Common use of looking Statements Clause in Contracts

looking Statements. Any statements in this press release about Ophthotech's future expectations, plans and prospects constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward- looking statements include any statements about Ophthotech's strategy, future operations and future expectations and plans and prospects for Ophthotech, and any other statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions. In this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologies. Such forward-looking statements involve substantial risks and uncertainties that could cause Ophthotech's clinical development programs, future results, performance or achievements to differ significantly from those express or implied by the forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, including Ophthotech's ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis and other factors discussed in the "Risk Factors" section contained in the quarterly and annual reports that Ophthotech files with the SEC. Any forward-looking statements represent Ophthotech's views only as of the date of this press release. Ophthotech anticipates that subsequent events and developments will cause its views to change. While Ophthotech may elect to update these forward-looking statements at some point in the future, Ophthotech specifically disclaims any obligation to do so.

Appears in 2 contracts

Sources: Licensing Agreement, Licensing Agreement

looking Statements. Any statements in this press release about Ophthotech's our future expectations, plans and prospects prospects, including statements about: the relationship of the ▇▇▇ receptor to cancer development; future milestone-based payments, research funding or royalties which may be paid by Centocor Ortho Biotech to AVEO; the potential of our antibody research and development capabilities; the potential of our cancer biology platform to offer a unique advantage in oncology drug development; the; and other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions, constitute forward-looking statements for purposes within the meaning of the safe harbor provisions under the The Private Securities Litigation Reform Act of 1995. Forward- looking statements include any statements about Ophthotech's strategy, future operations and future expectations and plans and prospects for Ophthotech, and any other statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions. In this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data Actual results may differ materially from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologies. Such those indicated by such forward-looking statements involve as a result of various important factors, including risks relating to: our ability to successfully research, develop and obtain and maintain regulatory approvals for our product candidates; the possibility that favorable preclinical may not be predictive of the results in future preclinical and clinical trials; our inability to obtain and maintain adequate protection for intellectual property rights relating to our product candidates and technologies; unplanned operating expenses; our inability to raise substantial risks and uncertainties that could cause Ophthotech's clinical development programsadditional funds to achieve our goals, future results, performance or achievements to differ significantly from those express or implied by the forward-looking statements. Such risks and uncertainties include, among others, those related including with respect to the initiation further development of tivozanib; competition; general economic and conduct of clinical trials, including Ophthotech's ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis industry conditions; and other factors discussed in the "Risk Factors" section contained of our most recent Form 10-Q filed with the Securities and Exchange Commission, and in the quarterly and annual reports other filings that Ophthotech files we periodically make with the SEC. Any In addition, the forward-looking statements included in this press release represent Ophthotech's our views only as of the date of this press release. Ophthotech anticipates We anticipate that subsequent events and developments will cause its our views to change. While Ophthotech However, while we may elect to update these forward-looking statements at some point in the future, Ophthotech we specifically disclaims disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Appears in 2 contracts

Sources: Research and License Agreement (Aveo Pharmaceuticals Inc), Research and License Agreement (Aveo Pharmaceuticals Inc)

looking Statements. Any statements in this This press release about Ophthotech's future expectations, plans and prospects constitute contains “forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995looking” statements. Forward- looking statements include any statements about Ophthotech's strategyIn particular, future operations and future expectations and plans and prospects for Ophthotech, and any other statements containing the words "“believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project," "believe," "estimate," "expect," "intend", "goal," "may", "mightpropose," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continueintend," and similar expressionsconditional words and expressions are intended to identify forward-looking statements. In Any statements made in this press releaserelease about an action, Ophthotech's forward event or development, are forward-looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologiesstatements. Such These forward-looking statements involve substantial risks are only predictions and are subject to certain risks, uncertainties and assumptions, many of which may be beyond control of CEN, that could cause Ophthotech's clinical development programs, future results, performance or achievements actual results to differ significantly from those express or implied by in the forward-looking statements. Such risks and uncertainties includeAccordingly, among others, those related to you should not place undue reliance on these forward-looking statements. Although ▇▇▇ believes that the initiation and conduct of clinical trials, including Ophthotech's ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis and other factors discussed reflected in the "Risk Factors" section contained in the quarterly and annual reports that Ophthotech files with the SEC. Any forward-looking statements represent Ophthotech's views only are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Potential risks include such factors as the inability to enter into agreements with parties with whom we are in discussions, factors that cannot be predicted with certainty, as well as additional risks and uncertainties that are identified and described in CEN’s reports filed with the Securities and Exchange Commission (the “SEC”). Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. Actual results may differ materially from the forward-looking statements in this press release. Statements made herein are as of the date of this press releaserelease and should not be relied upon as of any subsequent date. Ophthotech anticipates that subsequent events CEN does not undertake, and developments will cause its views to change. While Ophthotech may elect it specifically disclaims, any obligation to update these any forward-looking statements at some point to reflect occurrences, developments, events or circumstances after the date of such statement. You can also obtain additional information regarding CEN in CEN’s filings with the future, Ophthotech specifically disclaims any obligation to do soSEC.

Appears in 1 contract

Sources: Merger Agreement (Cen Biotech Inc)

