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Terms of Use

I. Introduction

Please carefully read these terms of use (the "Terms of Use") and our Privacy Policy before using this web site (the "Web Site"), which is owned and operated by Mirati Therapeutics, Inc. ("Mirati"). By accessing, using and browsing this Web Site, you accept and agree to be bound by, without limitation or qualification, these Terms of Use, as amended from time to time by Mirati. Mirati reserves the absolute right, at its sole discretion, to amend these Terms of Use and/or to terminate your access to all or any part of this Web Site at any time, with or without notice. Any changes or updates to this Web Site, including to these Terms of Use, will be effective immediately upon posting to this Web site. All rights with respect to this Web Site that are not expressly granted herein are reserved to Mirati, and Mirati reserves the right to seek all remedies available at law or in equity for your violation of these Terms of Use. In consideration of Mirati's granting you access to this Website, you agree to and shall indemnify and hold harmless Mirati from and against any damages or liabilities related or connected to any harm caused to Mirati or others arising from your access, use, or browsing of this Web Site or the information contained in this Web Site, and/or arising from your violation of these Terms of Use.

II. Scope of Use; Limitations

The information and content on this Web Site are intended for general informational purposes and for your personal use. You may download information and material displayed on this Web Site for non-commercial, personal use only, subject in all cases to all the terms, conditions and limitations set forth in these Terms of Use. You may not use, transmit, publish, distribute, modify, repost or republish the information, text, images or other content on this Web Site for commercial purposes without Mirati's prior written permission. This Web Site does not provide medical advice, nor is Mirati engaged in rendering medical or similar professional services or advice. If you desire or need such services or advice, you should consult a physician or professional health care provider. This Web Site contains information about drug compounds that are the focus of Mirati's research and development efforts. Information regarding such drug compounds is not intended, nor should it be construed, as medical advice or as promotion of any drug compound, or as promotion of the use of any such drug compound, that is not approved or authorized by the laws and regulations of the United States or of the country in which you are located.

III. Forward Looking Statements; Safe Harbor

The information provided on this Web Site includes forward-looking information and forward-looking statements (collectively, "forward-looking statements" within the meaning of applicable securities laws, including within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995). Forward-looking statements reflect Mirati management's expectations and beliefs regarding future events. Forward-looking statements may also reflect Mirati management's plans, goals, objectives and missions. Such forward-looking statements can usually be identified by the use of words such as "may", "would", "will", "expect", "believe", "intend", "plan", "anticipate", "estimate" and other similar terminology. Such statements, based as they are on the expectations or goals of management of Mirati at the time they are made or first included on this Web Site, and upon what management believes to be reasonable assumptions based on information available to it at the time, inherently involve numerous risks and uncertainties, known and unknown, many of which are beyond Mirati's control. Such risks and uncertainties include, but are not limited to, the impact of general economic conditions, economic conditions in the pharmaceutical industry, changes in the regulatory environment, stock market volatility, fluctuations in costs, our ability to develop and protect our intellectual property and operate our business without infringing upon the intellectual property rights of others, reliance on third parties and/or collaborative agreements for successful development and commercialization of our products, changes in the competitive landscape, changes in the standard of care for the various indications in which Mirati is involved, and other risks detailed in Mirati's annual report on Form 10-K, as well as other subsequent filings made from time to time with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. These risks and uncertainties could cause future results, performance or achievements to differ materially from the results, performance or achievements expressed or implied by such forward-looking statements. Such results, performance or achievements include, but are not limited to, the timing of enrollment or completion of clinical trials, the results of clinical trials, the timing and effects of regulatory action, the relative success or the lack of success in developing and gaining regulatory approval of Mirati's drug candidates, the success, efficacy or safety of any of Mirati's drug candidates, the ability to scale up, formulate and manufacture sufficient good manufacturing practices, clinical or commercialization quantities of Mirati's drug candidates, and the relative success or the lack of success in the market acceptance of any of Mirati's drug candidates. These forward-looking statements speak only as of the date they are first made or updated on this Web site, and Mirati hereby disclaims any intention, duty, obligation, or undertaking to revise or update forward-looking statements contained on this Web Site.

