This page states the Terms and Conditions under which you may use this website. Cipher Pharmaceuticals Inc. (“Cipher”) may update this posting and may modify these Terms and Conditions at any time at its discretion. YOU MUST READ AND REVIEW THIS PAGE PERIODICALLY BECAUSE YOUR USE OF THIS WEBSITE IS SUBJECT TO THE TERMS AND CONDITIONS STIPULATED HEREIN. USAGE OF THIS WEBSITE SIGNIFIES YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS.
Use of Website
The information contained on this website has been prepared by Cipher and contains information pertaining to the business and operations of Cipher. The information contained on this website: (a) is provided as at the date hereof, is subject to change without notice, and is based on publicly available information, internally developed data as well as third party information from other sources; (b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in securities of Cipher; (c) is not to be considered as a recommendation by Cipher that any person make an investment in Cipher; and (d) is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities of Cipher in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Although we intend that this information is correct, we do not represent or guarantee the accuracy, adequacy or completeness of any of the information, its fitness for any particular purpose or the website’s freedom from computer viruses. The facts and information provided to users are for informational purposes only. Users should not rely on information on this website for any purpose other than for gaining general knowledge of Cipher. Material may be changed or updated without notice. Any other websites which you may access through this website are provided to you for convenience only. These other websites are independent from our website and we have no control over their availability or content. A hyperlink to these websites does not mean that we endorse or take any responsibility for the use or content of these websites. Accordingly, neither we nor any of our associates nor any other party involved in creating, producing or delivering this website, shall be liable in any manner whatever for any direct, indirect, incidental, consequential, or punitive damages, losses, liabilities, expenses or costs of whatever nature, arising from or attributable to anyone having access to, or using, or not being able to use, this website or any website which is hyperlinked to this website.
Where any opinion or belief is expressed on this website, it is based on certain assumptions and limitations and is an expression of present opinion or belief only. The third-party information has not been independently verified. While Cipher may not have verified the third-party information, it believes that it obtained the information from reliable sources and has no reason to believe it is not accurate in all material respects. No warranties or representations can be made as to the origin, validity, accuracy, completeness, currency or reliability of the information. Cipher disclaims and excludes all liability (to the extent permitted by law), for losses, claims, damages, demands, costs and expenses of whatever nature arising in any way out of or in connection with the information on this website, its accuracy, completeness or by reason of reliance by any person on any of it. The information on this website should not be construed as legal, financial or tax advice to any individual, as each individual’s circumstances are different. Readers should consult with their own professional advisors regarding their particular circumstances and Cipher assumes no liability for any consequences to the investor of any investment in Cipher's securities. A prospective investor is not entitled to rely on parts of the information contained on this website to the exclusion of others.
Any information on this website demonstrating or implying the historical performance of Cipher or any other entity addressed on this website is intended only to illustrate past performance of such entities and are not necessarily indicative of future performance of Cipher or such entities. An investment in Cipher's securities is speculative and involves substantial risk and is only suitable for investors that understand the potential consequences and are able to bear the risk of losing their entire investment.
An investment in Cipher may have tax consequences to the investor. Cipher assumes no responsibility for the tax consequences of any investment. Investors should confer with their own tax advisors regarding an investment in Cipher
Forward-Looking Statements
Included on this website is certain forward-looking information (as such term is defined under applicable Canadian securities laws) related to Cipher. This information relates to future events or future performance and reflects management's expectations and assumptions regarding the growth, results of operations, performance and business prospects and opportunities of Cipher. Such forward-looking information reflects management's current beliefs and is based on information currently available to management of Cipher and a number of assumptions that management believed were reasonable on the day such forward-looking information was presented. Refer, in particular, to the relevant sections of the website for a discussion of certain assumptions management has made in presenting forward-looking information. In some cases, forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "intend", "believe", "estimate", "predict", "potential", "continue" or the negative or grammatical variations of these terms or other similar expressions concerning matters that are not historical facts. In particular, information regarding Cipher's future operating results and economic performance is forward-looking information. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking information. See a description of certain of such risks in Cipher's financial statements, management's discussion and analysis and other public disclosure documents filed on www.sedar.com.