looking Statements. Any This Prospectus and the documents incorporated by reference herein contain certain statements in this press release about Ophthotech's relating to future expectations, plans and prospects events or the Corporation’s future performance which constitute forward-looking statements for purposes within the meaning of applicable Canadian securities laws and within the meaning of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward- looking statements include any statements about Ophthotech's strategy, future operations and future expectations and plans and prospects for Ophthotech, and any other statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions. In this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologies. Such forward-looking statements involve substantial risks known and unknown risks, uncertainties that could and other factors which may cause Ophthotech's clinical development programsthe actual results, performance or achievements of the Corporation, or industry results, to be materially different from any future results, performance or achievements to differ significantly from those express expressed or implied by such forward- looking statements. Forward-looking statements are statements that are not historical facts, and include, but are not limited to, estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to the efficacy of our technologies; the timing and results of clinical studies related to our technologies; future operations, products and services; the impact of regulatory initiatives on our operations; the size of and opportunities related to the markets for our technologies; general industry and macroeconomic growth rates; expectations related to possible joint and/or strategic ventures and statements regarding future performance. Forward-looking statements generally, but not always, are identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “projects”, “potential”, “possible” and similar expressions, or that events or conditions “will,” “may,” “could” or “should” occur. The forward-looking statements in this Prospectus are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond our control, including without limitation: · risks related to all of our potential products, including pelareorep, being in the research and development stage and requiring further development and testing before they can be marketed commercially; · risks related to any failure or delay in clinical trials for our products, including pelareorep; · risks arising due to our candidate product, pelareorep, being used in combination with third-party drugs over which we have limited or no control over supply; · risks related to the COVID-19 pandemic; · risks related to the impact of any undesirable side effects or other properties that our product candidate, pelareorep, may have; · the risk that we may expend our limited resources to pursue a particular indication and fail to capitalize on indications that may be more profitable or for which there is a greater likelihood of success; · the risk that we may need additional financing in the future to fund the research and development of our products and to meet our ongoing capital requirements; · risks related to the intense regulatory approval processes under which pharmaceutical products are subject; · the risk that our operations and products may be subject to other government manufacturing and testing regulations; · risks related to our conduct of clinical trials for pelareorep in sites outside the United States; · risks related to our reliance on patents and proprietary rights to protect our technology; · the risk that third parties may choose to file patent infringement claims against us; · the risk related to our ability to protect the confidentiality of our proprietary information and know-how; · risks related to the sharing of our trade secrets with third parties; · risks related to developments in patent law; · risks related to the requirement to obtain protection under the ▇▇▇▇▇-▇▇▇▇▇▇ amendments and similar foreign legislation for extending the term of patents covering each of our product candidates; · the risk that our products may fail or cause harm, subjecting us to product liability claims; · the risk that new products may not be accepted by the medical community or consumers; · the risk that our technologies may become obsolete; · risks related to our reliance on third-party manufacturers to produce our clinical products and on other third parties to store, monitor and transport bulk drug substance and drug product; · risks related to our reliance on third parties to produce and provide suitable raw materials for pelareorep production, packaging, and testing as well as clinical trial- related testing; · risks related to our reliance on third parties to monitor, support, conduct and oversee clinical trials of the products that we are developing and, in some cases, to maintain regulatory files for those product candidates; · risks related to our dependence on ▇▇▇▇▇ Nortye Biopharma Co. and our doing business in foreign jurisdictions in connection with our license, development, supply and distribution agreement with ▇▇▇▇▇ Nortye; · the risk that our employees, independent contractors, principal investigators, contract research organizations, consultants and vendors may engage in misconduct or other improper activities; · risks related to events outside of our control, such as natural disasters, wars or health epidemics; · risks related to the cost of director and officer liability insurance; · risks related to our dependence on our key employees and collaborators; · risks related to our likely status as a "passive foreign investment company"; · the potential dilution of present and prospective shareholdings; and · risks related to disruptions to our information technology systems, including disruptions from cybersecurity breaches of our information technology infrastructure; and · risks related to our Securities. This list is not exhaustive of the factors that may affect any of the Corporation’s forward-looking statements. Such Some of the important risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, including Ophthotech's ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis and other factors discussed in the "Risk Factors" section contained in the quarterly and annual reports that Ophthotech files with the SEC. Any could affect forward-looking statements represent Ophthotech's views only as are described further under the heading “Risk Factors” in our Annual Report. If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Forward-looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the date of this press releaseinformation included herein, including investors and prospective investors, are cautioned not to place undue reliance on such forward-looking statements. Ophthotech anticipates that subsequent events Investors should consult our quarterly and developments will cause its views annual filings with the Canadian and U.S. securities commissions for additional information on risks and uncertainties relating to changeforward-looking statements. While Ophthotech may elect The Corporation does not undertake any obligation to publicly update these or revise any forward-looking statements at some point other than as required under applicable securities laws. Prospective investors should carefully consider the information contained under the heading “Risk Factors” in our Annual Report and all other information included in or incorporated by reference in this Prospectus before making investment decisions with regard to the future, Ophthotech specifically disclaims any obligation to do soSecurities.

Appears in 1 contract

Sources: Equity Distribution Agreement

looking Statements. Any This Prospectus Supplement, the Prospectus and the documents incorporated by reference in the Prospectus contain certain statements in this press release about Ophthotech's relating to future expectations, plans and prospects events or the Corporation’s future performance which constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward- looking statements include any statements about Ophthotech's strategy, future operations and future expectations and plans and prospects for Ophthotech, and any other statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions. In this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologiesstatements. Such forward-looking statements involve substantial risks known and unknown risks, uncertainties that could and other factors which may cause Ophthotech's clinical development programsthe actual results, performance or achievements of the Corporation, or industry results, to be materially different from any future results, performance or achievements to differ significantly from those express expressed or implied by the such forward-looking statements. Such risks Forward-looking statements are statements that are not historical facts, and uncertainties include, among othersbut are not limited to, those estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to the efficacy of our technologies; the timing and results of clinical studies related to our technologies; future operations, products and services; the impact of regulatory initiatives on our operations; the size of and opportunities related to the initiation markets for our technologies; general industry and conduct of clinical trialsmacroeconomic growth rates; expectations related to possible joint and/or strategic ventures and statements regarding future performance. Forward-looking statements generally, including Ophthotech's ability to satisfy certain patient enrollment milestonesbut not always, availability of data from clinical trialsare identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “projects”, expectations for regulatory approvals “potential”, “possible” and similar expressions, or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis and other factors discussed in the "Risk Factors" section contained in the quarterly and annual reports that Ophthotech files with the SECevents or conditions “will,” “may,” “could” or “should” occur. Any The forward-looking statements represent Ophthotech's views only in this Prospectus Supplement, the Prospectus and the documents incorporated by reference in the Prospectus are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the Corporation’s control, including without limitation: · risks related to all of our products, including pelareorep, being in the research and development stage and requiring further development and testing before they can be marketed commercially; · risks inherent in pharmaceutical research and development; · risks related to timing and possible delays in our clinical trials; · risks related to some of our clinical trials being conducted in, and subject to the laws of, foreign countries; · risks related to our pharmaceutical products being subject to intense regulatory approval processes in the United States and other foreign jurisdictions; · risks related to being subject to government manufacturing and testing regulations; · risks related to the extremely competitive biotechnology industry and our competition with larger companies with greater resources; · risks related to our reliance on patents and proprietary rights to protect our technology; · risks related to potential product liability claims; · risks related to our limited manufacturing experience and reliance on third parties to commercially manufacture our products, if and when developed; · risks related to our new products not being accepted by the medical community or consumers; · risks related to our technologies becoming obsolete; · risks related to our dependence on third party relationships for research and clinical trials; · risks related to our license, development, supply and distribution agreement with ▇▇▇▇▇ Nortye Biopharma Co. Ltd.; · risks related to our lack of operating revenues and history of losses; · uncertainty regarding our ability to obtain third-party reimbursement for the costs of our product; · risks related to other third-party arrangements; · risks related to our ability to obtain additional financing to fund future research and development of our products and to meet ongoing capital requirements; · risks related to potential increases in the cost of director and officer liability insurance; · risks related to our dependence on key employees and collaborators; · risks related to Barbados law, including those relating to the enforcement of judgments obtained in Canada or the United States; · risks related to the effect of changes in the law on our corporate structure; · risks related to expenses in foreign currencies and our exposure to foreign currency exchange rate fluctuations; · risks related to data privacy laws; · risks related to our information technology systems and security breaches; · risks related to our compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; · risks related to our status as a foreign private issuer; · risks related to possible “passive foreign investment company” status; · risks related to fluctuations in interest rates; · risks related to information technology systems; · risks related to business interruptions resulting from pandemics and public health emergencies, including those related to COVID-19 coronavirus, geopolitical actions, including war and terrorism or natural disasters including earthquakes, typhoons, floods and fires; and · risks related to our Common Shares. This list is not exhaustive of the factors that may affect any of the Corporation’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the heading “Risk Factors” in this Prospectus Supplement, in the Prospectus and in the Corporation’s Annual Report (as defined below). If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Forward-looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors, are cautioned not to place undue reliance on such forward-looking statements. Investors should consult our quarterly and annual filings with the securities commissions or similar regulatory authorities in Canada and the SEC for additional information on risks and uncertainties relating to forward-looking statements. The Corporation cautions that the foregoing list of factors that may affect future results is not exhaustive. The forward-looking information contained in this Prospectus Supplement, the Prospectus and the documents incorporated by reference in the Prospectus is made as of the date of this press releasesuch documents. Ophthotech anticipates that subsequent events and developments will cause its views to change. While Ophthotech may elect to update these The forward-looking statements at some point information contained in this Prospectus Supplement, the Prospectus and in the future, Ophthotech specifically disclaims documents incorporated by reference in the Prospectus is expressly qualified by this cautionary statement. The Corporation does not undertake any obligation to do sopublicly update or revise any forward-looking information except as required pursuant to applicable securities laws. Information has been incorporated by reference in the Prospectus from documents filed with securities commissions or similar authorities in Canada.Copies of the documents incorporated herein by reference may be obtained on request without charge from our Corporate Secretary at ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ telephone (▇▇▇) ▇▇▇-▇▇▇▇, and are available electronically under the Corporation’s profile on SEDAR ( ▇▇▇.▇▇▇▇▇.▇▇▇) and on ▇▇▇▇▇ (▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇.▇▇▇▇▇). The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada and filed with, or furnished to, the SEC are specifically incorporated by reference into, and form an integral part of, the Prospectus: · our annual report on Form 20-F ("Annual Report") dated March 6, 2020, for the year ended December 31, 2019 (filed in Canada with certain Canadian securities regulatory authorities as our annual information form for the year ended December 31, 2019); · our management information circular dated March 16, 2020 relating to the annual general meeting of shareholders held on May 7, 2020; · our audited consolidated financial statements, together with the notes thereto, as at December 31, 2019 and 2018, which comprise the consolidated statements of financial position as at December 31, 2019 and 2018, and the consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the years ended December 31, 2019, 2018 and 2017, together with the independent auditors' report thereon; and · our management's discussion and analysis of financial condition and results of operations dated March 5, 2020, for the year ended December 31, 2019; · our unaudited interim consolidated financial statements, together with the notes thereto, as at September 30, 2020, which comprise the interim consolidated statements of financial position as at September 30, 2020 and December 31, 2019, and the interim consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the three and nine months ended September 30, 2020 and 2019; and · our management's discussion and analysis of financial condition and results of operations dated November 3, 2020, for the nine months ended September 30, 2020. Any documents of the type required by National Instrument 44-101 -Short Form Prospectus Distributions to be incorporated by reference in a short form Prospectus, including any annual information form, annual report on Form 20-F, comparative annual consolidated financial statements and the auditors’ report thereon, comparative interim consolidated financial statements, management’s discussion and analysis of financial condition and results of operations, material change report (except a confidential material change report), business acquisition report and information circular, if filed by us with the securities commissions or similar authorities in Canada after the date of this Prospectus Supplement and prior to the date on which the Offering under this Prospectus Supplement ends, shall be deemed to be incorporated by reference in the Prospectus. In addition, to the extent that any document or information incorporated by reference in the Prospectus is included in any report filed with or furnished to the SEC pursuant to the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), after the date of this Prospectus Supplement and prior to the date on which the Offering under this Prospectus Supplement ends, such document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement of which this Prospectus Supplement and the Prospectus forms a part (in the case of documents or information deemed furnished on Form 6-K or Form 8-K, only to the extent specifically stated therein).

