Important Legal Information and Terms of Use

These Terms of Use constitute a legally binding agreement between Patient Square Capital, L.P. and its affiliates (together, “Patient Square,” “our,” “us,” “we” or “company”) and you, the user of https://patientsquarecapital.com (the “Site”). By accessing the Site, you acknowledge that you have read and agree to these Terms of Use. These Terms of Use govern your use of the Site. Please read these Terms of Use carefully. If you do not agree with any of the terms and conditions contained herein, please do not access the Site. 

Patient Square reserves the right to amend these Terms of Use in its sole discretion. Patient Square will post any changes to these Terms of Use on the Site, and changes are effective immediately upon posting. Your continued access to or use of the Site following any such changes constitutes your acceptance of, and agreement to be bound by, such new terms and conditions. If you object to any of the changes to these “Terms of Use” you should stop accessing the Site. You should consult the “Terms of Use” bar on the Site each time you visit the Site so you are aware of any changes, as they are binding on you.

The Site is offered and available to users who are 18 years of age or older. By using the Site, you represent and warrant that you are of legal age to form a binding contract with Patient Square. If you do not meet all of these requirements, you must not access or use the Site.

Purpose of the Site; Not Investment Advice; No Recommendations

The information presented on or through the Site is made available solely for informational purposes in relation to Patient Square and its financing capabilities for prospective portfolio companies. Patient Square does not warrant the accuracy, completeness or usefulness of any information on the Site. Any reliance you place on such information is strictly at your own risk. Patient Square disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents. 

The Site is not intended to provide legal, business, tax, accounting, investment or other advice. You agree not to construe any of the Content (as defined below) provided in connection with the Site as legal, business, tax, accounting, investment, financial or other advice. You agree that the Content provided in connection with the Site does not, and shall not be deemed to, constitute an offer to sell, or a solicitation to any person to buy, any security or similar investment. You understand that none of the Content constitutes a recommendation that you or any other person purchase, sell or hold any security, company, investment product or similar investment, or that you should pursue any investment strategy, and the Content is not to be relied upon for the purpose of making investment or other decisions. In addition, you understand and agree that all Content provided in connection with the Site is published without consideration of your individual circumstances, financial or otherwise. Accordingly, you agree that you are solely responsible for any investment decisions or other determinations made, including the evaluation of any investment or other risks, with respect to any of the Content provided in connection with the Site. You agree to consult your own professional advisors as to any legal, business, tax, accounting, investment, financial or other advice regarding any Content provided in connection with the Site.

Regulatory Disclosures

Patient Square does not solicit or make its services available to the public. The Content provided on or through the Site may include information regarding past and/or present portfolio companies or investments managed by Patient Square, its affiliates and/or its personnel. It should not be assumed that investments made in the future will be comparable in quality or performance to the investments described herein. Further, references to past and present portfolio companies should not be construed as a recommendation of any particular investment or security. Current and previous portfolio companies listed on the Site are not to be considered a complete list of all investments historically made by Patient Square. The portfolio companies listed should not be assumed to have been profitable. Any past performance information on the Site is not necessarily indicative, or a guarantee, of future results.

Certain information contained on the Site constitutes “forward-looking statements.” All forward-looking statements represent only the intent and belief of Patient Square as of the date such statements were made. None of Patient Square or any of its affiliates (i) assumes any responsibility for the accuracy and completeness of any forward-looking statements or (ii) undertakes any obligation to disseminate any updates or revisions to any forward-looking statement contained on the Site to reflect any change in their expectation with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Due to various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements.

Assets under management (“AUM”) as of September 30, 2024, include Patient Square Equity Partners I (“PSEP I”) fund and co-invest, and Patient Square Equity Partners II (“PSEP II”) fund and co-invest closed unfunded equity commitments as of September 30, 2024. PSEP II had not been activated as of September 30, 2024. Patient Square Capital’s AUM generally represents the fair value of the investments held in Patient Square Capital-sponsored investment vehicles, including vehicles formed for the purpose of facilitating co-investments plus unfunded equity commitment amounts as of the measurement date, net of outstanding leverage. Patient Square Capital’s AUM figures do not include certain assets held in employee contribution vehicles.

