EXHIBIT 7.2
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
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I.R.S. Employer Identification ▇▇.
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(Address of principal (Zip Code)
executive offices)
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U.S. Bank National Association
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(▇▇▇) ▇▇▇-▇▇▇▇
(Name, address and telephone number of agent for service)
AXCAN PHARMA, INC.
(Issuer with respect to the Securities)
Canada N/A
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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Address of Principal (Zip Code)
Executive Offices)
DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
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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 December 31, 2002,
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. ▇▇▇▇, State of Minnesota on the 26th day of March, 2003.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
Vice President
By: /s/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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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: March 26, 2003
U.S. BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
Vice President
By: /s/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Assistant Vice President
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EXHIBIT 7
U.S. BANK NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 12/31/2002
($000'S)
12/31/2002
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ASSETS
Cash and Due From Depository Institutions $10,868,204
Federal Reserve Stock 0
Securities 28,139,801
Federal Funds 873,395
Loans & Lease Financing Receivables 116,078,132
Fixed Assets 1,389,233
Intangible Assets 9,218,064
Other Assets 9,482,963
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TOTAL ASSETS $176,049,792
LIABILITIES
Deposits $121,684,914
Fed Funds 5,858,510
Treasury Demand Notes 0
Trading Liabilities 402,464
Other Borrowed Money 17,397,658
Acceptances 148,979
Subordinated Notes and Debentures 5,696,532
Other Liabilities 5,200,399
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TOTAL LIABILITIES $156,389,456
EQUITY
Minority Interest in Subsidiaries $992,867
Common and Preferred Stock 18,200
Surplus 11,314,669
Undivided Profits 7,334,600
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TOTAL EQUITY CAPITAL $19,660,336
TOTAL LIABILITIES AND EQUITY CAPITAL $176,049,792
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
Vice President
Date: March 26, 2003