IV. Copyrights; Trademarks

All content included on this Web Site, such as text, graphics, art work, button icons, images, scientific illustrations, photographs, audio clips, video clips, digital downloads, data compilations, user interface and software (collectively, the "Copyrighted Materials") is the property of Mirati, or its content suppliers or licensors, and the compilation (meaning the collection, arrangement, and assembly) of all content on this Web Site is the property of Mirati, and are protected by U.S. and international copyright laws. The Mirati logos and trademarks, as well as all other names, logos, slogans, images, marks, trade names, and trademarks used on this Web Site (collectively, the "Trademarks") are the properties of their respective owners and are protected by trademark laws. Mirati hereby grants you permission to view and use Copyrighted Material available on the site in connection with your use of the site. Any other use of the Copyrighted Materials, including but not limited to the reproduction, republication, modification, distribution, transmission, performance, or distribution of the same, is strictly prohibited and may be a violation of applicable law. Nothing contained on this Web Site should be construed as granting, explicitly, implicitly or otherwise, any license or right to use any Mirati Trademarks without the prior written permission of Mirati, or to use the Trademarks of any third party.

V. Submitted Information

Any information, data, know-how, inventions, improvements, techniques, comments, ideas, suggestions, or materials that you transmit to the Web Site, whether intentionally, by virtue of your access to this Web Site, by electronic mail or otherwise (collectively, "User Submissions"), are and will be treated as non-confidential and non-proprietary. You hereby agree that User Submissions may be used by Mirati or its affiliates in any manner, including, but not limited to, reproduction, publication, disclosure, transmission, broadcast, and posting, and for any purpose, including for, but not limited to, developing, manufacturing, marketing, and selling products and services. Any personally identifiable information contained in or comprising User Submissions is governed by this Web Site's Privacy Policy.

VI. Links to Other Web Sites

This Web Site may contain links to other web sites which are owned and/or maintained by third parties (the "Linked Sites") over whom Mirati has no control. Mirati is providing links to Linked Sites only for convenience, and Mirati's inclusion of such links on this Web Site is not, nor does it imply, any endorsement by Mirati of such Linked Sites or the information contained therein. Mirati makes no representations or warranties as to the accuracy or any other aspect of the information contained on the Linked Sites, including any goods or services sold or made available thereon. Mirati disclaims all liability and responsibility for the content of the Linked Sites. Nothing in these Terms of Use is intended, nor shall they be construed, as the grant of any rights or authorization with respect to the Linked Sites. If you access the Linked Sites, you are leaving this Web Site and your access, use or browsing of such Linked Sites is at your own risk.

VII. Disclaimers; Disclaimers of Warranty; Limitation of Liability

YOUR ACCESS, USE AND BROWSING OF THIS WEB SITE AND THE INFORMATION CONTAINED ON THIS WEB SITE ARE AT YOUR OWN RISK. MATERIAL CONTAINED IN OR ACCESSIBLE THROUGH THIS WEB SITE IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO AND DOES NOT CONSTITUTE AN OFFERING OF SECURITIES IN ANY JURISDICTION. MIRATI DOES NOT ASSUME ANY DUTY OF DISCLOSURE BEYOND THAT WHICH IS REQUIRED BY APPLICABLE LAW. MIRATI MAKES NO REPRESENTATIONS, WARRANTIES, OR ASSURANCES AS TO THE ACCURACY, CURRENCY, SUITABILITY OR COMPLETENESS OF THE INFORMATION OR MATERIALS PROVIDED ON THIS WEB SITE. ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MIRATI SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, AND FREEDOM FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS. MIRATI DOES NOT WARRANT THAT THIS WEB SITE, ITS SERVERS, OR E-MAIL SENT FROM MIRATI ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MIRATI SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS WEB SITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS WEB SITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THIS WEB SITE OR USE OF THIS WEB SITE. YOUR USE OF THIS WEB SITE IS AT YOUR OWN RISK. IN NO EVENT SHALL MIRATI, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEB SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEB SITE, THE MATERIALS IN THIS WEB SITE, YOUR RELIANCE ON ANY INFORMATION PROVIDED IN THIS WEB SITE, THE DELAY OR INABILITY TO USE THIS WEB SITE OR OTHERWISE ARISING IN CONNECTION WITH THIS WEB SITE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

VIII. Severability; Waiver

If any part of these Terms of Use is found to be invalid by any court of competent jurisdiction, the invalidity of such part shall not affect the validity of the remainder of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

IX. Disputes; Governing Law; Jurisdiction

These Terms of Use, and any dispute between you and Mirati relating to this Web Site and/or your access or use of this Web Site, shall be governed by the laws of the state of California, without regard to its conflicts of law provisions, and applicable federal laws of the United States. You consent and submit to the exclusive jurisdiction of the state and federal courts located in San Diego, California, with respect to these Terms of Use, and any dispute between you and Mirati relating to this Web Site and/or your access or use of this Web Site. Except to the extent prohibited by applicable law, any claim or cause of action arising from or relating to your access or use of the Web Site must be brought within two (2) years from the date on which such claim or action arose.