Forward-looking information relates to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and other uncertain events. Forward-looking information, by its nature, is based on assumptions, including those described below, and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to differ materially from those expressed in the forward-looking information. Any forecasts or forward-looking predictions or statements cannot be relied upon due to, among other things, changing external events and general uncertainties of the business. Results indicated in forward-looking information may differ materially from actual results for a number of reasons, including without limitation: expectations regarding future revenues, earnings, capital expenditures and operating and other costs; business strategy and objectives; market trends; the sufficiency of cash and working capital for future operating activities; expectations for other economic, business, regulatory and/or competitive factors related to Cipher or the industry it competes in generally; anticipated production capacity; and other events or conditions that may occur in the future.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. We caution readers not to place undue reliance on these statements as a number of important factors, many of which are beyond our control, could cause our actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, the extent and impact of the coronavirus (COVID-19) outbreak on our business including any impact on our contract manufacturers and other third party service providers, our ability to enter into development, manufacturing and marketing and distribution agreements with other pharmaceutical companies and keep such agreements in effect; our dependency on a limited number of products; our dependency on protection from patents that will expire; integration difficulties and other risks if we acquire or in-license technologies or product candidates; reliance on third parties for the marketing of certain products; the product approval process is highly unpredictable; the timing of completion of clinical trials, regulatory submissions and regulatory approvals; reliance on third parties to manufacture our products and events outside of our control that could adversely impact the ability of our manufacturing partners to supply products to meet our demands; we may be subject to future product liability claims; unexpected product safety or efficacy concerns may arise; we generate license revenue from a limited number of distribution and supply agreements; the pharmaceutical industry is highly competitive; requirements for additional capital to fund future operations; products in Canada may be subject to pricing regulation; dependence on key managerial personnel and external collaborators; no assurance that we will receive regulatory approvals in the U.S., Canada or any other jurisdictions and current uncertainty surrounding health care regulation in the U.S.; certain of our products are subject to regulation as controlled substances; limitations on reimbursement in the healthcare industry; limited reimbursement for products by government authorities and third-party payor policies; products may not be included on list of drugs approved for use in hospitals; hospital customers may make late payments or not make any payments; various laws pertaining to health care fraud and abuse; reliance on the success of strategic investments and partnerships; the publication of negative results of clinical trials; unpredictable development goals and projected time frames; rising insurance costs; ability to enforce covenants not to compete; risks associated with the industry in which we operate; we may be unsuccessful in evaluating material risks involved in completed and future acquisitions; we may be unable to identify, acquire or integrate acquisition targets successfully; legacy risks from operations conducted in the U.S.; inability to meet covenants under our long term debt arrangement; compliance with privacy and security regulation; our policies regarding returns, allowances and chargebacks may reduce revenues; certain current and future regulations could restrict our activities; additional regulatory burden and controls over financial reporting; reliance on third parties to perform certain services; general commercial litigation, class actions, other litigation claims and regulatory actions; the difficulty for shareholders to realize in the United States upon judgments of U.S. courts predicated upon civil liability of Cipher and its directors and officers who are not residents of the United States; the potential violation of intellectual property rights of third parties; our efforts to obtain, protect or enforce our patents and other intellectual property rights related to our products; changes in U.S., Canadian or foreign patent laws; litigation in the pharmaceutical industry concerning the manufacture and supply of novel and generic versions of existing drugs; inability to protect our trademarks from infringement; shareholders may be further diluted if we issue securities to raise capital; volatility of our share price; the fact that we have a significant shareholder; we do not currently intend to pay dividends; our operating results may fluctuate significantly; and our debt obligations will have priority over the common shares of Cipher in the event of a liquidation, dissolution or winding up.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. When reviewing our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Additional information about factors that may cause actual results to differ materially from expectations, and about material factors or assumptions applied in making forward-looking statements, may be found in in our filings with Canadian securities regulators. Except as required by Canadian securities law, we do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf; such statements speak only as of the date made. The forward-looking statements included herein are expressly qualified in their entirety by this cautionary language.
An investment in securities of Cipher is highly speculative and involves a high degree of risk and should only be made by persons who can afford the total loss of their investment.
Intellectual Property Notice
Copyright © 2018 Cipher Pharmaceuticals Inc. All rights reserved. Cipher either owns the intellectual property rights in the underlying HTML, text, audio clips, video clips and other content that is made available to you on this website, or has the right to use such content. All such content is protected by intellectual property and copyright laws of Canada, the U.S., the Quebec Civil Code and/or other foreign jurisdictions. Unauthorized use of the content may violate applicable copyright, trademark or other intellectual property laws or other laws.