Privacy Policies

In addition to these Terms of Use, your use of and access to the Site is also subject to our Website Privacy Policy (the “Privacy Policy”), our EU and UK Website Privacy Policy (the “EU and UK Privacy Policy”) and our California Website Privacy Policy (the “California Privacy Policy”), which are incorporated by reference herein, as applicable. Our Privacy Policy, our EU and UK Privacy Policy and our California Privacy Policy contain additional terms relating to our potential collection, use and disclosure of your personal information, as applicable. You agree that you have read, agreed to and understand our Privacy Policy, our EU and UK Privacy Policy and our California Privacy Policy, as applicable.

Firm-Level SFDR Disclosures

Disclosures required under Article 3 and 4 of Regulation (EU) 2019/2088 (“SFDR”).

TRANSPARENCY OF SUSTAINABILITY RISK POLICIES (Article 3, SFDR)

Patient Square Capital, LP (“Patient Square”) considers sustainability risk, consistent with and subject to its applicable legal, regulatory, fiduciary, or contractual duties, through the application of its ESG Policy (the “ESG Policy”).

The ESG Policy is intended to reflect the Patient Square Capital, LP’s responsibility framework for managing ESG issues, including sustainability risk, through the lifecycle of investments across Patient Square’s investment management businesses, consistent with and subject to the scope, conditions, and limitations set forth in the ESG Policy. As set forth in the ESG Policy, Patient Square will seek to:

(i)    develop ESG management acumen among Patient Square’s investment professionals;
(ii)    assess material ESG issues, risks and opportunities in its investment analysis, due diligence, and approval process for each investment;
(iii)    engage with the standing governance structures (i.e., boards of directors or the equivalent), and at times directly with the management of its portfolio companies to increase awareness of ESG issues, potentially mitigate adverse ESG impacts and potentially create value through ESG-related opportunities; and
(iv)    promote accountability within Patient Square and transparency to investors with respect to its consideration of ESG issues.

As a health care-focused investment manager, Patient Square expects that it will often, depending on the type of business it is evaluating, assess health care-related topics that are considered by generalist investors to be ESG matters—such as quality of care, patient satisfaction, and/or product or therapy quality and outcomes—as part of its core business due diligence.

Notwithstanding, in cases where Patient Square determines it has limited ability to conduct diligence in connection with an investment due to its structure and terms, Patient Square will only apply those elements of its ESG policy that it determines to be practicable.

Further information can be found in Patient Square’s ESG Policy which is available on request.

NO CONSIDERATION OF ADVERSE IMPACTS OF INVESTMENT DECISIONS ON SUSTAINABILITY FACTORS (Article 4, SFDR)

Patient Square Capital, LP does not consider adverse impacts of investment decisions on “sustainability factors” as specifically defined by the SFDR. It has elected not to do so at the present time as it considers its existing policies and procedures to be appropriate, proportional and tailored to the investment strategies of its funds. It will continue to monitor closely regulatory and market developments with respect to the SFDR and other applicable ESG-focused laws and regulations.

Posted 7 May 2024.

Notice to Japanese Investors

Pursuant to the Financial Instruments and Exchange Law of Japan, Business Operators of Specially Permitted Businesses for Qualified Institutional Investors, Etc. are required to make available to the public certain information. If you would like to obtain such information as to Patient Square Equity Advisors II, L.P., please make a request via email to [email protected] and indicate your name, company name, position, and email address, and such information will be sent to you via email promptly after your request.

Ownership

The trade names, trademarks, service marks, trade dress, logos and other indicia of source (collectively, “Marks”) found on the Site and any and all information and content available through the Site (including strategies, policies, business plans, research, concepts and other information (collectively, the “Content”)) are proprietary to Patient Square or its licensors and are protected by intellectual property rights and unfair competition and other laws. You may not use any Mark or Content without the express written permission of the owner (whether Patient Square or otherwise), and nothing contained in these Terms of Use or anywhere on the Site shall be construed as granting any license or right to use any Mark or Content.

