EX-25.2 8 cmw1929f.htm T-1 (SUBORDINATED DEBT SECURITIES)

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)

Raymond S. Haverstock
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3909
(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

(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 September 30, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

  *   Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4 filed by Revlon Consumer Products Corp., Registration Number 333-128217, dated 11-22-2005.


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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 20th of January, 2006.

  By: /s/ Raymond S. Haverstock
Raymond S. Haverstock
Vice President

By: /s/ Richard Prokosch
Richard Prokosch
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: January 20th, 2006

  By: /s/ Raymond S. Haverstock
Raymond S. Haverstock
Vice President

By: /s/ Richard Prokosch
Richard Prokosch
Vice President











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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2005

($000’s)

9/30/2005
Assets        
     Cash and Due From Depository Institutions   $ 6,913,461  
     Securities    41,305,628  
     Federal Funds    3,300,808  
     Loans & Lease Financing Receivables    132,797,940  
     Fixed Assets    1,767,618  
     Intangible Assets    10,366,321  
     Other Assets    10,215,546  

     Total Assets   $ 206,667,322  

Liabilities
  
     Deposits   $ 130,337,423  
     Fed Funds    17,257,962  
     Treasury Demand Notes    0  
     Trading Liabilities    176,079  
     Other Borrowed Money    25,506,397  
     Acceptances    85,177  
     Subordinated Notes and Debentures    6,661,982  
     Other Liabilities    5,968,944  

     Total Liabilities   $ 185,993,964  

Equity
  
     Minority Interest in Subsidiaries   $ 1,029,440  
     Common and Preferred Stock    18,200  
     Surplus    11,804,040  
     Undivided Profits    7,821,678  

         Total Equity Capital   $ 20,673,358  

Total Liabilities and Equity Capital
   $ 206,667,322  

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/ Raymond S. Haverstock
Vice President

Date: January 20th, 2006

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