Common use of SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Clause in Contracts

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements, other than statements of historical fact, included or incorporated in this report regarding our strategy, future operations, collaborations, intellectual property, cash resources, financial position, future revenues, projected costs, prospects, plans, and objectives of management are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. There are a number of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements. These important factors include those set forth below under the heading “Risk Factors.” These factors and the other cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements whenever they appear in this prospectus. In addition, any forward-looking statements represent our estimates only as of the date that this prospectus is filed with the SEC, and should not be relied upon as representing our estimates as of any subsequent date. We do not assume any obligation to update any forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, the documents incorporated by reference herein and any accompanying prospectus contains supplement may contain forward-looking statements. These statements within relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. All statements other than statements of historical facts are forward-looking statements. These forward- looking statements are made under the meaning of “safe harbor” provision under Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act and as defined in the Private Securities Litigation Reform Act of 19341995. In some cases, as amended, or the Exchange Act. All statements, other than statements of historical fact, included or incorporated in this report regarding our strategy, future operations, collaborations, intellectual property, cash resources, financial position, future revenues, projected costs, prospects, plans, and objectives of management are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” and “would” and similar expressions are intended to you can identify forward-looking statements, although not all forward-looking statements contain by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these identifying wordsterms or other comparable terminology. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in our forward-looking These statements and you are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. You should refer to the “Risk Factors” section of this prospectus, any accompanying prospectus supplement, and our periodic and current reports filed with the SEC for specific risks that could cause actual results to be significantly different from those expressed or implied by these forward-looking statements. There are a number If one or more of important factors that could cause these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results to differ materially may vary significantly from those indicated implied or implied projected by the forward-looking statements. These important factors include those set forth below under the heading “Risk Factors.” These factors and the other cautionary statements made in this prospectus should be read as being applicable to all related forwardNo forward- looking statement is a guarantee of future performance. Forward-looking statements whenever they appear in this prospectus. In addition, any forward-looking statements represent our estimates speak only as of the date that this prospectus is filed with the SEC, made and should not be relied upon as representing our estimates as of any subsequent date. We do not assume any we undertake no obligation to update any forward-looking statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statementstatements, whether as a result of new information, future events or otherwise. You should read this prospectus, any accompanying prospectus supplement and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Forward-looking statements in this prospectus include, but are not limited to, statements about: • the initiation, timing, progress and results of our studies in animals and clinical trials, and our research and development programs; • our ability to advance our product candidates into, and successfully complete, clinical trials; • our reliance on the success of our clinical-stage product candidates; • the timing or likelihood of regulatory filings and approvals; • the commercialization of our product candidates, if approved; • our ability to develop sales and marketing capabilities; • the pricing and reimbursement of our product candidates, if approved; • the implementation of our business model, strategic plans for our business and technology; • the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology; • our ability to operate our business without infringing the intellectual property rights and proprietary technology of third parties; • costs associated with defending intellectual property infringement, product liability and other claims; • regulatory development in the United States, China and other jurisdictions; • estimates of our expenses, future revenues, capital requirements and our needs for additional financing; • the potential benefits of strategic collaboration agreements and our ability to enter into strategic arrangements; • our ability to maintain and establish collaborations or obtain additional grant funding; • the rate and degree of market acceptance of our product candidates; • developments relating to our competitors and our industry, including competing therapies; • our ability to effectively manage our anticipated growth; • our ability to attract and retain qualified employees and key personnel; • statements regarding future revenue, hiring plans, expenses, capital expenditures, capital requirements and share performance; • the future trading price of our ordinary shares and impact of securities analysts’ reports on these prices; and • other risks and uncertainties, including those listed under the caption “Risk Factors.” The “Risk Factors” section of this prospectus references the principal contingencies and uncertainties to which we believe we are subject, which should be considered in evaluating any forward-looking statements contained or incorporated by reference in this prospectus or in any prospectus supplement.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus contains and the information incorporated by reference in this prospectus include “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Section 27A of the Securities Act. All statementsFor these purposes, other than any statements of historical fact, included contained or incorporated in this report by reference herein regarding our strategy, future operations, collaborations, intellectual property, cash resources, financial position, future revenues, projected costs, prospects, plans, plans and objectives of management management, other than statements of historical facts, are forward-looking statements. The In some cases, you can identify forward-looking statements by the words “believesmay,” “anticipatesmight,” “estimatescan,” “planswill,” “expects,” “intends,” “mayto be,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “likely,” “projects,” “continue,” “will,” and “wouldongoing,” and similar expressions are or the negative of these terms, or other comparable terminology intended to identify forward-looking statementsstatements about the future, although not all forward-looking statements contain these identifying words. