Icahn, the company's second-largest shareholder with a 9.9 percent stake, last month disclosed plans to back another slate of directors at Forest's next annual meeting, after failing to get his nominees elected last year.

The nominees this year include Andrew Fromkin, former chief executive officer of Clinical Data Inc, a company Forest bought last year.

Besides naming his nominees on Tuesday, Icahn demanded to inspect the drugmaker's books and records.

In a statement, Forest said it believed Icahn's characterizations were "generally unsupported and inaccurate," but added that it would evaluate the merits of the demand and determine what documents, if any, he is entitled to under Delaware law.

In citing his reasons for the demand, Icahn pointed to Forest's recent lowering of its fiscal-year profit forecast -- a change the company attributed largely to U.S. generic versions of its blockbuster Lexapro anti-depressant taking a bigger toll than expected.

"This is just another example of the mismanagement and lack of oversight that has plagued the corporation for the past several years," Icahn Partners LP said in a letter to Forest filed with the Securities and Exchange Commission.

Icahn also criticized the compensation for Forest CEO Howard Solomon, who has run the company since 1977, and said it had yet to disclose a viable succession plan.

Forest may have made itself less attractive as a takeover target, the letter said, due to the nature of the agreements involving the products it licenses. Icahn called for more disclosure of these product agreements, which may force Forest to return rights to the products should the company be acquired.

"The stockholders must have the ability to assess the possibility of an acquisition of the corporation or whether the board has foreclosed this possibility by entering into agreements that effectively entrench the status quo," the letter said.

Aside from Fromkin, Icahn's nominees are: Dr Eric Ende, president of Ende BioMedical Consulting Group and a former Merrill Lynch biotechnology analyst who sat on the board of Genzyme Corp before Sanofi bought it; Pierre Legault, who until recently was CEO of biotechnology firm Prosidion Ltd, a unit of Astellas Pharma; and Daniel Ninivaggi, president of Icahn Enterprises.

Forest's winning slate a year ago included three new board members nominated by the company after Icahn announced his challenge.

Icahn has previously won representation on the boards of several biotechnology companies, including ImClone Systems and Biogen Idec Inc, as well as Genzyme.

Forest shares closed down 4 cents at $34.67 on the New York Stock Exchange.

(Reporting By Lewis Krauskopf and Bill Berkrot; Editing by Gerald E. McCormick and Carol Bishopric)

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