Legal Notice

NantKwest, Inc. – Terms of Use

These terms govern your usage of any content at www.nantkwest.com (the “Website”) maintained by NantKwest, Inc. and its affiliates or subsidiaries from time to time (the “Company”).  Please read these terms before using the Website. By using this Website, you agree to abide by the Company’s then-current Website terms of use and privacy policy and all applicable laws, statutes and/or regulations (the “terms”).  If you do not agree to all of these terms, do not access or otherwise use the Website.  The Company reserves the right in its sole discretion to amend, modify, supplement or replace these terms at any time and for any reason.  Please check these Terms periodically for changes. Your continued usage of the Website after any change will be deemed an acceptance of such changed terms.  Notwithstanding the foregoing, no revisions to these terms will be effective with respect to any dispute that arose between you and the Company prior to the date of such revision.

The Website has been designed to provide general information about the Company and its products and other related information from time to time. The information contained in this Website is not intended to provide investment or medical advice.

Everything you see on this Website (the “Content”), including, for example, all of the text, directories, photographs, illustrations, graphics, audio clips, video clips, and audio-video clips, is copyrighted under United States law and applicable international copyright laws and treaty provisions. The copyrights for the Content are owned by Company or by one of its affiliates, or by third parties who have licensed their materials to Company. The entire Content of this website is copyrighted as a collective work under United States law and applicable international copyright laws and treaties. Company owns the copyright in the selection, coordination, arrangement and enhancement of the Content. You may download, store, print, and copy selected portions of the Content of this Website, provided you:

  • Only use the Content you download for your personal, noncommercial use or to further your business dealings with Company
  • Do not publish or post any part of the Content on any other Internet site without obtaining the prior written consent of Company
  • Do not publish or broadcast any part of the Content in or on any other media without obtaining the prior written consent of Company
  • Do not modify or alter the Content in any way or delete or modify any copyright or trademark notices or notices of confidentiality.

No right, title or interest in the downloaded Content is transferred to you when you download Content from this Website. Company reserves all intellectual property rights in any Content you download from this Website. Except as expressly stated above, you may not copy, download, print, publish, display, perform, distribute, transmit, transfer, translate, modify, add to, update, compile, abridge or in any other way transform or adapt all or any part of the Content without first obtaining written permission from Company.

All product names, regardless of whether or not they appear in large print or with a trademark symbol, are trademarks of the Company, its licensees, or other third parties. The use or misuse of these trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, publication rights and communications regulations and statutes. Please be aware that the Company actively and aggressively enforces its intellectual property rights to the fullest extent of the law.

While The Company intends to periodically update this Website, it undertakes no obligation to do so and makes no representations or warranties as to its accuracy or completeness. Access to and use of the content is solely at your own risk, and neither The Company nor any party involved in creating content for the Website and/or maintaining or delivering this Website shall be liable for any damage of any kind arising out of the access, use or the inability to access or use this Website, or for any omissions or errors contained in the Website.

Company welcomes your comments and feedback regarding this Website. All information and materials, including comments, ideas, questions, designs, and the like, submitted to Company through this Website will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. For this reason, we ask that you not send us any information or materials that you do not wish to assign to us, including any confidential information or any original creative materials such as product ideas, computer code, or original artwork. By submitting information or materials to Company through this Website, you assign to Company, free of charge, all worldwide rights, title and interest in all copyrights and other intellectual property rights in the information or materials you submit. Company will be entitled to use any information or materials you submit through this website for any purpose whatsoever subject to the Privacy Policy, without restriction and without compensating you in any way.

The Company may provide links to other sites, including social media sites such as Facebook or Twitter (“Third Party Sites”), including the content therein, or may embed certain content delivered by third parties, such as stock quotes delivered by Thompson-Reuters (such third party content, whether located at Third Party Sites or embedded within this Website is collectively referred to herein as “Third Party Content”).  The Company has no control over any Third Party Sites or Third Party Content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Third Party Sites or Third Party Content. The Company provides links to or embeds Third Party Sites or Third Party Content only as a convenience, and the inclusion of any link to a Third Party Site or any Third Party Content on the Website does not imply our affiliation, endorsement, or adoption of the linked or embedded Third Party Site or Third Party Content. ACCESS AND USE OF THIRD PARTY SITES AND THIRD PARTY CONTENT IS SOLELY AT YOUR OWN RISK. Our terms and policies do not govern your use of any site other than the Website. You should review applicable terms and policies, including the privacy and data gathering practices, of any Third Party Sites.

GENERAL DISCLAIMER

Not all product candidates and/or services referenced in the Website are proprietary to the Company and may be owned or controlled by third parties, including the Company’s affiliates.

FORWARD LOOKING STATEMENT DISCLAIMER

This Website may contain forward-looking statements within the meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that are based on management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, but are not limited to:

  • our ability to pioneer immunotherapy, harness the power of the innate immune system, implement precision cancer medicine and change the current paradigm of cancer care;
  • our expectations regarding the potential benefits of our strategy and technology;
  • our ability to utilize multiple modes to induce cell death;
  • our beliefs regarding the benefits and perceived limitations of competing approaches, and the future of competing technologies and our industry;
  • our beliefs regarding the success, cost and timing of our product candidate development activities and clinical trials;
  • the timing or likelihood of regulatory filings or other actions and related regulatory authority responses, including any planned investigational new drug (IND) filings or pursuit of accelerated regulatory approval pathways or orphan drug status and breakthrough therapy designations;
  • our ability to implement an integrated discovery ecosystem and the operation of that planned ecosystem;
  • our expectations regarding our ability to utilize the Phase I aNK clinical trial data to support the development our other product candidates;
  • our ability to produce an “off-the-shelf” therapy;
  • our beliefs regarding the potential manufacturing and distribution benefits associated with our product candidates, and our ability to scale up the production of our product candidates;
  • our ability to obtain and maintain intellectual property protection for our product candidate and not infringe upon the intellectual property of others;
  • the ability and willingness of strategic collaborators, including certain of our affiliates, to share our vision and effectively work with us to achieve our goals;
  • the ability and willingness of various third parties to engage in research and development activities involving our product candidates, and our ability to leverage those activities; and
  • regulatory developments in the United States and foreign countries.