Third-Party Links

From time to time, Patient Square may provide links from the Site to websites operated by third parties. Patient Square’s decision to do so is in no way an endorsement of these sites. Patient Square does not monitor, edit or control such third-party sites and is not responsible in any way for the suitability of their content or for the quality of the products or services offered therein. Your choice to follow links to such websites is at your sole risk. When you click on a link to another website you will be leaving the Site. If you have any questions regarding a linked site, please direct them to the administrator of the relevant site. Patient Square reserves the right to terminate any link at any time.

Disclaimer of Warranties

THE SITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND, TO THE MAXIMUM EXTENT NOT PROHIBITED UNDER LAW, ARE PROVIDED WITHOUT WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY PATIENT SQUARE, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SITE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. PATIENT SQUARE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SITE OR CONTENT WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE REMAINS WITH YOU TO THE MAXIMUM EXTENT NOT PROHIBITED UNDER LAW.

Limitation of Liability

PATIENT SQUARE DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE SITE OR THE CONTENT. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, PATIENT SQUARE IS NOT LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIM OF ANY NATURE WHATSOEVER BASED ON (1) THE SITE OR THE CONTENT, INCLUDING ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE CONTENT OR ANY FEATURE OF THE SITE, OR (2) YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE. 

UNDER NO CIRCUMSTANCES WILL PATIENT SQUARE BE LIABLE FOR ANY DAMAGES OR LOSSES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR ANY OTHER DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF ANY SERVICE OR CONTENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER TORT (INCLUDING NEGLIGENCE OF ANY KIND), CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF THE DAMAGES OR IF THE DAMAGES COULD HAVE BEEN FORESEEN.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnity

You agree that you will be solely responsible for, and that you will defend, indemnify and hold Patient Square, its parents, subsidiaries and other affiliates and each of their respective officers, directors, agents, employees and representatives harmless from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from your violation of these Terms of Use or otherwise resulting from your use of the Site. Patient Square reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification, but you must still indemnify Patient Square for all liabilities, losses or damages. You agree to provide Patient Square with whatever cooperation it reasonably requests.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS OTHERWISE REQUIRED BY LAW.

Miscellaneous 

You may not assign or otherwise transfer these Terms of Use or your rights or obligations under it without Patient Square’s prior written consent, and any attempted assignment or other transfer in violation of this provision shall be null and void. Patient Square may assign these Terms of Use or any rights under these Terms of Use without your consent and without notice. Nothing in these Terms of Use may be used to construe you and Patient Square as joint venturers, co-employers, partners or agents of each other, and neither you nor Patient Square has the power to obligate or bind the other in any way whatsoever. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of these Terms of Use shall nonetheless remain in full force and effect. The failure of Patient Square at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. These Terms of Use shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law rules. Any legal proceeding arising out of or relating to these Terms of Use against or relating to Patient Square or any indemnified party under these Terms of Use will be subject to the exclusive jurisdiction of any state or federal court sitting in San Mateo County, California and you irrevocably consent to the jurisdiction of such courts. Service of process, summons, notice or other document by mail to your address shall be effective service of process for any proceeding brought in any such court. Additionally, you irrevocably and unconditionally waive any objection to the laying of venue of any proceeding in such courts and you irrevocably waive and agree not to plead or claim in any such court that any such proceeding brought in any such court has been brought in an inconvenient forum. The terms and conditions set forth in these Terms of Use and any agreements included or referred to in these Terms of Use constitute the final, complete and exclusive agreement with respect to the Site and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

Headings and captions throughout these Terms of Use are for convenience only and should not be considered part of these Terms of Use. The word “including” means “including without limitation.” 

If you have any questions or concerns about these Terms of Use or any issues raised in these Terms of Use or on the Site, please contact [email protected].