i)	Sole power to vote or to direct the vote	All Reporting Persons - 0
(ii)	Shared power to
vote or to direct the vote	Deerfield
Capital, L.P.
– 3,467,137 (Includes warrants to
purchase 3,360,000 shares of Common
Stock) Deerfield
Partners, L.P.
– 342,112 (Includes warrants to
purchase 234,975 shares of Common
Stock) Deerfield Management
Company, L.P.
– 538,310 (Includes warrants to
purchase 390,000 shares of Common
Stock) Deerfield
International Limited
– 538,310 (Includes warrants
to purchase 390,000 shares of
Common Stock) Deerfield
Private Design Fund,
L.P. – 1,196,888 (Comprised of
warrants to purchase Common Stock) Deerfield
Private Design International,
L.P. – 1,928,137 (Comprised
of warrants to purchase Common
Stock) James
E. Flynn - 4,005,447 (Includes
warrants to purchase 3,750,000
shares of Common Stock)

CUSIP No. 45784P101 13G Page 11 of 18 Pages

| (iii) | Sole power to dispose or to direct the disposition
of | All Reporting Persons - 0 |
| --- | --- | --- |
| (iv) | Shared power to
dispose or to direct the disposition
of | Deerfield
Capital, L.P.
– 3,467,137 (Includes warrants to
purchase 3,360,000 shares of Common
Stock) Deerfield
Partners, L.P.
– 342,112 Includes warrants to
purchase 234,975 shares of Common
Stock) Deerfield Management
Company, L.P.
– 538,310 (Includes warrants
to purchase 390,000 shares of
Common Stock) Deerfield
International Limited
– 538,310 (Includes warrants
to purchase 390,000 shares of
Common Stock) Deerfield
Private Design Fund,
L.P. – 1,196,888 (Comprised of
warrants to purchase Common Stock) Deerfield
Private Design International,
L.P. – 1,928,137 (Comprised
of warrants to purchase Common
Stock) James
E. Flynn - 4,005,447 (Includes
warrants to purchase 3,750,000
shares of Common Stock) |

** Please see the footnotes to the cover pages to this Schedule 13G, which are hereby incorporated by reference.

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following o .

CUSIP No. 45784P101 13G Page 12 of 18 Pages

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

N/A

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

N/A

CUSIP No. 45784P101 13G Page 13 of 18 Pages

ITEM 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.

See Exhibit B

ITEM 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

N/A

ITEM 10. Certifications.

"By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect."

CUSIP No. 45784P101 13G Page 14 of 18 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| DEERFIELD
CAPITAL, L.P. | |
| --- | --- |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |
| DEERFIELD
PARTNERS, L.P. | |
| By: | Deerfield
Capital, L.P. |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |

| DEERFIELD
PRIVATE DESIGN FUND, L.P. | |
| --- | --- |
| By: | Deerfield
Capital, L.P. |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |

| DEERFIELD
PRIVATE DESIGN INTERNATIONAL, L.P. | |
| --- | --- |
| By: | Deerfield
Capital, L.P. |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |

CUSIP No. 45784P101 13G Page 15 of 18 Pages

| DEERFIELD
MANAGEMENT COMPANY, L.P. | |
| --- | --- |
| By: | Flynn
Management LLC General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |

| DEERFIELD
INTERNATIONAL LIMITED | |
| --- | --- |
| By: | Deerfield
Management Company |
| By: | Flynn
Management LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |

| JAMES
E. FLYNN |
| --- |
| /s/
Darren Levine |
| Darren
Levine, Attorney-In-Fact |

Date: February 12, 2010

CUSIP No. 45784P101 13G Page 16 of 18 Pages

Exhibit List

Exhibit A. Joint Filing Agreement.

Exhibit B. Item 8 Statement.

Exhibit C.(1) Power of Attorney.

(1) Previously filed as Exhibit 24 to a Form 4 with regard to Dynavax Technologies Corporation filed with the Securities and Commission on July 20, 2007 by Deerfield Capital L.P.; Deerfield Partners, L.P.; Deerfield Management Company, L.P.; Deerfield International Limited; Deerfield Special Situations Fund, L.P.; Deerfield Special Situations Fund International Limited; Deerfield Private Design Fund, L.P.; Deerfield Private Design International, L.P. and James E. Flynn.

CUSIP No. 45784P101 13G Page 17 of 18 Pages

Exhibit A

Agreement

The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock of Insulet Corporation shall be filed on behalf of the undersigned.

| DEERFIELD
CAPITAL, L.P. | |
| --- | --- |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |
| DEERFIELD
PARTNERS, L.P. | |
| By: | Deerfield
Capital, L.P. |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |

| DEERFIELD
MANAGEMENT COMPANY, L.P. | |
| --- | --- |
| By: | Flynn
Management LLC General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |

| DEERFIELD
PRIVATE DESIGN FUND, L.P. | |
| --- | --- |
| By: | Deerfield
Capital, L.P. |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |

CUSIP No. 45784P101 13G Page 18 of 18 Pages

| DEERFIELD
PRIVATE DESIGN INTERNATIONAL, L.P. | |
| --- | --- |
| By: | Deerfield
Capital, L.P. |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |

| DEERFIELD
INTERNATIONAL LIMITED | |
| --- | --- |
| By: | Deerfield
Management Company |
| By: | Flynn
Management LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Attorney-In-Fact |

| JAMES
E. FLYNN |
| --- |
| /s/
Darren Levine |
| Darren
Levine, Attorney-In-Fact |

Exhibit B

Due to the relationships between them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.