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EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM T-1
Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
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U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
United States 94-3160100
(State of Incorporation) (IRS Employer Identification No.)
550 South Hope Street, Suite 500
Los Angeles, California 90071
(Address of principal executive offices and zip code)
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AXYS PHARMACEUTICALS, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of Incorporation or organization)
22-2969941
(IRS Employer Identification No.)
180 Kimball Way
South San Francisco, CA 94080
(Address of principal executive offices and Zip code)
William J. Newell, Esq.
Senior Vice President, General Counsel and Secretary
AXYS PHARMACEUTICALS, INC.
180 Kimball Way
South San Francisco, CA 94080
(650) 829-1000
(Names, addresses and telephone numbers of agents for service)
Debt Securities and Warrants
(Title of the indenture securities)
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GENERAL
1. GENERAL INFORMATION Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to which it
is subject.
Comptroller of the Currency
Washington DC
(b) Whether it is authorized to exercise corporate trust powers.
Yes
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any
underwriter for the obligor is an affiliate of the trustee, describe each
such affiliation.
None
See Note following Item 16.
Items 3-15 are not applicable because to the best of the Trustee's
knowledge the obligor is not in default under any Indenture for which the
Trustee acts as Trustee.
16. LIST OF EXHIBITS List below all exhibits filed as a part of this statement
of eligibility and qualification.
Exhibit 1 -Articles of Association of U.S. Bank Trust National Association
dated June 5, 1992. Incorporated herein by reference to Exhibit 1 filed
with Form T-1 statement, Registration No. 33-50826
Exhibit 2 -Certificate of the Comptroller of Currency as to authority of
U.S. Bank Trust National Association to commence the business of
banking. Incorporated herein by reference to Exhibit 2 filed with Form
T-1 Statement, Registration No.33-50826
Exhibit 3 -Authorization of the Comptroller of Currency granting U.S. Bank
Trust National Association the right to exercise corporate trust
powers. Incorporated herein by reference to Exhibit 3 filed with Form
T-1 Statement, Registration No.33-50826
Exhibit 4 -By-Laws of U.S. Bank Trust National Association, dated June 15,
1992. Incorporated herein by reference to Exhibit 4 filed with Form T-1
Statement, Registration No.33-50826
Exhibit 5 - Not Applicable
Exhibit 6 -Consent of U.S. Bank Trust National Association required by
Section 321(b) of the Act. Incorporated herein by reference to Exhibit
6 filed with Form T-1 Statement, Registration No.33-50826
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Exhibit 7 -Report of Condition of U.S. Bank Trust National Association, as
of the close of business on March 31, 2000 published pursuant to law or
the requirements of its supervising or examining authority.
NOTE
The answers to this statement insofar as such answers relate to what persons
have been underwriters for any securities of the obligor within three years
prior to the date of filing this statement, or what persons are owners of 10% or
more of the voting securities of the obligor, or affiliates, are based upon
information furnished to the trustee by the obligor. While the trustee has no
reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
U.S. Bank Trust National Association, an Association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Los Angeles and State of California on the 28th day of June 2000.
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ TAMARA MAWN
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Tamara Mawn
Vice President
Attest: /s/ GONZALO UREY
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Gonzalo Urey
Assistant Vice President
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EXHIBIT 6
C O N S E N T
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. Bank Trust National Association, hereby consents that reports
of examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: June 28, 2000
U.S. BANK TRUST NATIONAL ASSOCIATION
By:/s/ TAMARA MAWN
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Tamara Mawn
Vice President
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U.S. BANK TRUST NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 03/31/00
($000'S)
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ASSETS:
Cash and Balances Due From Depository Institutions: 70,249
Federal Reserve Stock: 5,464
Fixed Assets: 448
Intangible Assets: 59,730
Other Assets: 9,759
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TOTAL ASSETS: 145,650
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LIABILITIES:
Other Liabilities: 7,410
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TOTAL LIABILITIES: 7,410
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EQUITY:
Common and Preferred Stock: 1,000
Surplus: 126,260
Undivided Profits and Capital Reserve: 10,986
Net unrealized holding gains (losses) on available-for-sale securities (6)
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TOTAL EQUITY CAPITAL: 138,240
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TOTAL LIABILITIES AND EQUITY CAPITAL: 145,650
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To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
U.S. Bank Trust National Association
By: /s/ Tamara Mawn
Vice President