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THIS WEB SITE IS PROVIDED TO YOU BY TRANSITION THERAPEUTICS INC. (THE “COMPANY”). YOUR USE OF THIS WEBSITE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS AS MAY BE AMENDED FROM TIME TO TIME (THE “TERMS”). YOUR USE OF THIS WEBSITE, INCLUDING BY ACCESSING, BROWSING, OR SUBSCRIBING TO THIS WEBSITE, CONSTITUTE YOUR ACCEPTANCE OF THE TERMS WITHOUT MODIFICATION. IF YOU DO NOT AGREE, PLEASE DO NOT USE THIS WEBSITE. THE COMPANY RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THIS WEBSITE AND THE TERMS AT ANY TIME AND YOU AGREE TO BE BOUND BY SUCH CHANGES, MODIFICATIONS, ADDITIONS OR DELETIONS.

1. Use of this website

This website, including all webpages, content, sounds, software, images, site design, text, graphics, the arrangement thereof, and other data or information contained in this website (the “Content”) is provided for informational purposes only. You may view and print out web pages from this website for personal, informational, and non-commercial use but may not otherwise copy, reproduce, modify, collect, republish, or catalogue any of the Content, without the Company’s consent. Except as expressly permitted by the Company, you may not use this website or the Content for commercial purposes.

2. Trade-mark and Copyright Notices

The Content is protected by copyright and other intellectual property laws, and is owned or controlled by the Company or the party credited as the provider of the Content. “Transition Therapeutics” and all other distinguishing words or logos relating to the Company are trade-marks of the Company and may not be used without the prior written consent of the Company. All other trade-marks, service marks, trade names and/or other marks referred to on this website are the property of their respective owners.

3. Restrictions on Use of this Website

Except as expressly provided herein, you may not use this website to engage in any unlawful activity or to infringe the rights of the Company. You further agree that you will and you will not allow your employees or agents to: (a) modify, republish, upload, post, transmit, sell or distribute in any way the Content, without the prior written permission of the Company; (b) translate, reverse engineer, decompile, disassemble the Content; (c) remove any proprietary notices or labels on the Content; (d) violate, plagiarize or infringe on the rights of any third party, including copyright, trade-mark, privacy or publicity, contract or other personal or proprietary rights; (e) interfere with the operation of this website, in any way or interfere with anyone’s use or enjoyment of this website or use this website to gain unauthorized access to other computer systems; (f) transmit any unlawful, harassing, libellous, defamatory, abusive, threatening, or harmful material of any kind or nature or transmit any material that encourages conduct that could constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable local, provincial, state, national or international law or regulation; (g) impersonate any person or entity on or through this website; (h) post any content that may be considered threatening, abusive, vulgar, obscene, or otherwise objectionable (i) copy, reproduce, modify, sell, lease, scrape content from or aggregate, sublicense, market, or otherwise change or commercially exploit in any way this website other than as may be expressly permitted in writing by the Company or as permitted pursuant to any fair use, fair dealing, or similar provisions of applicable laws. Any unauthorized use may subject you to civil liability and criminal prosecution under applicable laws. You agree that any copy of this website or the Content which you are permitted to take under the Terms shall retain all copyright and other proprietary notices in the same form and manner as on the original.

4. User Submissions

If the Company provides any services which enable you to communicate with or otherwise share information with other persons on this website (each a “Submission”), without limiting the generality of Section 3, you will not submit, publish, display, disseminate or otherwise communicate any libellous, defamatory, inaccurate, abusive, threatening, offensive or illegal material in any Submission. Transmission of such material or any material that violates any federal, provincial, or local law in Canada or the laws of any other jurisdiction where this website is accessed from in any Submission, shall constitute a material breach of the Terms, entitling the Company to terminate your rights to access this website. The Company does not and cannot review every Submission and is not responsible for, nor does it endorse, any content of the Submissions. You remain solely responsible for the content of your Submissions. The Company does not claim ownership of any Submission and will not pay you for it.

However, by providing the Submissions to any area of this website, including message boards, forums, contests and chat rooms, you grant to the Company, its affiliates, and sublicensees a royalty-free, perpetual, irrevocable, transferable, worldwide non-exclusive right to copy, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the Submission (in whole or in part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such Submission. You also warrant that the holder of any rights in such Submission, including any moral rights, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any user to access, display, view, store and reproduce such Submission for personal use. Subject to the Terms, the owner of such Submission placed on this website retains any and all rights that may exist in such Submission.

5. Disclaimers

(a) Accuracy of the Content

All Content is provided on an "as is" and "as available" basis for informational purposes only and is subject to change without notice. While this website is regularly updated, the Content may be inaccurate, out-of-date, or otherwise incorrect. The Company assumes no liability or responsibility for any such errors, omissions or inaccuracies and make no representations about the accuracy, reliability, completeness or timeliness of the Content. By using this website, you acknowledge and agree that the Company and its affiliates, shareholders, directors, officers and employees are not and will not be subject to any liability based on any errors or omissions in the Content, whether or not any of such persons knew or should have known of any such errors or omissions in the Content or were responsible for or participated in the inclusion or omission of Content in this website.