 

Factors that could cause our results to differ materially from those expressed in forward-looking statements include, without limitation:

  • the fact that our business is based upon the success of our aNK cells as a technology platform;
  • our aNK platform and other product candidate families, including genetically modified taNK, haNK and t-haNK product candidates, will require significant additional clinical testing;
  • even if we successfully develop and commercialize our aNK product candidate, we may not be successful in developing and commercializing our other product candidates either alone or in combination with other therapeutic agents;
  • we may not be able to file INDs, to commence additional clinical trials on timelines we expect;
  • we will need to obtain substantial additional financing to complete the development and any commercialization of our product candidates; and
  • risks associated with our ability to enforce intellectual property rights.

 

Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. We discuss these risks in certain filings we have made with the Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this presentation.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.  No representation or warranty, express or implied, is given as to the completeness or accuracy of the information or opinions contained on the Website and we do not accept any liability for any direct, indirect or consequential loss or damage arising from reliance on such information or opinions. Past performance should not be taken as an indication or guarantee of future performance.  You should review this Website completely and with the understanding that our actual future results may be materially different from what we expect.

In addition, prospective investors should not rely on the information on the Website, but only such information delivered to the prospective investor to the extent set forth therein (i.e. investor prospectus or private placement memorandum).

THE INFORMATION ON THIS WEBSITE IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY INTEREST IN THE COMPANY.

Indemnification

By accessing and/or using the Website, you agree to indemnify, defend and hold the Company, our subsidiaries, affiliates and parents, and their respective officers, directors, employees, members, agents, representatives, consultants, legal and business advisors, business partners, information providers, licensors and licensees and their respective successors, heirs and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees and expenses, incurred by the Indemnified Parties in connection with (directly or indirectly) or any claim arising out of, or breach by you of, these terms or from your unauthorized use of this Website. You agree to cooperate as fully as required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement that affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them, without our prior written approval.

Disclaimer of Warranties and Liability

THE CONTENT ON THE WEBSITE IS PROVIDED “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE” AND THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, CREATED BY LAW, CONTRACT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT ACCESS TO THE WEBSITE WILL BE AVAILABLE ON A CONTINUOUS BASIS, WILL BE UNINTERRUPTED, OR THAT THE INFORMATION CONTAINED ON THE WEBSITE WILL BE TIMELY, COMPLETE OR ERROR FREE.

EACH PERSON ASSUMES FULL RESPONSIBILITY AND ALL RISKS ARISING FROM ACCESS AND USE OF THE WEBSITE. IN NO EVENT SHALL ANY OF NANTKWEST INC., OUR SUBSIDIARIES, AFFILIATES AND PARENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, REPRESENTATIVES, CONSULTANTS, LEGAL AND BUSINESS ADVISORS, BUSINESS PARTNERS, INFORMATION PROVIDERS AND LICENSORS AND THEIR RESPECTIVE SUCCESSORS, HEIRS AND ASSIGNS BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL (INCLUDING LOSS OF PROFIT), PUNITIVE OR OTHER DAMAGES ARISING FROM OR IN CONNECTION WITH THE EXISTENCE, ACCESS OR USE OF THE WEBSITE OR THE INABILITY TO USE OR LOSS OF DATA CONTAINED WITHIN THE WEBSITE, REGARDLESS OF WHETHER THE COMPANY OR ANY OF THE OTHER ENTITIES OR PERSONS LISTED ABOVE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE COMPANY’S LIABILITY, AND THAT OF ITS SUBSIDIARIES, AFFILIATES OR PARENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, BUSINESS PARTNERS, INFORMATION PROVIDERS AND LICENSORS AND THEIR RESPECTIVE HEIRS AND ASSIGNS IS LIMITED TO THE FULLEST EXTENT ALLOWED BY SUCH STATES’ LAWS.

We do not warrant that the functions or informational materials contained in or accessed through our Website are free of computer viruses or other harmful components. Although we make a good faith effort to update the content of our Website periodically, we do not have a duty to update information contained in our Website, and we will not be liable for any failure to update such information.

The Company assumes no responsibility or liability arising from the content of the Website nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any information within the Website or accessed through the Website.

Miscellaneous

These terms constitute the entire agreement between you and the Company and govern your use of the Website and any information or services offered on the Website. This agreement supersedes any prior terms of use or other agreements between you and the Company concerning use of this Website.

Access to the information on this Website may be terminated at any time and for any reason without prior notice. To the extent so requested by the Company, you agree to immediately return all copies and forms of the information provided to you and not to further distribute or discuss the contents of any such information without the prior written consent or authorization of the Company.

These terms are governed by and shall be construed in accordance with the laws of the State of Delaware without regard to its conflict of law provisions. By accessing or using this Website, you agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the State of Delaware for resolution of any disputes arising out of or relating to these terms or your use of the Website. You agree that, except as expressly provided herein (and other than the Company and its affiliates), there shall be no third party beneficiaries of these terms.

The failure by us to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision, and no waiver shall be enforceable unless in writing and signed by the party against whom enforcement is sought.

If any portion of these terms is held to be unenforceable, the unenforceable portion will be construed in accordance with the relevant law to as nearly as possible reflect the original intentions of the parties and the remainder of these terms will be enforced as written.


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