Appears in 1 contract

Sources: Equity Distribution Agreement

looking Statements. This prospectus supplement, the accompanying prospectus and the other documents that are incorporated herein or therein by reference contain forward- looking statements. We may, in some cases, use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. Any statements in this press release about Ophthotech's future expectations, plans and prospects constitute contained herein that are not statements of historical facts may be deemed to be forward-looking statements. We have based these forward-looking statements for purposes largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward- looking statements include any statements about Ophthotech's strategyoperations, future business strategy short-term and long-term business operations and future expectations objectives and plans and prospects for Ophthotech, and any other statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressionsfinancial needs. In this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologies. Such These forward-looking statements involve substantial are subject to known and unknown risks, uncertainties and assumptions, including risks described in the “Risk Factors” section of this prospectus supplement and uncertainties that could the documents incorporated by reference into this prospectus supplement. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause Ophthotech's clinical development programs, future results, performance or achievements actual results to differ significantly materially from those express contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus supplement, the accompanying prospectus and the other documents that are incorporated herein or therein by reference may not occur, and actual results may differ materially and adversely from those anticipated or implied by in the forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, including Ophthotech's ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis and other factors discussed in the "Risk Factors" section contained in the quarterly and annual reports that Ophthotech files with the SEC. Any forward-looking statements represent Ophthotech's views include, but are not limited to, statements about: • our ability to develop and advance our current product candidates and programs into, and successfully complete, clinical trials; • the ability of our clinical trials to demonstrate safety and efficacy of our product candidates and other positive results; • the size of the market opportunity for our product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting; • our manufacturing, commercialization and marketing capabilities and strategy; • our plans and strategies to develop and commercialize our CAB antibodies; • our plans to further develop our technology platform and expand our pipeline of product candidates; • the potential benefits and advantages of our current and future product candidates that we may develop from our patented technology platform; • the impact of the COVID-19 pandemic on our business, financial condition, results of operations, and prospects; • the timing or likelihood of regulatory filings and approvals for our product candidates; • regulatory developments in the United States and Europe and other foreign countries; • our expectations and plans to obtain funding for our operations, including from our existing and potential future collaboration and licensing agreements; • our expectations regarding our ability to obtain and maintain intellectual property protection for our technology platform and product candidates; • the potential benefits of our strategic relationships and our plans to pursue additional strategic relationships; • our continued reliance on third parties to conduct additional clinical trials of our product candidates and for the manufacture of our product candidates for preclinical studies and clinical trials; and • our estimates regarding expenses, future revenue, capital requirements and needs for additional financing. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. We disclaim any obligation, except as specifically required by law, and the rules of this press release. Ophthotech anticipates the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that subsequent events and developments may affect the likelihood that actual results will cause its views to change. While Ophthotech may elect to update these differ from those set forth in such forward-looking statements at some point statements. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein with the understanding that our actual future results may be materially different from those expressed in the future, Ophthotech specifically disclaims any obligation to do soforward-looking statements.

