EX-25.2 6 dbk28a.htm FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a
Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota
 55402
(Address of principal executive offices) (Zip Code)

Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918
(Name, address and telephone number of agent for service)

NPS PHARMACEUTICALS, INC.
(Issuer with respect to the Securities)

Delaware
 87-0439579
(State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.)

383 Colorow Drive
Salt Lake City, UT 84108-1256
84108-1256
(Address of Principal Executive Offices) (Zip Code)

Subordinated Debt Securities
(Title of the Indenture Securities)

FORM T-1

Item 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, D.C.

  b) Whether it is authorized to exercise corporate trust powers.
         Yes

Item 2. AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.
         None

Items 3-15 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.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

  1. A copy of the Articles of Association of the Trustee.*

  2. A copy of the certificate of authority of the Trustee to commence business.*

  3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

  4. A copy of the existing bylaws of the Trustee.*

  5. A copy of each Indenture referred to in Item 4. Not applicable.

  6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

  7. Report of Condition of the Trustee as of March 31, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.


        * Incorporated by reference to Registration Number 333-67188.


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NOTE

        The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors 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 obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. 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, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 6th day of September, 2005.

By: /s/ Richard Prokosch
             Richard Prokosch
             Vice President

By: /s/ Benjamin J. Krueger
             Benjamin J. Krueger
             Assistant Vice President


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Exhibit 6

CONSENT

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK 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: September 6th, 2005

By: /s/ Richard Prokosch
             Richard Prokosch
             Vice President

By: /s/ Benjamin J. Krueger
             Benjamin J. Krueger
             Assistant Vice President



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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2005

($000‘s)

6/30/2005
Assets        
     Cash and Due From Depository Institutions   $ 6,450,815  
     Federal Reserve Stock    0  
     Securities    42,078,340  
     Federal Funds    3,154,120  
     Loans & Lease Financing Receivables    129,709,823  
     Fixed Assets    2,193,705  
     Intangible Assets    10,387,232  
     Other Assets    9,503,538  
         Total Assets   $ 203,477,573  

Liabilities		  
     Deposits   $ 128,180,426  
     Fed Funds    16,063,915  
     Treasury Demand Notes    0  
     Trading Liabilities    153,065  
     Other Borrowed Money    25,358,095  
     Acceptances    94,841  
     Subordinated Notes and Debentures    6,808,639  
     Other Liabilities    6,051,172  
     Total Liabilities   $ 182,710,153  

Equity		  
     Minority Interest in Subsidiaries   $ 1,024,947  
     Common and Preferred Stock    18,200  
     Surplus    11,804,040  
     Undivided Profits    7,920,233  
         Total Equity Capital   $ 20,767,420  

Total Liabilities and Equity Capital		   $ 203,477,573  

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By: /s/ Richard Prokosch
             Richard Prokosch
             Vice President

Date: September 6th, 2005

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