Investment Decisions
The content that is made available to you on this website is for information purposes only and is not intended to constitute an offering of securities in any jurisdiction. Information disclosed under the corporate and securities laws of those Canadian jurisdictions applicable to Cipher is not intended to be in any way qualified, amended, modified or supplemented by the information otherwise available in, through or on this website. Due to the technical and security risks inherent in the Internet and because the document you access may differ from the original depending on your browser software, information set out in this website should not be used for the purpose of making investment decisions with respect to Cipher securities. If you are contemplating trading in Cipher securities, you should contact investor relations to obtain printed copies of the documents you wish to review.
Stock Price
All quotes of Cipher’s stock prices are delayed at least 15 minutes unless otherwise stated and are believed to be accurate but are not guaranteed or warranted by the Toronto Stock Exchange or Cipher. Potential investors should seek independent information and advice from qualified professionals prior to investment. Cipher makes no representation or warranty regarding the accuracy or completeness of any such stock price quotes or historical stock price data and has not taken any steps to verify, the adequacy, accuracy or completeness of the information provided herein and, under no circumstances, will be liable for any inaccuracies or omissions in any such information or data, any delays or errors in the transmission thereof, or any loss or direct, indirect, incidental, special or consequential damages caused by reliance on this information or the risks arising from the stock market.
Industry Information
This website contains or references certain market and industry data which is based upon information from independent industry publications, market research and other publicly available sources. Although Cipher believes these sources to be generally reliable, such information is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of data, the voluntary nature of the data gathering process and other inherent limitations and uncertainties. Cipher has not independently verified any of the data from third party sources referred to on this website and accordingly, the accuracy and completeness of such data is not guaranteed.
Limited License
Cipher grants to you a limited license to display on your computer, print, download and use all publicly available information on this website for any lawful purpose. Other contents such as logos, photographs, charts and the like are made available to you on this website, for non-commercial, personal purposes only and on condition that: (i) you do not modify any such content, and (ii) you include with and display on your copy of such content the Cipher copyright notice and this limited license. Nothing contained in this Section shall be construed as conferring any right in any copyright, trademarks or other intellectual property of Cipher or any other person who owns the copyright or other intellectual property in the content provided on this website. Any unauthorized downloading, re-transmission or other copying or modification of trademarks and/or the contents herein may be a violation of federal or common law, trademark and/or copyright laws and could subject the copier to legal action.
No Warranties
Cipher does not warrant the quality, accuracy or completeness of any claims, statements or information on our website. Further, Cipher makes no representations about the suitability of any of the information contained on this website for any purpose. Such information is provided “as is” without warranties or conditions, express or implied, of any kind. This website may include inaccuracies or typographical errors. In no event shall Cipher, including its officers, directors, employees, shareholders, agents, consultants, contractors or licensors, be liable for any damages whatsoever, including special, indirect or consequential damages, arising out of or in connection with the use of content available on this website. You agree that Cipher and any third-party mentioned on this website will not be responsible to you for any loss or damages, including direct, indirect, special or consequential damages or loss of data or loss of profit, even if Cipher or any such third-party has been advised of the possibility of such damage or loss.
Links to Other Sites
This website may contain links to other websites, which are provided solely as a convenience to you and not as an endorsement by Cipher of the contents of such other websites. Cipher is not responsible for the content of any other websites and does not make any representations or warranties regarding any other websites or the contents or materials on such websites. If you decide to access other websites, you do so at your own risk.
Severance
If any of these Terms and Conditions are determined to be illegal, invalid or otherwise unenforceable, then it shall be severed and deleted from these Terms and Conditions and the remaining Terms and Conditions shall survive, remain in full force and effect and continue to be binding and enforceable.
Internet Software or Computer Viruses
Due to technical difficulties inherent in the internet, internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this website. Computer viruses or other destructive programs may also be inadvertently downloaded from the website. Cipher shall not be liable for internet software, computer viruses or destructive programs and recommends that you install appropriate anti-virus or other protective software.
Governing Law
This website is controlled and operated by Cipher from its offices in the Province of Ontario, Canada. By accessing this website, you agree that all matters relating to access to, or use of this website, and all communications, transmissions and transactions associated with this website shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. These Terms and Conditions are governed by and to be construed in accordance with the laws of the Province of Ontario and the federal law of Canada applicable therein. You and Cipher also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario with respect to such matters.