Appears in 1 contract

Sources: Open Market Sale Agreement

looking Statements. Any statements in this press release about Ophthotech's future expectationsThis prospectus, plans and prospects constitute including the documents incorporated by reference herein, contains forward-looking statements for purposes within the meaning of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 19951995 and “forward-looking information” within the meaning of applicable Canadian securities law. Forward- We refer to such forward-looking statements include any and forward-looking information collectively as “forward-looking statements”. These statements about Ophthotech's strategy, relate to future operations events or future performance and future reflect our expectations and plans assumptions regarding our growth, results of operations, performance and business prospects for Ophthotech, and any other statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions. In this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologiesopportunities. Such forward-looking statements involve substantial reflect our current beliefs and are based on information currently available to us. In some cases, forward-looking statements can be identified by terminology such as “may”, “would”, “could”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other similar expressions concerning matters that are not historical facts. The forward-looking statements in this prospectus and, including any documents incorporated by reference herein, include, among others, statements regarding our future operating results, economic performance and product development efforts and statements in respect of: The forward- looking statements contained in this prospectus and in the documents incorporated by reference reflect our current views with respect to future events, are subject to significant risks and uncertainties, and are based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic, competitive, political and social uncertainties that and contingencies. Many factors could cause Ophthotech's clinical development programs, future our actual results, performance or achievements to differ significantly be materially different from those express any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others: • our lack of product revenues and net losses and a history of operating losses; • our early stage of development, particularly the inherent risks and uncertainties associated with (i) developing new drug candidates generally, (ii) demonstrating the safety and efficacy of these drug candidates in clinical studies in humans, and (iii) obtaining regulatory approval to commercialize these drug candidates; • our need to raise substantial additional capital in the future and that we may be unable to raise such funds when needed and on acceptable terms; • further equity financing, which may substantially dilute the interests of our existing shareholders; • clinical studies and regulatory approvals of our drug candidates are subject to delays, and may not be completed or granted on expected timetables, if at all, and such delays may increase our costs and could substantially harm our business; • our reliance on external contract research/manufacturing organizations for certain activities and if we are subject to quality, cost, or delivery issues with the preclinical and clinical grade materials supplied by contract manufacturers, our business operations could suffer significant harm; • clinical studies are long, expensive and uncertain processes and the United States Food and Drug Administration, or “FDA”, or other similar foreign regulatory agency that we are required to report to, may ultimately not approve any of our product candidates; • our operations could be adversely affected by events outside of our control, such as natural disasters, wars or health crises such as the COVID-19 pandemic; • our ability to comply with applicable governmental regulations and standards; • our inability to achieve our projected development goals in the time frames we announce and expect; • difficulties in enrolling patients for clinical trials may lead to delays or cancellations of our clinical trials; • our reliance on third-parties to conduct and monitor our preclinical studies; • our ability to attract and retain key personnel, including key executives and scientists; • any misconduct or improper activities by our employees; • our exposure to exchange rate risk; • our ability to commercialize our business attributed to negative results from clinical trials; • the marketplace may not accept our products or product candidates due to the intense competition and technological change in the biotechnical and pharmaceuticals, and we may not be able to compete successfully against other companies in our industries and achieve profitability; • our ability to obtain and maintain patent protection; • our ability to afford substantial costs incurred with defending our intellectual property; • our ability to protect our intellectual property rights and not infringe on the intellectual property rights of others; • our business is subject to potential product liability and other claims; • potential exposure to legal actions and potential need to take action against other entities; • commercialization limitations imposed by intellectual property rights owned or controlled by third parties; • our ability to maintain adequate insurance at acceptable costs; • our ability to find and enter into agreements with potential partners; • extensive government regulation; • data security incidents and privacy breaches could result in increased costs and reputational harm; • our share price has been and is likely to continue to be volatile; • future sales of our common shares by us or by our existing shareholders could cause our share price to drop; • changing global market and financial conditions; • changes in an active trading market in our common shares; difficulties ▇▇▇▇▇-Canadian investors to obtain and enforce judgments against us because of our Canadian incorporation and presence; • potential adverse U.S. federal tax consequences for U.S. shareholders because we are a “passive foreign investment company”; • our “smaller reporting company” status; • any failures to maintain an effective system of internal controls may result in material misstatements of our financial statements, or cause us to fail to meet our reporting obligations or fail to prevent fraud; • our broad discretion in how we use the proceeds of the sale of common shares; • our ability to expand our business through the acquisition of companies or businesses; and • other risks detailed from time-to-time in our on-going filings with the SEC and Canadian securities regulators, and those which are discussed under the heading “Risk Factors” in this prospectus and in the documents incorporated by reference. Should one or more of these risks or uncertainties materialize, or should the assumptions described in the sections entitled “Risk Factors” in this prospectus and in the documents incorporated by reference underlying those forward-looking statements prove incorrect, actual results may vary materially from those described in the forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, including Ophthotech's ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis More detailed information about these and other factors discussed is included in this prospectus under the section entitled “Risk Factors” and in the "Risk Factors" section contained documents incorporated by reference into this prospectus. Although we have attempted to identify factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking statements are based upon our beliefs, estimates and opinions at the quarterly time they are made and annual reports that Ophthotech files with the SEC. Any we undertake no obligation to update forward-looking statements represent Ophthotech's views only if these beliefs, estimates and opinions or circumstances should change, except as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements contained in this prospectus are made as of the date of this press releaseprospectus. Ophthotech anticipates that subsequent Forward-looking statements made in a document incorporated by reference into this prospectus are made as of the date of the original document and have not been updated by us except as expressly provided for in this prospectus. Except as required under applicable securities legislation, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events and developments will cause its views to changeor otherwise. While Ophthotech may elect to update these We qualify all the forward-looking statements at contained in this prospectus and the documents incorporated by reference in this prospectus by the foregoing cautionary statements. We are incorporated under the laws of Canada. Many of our directors and officers and the experts named in this prospectus are residents of countries other than the United States, and all or a substantial portion of their assets and some point of our assets are located outside the United States. We have appointed Aptose Biosciences U.S. Inc. as our agent for service of process in the futureUnited States, Ophthotech specifically disclaims any obligation but it may be difficult for holders of securities who reside in the United States to do soeffect service within the United States upon those directors, officers and experts who are not residents of the United States. Additionally, it may not be possible for you to enforce judgments obtained in U.S. courts based upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States. In addition, there is doubt as to whether an original action could be brought in Canada against us or our directors or officers based solely upon U.S. federal or state securities laws and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions of U.S. federal or state securities laws. Aptose Biosciences Inc. is a science-driven biotechnology company advancing first-in-class targeted agents to treat life-threatening cancers, such as acute myeloid leukemia (“AML”), high-risk myelodysplastic syndromes (“MDS”), chronic lymphocytic leukemia (“CLL”) and other hematologic malignancies. Based on insights into the genetic and epigenetic profiles of certain cancers and patient populations, Aptose is building a pipeline of novel oncology therapies directed at dysregulated processes and signaling pathways. Aptose is developing targeted medicines for precision treatment of these diseases to optimize efficacy and quality of life by minimizing the side effects associated with conventional therapies. We currently have in development two molecules: luxeptinib (CG-806), and HM43239, both being evaluated for safety, tolerability, pharmacokinetics and signals of efficacy in Phase 1 clinical trials, and a third clinical asset available for partnering (APTO-253). Each molecule is described below. HM43239 is an oral potent myeloid kinase inhibitor, targeting a constellation of kinases operative in myeloid malignancies and known to be involved in tumor proliferation, resistance to therapy, and differentiation. HM43239 is currently being evaluated in an international Phase 1/2 dose- escalation clinical trial designed to assess the safety, tolerability, pharmacokinetics and pharmacodynamic responses of HM43239 as a single agent in patients with relapsed or refractory AML. Luxeptinib is a novel, oral, highly potent lymphoid and myeloid kinase inhibitor that selectively targets defined clusters of kinases operative in myeloid and lymphoid hematologic malignancies. This small molecule anticancer agent is currently being evaluated in a Phase 1a/b study for the treatment of patients having B-cell malignancies including classic CLL, small lymphocytic lymphoma and certain non-Hodgkin’s lymphomas that are resistant/refractory/intolerant to other therapies. Under a separate Investigational New Drug, luxeptinib is being evaluated in a Phase 1a/b study for the treatment of patients with relapsed/refractory AML or high risk MDS. It is hoped luxeptinib can serve patients across lymphoid and myeloid malignancies and combine well with other agents to extend its application to multiple lines of therapy. APTO-253 is a small molecule MYC oncogene inhibitor at the Phase 1a/b clinical trial stage of development for the treatment of patients with relapsed or refractory blood cancers, including AML and high-risk MDS. The clinical program was discontinued effective December 20, 2021, following a prioritization of the Company’s other more advanced pipeline assets. We were incorporated under the Business Corporations Act (Ontario) on September 5, 1986 under the name RML Medical Laboratories Inc. On October 28, 1991, we amalgamated with Mint Gold Resources Ltd., which caused us to become a reporting issuer in Ontario. On August 25, 1992, we changed our name to IMUTEC Corporation. On November 27, 1996, we changed our name to Imutec Pharma Inc., and on November 19, 1998, we changed our name to Lorus Therapeutics Inc. On October 1, 2005, we continued under the Canada Business Corporations Act and on July 10, 2007 we completed a plan of arrangement and corporate reorganization with, among others, 6650309 Canada Inc., 6707157 Canada Inc. and Pinnacle International Lands, Inc. On May 25, 2010, we consolidated our outstanding common shares on the basis of one post-consolidation common share for each 30 pre-consolidation common shares. On August 28, 2014 we changed our name from Lorus Therapeutics Inc. to Aptose Biosciences Inc. and on October 1, 2014 we consolidated our outstanding common shares on the basis of one post-consolidation common share for each twelve pre-consolidation common shares. We have two subsidiaries: Aptose Biosciences U.S. Inc., a corporation incorporated under the laws of Delaware; and ▇▇▇▇▇▇ Pharmaceuticals Inc., a corporation incorporated under the laws of Ontario, Canada. Aptose Biosciences Inc. owns 100% of the issued and outstanding voting share capital of Aptose Biosciences U.S. Inc., and 80% of the issued and outstanding voting share capital of ▇▇▇▇▇▇ Pharmaceuticals Inc. Our head, registered and records office is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇. Our executive office is located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇.▇▇▇. Information contained on our website is not part of this prospectus.

