CONTRACT, UNDERTAKING, AGREEMENT OR
ARRANGEMENT WITH ANY PERSON TO SELL, TRANSFER OR GRANT PARTICIPATION TO SUCH
PERSON OR TO ANY THIRD PERSON, WITH RESPECT TO THE NOTE.
6.3
DISCLOSURE OF INFORMATION.
LILLY HAS RECEIVED
ALL THE INFORMATION THAT IT HAS REQUESTED AND THAT IT CONSIDERS NECESSARY OR
APPROPRIATE FOR DECIDING WHETHER TO ENTER INTO THIS LOAN AGREEMENT.
LILLY
FURTHER REPRESENTS THAT IT HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE
ANSWERS FROM AMYLIN REGARDING THE TERMS AND CONDITIONS OF THE OFFERING OF THE
NOTE.
6.4
INVESTMENT EXPERIENCE.
LILLY IS AN INVESTOR
IN SECURITIES OF COMPANIES IN THE DEVELOPMENT STAGE AND ACKNOWLEDGES THAT IT IS
ABLE TO FEND FOR ITSELF, CAN BEAR THE ECONOMIC RISK OF ITS INVESTMENT AND HAS
SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL OR BUSINESS MATTERS THAT IT IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENT IN THE NOTE.
LILLY
ALSO REPRESENTS IT HAS NOT BEEN ORGANIZED SOLELY FOR THE PURPOSE OF ACQUIRING
THE NOTE.
6.5
ACCREDITED INVESTOR.
LILLY IS AN "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 OF THE GENERAL RULES AND
REGULATIONS PRESCRIBED BY THE SEC PURSUANT TO THE SECURITIES ACT.
6.6
RESTRICTED SECURITIES.
LILLY UNDERSTANDS THAT
(A) THE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT BY REASON OF A
SPECIFIC EXEMPTION THEREFROM, THAT SUCH SECURITIES MUST BE HELD BY IT
INDEFINITELY AND THAT LILLY MUST, THEREFORE, BEAR THE ECONOMIC RISK OF SUCH
INVESTMENT INDEFINITELY, UNLESS A SUBSEQUENT DISPOSITION THEREOF IS REGISTERED
UNDER THE SECURITIES ACT OR IS EXEMPT FROM SUCH REGISTRATION; AND (B) EACH
CERTIFICATE REPRESENTING THE NOTE WILL BE ENDORSED WITH THE FOLLOWING LEGEND:
10
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED.
NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH
RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO
OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION.;
and (c) Amylin will instruct any transfer agent not to register the transfer of
the Note (or any portion thereof) unless the conditions specified in the
foregoing legend are satisfied, until such time as a transfer is made in
compliance with the Securities Act and this Loan Agreement.
SECTION 7.
COVENANTS
Amylin covenants and agrees that, during the Term, it will:
7.1
MAINTENANCE OF EXISTENCE AND RIGHTS.
MAINTAIN
AND PRESERVE IN FULL FORCE AND EFFECT ITS EXISTENCE AND ALL RIGHTS, CONTRACTS,
LICENSES, LEASES, QUALIFICATIONS, PRIVILEGES, FRANCHISES AND OTHER AUTHORITY
NECESSARY FOR THE CONDUCT OF ITS BUSINESS, AND QUALIFY AND REMAIN QUALIFIED TO
DO BUSINESS IN EACH JURISDICTION IN WHICH SUCH QUALIFICATION IS MATERIAL TO ITS
BUSINESS AND OPERATIONS OR OWNERSHIP OF ITS PROPERTIES, EXCEPT WHERE THE LAPSING
OF 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