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed expressed or implied in our forward-looking statements and you should not place undue reliance on our forward-looking statements. There are a number of important factors that could cause actual results, levels of activity, performance or events to differ materially from those expressed or implied in the forward-looking statements we make. You should refer to the “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus, for a discussion of important factors that may cause our actual results to differ materially from those indicated expressed or implied by our forward-looking statements. These important factors include those set forth below under Given these risks, uncertainties and other factors, many of which are beyond our control, we cannot assure you that the heading “Risk Factors.” These factors and the other cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements whenever they appear in this prospectusprospectus will prove to be accurate, and you should not place undue reliance on these forward-looking statements. In additionFurthermore, any if our forward-looking statements represent prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our estimates objectives and plans in any specified timeframe, or at all. Any forward-looking statement speaks only as of the date that this prospectus on which it is filed with made. Although we may elect to update forward-looking statements in the SECfuture, we specifically disclaim any obligation to do so, except as may be required by law, even if our estimates change, and readers should not be relied upon rely on our forward-looking statements as representing our estimates views as of any date subsequent date. We do not assume any obligation to update any forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwisethe date the statements were made.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, the documents incorporated by reference herein and any accompanying prospectus contains supplement may contain forward-looking statements. These statements within relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. All statements other than statements of historical facts are forward-looking statements. These forward- looking statements are made under the meaning of □safe harbor□ provision under Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act and as defined in the Private Securities Litigation Reform Act of 19341995. In some cases, as amended, or the Exchange Act. All statements, other than statements of historical fact, included or incorporated in this report regarding our strategy, future operations, collaborations, intellectual property, cash resources, financial position, future revenues, projected costs, prospects, plans, and objectives of management are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” and “would” and similar expressions are intended to you can identify forward-looking statements, although not all forward-looking statements contain by terminology such as □may,□ □will,□ □should,□ □expects,□ □intends,□ □plans,□ □anticipates,□ □believes,□ □estimates,□ □predicts,□ □potential,□ □continue□ or the negative of these identifying wordsterms or other comparable terminology. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in our forward-looking These statements and you are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. You should refer to the □Risk Factors□ section of this prospectus, any accompanying prospectus supplement, and our periodic and current reports filed with the SEC for specific risks that could cause actual results to be significantly different from those expressed or implied by these forward-looking statements. There are a number If one or more of important factors that could cause these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results to differ materially may vary significantly from those indicated implied or implied projected by the forward-looking statements. These important factors include those set forth below under the heading “Risk Factors.” These factors and the other cautionary statements made in this prospectus should be read as being applicable to all related forwardNo forward- looking statement is a guarantee of future performance. Forward-looking statements whenever they appear in this prospectus. In addition, any forward-looking statements represent our estimates speak only as of the date that this prospectus is filed with the SEC, made and should not be relied upon as representing our estimates as of any subsequent date. We do not assume any we undertake no obligation to update any forward-looking statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statementstatements, whether as a result of new information, future events or otherwise. You should read this prospectus, any accompanying prospectus supplement and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Forward-looking statements in this prospectus include, but are not limited to, statements about: • the initiation, timing, progress and results of our studies in animals and clinical trials, and our research and development programs; • our ability to advance our product candidates into, and successfully complete, clinical trials; • our reliance on the success of our clinical-stage product candidates; • the timing or likelihood of regulatory filings and approvals; • the commercialization of our product candidates, if approved; • our ability to develop sales and marketing capabilities; • the pricing and reimbursement of our product candidates, if approved; • the implementation of our business model, strategic plans for our business and technology; • the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology; • our ability to operate our business without infringing the intellectual property rights and proprietary technology of third parties; • costs associated with defending intellectual property infringement, product liability and other claims; • regulatory development in the United States, China and other jurisdictions; • estimates of our expenses, future revenues, capital requirements and our needs for additional financing; • the potential benefits of strategic collaboration agreements and our ability to enter into strategic arrangements; • our ability to maintain and establish collaborations or obtain additional grant funding; • the rate and degree of market acceptance of our product candidates; • developments relating to our competitors and our industry, including competing therapies; • our ability to effectively manage our anticipated growth; • our ability to attract and retain qualified employees and key personnel; • statements regarding future revenue, hiring plans, expenses, capital expenditures, capital requirements and share performance; • the future trading price of our ordinary shares and impact of securities analysts’ reports on these prices; and • other risks and uncertainties, including those listed under the caption □Risk Factors.□ The □Risk Factors□ section of this prospectus references the principal contingencies and uncertainties to which we believe we are subject, which should be considered in evaluating any forward-looking statements contained or incorporated by reference in this prospectus or in any prospectus supplement.