Terms of Service

LEGAL NOTICES AND TERMS OF USE

This website is intended solely to provide information regarding Leerink Transformation Partners’ (“LTP”) potential financing capabilities for prospective portfolio companies.

By using this website (together with any other websites maintained by LTP that may be accessed through this website, including any password-protected areas, this “Website”), you agree to abide by these terms and conditions (the “Terms and Conditions of Use”). If you do not agree to abide by these Terms and Conditions of Use, you agree that your sole and exclusive remedy is to discontinue using this Website. Your compliance with these Terms and Conditions of Use and any Other Agreements (as defined below) is a condition to your right to access this Website. Your breach of any provision of these terms of use or other agreements will automatically, without the requirement of notice or other action, revoke and terminate your right to access the site and you will be fully liable for conversion, misappropriation, trespass to chattels and all other claims and causes, regardless of the identity of claimant or injured party, arising from or relating to your continued use of the Website after such breach.

LTP reserves the right, in its sole discretion, to change, modify, add or remove any portion of this Website, including the Terms and Conditions of Use, in whole or in part, at any time, without prior notice to you. Changes will be effective when posted. For this reason, each time you use the Website, you should visit and review the then current Terms and Conditions of Use that apply to your use of the Website. The date of the last revision or update appears at the top of the Terms and Conditions of Use under the title.

Nothing contained in these Terms and Conditions of Use is intended to modify or amend any other written agreement you may have with LTP (“Other Agreements”), if any, that may currently be in effect. In the event of any inconsistency between these Terms and Conditions of Use and any Other Agreements, the Other Agreements will govern. To the extent these Terms and Conditions of Use conflict with the terms and conditions of use relating to any password-protected area of this Website, the more specific terms and conditions of use relating to such password-protected area shall control.

Companies featured on our homepage are comprised of active investments with which we hold a board seat or observation rights.

USE OF THE WEBSITE

All materials, including but not limited to images, text, data, illustrations, designs, icons, photographs, programs, downloads, services and content (each “Content” and collectively, the “Contents”) that are part of the Website are intended solely for personal, non-commercial use. LTP authorizes you to view and access a single copy of the Content available on this Website for your own use. You are not permitted to reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any such Content for commercial use. Please be advised that LTP may record certain usage information, such as the number and frequency of visitors to this Website.

LINKED SITES

This Website provides links to websites operated by third-parties with or without LTP’s consent. LTP makes no warranty or representation regarding, does not endorse, and does not accept any responsibility for, any websites linked to or from this Website or the information appearing thereon or any of the products or services described thereon. We encourage you to review the privacy policies and user agreements of all other websites that you visit as such policies and agreements will govern your use of those websites.

INTELLECTUAL PROPERTY

“Leerink Transformation Partners” is a registered trademark. All trademarks and all logos and copyrighted materials displayed on this Website, other than those of LTP, are the property of their respective owners, who may or may not be affiliated with LTP. Access to this Website does not confer any license under any of LTP’s or any third party’s intellectual property rights or otherwise authorize anyone to use any trademark or logo.

NO OFFERS OR ADVICE/FORWARD-LOOKING STATEMENTS/HISTORICAL INFORMATION

The information provided on this website, including information regarding current and historical portfolio companies, is for informational purposes only and is not intended to recommend any company or investment described herein. Nothing contained herein constitutes an offer to sell or a solicitation of an offer to buy any interest in any investment vehicle or any company in which the LTP Advisers have invested. An offer or solicitation will be made only through a final private placement memorandum, subscription agreement and other related documents with respect to a particular investment opportunity and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor. LTP is not utilizing the Website to provide investment or other advice and nothing contained herein constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. While LTP uses reasonable efforts to obtain information from sources believed to be reliable, LTP makes no representation that the information or opinions contained in the Website are accurate, reliable or complete. You are solely responsible for evaluating the risks and merits regarding use of the Website and should obtain relevant and specific professional advice before making any investment decision.

Certain information on this Website may contain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date on which they are made. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “aim”, “will” or similar expressions are intended to identify forward-looking statements. LTP undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Any transactions described on the Website as having been engaged in by LTP Advisers are included as representative transactions and are not necessarily reflective of overall results of LTP’s’ business and representative investments are not to be considered a complete list of all investments made or currently held by funds advised LTP (“LTP Funds”). In any event, past performance is not indicative of future results and it should not be assumed that results for portfolio investments will be achieved for other investments; no representation is being made that any investment or transaction will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. The market analysis, estimates and similar information, including all statements of opinion and/or belief, contained in the documents accessible through this website are subject to inherent uncertainties and qualifications and are based on a number of assumptions. You should carefully review the information provided regarding such analysis and assumptions. Not all portfolio investments had the characteristics, prospects, or projected successes highlighted.

