THE TIME PERIOD SPECIFIED ABOVE OF COPIES OF AMYLIN'S QUARTERLY
REPORTS ON FORM 10-Q PREPARED IN COMPLIANCE WITH THE REQUIREMENTS OF THE
EXCHANGE ACT, IN THE FORM FILED WITH THE SEC, SHALL BE DEEMED TO SATISFY THE
REQUIREMENTS OF THIS PARAGRAPH.
(B)
AS SOON AS PRACTICABLE, AND IN ANY EVENT
WITHIN NINETY (90) DAYS (OR SUCH SHORTER PERIOD OF TIME AS IS REQUIRED BY THE
SEC FOR FILING OF ANNUAL FINANCIAL STATEMENTS) AFTER THE END OF EACH FISCAL
YEAR, (I) THE CONSOLIDATED BALANCE SHEET OF AMYLIN AND ITS SUBSIDIARIES AS AT
THE END OF SUCH FISCAL YEAR AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME,
STOCKHOLDERS' EQUITY AND CASH FLOWS OF AMYLIN AND ITS SUBSIDIARIES FOR SUCH
FISCAL YEAR AND, IN COMPARATIVE FORM THE CORRESPONDING FIGURES FOR THE PREVIOUS
FISCAL YEAR AND (II) AN AUDIT REPORT ON THE ITEMS LISTED IN CLAUSE (I) HEREOF OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING, WHICH
AUDIT REPORT SHALL BE UNQUALIFIED AND SHALL STATE THAT SUCH FINANCIAL STATEMENTS
FAIRLY PRESENT 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
CONFORMITY WITH GAAP AND THAT THE EXAMINATION BY SUCH ACCOUNTANTS IN CONNECTION
WITH SUCH CONSOLIDATED FINANCIAL STATEMENTS HAS BEEN MADE IN ACCORDANCE WITH
GENERALLY ACCEPTED AUDITING STANDARDS.
DELIVERY WITHIN THE TIME PERIOD
SPECIFIED ABOVE OF AMYLIN'S ANNUAL REPORT ON FORM 10-K FOR SUCH FISCAL YEAR
PREPARED IN ACCORDANCE WITH THE REQUIREMENTS OF THE EXCHANGE ACT, IN THE FORM
FILED WITH THE SEC, SHALL BE DEEMED TO SATISFY THE FOREGOING REQUIREMENTS OF
THIS PARAGRAPH; PROVIDED THAT THE AUDITORS' REPORT CONTAINED THEREIN SATISFIES
THE REQUIREMENTS SPECIFIED IN CLAUSE (II) ABOVE.
(C)
SUCH OTHER REPORTS AND ADDITIONAL FINANCIAL
AND OTHER INFORMATION RELATING TO THE BUSINESS, AFFAIRS AND FINANCIAL CONDITION
OF AMYLIN AS LILLY REASONABLY MAY REQUEST IN WRITING FROM TIME TO TIME (SUBJECT
TO AMYLIN'S OBLIGATIONS TO THIRD PARTIES AND PROVIDED THAT AMYLIN SHALL HAVE NO
OBLIGATION TO PROVIDE ACCESS TO INFORMATION THAT IT DEEMS HIGHLY CONFIDENTIAL).
ANY INFORMATION DISCLOSED TO LILLY PURSUANT TO THIS AGREEMENT SHALL BE DEEMED
12
AMYLIN CONFIDENTIAL INFORMATION SUBJECT TO THE PROVISIONS OF ARTICLE 6 OF THE
COLLABORATION AGREEMENT.
7.7
LITIGATION.
NOTIFY LILLY IN WRITING, PROMPTLY
UPON LEARNING THEREOF, OF ANY LITIGATION COMMENCED AGAINST AMYLIN WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
7.8
NOTICES/MATERIAL DEVELOPMENTS.
PROMPTLY (AND
IN ANY EVENT WITHIN THREE (3) CALENDAR DAYS) AFTER OBTAINING KNOWLEDGE OF THE
OCCURRENCE OF ANY EVENT THAT HAS RESULTED IN OR WOULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT, DELIVER TO LILLY A STATEMENT OF THE CHIEF
EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER OF AMYLIN SETTING FORTH THE DETAILS
OF EACH SUCH EVENT AND THE ACTION WHICH AMYLIN HAS TAKEN AND PROPOSES TO TAKE
WITH RESPECT THERETO.
IN ADDITION, AMYLIN SHALL IMMEDIATELY INFORM LILLY BY
WRITTEN NOTICE OF THE OCCURRENCE OF ANY EVENT OR CONDITION OF ANY NATURE WHICH
CONSTITUTES AN EVENT