EX-25.1 8 ex25-1.txt STATEMENT OF ELIGIBILITY ON FORM T-1 1 EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------- FORM T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee -------------------- 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) -------------------- 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) 2 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 3 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 -------------------------------------- Tamara Mawn Vice President Attest: /s/ GONZALO UREY -------------------------- Gonzalo Urey Assistant Vice President 4 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 --------------------------------------- Tamara Mawn Vice President 5 U.S. BANK TRUST NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION AS OF 03/31/00 ($000'S) 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 -------- TOTAL ASSETS: 145,650 -------- LIABILITIES: Other Liabilities: 7,410 -------- TOTAL LIABILITIES: 7,410 -------- 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) -------- TOTAL EQUITY CAPITAL: 138,240 -------- TOTAL LIABILITIES AND EQUITY CAPITAL: 145,650 -------- --------------------------------------------------------------------------------------------------
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