(b) Liability Disclaimer

THE COMPANY PROVIDES THIS WEBSITE AND THE CONTENT ON AN “AS IS” BASIS. TO THE MAXIMUM AS PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THE CONTENT AS PROVIDED ON THIS WEBSITE INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AND WARRANTIES REGARDING CURRENCY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, AND TIMELINESS OF ANY PRODUCT OR SERVICE. THE COMPANY DOES NOT WARRANT THAT THIS WEBSITE, ITS SERVERS, THE CONTENT, AND ANY COMMUNICATIONS FROM THIS WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK.

(c) No Solicitation

This website and the information contained on this website, including the Content, does not constitute an offer or a solicitation of an offer for the purchase or sale of any securities.

(d) No Reliance on Forward-Looking Statements

This website may include forward-looking statements about the operations, objectives and expected financial results of the Company and others as part of the Content. Statements that include the words “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of those words or other comparable terminology and similar statements of a future or forward-looking nature identify forward-looking statements. By their nature, such statements require the Company to make assumptions, and they are inherently subject to uncertainties that may be general or specific and arise from a variety of factors, including, but not limited to, legislative or regulatory changes, competition, technological developments and global economic and financial conditions. These factors, many of which are beyond the Company’s control, affect the Company’s operations, objectives, and expected financial results and could cause actual results, performance or achievements to differ materially from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Having this in mind, you are cautioned not to unduly rely on such forward-looking statements. They are not a substitute for the exercise of your own due diligence and judgment. The outcomes anticipated in forward-looking statements may not occur, and the Company does not undertake to update forward-looking statements, except as required by applicable securities law.

(e) No Relationship

Your use of this website is not intended and shall not be deemed to create any legal relationship of any kind between you and the Company, nor to amend or vary any existing legal relationship.

6. Limitation of Liability

(A) YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, LICENSORS AND LICENSEES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIMS WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, PROFITS, OR OTHER INTANGIBLE LOSSES, RELATED TO, OR ARISING FROM, DIRECTLY OR INDIRECTLY, (1) YOUR USE OR INABILITY TO USE THIS WEBSITE; (2) YOUR USE OF OR RELIANCE ON THE CONTENT CONTAINED IN OR THROUGH THIS WEBSITE; OR (3) ANY OTHER MATTER RELATED TO THIS WEBSITE.

(B) YOU AGREE THAT THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, LICENSORS AND LICENSEES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER AND HOWSOEVER CAUSED, ARISING OUT OF OR IN CONNECTION WITH THE USE OR MISUSE OF THIS WEBSITE OR IN RELIANCE OF THE CONTENT AVAILABLE ON THIS WEBSITE, INCLUDING ANY BUSINESS INTERRUPTION, LOSS OF USE, LOST DATA, LOST PROFITS OR ANY OTHER PECUNIARY LOSS, WHETHER IN ACTION OF CONTRACT, CIVIL LIABILITY, NEGLIGENCE OR OTHER TORTUOUS ACTION, EVEN IF THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE.

7. Indemnity

You agree to indemnify, defend and hold harmless the Company and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees, from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach of the Terms, your misuse of this website or your violation of any law or the rights of a third party. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall cooperate as fully as reasonably required in the defense of any such claim.

8. Termination

The Company may, in its sole discretion, terminate the Terms and terminate or suspend your access to all or part of this website, or any portion thereof, at any time without notice and for any reason, including and without limitation, breach of the Terms or transmission of any illegal or offensive content or unsolicited advertising to this website. Sections 4, 5, 6, 10, 11, and 12 survive termination.

9. Hyper-Links to Third Party Sites

This website may contain hyper-links to third party websites. Because the Company has no control over such sites, access to any other Internet sites linked to this website is at your own risk and you understand that the Company is not responsible for the availability, accuracy or reliability of the contents of any linked site or any link contained in a linked site (“Third Party Content”). The Company provides these links to you only as a convenience, and the inclusion of any link does not imply endorsement of any Third Party Content by the Company. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third Party Content.

10. Your Information

The Company collects, uses, and discloses your personal information in accordance with the Privacy Policy of this website. The Privacy Policy is incorporated into the Terms and is available at [Privacy Policy]. By providing personal information to the Company, you consent to the use of personal information in accordance with the Privacy Policy.

11. Jurisdictional Issues

The Company makes no representation that materials on this website are appropriate or available for use in all locations and is void where prohibited by law. Those who choose to access this website do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

12. General

The Company controls this website from Toronto, Ontario, Canada. These Terms of Use and your use of this website shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to any choice of law or conflict of law principles, and without reference to the UNCITRAL Convention on Contracts for the International Sale of Goods. Any dispute arising under this Agreement shall be resolved exclusively by the courts located in Toronto in the province of Ontario. You agree not to bring any legal action against the Company in any jurisdiction except the Province of Ontario and you shall submit and consent to such jurisdiction. If any provision of this Agreement shall be deemed unlawful by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions.

13. Check Back Frequently

Please check back frequently to see any updates or changes to the Terms . Your continued use of this website following the posting of changes will mean you accept and agree to be bound by such changes.
© 2013 Transition Therapeutics Inc.