Disclaimers

 

Website Terms and Conditions

By accessing this website (the “Site”) or downloading its content, you agree to be bound by the terms and conditions set out in this legal notice and any other law, regulation, rule or ordinance that applies to the Site. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS THE SITE OR DOWNLOAD ITS CONTENT.

Medison (as defined below) may revise any of these terms and conditions at any time without notice, by updating this posting and your continued use of the Site following the posting of changes to these terms and conditions will mean you accept such changes.

The information contained on the Site is made available by or on behalf of Medison Biotech (1995) Ltd. [NTD: Confirm identity of appropriate Medison entity], (“Medison”) for information purposes only in connection with the annual general meeting of shareholders of Knight Therapeutics Inc. (“Knight”), including any and all adjournments or postponements of such meeting (the “Meeting”).

By using the Site and submitting your Personal Information (as defined in Medison’s Privacy Policy), you are consenting to Medison’s treatment of your Personal Information and Technical Information (as defined in Medison’s Privacy Policy) as described in Medison’s Privacy Policy. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS OR MEDISON’S PRIVACY POLICY, DO NOT ACCESS THE SITE OR DOWNLOAD ITS CONTENT.

In connection with the Meeting, Medison may file an information circular (the “Medison Circular”) containing the information required by Form 51-102F5 – Information Circular in respect of nominees that it may propose (the “Medison Nominees”) for election to the board of directors of Knight at the Meeting.

Once the Medison Circular is available, investors and shareholders may obtain free copies of the Medison Circular on the Site or Knight’s company profile on the SEDAR website at www.sedar.com. Shareholders may also obtain free copies of the Medison Circular and other relevant documents by calling Medison’s proxy solicitation agent, Shorecrest Group, at 1-888-637-5789 (toll-free) or (647) 931-7454 (collect calls accepted) or e-mail at [email protected] SHAREHOLDERS OF KNIGHT ARE STRONGLY ADVISED TO READ THE MEDISON CIRCULAR BECAUSE IT CONTAINS IMPORTANT INFORMATION.

Copyright and Trademarks

Certain material found on the Site is protected by copyright. Certain names, graphics, logos, icons, designs, words, titles or phrases on the Site may constitute trade names, trademarks or service marks of Medison or other entities. Trademarks may be registered in Canada and in other countries. The display of trademarks on pages at the Site does not imply that a license or right to use of any kind has been granted. Except for non-commercial, personal or educational purposes, where the material is not modified and that copyright or trademark notices are not deleted, materials may not be copied, reproduced, modified, uploaded, posted, transmitted, or distributed in any way without Medison’s prior written approval. Any unauthorized downloading, re-transmission or other copying or modification of trademarks and/or the contents of the Site may be a violation of federal or common law, trademark and/or copyright laws and could subject the copier to legal action.

Hyperlinks

Hyperlinks available on the Site will allow you to link to websites not maintained or controlled by Medison. Medison provides these links for your convenience only and is not responsible for the content of any linked website and makes no representation or endorsement whatsoever about any other website that you may access through the Site. It is your responsibility to ensure that any website you choose to use is free of potentially destructive items such as viruses.

No Offer, Invitation, Solicitation or Recommendation to Invest, Buy or Sell

No information on the Site constitutes or shall be deemed to constitute an offer, invitation, solicitation or recommendation to invest or otherwise deal in shares or other securities of Knight and the information contained herein does not constitute an offer to purchase or the solicitation of an offer to sell any such securities. The Site must not be relied upon in connection with any investment decision. If you are considering an investment, you should make your own, independent assessment and obtain appropriate professional advice.

Information Accuracy

The information on the Site is provided “as is” without warranties of any kind either express or implied. Due to the nature of the internet, none of Medison, its affiliates or funds managed by it or any of their respective directors, officers, partners, members, employees, consultants, agents or other representatives can or does guarantee the currency, accuracy, completeness, non-infringement or authenticity of the information contained in the Site or its suitability for any purpose. All information contained on the Site, including all stock price information, is provided for informational purposes only, and is not intended for, or to be relied upon, for any trading, business, financial or other purposes. IN NO EVENT WILL MEDISON, ITS AFFILIATES, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR THE CONTENT AVAILABLE OR REFERRED TO ON THE SITE, OR ANY OTHER WEBSITE YOU MAY ACCESS THROUGH THE SITE.

