OR MAILED, AS THE CASE MAY BE, CONTAINED AN
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
EXCEPT
TO THE EXTENT INFORMATION CONTAINED IN ANY OF THE SEC FILINGS HAS BEEN REVISED,
CORRECTED OR SUPERSEDED BY A LATER FILING OF ANY SUCH FORM, REPORT OR DOCUMENT,
NONE OF THE SEC FILINGS CURRENTLY CONTAINS AN UNTRUE STATEMENT OF A MATERIAL
FACT OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING.
5.5
GOVERNMENTAL CONSENTS.
NO CONSENT, APPROVAL,
ORDER OR AUTHORIZATION OF, OR REGISTRATION, QUALIFICATION, DESIGNATION,
DECLARATION OR FILING WITH, ANY FEDERAL, STATE, LOCAL OR PROVINCIAL GOVERNMENTAL
AUTHORITY ON THE PART OF AMYLIN IS REQUIRED IN CONNECTION WITH THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, EXCEPT FOR SUCH
APPROVALS OR CONSENTS AS MAY BE REQUIRED UNDER THE HSR ACT AND SUCH OTHER
NOTICES AS MAY BE REQUIRED OR PERMITTED TO BE FILED WITH CERTAIN STATE AND
FEDERAL SECURITIES COMMISSIONS AFTER THE EFFECTIVE DATE, WHICH NOTICES WILL BE
FILED ON A TIMELY BASIS.
8
5.6
NO CONFLICT.
AMYLIN'S EXECUTION, DELIVERY AND
PERFORMANCE OF EACH OF THE LOAN DOCUMENTS DOES NOT VIOLATE ANY PROVISION OF
AMYLIN'S CERTIFICATE OF INCORPORATION OR BYLAWS, EACH AS AMENDED AS OF THE DATE
HEREOF (COPIES OF WHICH HAVE BEEN FILED WITH AMYLIN'S SEC FILINGS), ANY
PROVISION OF ANY ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE, DETERMINATION OR
AWARD TO WHICH AMYLIN IS A PARTY OR BY WHICH IT IS BOUND, OR, TO AMYLIN'S
KNOWLEDGE, ANY LAW, RULE OR REGULATION CURRENTLY IN EFFECT HAVING APPLICABILITY
TO AMYLIN.
5.7
LITIGATION.
EXCEPT AND TO THE EXTENT
DISCLOSED TO LILLY'S DEPUTY GENERAL COUNSEL BY AMYLIN'S DEPUTY GENERAL COUNSEL
OR IN AMYLIN'S SEC FILINGS, THERE IS NO ACTION, LITIGATION OR PROCEEDING PENDING
OR THREATENED AGAINST OR INVOLVING AMYLIN IN ANY COURT OR BEFORE OR BY ANY
AGENCY OR REGULATORY BODY WHICH WOULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL JUDGMENT OR LIABILITY AGAINST AMYLIN OR WHICH WOULD MATERIALLY AND
ADVERSELY AFFECT (I) ANY MATERIAL INTELLECTUAL PROPERTY OF AMYLIN, (II) ANY
MATERIAL PORTION OF AMYLIN'S ASSETS, (III) THE INCOME OF AMYLIN, OR (IV) THE
RIGHT OF AMYLIN TO CARRY ON ITS BUSINESSES AS NOW CONDUCTED OR AS INTENDED TO BE
CONDUCTED.
5.8
PAYMENT OF TAXES.
AMYLIN HAS FILED ALL TAX
RETURNS WHICH WERE REQUIRED TO BE FILED BY IT PRIOR TO AND AS OF THE DATE OF
THIS LOAN AGREEMENT.
AMYLIN HAS PAID ALL TAXES AND ASSESSMENTS WHICH TO
AMYLIN'S KNOWLEDGE ARE PAYABLE BY IT, TO THE EXTENT THAT THE SAME HAVE BECOME
DUE AND PAYABLE AND BEFORE THEY BECAME DELINQUENT, EXCEPT FOR ANY TAXES OR
ASSESSMENTS THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
PROPERLY INSTITUTED AND DILIGENTLY CONDUCTED.
AMYLIN DOES NOT KNOW OF ANY