This website (the “Site”) contains information about Otsuka Holdings Co., Ltd. (“Otsuka Holdings”) and Otsuka Nutraceutical Emerging Ventures LLC. (“ONCE Ventures”), (collectively, “Otsuka,” the “Company,” “we”, “our” or “us”). Access to and use of this Site is subject to the following terms and conditions and all applicable laws. By accessing and using the Site, you agree that you have read and understood, and, as a condition to your use of the Site, you agree to be bound by and to comply with these Terms of Use, including the Privacy Policy, (together, these “Terms of Use”) without limitation or qualification and you acknowledge that it supersedes any other agreement between you and Company regarding this subject matter. If you are not eligible, or do not agree to these Terms of Use, then you do not have our permission to use the Site. These Terms of Use may be revised by Company from time to time and you should therefore review them on your next visit to the Site. Your continued use of the Site following any such posting will be deemed as consent to the new notice, term or condition. Your use of the Site, and our provision of the Site to you, constitutes an agreement by us and by you to be bound by these Terms of Use. The Otsuka Privacy Policy (the “Privacy Policy”) is incorporated by this reference into, and made a part of, these Terms of Use.

1. You must be at least 18 years old to use the Site. By agreeing to these Terms of Use, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Site or any other service provided by Company; and (c) your use of the Site is in compliance with any and all applicable laws and regulations.
2. These Terms of Use are effective beginning when you accept the Terms of Use or first access, or use the Site, and ending when terminated as described in this Section 2. If you violate any provision of these Terms of Use, your authorization to access the Site and these Terms of Use automatically terminate. In addition, Company may, at its sole discretion, terminate these Terms of Use, or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice. Upon termination of these Terms of Use: (a) your license rights will terminate and you must immediately cease all use of the Site; (b) you will no longer be authorized to access the Site; and (c) Sections 2, 3, 4, 5, 6, 7, 9, and 16 will survive.
3. Nothing on this Site is intended to constitute (i) an offer, or solicitation of an offer, to purchase or sell any security, other asset, or service, (ii) investment advice or an offer to provide such advice, or (iii) a basis for making any investment decision . Neither this Site nor any of the materials and content available through the Site make any effort to present a comprehensive or balanced description of Company or its investment activities. Any portfolio company described on this Site may not be representative of all investments made by any Company fund and is intended to be illustrative in nature.
4. THE SITE AND ALL MATERIALS AND CONTENT ARE PROVIDED “AS IS.” COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND AND DISCLAIMS ALL WARRANTIES OF ANY KIND (INCLUDING REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED OR REFERENCED ON THE SITE), EITHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF THE COURSE OF DEALING, USAGE, OR TRADE. COMPANY DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COMPANY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION TO UPDATE SAID MATERIALS AND CONTENT. COMPANY FURTHER ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR COMPANY ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE COMPANY ENTITIES (DEFINED BELOW) OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS.
5. ALL USERS OF THE SITE AGREE THAT ACCESS TO AND THE CONTENTS THEREOF ARE AT THEIR OWN DISCRETION AND RISK. COMPANY DOES NOT WARRANT THAT THIS SITE OR ITS SERVERS ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT WILL COMPANY BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM ANY USE OF, ACCESS OF OR INABILITY TO USE THIS WEBSITE, THE INFORMATION CONTAINED HEREIN, OR ANY OTHER HYPERLINKED OR REFERENCED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, DAMAGE TO PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Company does not disclaim any warranty or other right that Company is prohibited from disclaiming under applicable law.
6. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THESE TERMS OF USE WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7. To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Company Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms of Use, any representation, warranty, or agreement referenced in these Terms of Use, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) your activities in connection with this Site; or (e) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. Do not submit any information or other materials that you consider confidential or proprietary through the Site. Any communication from you to Company via the Site shall be deemed to be non-confidential and non-proprietary and Company shall have no obligation of any kind with respect to such information (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free, transferable, sublicensable right to reproduce, use, disclose, and distribute the information to others in any manner and for any purpose, including to improve the Site and create other products and services, without limitation and without compensation to you. The license in this Section 8 includes the right to use any ideas, concepts, know-how, or techniques contained in such communication for any purpose without compensation to you, including without limitation for developing, manufacturing and marketing products incorporating such information.
