OR STATUTORY WARRANTIES, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE AND WARRANTY OF NONINFRINGEMENT.
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ARTICLE 10
REPRESENTATIONS AND WARRANTIES OF AMYLIN
Amylin represents and warrants
to Lilly that, as of the Effective Date hereof:
10.1
ORGANIZATION AND STANDING.
AMYLIN IS A COMPANY DULY
ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF DELAWARE.
10.2
POWER AND AUTHORITY.
AMYLIN HAS ALL REQUISITE
CORPORATE POWER AND AUTHORITY TO EXECUTE, DELIVER, AND PERFORM THIS AGREEMENT
AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN.
THE EXECUTION,
DELIVERY, AND PERFORMANCE OF THIS AGREEMENT BY AMYLIN DOES NOT, AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT, VIOLATE ANY
PROVISIONS OF AMYLIN'S ORGANIZATIONAL DOCUMENTS, BYLAWS, OR ANY APPLICABLE LAWS
APPLICABLE TO AMYLIN, OR ANY MATERIAL AGREEMENT, MORTGAGE, LEASE, INSTRUMENT,
ORDER, JUDGMENT, OR DECREE TO WHICH AMYLIN IS A PARTY OR BY WHICH AMYLIN IS
BOUND.
10.3
CORPORATE ACTION; BINDING EFFECT. AMYLIN HAS DULY
AND PROPERLY TAKEN ALL ACTION REQUIRED BY LAW, ITS ORGANIZATIONAL DOCUMENTS, OR
OTHERWISE, TO AUTHORIZE THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER INSTRUMENTS TO BE EXECUTED AND DELIVERED BY IT PURSUANT
HERETO AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY AMYLIN AND
CONSTITUTES, AND THE OTHER INSTRUMENTS CONTEMPLATED HEREBY WHEN DULY EXECUTED
AND DELIVERED BY AMYLIN WILL CONSTITUTE, LEGAL, VALID, AND BINDING OBLIGATIONS
OF AMYLIN ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS RESPECTIVE TERMS, EXCEPT
AS ENFORCEMENT MAY BE AFFECTED BY BANKRUPTCY, INSOLVENCY, OR OTHER SIMILAR LAWS.
10.4
GOVERNMENTAL APPROVAL.
EXCEPT AS CONTEMPLATED BY
THIS AGREEMENT, NO CONSENT, APPROVAL, WAIVER, ORDER OR AUTHORIZATION OF, OR
REGISTRATION, DECLARATION OR FILING WITH, ANY REGULATORY AUTHORITY OR ANY OTHER
THIRD PERSON IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED BY
THIS AGREEMENT, BY AMYLIN OR THE PERFORMANCE BY AMYLIN OF ITS OBLIGATIONS
CONTEMPLATED HEREBY AND THEREBY.
10.5
BROKERAGE.
NO BROKER, FINDER OR SIMILAR AGENT HAS
BEEN EMPLOYED BY OR ON BEHALF OF AMYLIN, AND NO PERSON WITH WHICH AMYLIN HAS HAD
ANY DEALINGS OR COMMUNICATIONS OF ANY KIND IS ENTITLED TO ANY BROKERAGE
COMMISSION, FINDER'S FEE OR ANY SIMILAR COMPENSATION, IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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10.6
LITIGATION.
THERE ARE NO PENDING OR, TO AMYLIN'S
KNOWLEDGE, THREATENED JUDICIAL, ADMINISTRATIVE OR ARBITRAL ACTIONS, CLAIMS,
SUITS OR PROCEEDINGS PENDING AS OF THE DATE HEREOF AGAINST AMYLIN RELATING TO
THE SUBJECT MATTER OF THIS AGREEMENT, WHICH, EITHER INDIVIDUALLY OR TOGETHER
WITH ANY OTHER, WILL HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF AMYLIN TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT
CONTEMPLATED HEREBY.
10.7
NOT DEBARRED. AMYLIN IS NOT DEBARRED AND HAS NOT AND
WILL NOT USE IN ANY CAPACITY THE SERVICES OF ANY PERSON DEBARRED UNDER
SUBSECTIONS 306(A) OR (B) OF THE GENERIC DRUG ENFORCEMENT ACT OF 1992.
IF AT
ANY TIME THIS REPRESENTATION AND WARRANTY IS NO LONGER ACCURATE, AMYLIN