Appears in 1 contract

Sources: Sales Agreement

looking Statements. Any statements in This prospectus supplement and our SEC filings that are incorporated by reference into this press release about Ophthotech's future expectations, plans and prospects constitute prospectus supplement contain or incorporate by reference forward-looking statements for purposes within the meaning of Section 27A of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward- looking statements include any statements about Ophthotech's strategy1933, future operations and future expectations and plans and prospects for Ophthotechas amended, or the Securities Act, and any other statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions. In this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct Section 21E of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologiesExchange Act. Such These forward-looking statements involve substantial risks and uncertainties that could cause Ophthotech's clinical development programsand reflect our current views with respect to, among other things, future resultsevents and our financial performance. When used in this report, the words “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “indicate,” “seek,” “should,” “would,” and similar expressions are intended to identify forward-looking statements, though not all forward- looking statements contain these identifying words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance or achievements and are subject to differ significantly risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date of this prospectus supplement, actual results may prove to be materially different from those express the results expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, Important factors that could cause actual results to differ materially from those related to the initiation and conduct of clinical trials, including Ophthotech's ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis and other factors discussed in the "Risk Factors" section contained in the quarterly and annual reports that Ophthotech files with the SEC. Any forward-looking statements represent Ophthotech's views only include, but are not limited to those summarized below: • the extent to which the novel strain of coronavirus, SARS-CoV-2, which causes COVID-19, and any associated downturn, governmental regulations or restrictions may impact our business, including our research, clinical trials, manufacturing and financial condition; • the extent to which the military conflict between Russia and Ukraine and any associated economic downturn, governmental regulations or restrictions may impact our business, including impacts to our research, clinical trials, manufacturing and financial condition; • a weakened macroeconomic environment, including high inflation rates, and its impact on our business, including impacts to our operating costs and financial condition; • the development plan for our product candidate, ▇▇▇-201; • our expectations regarding the potential benefits, activity, effectiveness and safety of our product candidates; • the development plan for our existing pipeline and potential partnership and out-licensing opportunities; • the timing of planned preclinical studies and clinical trials and availability of clinical data from such clinical trials; • the timing of and our ability to obtain regulatory approvals for our product candidates; • the clinical utility of our product candidates; • our plans to leverage our existing technologies to discover and develop additional product candidates; • our intellectual property position; • our ability to enter into strategic collaborations, licensing or other arrangements; • our dependence on collaborators for developing, obtaining regulatory approval for and commercializing product candidates in the collaboration; • our estimates regarding expenses, future revenues, capital requirements and needs for additional financing; • plans to develop and commercialize our product candidates; • our ability to obtain additional funds for our operations; • the rate and degree of market acceptance of any approved product candidates; • the commercialization of any approved product candidates; • the implementation of our business model and strategic plans for our business, technologies and product candidates; • our reliance on third parties to conduct our preclinical studies or any future clinical trials; • our ability to attract and retain qualified key management and technical personnel; • our reliance on third-party supply and manufacturing partners to supply the materials and components for, and manufacture, our research and development, preclinical and clinical trial product supplies; and • developments relating to our competitors or our industry. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please read (i) Part I, Item 1A. “Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021; (ii) Part II, “Item 1A. Risk Factors” in our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2022 and June 30, 2022; (iii) our reports and registration statements filed from time to time with the SEC and (iv) other public announcements we make from time to time. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. This prospectus supplement and the documents incorporated by reference in this prospectus may contain market data that we obtain from industry sources. These sources do not guarantee the accuracy or completeness of the information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may include projections that are based on a number of other projections. While we believe these assumptions to be reasonable and sound as of the date of this press releaseprospectus, actual results may differ from the projections. Ophthotech anticipates We may issue and sell up to $50.0 million of our common stock from time to time pursuant to the sales agreement. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that subsequent events we will sell any shares under or fully utilize the sales agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a source of financing. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public offering with a value exceeding more than one third of our public float in any 12-month period so long as our public float remains below $75.0 million. We have not sold any securities in reliance on General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and developments including the date of this prospectus. As of August 18, 2022, our public float, as calculated pursuant to the rules of the Securities and Exchange Commission, was approximately $53.5 million, based upon 6,041,115 shares of our outstanding common stock held by non-affiliates at the per share price of $8.85, the closing sale price of our common stock on the Nasdaq Global Market on August 16, 2022. Accordingly, we may currently sell up to approximately $17,800,000 of our common stock. We currently intend to use the net proceeds from this offering for working capital and general corporate purposes, which include, but are not limited to, expanding clinical development opportunities for our product candidate into potential additional indications, and general and administrative expenses. We may also use a portion of the net proceeds to invest in future strategic transactions to expand and diversify our product pipeline through the acquisition or licensing of product candidates or technologies that are complementary to our own, although we have no current commitments or agreements with respect to any acquisitions or licenses as of the date of this prospectus. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses of the proceeds, if any, from this offering. Accordingly, we will cause its views retain broad discretion over the use of any such proceeds. Pending the use of the net proceeds, from this offering as described above, we intend to change. While Ophthotech may elect to update these forwardinvest the net proceeds in investment-looking statements at some point in the futuregrade, Ophthotech specifically disclaims any obligation to do sointerest-bearing instruments.

Appears in 1 contract

Sources: Sales Agreement

looking Statements. Any This news release contains forward-looking information and statements, within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, but not limited to those relating to the inclusion of the Icahn Group nominees in the Company’s 2021 proxy statement, the manner in which the Icahn Group will vote in respect of the Company’s proposed nominees for election as director at such meeting, Bausch Health’s plan to conduct a spinoff of its eye health business and its ongoing strategic review process and the ability of the Company to capitalize on certain market opportunities. Forward-looking statements in this press release about Ophthotech's future expectationsmay generally be identified by the use of the words “will,” “further,” “continuing” or “ongoing,” and variations or similar expressions, plans and prospects constitute phrases or statements that certain actions, events or results may, could, should or will be achieved, received or taken, or will occur or result, and similar such expressions also identify forward-looking information. These forward-looking statements for purposes of are based upon the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward- looking statements include any statements about Ophthotech's strategy, future operations and future current expectations and plans beliefs of management and prospects are provided for Ophthotechthe 2 | Page purpose of providing additional information about such expectations and beliefs, and any readers are cautioned that these statements may not be appropriate for other statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressionspurposes. In this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologies. Such These forward-looking statements involve substantial are subject to certain risks and uncertainties that could cause Ophthotech's clinical development programs, future results, performance or achievements actual results to differ significantly materially from those express or implied by the described in these forward-looking statements. Such These risks and uncertainties include, among othersbut are not limited to, those related to the initiation and conduct of clinical trialsrisk that the spinoff may not be completed on the timelines or terms anticipated or at all, including Ophthotech's ability to satisfy certain patient enrollment milestonesthe spinoff does not achieve the anticipated benefits, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the receipt of regulatory approvals outside outcome of the United States which would trigger strategic review and that it will yield the receipt results expected or at all and that the 2021 Annual Meeting of certain milestone payments, Ophthotech's ability to comply with its obligations under shareholders proceeds in the manner anticipated and otherwise maintain its licensing the risks and commercialization agreement with Novartis and other factors uncertainties discussed in the "Risk Factors" section contained Company’s most recent annual and quarterly reports and detailed from time to time in the quarterly and annual reports that Ophthotech files Company’s other filings with the SECU.S. Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties are incorporated herein by reference. Any These forward-looking statements represent Ophthotech's views are based on certain assumptions, including that the risks and uncertainties outlined above will not cause actual results or events to differ materially from those described in these forward-looking statements. Additional information regarding certain of these material factors and assumptions may also be found in the Company’s filings described above. The Company believes that the material factors and assumptions reflected in these forward-looking statements are reasonable in the circumstances, but actual results or events may differ materially from those described in these forward-looking statements and readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date of this press releasehereof. Ophthotech anticipates that subsequent events and developments will cause its views to change. While Ophthotech may elect Bausch Health undertakes no obligation to update any of these forward-looking statements at some point to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law. 3 | Page March [17], 2021 To: Each of the persons or entities listed on Schedule A (the “Icahn Group” or “you”) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Icahn Designee to the Board of Directors (the “Board”) of Bausch Health Companies Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the futureDirector Appointment and Nomination Agreement (the “Nomination Agreement”), Ophthotech specifically disclaims any obligation dated as of February [23], 2021, among the Company and the Icahn Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, an Icahn Designee may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement, and that other members of the Board may similarly disclose information to you. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and your agents, representatives, attorneys, advisors, directors, officers or employees, subject to the restrictions in paragraph 2 (collectively, the “Representatives”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or current or former affiliates that is furnished to you or your Representatives (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Icahn Designee, or by or on behalf of the Company or any Company Representative (as defined below), including discussions or matters considered in meetings of the Board or Board committees, together with any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth.

Appears in 1 contract

Sources: Director Appointment and Nomination Agreement (Bausch Health Companies Inc.)