8. Trademarks and Copyright:
   • (a) The images and information contained in the Site are, to the fullest extent possible, copyrighted and otherwise proprietary information of Company. It is the policy of Company to enforce its intellectual property rights to the fullest extent of the law, including (where applicable) seeking criminal sanctions.
   • (b) Company hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and to copy materials, documents or pages published by Company on the Site for your personal, non-commercial use only, provided that (i) any copy of these documents that you make retains all copyright and other proprietary notices and any disclaimer contained herein, (ii) you make no modifications to the materials, and (iii) you do not use the materials in a manner that suggests an association with any of Company’s products or brands. Any other reproduction, retransmission, modification or use of this Site’s contents requires the prior written consent of Company. Each website to which the Site links remains subject to its own copyright notice. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any Company copyright.
   • (c) The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Site, whether or not appearing in different type or with the trademark symbol, are registered and non-registered trademarks or service marks owned by or licensed to Company, its affiliates, subsidiaries or related companies. Nothing on this Site should be construed as granting, by implication, estoppels or otherwise, any license or right under any patent or the Trademarks.
   • (d) The use or misuse of the Trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, and communications regulations and statutes.
9. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Company infringe your copyright, you may send us a notice requesting that the materials be removed, or access to them blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information on the DMCA is the U.S. Copyright Office website. Notices and counter-notices for the website should be sent to copyrightclaims@onceventures.com.
10. The Site may contain links to non-Company websites and third-party information. Please note that the contents of such websites and such third-party information are not controlled or influenced by Company. Any such links or information are provided merely as a convenience, and Company shall not be liable for any use thereof by visitors to the Site. In addition, a link to a non-Company website does not mean that Company endorses or accepts any responsibility for the content of such website, or the consequences of your use thereof.
11. Company reserves the right to alter or delete the content of the Site in any way, at any time, for any reason, without prior notification, and will not be liable in any way for possible consequences of such changes, including any suspension or termination of your access to or use of the Site.
12. Except as otherwise expressly permitted by Company, any access or attempt to access other areas of the Company computer system or other information contained on the system for any purpose is strictly prohibited. You agree that you will not use any robot, spider, other automatic or manual process or device to “screen scrape,” monitor, or “mine,” on the Site or the content contained therein without Company’s express written permission. You will not spam any other user of the Site for any reason. You agree that you will not use any devices, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Company’s infrastructure. You may not use framing techniques to enclose any Company trademark, logo, trade name or other proprietary information, including images, frames, content, or layout/design found on any page of the Site without Company’s express written consent.
13. BY USING THE SITE YOU AGREE NOT TO:
    • (a) use the Site for any illegal purpose or in violation of any local, state, national, or international law;
    • (b) violate, or encourage others to violate, any right of a third party, including by infringing or mis-appropriating any third-party intellectual property right;
    • (c) perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;
    • (d) sell or otherwise transfer the access granted under these Terms of Use or any content or materials available through this Site;
    • (e) attempt to do any of the acts described in this Section or assist or permit any person in engaging in any of the acts described in this Section.
14. Company reserves the right to suspend or terminate your access to Company websites if you violate the Terms of Use Agreement. If your violation causes harm to others, you agree to indemnify and hold Company harmless from and against any and all loss, damage, or expense as set forth in Section 7.
15. By using the Site, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
16. Delaware law and controlling U.S. federal law govern these Terms of Use and any action related to these Terms of Use. No choice of law rules of any jurisdiction apply to you and Company. By using this Site you agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Delaware. The failure of Company to exercise or enforce any right or provision of the Terms of Use does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the Terms of Use to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. These Terms of Use represent the entire understanding relating to the use of the Site and prevail over any prior or contemporaneous, conflicting, or additional communications. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent.