DUE AND PAYABLE QUARTERLY IN ARREARS
ON THE FIRST BUSINESS DAY OF EACH CALENDAR QUARTER.
ALL INTEREST CHARGEABLE
UNDER THE LOAN DOCUMENTS SHALL BE COMPUTED ON THE BASIS OF A THREE HUNDRED SIXTY
(360) DAY YEAR FOR THE ACTUAL NUMBER OF DAYS ELAPSED.
3.2
PRINCIPAL REPAYMENT.
ALL OUTSTANDING
PRINCIPAL, TOGETHER WITH ALL ACCRUED AND UNPAID INTEREST, SHALL BE DUE AND
PAYABLE ON THE MATURITY DATE.
3.3
EARLY REPAYMENT.
NOTWITHSTANDING SECTION 3.2
OR ANY OTHER PROVISION OF THIS LOAN AGREEMENT, ALL OUTSTANDING INDEBTEDNESS
SHALL BE DUE AND PAYABLE IMMEDIATELY WITHOUT ANY NOTICE OR OTHER ACTION BY LILLY
UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS:
(A) THE CONSUMMATION OF A
CHANGE IN CONTROL WITH RESPECT TO AMYLIN, OR (B) TERMINATION OF THE
COLLABORATION AGREEMENT BY LILLY PURSUANT TO SECTION 12.2 THEREOF.
3.4
RIGHT OF OFFSET.
IF AND TO THE EXTENT THAT
AMYLIN DEFAULTS IN THE MAKING OF ANY PAYMENT ON ITS DUE DATE AND SUCH DEFAULT
SHALL NOT HAVE BEEN CURED, LILLY MAY, AT ITS ELECTION, WITHHOLD FROM AMYLIN THE
AMOUNT OF ANY MILESTONE, ROYALTY, EXPENSE REIMBURSEMENT OR OTHER PAYMENT OF ANY
NATURE OWING FROM LILLY TO AMYLIN UNDER THE COLLABORATION AGREEMENT, THE
5
SUPPLY AGREEMENT, ANY LOAN DOCUMENT OR OTHERWISE, UP TO AN AGGREGATE AMOUNT
EQUAL TO THE AMOUNT OF THE DEFAULTED PAYMENT, AND APPLY ALL AMOUNTS SO WITHHELD
TO THE REPAYMENT OF THE OUTSTANDING INDEBTEDNESS.
UPON SUCH APPLICATION, LILLY
SHALL BE DEEMED TO HAVE SATISFIED ITS OBLIGATION TO PAY THE WITHHELD AMOUNT TO
AMYLIN IN RESPECT OF THE APPLICABLE MILESTONE, ROYALTY, EXPENSE REIMBURSEMENT OR
OTHER PAYMENT, AND AMYLIN SHALL BE DEEMED TO HAVE DISCHARGED OUTSTANDING
INDEBTEDNESS IN THE AMOUNT SO APPLIED.
3.5
RIGHT TO APPLY AGAINST IMPAIRMENT CHARGE.
IF
AND TO THE EXTENT AMYLIN OR AMYLIN OHIO LLC INCURS AN IMPAIRMENT CHARGE AT ANY
TIME DURING WHICH ANY INDEBTEDNESS REMAINS OUTSTANDING, THEN LILLY MAY, AT ITS
ELECTION, INSTRUCT AMYLIN TO APPLY ANY OR ALL OF THE INDEBTEDNESS OUTSTANDING
AGAINST LILLY'S SHARE OF THE IMPAIRMENT CHARGE UNDER THE SUPPLY AGREEMENT.
UPON
SUCH APPLICATION, AMYLIN SHALL BE DEEMED TO HAVE DISCHARGED OUTSTANDING
INDEBTEDNESS IN AN AMOUNT EQUAL TO THAT APPLIED AGAINST LILLY'S SHARE OF THE
IMPAIRMENT CHARGE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF AMYLIN OR
AMYLIN OHIO LLC INCURS AN IMPAIRMENT CHARGE AT ANY TIME DURING THE ADVANCE
PERIOD, AMYLIN SHALL BE DEEMED, WITHOUT ANY FURTHER ACTION OR NOTICE REQUIRED
HEREUNDER, TO HAVE FORFEITED ITS RIGHT TO MAKE ANY ADDITIONAL BORROWING REQUESTS
OF LILLY.
3.6
PAYMENTS ON NON-BUSINESS DAY.
IN THE EVENT
THAT ANY PAYMENT OF ANY PRINCIPAL, INTEREST, FEES OR ANY OTHER AMOUNTS PAYABLE
BY AMYLIN UNDER OR PURSUANT TO THIS LOAN AGREEMENT, OR UNDER ANY OTHER LOAN
DOCUMENT SHALL BECOME DUE ON ANY DAY WHICH IS NOT A BUSINESS DAY, SUCH DUE DATE
SHALL BE EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY, AND, TO THE EXTENT
APPLICABLE, INTEREST SHALL CONTINUE TO ACCRUE AND BE PAYABLE AT THE APPLICABLE
RATE(S) FOR AND DURING ANY SUCH EXTENSION.
3.7
PAYMENT PROCEDURES.
ALL SUMS PAYABLE BY
AMYLIN TO LILLY UNDER OR