looking Statements. Any This Prospectus Supplement, the Prospectus and the documents incorporated by reference in the Prospectus contain certain statements in this press release about Ophthotech's relating to future expectations, plans and prospects events or the Corporation’s future performance which constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward- looking statements include any statements about Ophthotech's strategy, future operations and future expectations and plans and prospects for Ophthotech, and any other statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions. In this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologiesstatements. Such forward-looking statements involve substantial risks known and unknown risks, uncertainties that could and other factors which may cause Ophthotech's clinical development programsthe actual results, performance or achievements of the Corporation, or industry results, to be materially different from any future results, performance or achievements to differ significantly from those express expressed or implied by the such forward-looking statements. Such risks Forward-looking statements are statements that are not historical facts, and uncertainties include, among othersbut are not limited to, those estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to the efficacy of our technologies; the timing and results of clinical studies related to our technologies; future operations, products and services; the impact of regulatory initiatives on our operations; the size of and opportunities related to the initiation markets for our technologies; general industry and conduct of clinical trialsmacroeconomic growth rates; expectations related to possible joint and/or strategic ventures and statements regarding future performance. Forward-looking statements generally, including Ophthotech's ability to satisfy certain patient enrollment milestonesbut not always, availability of data from clinical trialsare identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “projects”, expectations for regulatory approvals “potential”, “possible” and similar expressions, or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis and other factors discussed in the "Risk Factors" section contained in the quarterly and annual reports that Ophthotech files with the SECevents or conditions “will,” “may,” “could” or “should” occur. Any The forward-looking statements represent Ophthotech's views only in this Prospectus Supplement, the Prospectus and the documents incorporated by reference in the Prospectus are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the Corporation’s control. The summary of risk factors below is not exhaustive of the factors that may affect any of the Corporation’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the heading “Risk Factors” in this Prospectus Supplement, in the Prospectus and in the Corporation’s Annual Report (as defined below). If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Forward-looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors, are cautioned not to place undue reliance on such forward- looking statements. Investors should consult our quarterly and annual filings with the securities commissions or similar regulatory authorities in Canada and the SEC for additional information on risks and uncertainties relating to forward-looking statements. · risks related to all of our potential products, including pelareorep, being in the research and development stage and requiring further development and testing before they can be marketed commercially; · risks related to any failure or delay in clinical trials for our products, including pelareorep; · risks arising due to our candidate product, pelareorep, being used in combination with third-party drugs over which we have limited or no control over supply; · risks related to the COVID-19 pandemic; · risks related to the impact of any undesirable side effects or other properties that our product candidate, pelareorep, may have; · the risk that we may expend our limited resources to pursue a particular indication and fail to capitalize on indications that may be more profitable or for which there is a greater likelihood of success; · the risk that we may need additional financing in the future to fund the research and development of our products and to meet our ongoing capital requirements; · risks related to the intense regulatory approval processes under which pharmaceutical products are subject; · the risk that our operations and products may be subject to other government manufacturing and testing regulations; · risks related to our conduct of clinical trials for pelareorep in sites outside the United States; · risks related to our reliance on patents and proprietary rights to protect our technology; · the risk that third parties may choose to file patent infringement claims against us; · the risk related to our ability to protect the confidentiality of our proprietary information and know-how; · risks related to the sharing of our trade secrets with third parties; · risks related to developments in patent law; · risks related to the requirement to obtain protection under the ▇▇▇▇▇-▇▇▇▇▇▇ amendments and similar foreign legislation for extending the term of patents covering each of our product candidates; · the risk that our products may fail or cause harm, subjecting us to product liability claims; · the risk that new products may not be accepted by the medical community or consumers; · the risk that our technologies may become obsolete; · risks related to our reliance on third-party manufacturers to produce our clinical products and on other third parties to store, monitor and transport bulk drug substance and drug product; · risks related to our reliance on third parties to produce and provide suitable raw materials for pelareorep production, packaging, and testing as well as clinical trial- related testing; · risks related to our reliance on third parties to monitor, support, conduct and oversee clinical trials of the products that we are developing and, in some cases, to maintain regulatory files for those product candidates; · risks related to our dependence on ▇▇▇▇▇ Nortye Biopharma Co. and our doing business in foreign jurisdictions in connection with our license, development, supply and distribution agreement with ▇▇▇▇▇ Nortye; · the risk that our employees, independent contractors, principal investigators, contract research organizations, consultants and vendors may engage in misconduct or other improper activities; · risks related to events outside of our control, such as natural disasters, wars or health epidemics; · risks related to the cost of director and officer liability insurance; · risks related to our dependence on our key employees and collaborators; · risks related to our likely status as a “passive foreign investment company”; · the potential dilution of present and prospective shareholdings; and · risks related to disruptions to our information technology systems, including disruptions from cybersecurity breaches of our information technology infrastructure; and · risks related to our Common Shares. The Corporation cautions that the foregoing list of factors that may affect future results is not exhaustive. The forward-looking information contained in this Prospectus Supplement, the Prospectus and the documents incorporated by reference in the Prospectus is made as of the date of this press releasesuch documents. Ophthotech anticipates that subsequent events and developments will cause its views to change. While Ophthotech may elect to update these The forward-looking statements at some point information contained in this Prospectus Supplement, the Prospectus and in the future, Ophthotech specifically disclaims documents incorporated by reference in the Prospectus is expressly qualified by this cautionary statement. The Corporation does not undertake any obligation to do sopublicly update or revise any forward-looking information except as required pursuant to applicable securities laws. Information has been incorporated by reference in the Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from our Corporate Secretary at Suite ▇▇▇, ▇▇▇ – ▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ telephone (▇▇▇) ▇▇▇-▇▇▇▇, and are available electronically under the Corporation’s profile on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇) and on ▇▇▇▇▇ (▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇.▇▇▇▇▇). The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada and filed with, or furnished to, the SEC are specifically incorporated by reference into, and form an integral part of, the Prospectus:

Appears in 1 contract

Sources: Equity Distribution Agreement

looking Statements. Any Certain statements in this press news release about Ophthotech's constitute "forward-looking" statements. These statements relate to future expectationsevents or our future performance and, plans in certain cases, can be identified by the use of words such as "intends to", "will" and prospects constitute forward"shall" occur, or the negative forms of any of these words and other similar expressions. Forward-looking statements for purposes include the closing of the safe harbor provisions under Transaction on the Private Securities Litigation Reform Act of 1995. Forward- looking statements include any statements about Ophthotech's strategy, future operations and future expectations and plans and prospects for Ophthotech, and any other statements containing same terms or in the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions. In this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct time provided or that conditions to closing in respect of the Fovista Phase 3 clinical program, Transaction will be satisfied including obtaining initial, top-line data from without limitation: the Fovista Phase 3 clinical program compliance by the parties with various covenants contained in the Purchase Agreement; the timing of the completion of the Transaction; the timing of when holders of Remaining Notes will be paid by Gravitas; the timing of which the Purchased Notes and seeking marketing Remaining Notes will be cancelled by Gravitas; the timing and completion of the delisting of the Notes by Gravitas subject to approval for Fovista, by the potential of Fovista as a wet AMD combination therapy CSE; and the development continued listing of new drug-delivery technologiesthe common shares in the capital of Gravitas. Such forward-looking All such statements involve substantial risks known and unknown risks, uncertainties that could and other factors which may cause Ophthotech's clinical development programs, future the actual results, performance or achievements to differ significantly vary from those express expressed or implied by the such forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, including Ophthotech's ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis and other factors discussed in the "Risk Factors" section contained in the quarterly and annual reports that Ophthotech files with the SEC. Any forward-Forward- looking statements represent Ophthotech's views reflect current expectations regarding future events and operating performance and speak only as of the date of this press news release. Ophthotech anticipates Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward- looking statements, including, but not limited to, that subsequent events the closing conditions to the Transaction, including regulatory and developments third-party approvals, are not satisfied or waived (if applicable). Although the forward-looking statements contained in this news release are based upon what management of ▇▇▇▇▇▇▇▇ believes are reasonable assumptions on the date of this news release, ▇▇▇▇▇▇▇▇ cannot assure investors that actual results will cause its views to change. While Ophthotech may elect to update be consistent with these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties and other risks detailed from time-to-time in Gravitas' ongoing filings with the securities regulatory authorities, which filings can be found at some point in ▇▇▇.▇▇▇▇▇.▇▇▇. These forward-looking statements are made as of the future, Ophthotech specifically date of this news release and Gravitas disclaims any intent or obligation to do soupdate any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.

