PROPOSED MATERIAL TAX ASSESSMENT AGAINST IT OR ANY OF ITS PROPERTIES FOR WHICH
ADEQUATE PROVISION HAS NOT BEEN MADE ON ITS BOOKS.
5.9
COMPLIANCE.
AMYLIN IS IN COMPLIANCE WITH AND
IN CONFORMITY TO ALL LAWS, ORDINANCES, RULES, REGULATIONS AND ALL OTHER LEGAL
REQUIREMENTS, THE VIOLATION OF WHICH WOULD HAVE A MATERIAL, ADVERSE EFFECT ON
ITS BUSINESSES, FINANCIAL CONDITION OR PROPERTIES.
5.10
FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS OF
AMYLIN INCLUDED IN ITS SEC FILINGS CORRECTLY AND FAIRLY PRESENT THE FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS OF AMYLIN AS OF THE DATES AND
FOR THE PERIODS SHOWN AND COVERED THEREBY, IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED, EXCEPT THAT ANY SUCH FINANCIAL STATEMENTS COVERING LESS THAN A FULL
YEAR MAY NOT INCLUDE NORMAL YEAR-END ADJUSTMENTS OR COMPLETE FOOTNOTE
DISCLOSURES.
SINCE THE DATE OF THE MOST RECENT SUCH FINANCIAL STATEMENTS, THERE
HAS BEEN NO MATERIAL ADVERSE EFFECT.
5.11
FULL DISCLOSURE; SURVIVAL.
NONE OF THE
REPRESENTATIONS OR WARRANTIES FURNISHED BY AMYLIN TO LILLY IN CONNECTION WITH
ANY OF THE LOAN DOCUMENTS CONTAINS OR WILL CONTAIN ANY UNTRUE STATEMENT OR OMITS
OR WILL OMIT A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN,
IN LIGHT OF THE CIRCUMSTANCES WHEN MADE, NOT MISLEADING.
ALL REPRESENTATIONS
AND WARRANTIES MADE BY AMYLIN UNDER OR IN CONNECTION WITH ANY OF THE LOAN
DOCUMENTS SHALL SURVIVE THE MAKING OF THE ADVANCES PROVIDED FOR HEREIN AND
ISSUANCE AND DELIVERY OF THE NOTE TO LILLY, NOTWITHSTANDING ANY INVESTIGATION
MADE BY LILLY OR ON LILLY'S BEHALF.
9
SECTION 6.
REPRESENTATIONS AND
WARRANTIES OF LILLY
Lilly hereby represents and warrants to Amylin as of the Effective Date that:
6.1
AUTHORIZATION; DUE EXECUTION.
SUBJECT TO
SECTION 10.9, LILLY HAS THE REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER
INTO THIS LOAN AGREEMENT AND TO PERFORM ITS OBLIGATIONS UNDER THE TERMS OF THIS
LOAN AGREEMENT AND THE LOAN DOCUMENTS.
SUBJECT TO SECTION 10.9, ALL CORPORATE
ACTION ON THE PART OF LILLY, ITS OFFICERS, DIRECTORS AND STOCKHOLDERS NECESSARY
FOR THE AUTHORIZATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS LOAN
AGREEMENT AND THE LOAN DOCUMENTS HAVE BEEN TAKEN.
SUBJECT TO SECTION 10.9, THIS
LOAN AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY LILLY, AND,
UPON DUE EXECUTION AND DELIVERY BY AMYLIN, THIS LOAN AGREEMENT WILL BE A VALID
AND BINDING AGREEMENT OF LILLY, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY OR BY EQUITABLE
PRINCIPLES.
6.2
PURCHASE ENTIRELY FOR OWN ACCOUNT.
THIS LOAN
AGREEMENT IS MADE WITH LILLY IN RELIANCE UPON LILLY'S REPRESENTATION TO AMYLIN,
WHICH BY LILLY'S EXECUTION OF THIS LOAN AGREEMENT IT HEREBY CONFIRMS, THAT THE
NOTE WILL BE ACQUIRED FOR INVESTMENT FOR LILLY'S OWN ACCOUNT, NOT AS A NOMINEE
OR AGENT, AND NOT WITH A VIEW TO THE RESALE OR DISTRIBUTION OF ANY PART THEREOF,
AND THAT LILLY HAS NO PRESENT INTENTION OF SELLING, GRANTING ANY PARTICIPATION
IN, OR OTHERWISE DISTRIBUTING THE SAME.
BY EXECUTING THIS LOAN AGREEMENT, LILLY
FURTHER REPRESENTS THAT IT DOES NOT HAVE ANY