ADVISORY SERVICES

LTP Advisers provides investment advisory services only to privately offered funds. LTP does not solicit or make their services available to the public or other advisory clients. The InvestranDX Web Site is solely for the use of existing limited partners of investment funds advised by LTP and is intended to provide electronic copies of information that existing limited partners have received already as investors in LTP Funds.

LTP Advisers operates, or intend in the future to operate, as SEC-registered investment advisers. Registration with the SEC does not imply a certain level of skill or training.

COMPLIANCE WITH APPLICABLE LAW

Unless otherwise expressly set forth herein, LTP makes no representation that materials on this Website are appropriate or available for use in any particular location. If it is illegal or prohibited in your country of origin to access or use this Website, then you should not do so. Those who choose to access this Website do so on their own initiative and are responsible for compliance with local laws.

Password and Security Notification Certain additional information and services available on this Website may be accessible to you only if you have been provided with a Username and Password (“Password User”). Use of such additional information and services shall be subject to additional terms and conditions. You, as a Password User, are solely responsible for (1) maintaining the confidentiality of the password and user ID and (2) all activities that occur by users of the password and user ID. The Password User shall immediately notify LTP of any loss or theft of the password, or if the confidentiality of the password has otherwise been compromised in any way. LTP will not be responsible or liable for any loss, expense or damage arising in any way from use of the password and user ID and/or the accessing of information or materials therewith.

DISCLAIMER AND INDEMNITY

This website and the information and materials on this website are provided “as is” and without warranties or representations of any kind either expressed or implied and LTP and its affiliates disclaim all warranties, expressed or implied, including but not limited to, implied warranties or merchant ability and fitness for a particular purpose. LTP does not warrant the accuracy, completeness, reliability, availability or timeliness of any information on this website or that this website will operate “error free.” In no event shall LTP, or their affiliates, or any of their respective partners, stockholders, members, managers, officers, directors, employees, agents, funds and such funds’ limited partners (collectively, the “LTP Parties”), be responsible for any damages, liabilities or injury, including indirect, incidental, special, punitive, multiple, consequential or other damages, however caused, arising out of your use of (or inability to use) this website.

If your use of this Website gives rise to any third party claim against you or any LTP Party, you agree to (i) indemnify and hold harmless the LTP Parties with respect to any such claim, (ii) release the LTP Parties from any such claim and (iii) waive all laws that may limit the efficacy of such release.

LIMITATION OF LIABILITY

You acknowledge and accept that: (1) notwithstanding the reasonable efforts by LTP to avoid technological problems, the Website may not be available, may not function properly or may have or cause technological problems (including, without limitation, computer malfunction, failure of performance, delays, interruptions, defects, errors, worms or viruses) from time to time; and (2) notwithstanding any reasonable security precautions that LTP or its designee may take, LTP or its designee cannot, and does not, guarantee that the Website will be free of security problems (including, without limitation, unauthorized interception of data or communications).

Information on the Website speaks only as of the date indicated. While we make reasonable efforts to provide accurate information, at times we may not promptly update or correct the Website even if we are aware that it is inaccurate, outdated or otherwise inappropriate.

LTP will not be liable for any damages or injury, including but not limited to special or consequential damages, that result from the use of (or the inability to use) this Website and its contents, or a website linked to this Website, including any damages or injury caused by any failure of performance, error, omission, interruption, defect, delay in operation, computer virus, line failure, or other computer malfunction, or from any action that you take or decision you make in reliance on any information contained in the Website.

Notwithstanding the foregoing, nothing contained in preceding paragraphs or elsewhere shall constitute a waiver by you of any of your legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.

GOVERNING LAW

These Terms and Conditions of Use shall be governed by the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws provisions. Any dispute relating to these Terms and Conditions of Use shall be brought solely in the state or federal courts located in Boston, Massachusetts and you agree that such courts shall have jurisdiction over you in connection with any such dispute.

SEVERABILITY

If any provision of these Terms and Conditions of Use are deemed unlawful, void, or for any reason unenforceable, than that provision will be deemed severable from these Terms and Conditions of Use and will not affect the validity and enforceability of the remaining provisions.