Appears in 1 contract

Sources: Purchase Agreement

looking Statements. Any This Supplement contains (and incorporates by reference) various statements, including those that express a belief, expectation or intention and those that are not statements in this press release about Ophthotech's future expectationsof historical fact, plans and prospects constitute that are “forward-looking statements for purposes of the safe harbor provisions statements” under the Private Securities Litigation Reform Act of 1995. Forward- These statements may include projections, analyses and estimates (including those set forth in the Disclosure Statement) concerning our business strategies, revenues, income, cash flows, capital requirements and enterprise value. Forward-looking statements include any statements about Ophthotech's strategy, future operations and future expectations and plans and prospects for Ophthotech, and any other statements containing the generally use words "such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "” “plan," "predict” “forecast," "project” “budget," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions” “goal” or other words that convey the uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a forward-looking statement and refer to this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologiescautionary statement. Such Those forward-looking statements involve substantial risks and uncertainties that could cause Ophthotech's clinical development programsspeak only as of the date on the front cover of this Supplement. We expressly disclaim any obligation to update or revise those statements, whether as a result of new information, future resultsevents or otherwise, performance or achievements except as applicable law may require us to do so, and we caution you not to rely unduly on them. We have based those forward-looking statements on our current expectations and assumptions about future events, which may prove to be inaccurate. Furthermore, the estimated enterprise value for the Reorganized Debtors (as set forth in the Disclosure Statement) does not purport to be an estimate of the post-reorganization market value. Such trading value, if any, may be materially different from the valuations set forth in the Disclosure Statement. While our management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Therefore, actual results may differ significantly materially and adversely from those express or implied by the expressed in any forward-looking statements. Such risks and uncertainties Factors that might cause or contribute to such differences include, among othersbut are not limited to, those related to we discuss in this Supplement under the initiation and conduct of clinical trials, including Ophthotech's ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis and other factors discussed in the "heading “Risk Factors" section contained ” and in the quarterly and annual other reports that Ophthotech files we file with the SEC. Any The factors we discuss in this Supplement are not necessarily all the important factors that could affect us. Unpredictable or unknown factors we have not discussed in this Supplement also could have material adverse effects on actual results of matters that are the subject of our forward-looking statements. We do not intend to update our description of important factors each time a potential important factor arises. We advise our existing and potential security holders that they should (1) be aware that important factors to which we do not refer in this Supplement could affect the accuracy of our forward-looking statements represent Ophthotech's views only as of the date of this press release. Ophthotech anticipates that subsequent events and developments will cause its views to change. While Ophthotech may elect to update these (2) use caution and common sense when considering our forward-looking statements at some point in the future, Ophthotech specifically disclaims any obligation to do sostatements.

Appears in 1 contract

Sources: Subscription Agreement (Us Concrete Inc)

looking Statements. Any statements in this press release about Ophthotech's future expectationsThis proxy statement includes ‘‘forward-looking information’’ and ‘‘forward-looking statements’’ within the meaning of applicable securities legislation (collectively, plans and prospects constitute ‘‘forward-looking statements’’). These forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995are identified as any statement that does not relate strictly to historical or current facts. Forward- Forward-looking statements include any statements about Ophthotech's strategymay be identified by words such as ‘‘anticipate’’, future operations and future expectations and plans and prospects for Ophthotech‘‘believe’’, and any ‘‘intend’’, ‘‘plan’’, ‘‘continue’’, ‘‘estimate’’, ‘‘expect’’, ‘‘may’’ or the negative of those terms or other statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressionsvariations of them or comparable terminology. In particular, but without limitation, this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologies. Such proxy statement contains forward-looking statements pertaining to the following: • matters relating to the Stated Capital Reduction and the Return of Capital, including their confirmation by the Board after approval by Shareholders, the timing thereof and the expected impact on the market price of the Restricted Voting Shares as a result thereof; • matters relating to the completion of the Share Consolidation, including its timing, potential benefits and effects, the expected number of issued and outstanding Restricted Voting Shares and Special Voting Shares following the Share Consolidation and the expected impact of the Share Consolidation on the market price of the Restricted Voting Shares; and • any future payments of dividends on the Restricted Voting Shares, including any expected amounts thereof. Forward-looking statements are not guarantees of performance. They involve substantial risks risks, uncertainties and uncertainties that could cause Ophthotech's clinical development programsassumptions. Future actions, conditions or events and future results, performance or achievements to results of operations may differ significantly materially from those express or implied by the expressed in forward-looking statements. Such risks and uncertainties include, among others, those related to Many of the initiation and conduct of clinical trials, including Ophthotech's factors that will determine these results are beyond our ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals control or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis and other factors discussed in the "Risk Factors" section contained in the quarterly and annual reports that Ophthotech files with the SECpredict. Any forward-looking statements represent Ophthotech's views only as set out in this proxy statement have been included for the purpose of providing information relating to management’s current expectations and plans for the date future, are based on a number of this press releasesignificant assumptions and may not be appropriate, and should not be used for purposes other than those for which such forward- looking statements are disclosed herein. Ophthotech anticipates that subsequent events and developments will cause its views The foregoing list should not be construed to changebe exhaustive. While Ophthotech may elect to update these We believe the forward-looking statements at some point in this proxy statement are reasonable. However, there is no assurance that any of the futureactions, Ophthotech specifically disclaims events or results of the forward-looking statements will occur, or if any obligation of them do, of their timing or what impact they will have on our results of operations or financial condition. Because of these uncertainties, Shareholders should not put undue reliance on any forward-looking statements. We disclaim any obligation, other than as required by applicable law, to do soupdate the foregoing list or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.

Appears in 1 contract

Sources: Share and Unit Purchase Agreement

looking Statements. Any statements in this press release about Ophthotech's future expectationsThis prospectus, plans any prospectus supplement and prospects constitute the documents incorporated by reference herein or therein contain forward-looking statements for purposes within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this prospectus or any prospectus supplement or incorporated by reference herein or therein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve numerous risks and uncertainties and depend on assumptions, data or methods that may be incorrect or imprecise. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in the “Risk Factors” section of this prospectus and under the heading “Risk Factors” in the documents incorporated by reference herein. We claim the protection of the safe harbor provisions under for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward- looking statements include any statements about Ophthotech's strategy, future operations and future expectations and plans and prospects 1995 for Ophthotech, and any other statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions. In this press release, Ophthotech's forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, the conduct of the Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development of new drug-delivery technologies. Such forward-looking statements involve substantial risks and uncertainties that could cause Ophthotech's clinical development programs, future results, performance or achievements to differ significantly from those express or implied by the all forward-looking statements. Such risks We file annual, quarterly and uncertainties includecurrent reports, among others, those related to the initiation and conduct of clinical trials, including Ophthotech's ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the receipt of regulatory approvals outside of the United States which would trigger the receipt of certain milestone payments, Ophthotech's ability to comply with its obligations under and otherwise maintain its licensing and commercialization agreement with Novartis proxy statements and other factors discussed in the "Risk Factors" section contained in the quarterly and annual reports that Ophthotech files information with the SEC. Any forward-looking The SEC maintains a website that contains periodic and current reports, proxy and information statements represent Ophthotech's views only and other information about issuers, such as us, who file electronically with the SEC. The address of that website is ▇▇▇.▇▇▇.▇▇▇. Other information about us is also on our website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. However, except for the date information specifically incorporated by reference herein as set forth below, the information on or accessible through the SEC’s website and the information on or accessible through our website do not constitute a part of this press release. Ophthotech anticipates that subsequent events and developments will cause its views to change. While Ophthotech may elect to update these forward-looking statements at some point in the future, Ophthotech specifically disclaims any obligation to do soprospectus.

Appears in 1 contract

Sources: Equity Distribution Agreement