OR ENFORCEABILITY OF, OR LILLY'S RIGHTS AND REMEDIES UNDER, THIS
LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
7.2
GOVERNMENTAL AND OTHER APPROVALS.
APPLY FOR,
OBTAIN AND MAINTAIN IN EFFECT, AS APPLICABLE, ALL MATERIAL AUTHORIZATIONS,
CONSENTS, APPROVALS, LICENSES, QUALIFICATIONS, EXEMPTIONS, FILINGS, DECLARATIONS
AND REGISTRATIONS (WHETHER WITH ANY COURT, GOVERNMENTAL AGENCY, REGULATORY
AUTHORITY, SECURITIES EXCHANGE OR OTHERWISE) WHICH ARE NECESSARY IN CONNECTION
WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY AMYLIN OF THIS LOAN AGREEMENT,
THE LOAN DOCUMENTS, OR ANY OTHER DOCUMENTS OR INSTRUMENTS TO BE EXECUTED OR
DELIVERED BY AMYLIN, IN CONNECTION THEREWITH OR HEREWITH AND THE TRANSACTIONS
CONSUMMATED OR TO BE CONSUMMATED HEREUNDER OR THEREUNDER.
7.3
COMPLIANCE WITH LAWS.
COMPLY IN ALL MATERIAL
RESPECTS WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO AMYLIN, EXCEPT WHERE
AMYLIN'S FAILURE TO COMPLY WITH ANY OF THE FOREGOING WOULD NOT CAUSE OR RESULT
IN A MATERIAL ADVERSE EFFECT UPON AMYLIN'S ABILITY TO PERFORM ITS OBLIGATIONS
UNDER ANY OF THE LOAN DOCUMENTS OR THE VALIDITY OR ENFORCEABILITY OF, OR LILLY'S
RIGHTS AND REMEDIES UNDER, THIS LOAN AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS.
7.4
USE OF PROCEEDS.
USE THE PROCEEDS OF THE
ADVANCES SOLELY FOR BUSINESS PURPOSES AND NOT FOR PERSONAL, FAMILY, HOUSEHOLD OR
AGRICULTURAL PURPOSES.
7.5
PAYMENT OF TAXES.
PAY AND DISCHARGE (A) ALL
TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT OR ITS
INCOME OR PROPERTY PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO AND
(B) ALL LAWFUL CLAIMS AND DEBTS WHICH, IF UNPAID, MIGHT BECOME
11
A LIEN UPON ANY OF ITS PROPERTY; PROVIDED THAT AMYLIN SHALL NOT BE REQUIRED TO
PAY ANY SUCH TAX, ASSESSMENT, CHARGE, LEVY, CLAIM OR DEBT FOR WHICH AMYLIN HAS
OBTAINED A BOND OR INSURANCE, OR FOR WHICH IT HAS ESTABLISHED A RESERVE, IF THE
PAYMENT THEREOF IS BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS
WHICH ARE BEING REASONABLY AND DILIGENTLY PURSUED.
7.6
FINANCIAL AND OTHER REPORTS.
MAINTAIN A
STANDARD SYSTEM OF ACCOUNTING IN ACCORDANCE WITH GAAP AND, EXCEPT TO THE EXTENT
PUBLICLY AVAILABLE IN THE SEC'S EDGAR SYSTEM, FURNISH OR CAUSE TO BE FURNISHED
TO LILLY:
(A)
AS SOON AS PRACTICABLE, AND IN ANY EVENT
WITHIN FORTY-FIVE (45) DAYS (OR SUCH SHORTER PERIOD OF TIME AS IS REQUIRED BY
THE SEC FOR FILING OF QUARTERLY FINANCIAL STATEMENTS) AFTER THE END OF EACH OF
THE FIRST THREE FISCAL QUARTERS IN EACH FISCAL YEAR, THE CONSOLIDATED BALANCE
SHEET OF AMYLIN AND ITS SUBSIDIARIES AS AT THE END OF SUCH PERIOD AND THE
RELATED CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS OF AMYLIN AND ITS
SUBSIDIARIES FOR SUCH FISCAL QUARTER AND FOR THE PERIOD FROM THE BEGINNING OF
THE THEN CURRENT FISCAL YEAR TO THE END OF SUCH FISCAL QUARTER, CERTIFIED BY THE
CHIEF FINANCIAL OFFICER OR TREASURER OF AMYLIN AS FAIRLY PRESENTING IN ALL
MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF AMYLIN AND ITS
SUBSIDIARIES AS AT THE DATES INDICATED AND THE CONSOLIDATED RESULTS OF THEIR
OPERATIONS AND CASH FLOWS FOR THE PERIODS INDICATED IN ACCORDANCE WITH GAAP.
DELIVERY WITHIN