Cautionary Statement About Forward-Looking Information

Certain statements and information contained in the Site, the documents accessible on the Site and the documents incorporated by reference in the Site may constitute “forward-looking information”, as such term is defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions as they relate to Medison or Medison’s intentions or  objectives as they relate to Knight and its shareholders, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information.

Material factors or assumptions that were applied in providing forward-looking information, include, but are not limited to, Knight’s future growth potential, its results of operations, future cash flows, the future performance and business prospects and opportunities of Knight, the election  and support of the Medison Nominees, if any individuals are in fact nominated by Medison, the ability of the Medison Nominees, if any individuals are in fact nominated by Medison and if elected, to effect positive change at Knight, the implementation and timing of Knight’s business strategy and the current general regulatory environment and economic conditions remaining unchanged.

Forward-looking information contained in the Site, the documents accessible on the Site and the documents incorporated by reference in the Site reflect the current views, expectations and intentions of Medison regarding future events and operating performance of Knight, and speak only as of the date of the document in which the forward-looking information is provided or made. Such forward-looking information is based on currently available competitive, financial and economic data and operating plans and are subject to known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of Knight, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Uncertainty and volatility regarding global financial and credit markets may impact the global, North American and Canadian economies in unpredictable ways and may impact the results of Knight in a manner which is currently impossible to ascertain. Many other factors could also cause Knight’s actual results, performance or achievements to vary from those expressed or inferred herein, including without limitation, the possibility that the anticipated benefits from the election of  the Medison Nominees cannot be fully realized or may take longer to realize than expected;the ability of Knight to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners following the election of the Medison Nominees; the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; availability of credit and other financing; and the financial markets in general; increases in costs; regulation and policies; interest rate and exchange rate fluctuations; general economic conditions and other risks involved in the pharmaceutical industry. Many of these risks and uncertainties could affect Knight’s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking information provided by Medison. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Medison’s course of action would depend upon its assessment of the future considering all information then available.

Should any factor affect Knight or Medison in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. All of the forward-looking information reflected in the Site is expressly qualified by this cautionary statement. In addition, each document accessible on the Site and the documents incorporated by reference in the Site may contain cautionary statements qualifying forward-looking information contained therein. Moreover, Medison does not assume responsibility for the accuracy of completeness of such forward-looking information. There can be no assurance that the results or developments anticipated by Medison will be realized or, even if substantially realized, that they will have the expected consequences for Knight. Forward-looking information contained in the Site, the documents accessible on the Site and the documents incorporated by reference in the Site is made as of the date of the document in which the forward-looking information is provided or made and except as may be required by applicable law, Medison disclaims any intention and assumes no obligation to publicly update or revise any forward-looking information whether as a result of new information, future events or otherwise.

Indemnity

As a user of the Site, you agree to defend, indemnify and hold Medison, its affiliates, officers, partners, members, employees, consultants, agents and other representatives harmless from any and all claims, liabilities, costs and expenses, including attorneys’ fees, related to your violation of the terms and conditions of this legal notice.

Jurisdiction

The use of the Site by a person in a jurisdiction outside of the Province of Ontario does not subject Medison, its affiliates, officers, partners, members, employees, consultants, agents or other representatives to judicial process in or to the jurisdiction of courts or other tribunals in any other jurisdiction or location. The Site shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All disputes, proceedings or claims arising out of or in connection with the Site shall be submitted and be subject to the exclusive jurisdiction of the Courts of the Province of Ontario. Medison does not represent or warrant that materials on the Site are appropriate or available for use in locations other than Canada. If you choose to access the Site from other locations, you do so at your own risk and are responsible for compliance with any and all local laws. By using the Site from a location other than Canada and/or providing us with your information, you are aware of and are consenting to the transfer of information you provide to Medison to the offices of our proxy solicitation agents in Canada and the United States of America.

Changes

Material on the Site may contain technical or other inaccuracies, omissions, or typographical errors, for which none of Medison, its affiliates, officers, partners, members, employees, consultants, agents or other representatives assumes responsibility. The information contained on the Site is subject to change and update at any time and from time to time without prior notice.

Miscellaneous

The terms and conditions of this legal notice constitute the entire agreement between Medison and the users of the Site with respect to the users’ use of the Site. Medison’s failure to insist upon or enforce strict performance of any provision of that agreement shall not be construed as a waiver of any right on its part. If any part of this legal notice is determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, that determination shall not affect the remaining provisions of this legal notice.