Palisade Bio Governance Documents

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Corporate Governance Guidelines (opens in new window)

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Governance and Nominating Committee (opens in new window)

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Compensation Committee (opens in new window)

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Audit Committee (opens in new window)

258 KB

Code of Business Conduct and Ethics (opens in new window)

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Legal

The following Terms of Use govern and apply to your use and/or reliance upon this and any website maintained Palisade Bio, Inc. (“Palisade”) and any of Palisade’s social media offerings (together “Website”). Access and use of the Website are subject to the terms and conditions set forth herein and all applicable laws, statutes, and regulations. Palisade may revise these Terms of Use from time to time without further notice by updating this posting. Your access or use of the Website indicates your acceptance of these terms.

Your access to and use of the Website is also subject to the Palisade’s Privacy Policy, the terms and conditions of which are incorporated herein by reference. If you do not agree to these terms please exit from this website immediately.

Disclaimer of Warranties and Limitation of Liability

PALISADE MAINTAINS THE WEBSITE AS A SERVICE TO THE INTERNET COMMUNITY. THE WEBSITE IS DESIGNED TO PROVIDE GENERAL INFORMATION ABOUT THE SUBJECT MATTER PRESENTED.

Palisade will use reasonable efforts to include accurate and up-to-date information on the Website, but all information is provided “AS IS.” Palisade makes no warranties or representations as to the accuracy of information presented on the Website and disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement to the full extent permitted by applicable law.

In addition, any information presented on the Website as of a particular date may only be accurate as of such date and Palisade disclaims any responsibility to update such information. Palisade shall not be held responsible for any action taken that is based on the information presented on the Website, and all users of the Website agree that all access and use of the Website, and any and all content presented on the Website, is at the user’s own risk.

NEITHER PALISADE NOR ANY OF ITS AGENTS OR AFFILIATES SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF USER’S ACCESS, USE, OR INABILITY TO USE THE WEBSITE, OR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEBSITE.

Any communication or material you transmit to Palisade via the Website or Internet electronic mail is transmitted by you on a non-confidential basis. Palisade makes no promise, express or implied, not to use such communication or material for any purpose whatsoever, including reproduction, publication, broadcast and posting.

Health Information

The Website does not, and is not intended to, provide medical advice, nor does it provide instruction on the appropriate use of any product produced or supplied by Palisade, its affiliates, related companies, or its licensors, licensees or joint venture partners. Users of the Website should be aware that any product(s) under development described herein or therein have not been found safe or effective by any regulatory agency and are not approved for any use outside of clinical trials. The information presented on the Website should not be interpreted or construed in any way as a replacement or substitution for medical advice provided by your doctor or healthcare provider. It is important that you discuss your treatment options and any questions that you may have with your doctor or healthcare provider.

News & Press Releases

The Website may contain information, news, and/or press releases, the content of which is accurate or current only as of the date of the particular information, news, press release, or posting. Palisade does not update press releases once they have been made public.

Social Media Offerings

Palisade’s social media offerings contain news and information about Palisade and provide a place for community members to connect to learn about Palisade. While Palisade welcomes comments and other forms of communication related to Palisade’s social media offerings, Palisade does not commit to respond to any such comments or other forms of communication. Palisade will manage its own social media offerings in line with social media guidelines and regulatory requirements and reserves the right to remove content that is inconsistent with such guidelines and requirements. Examples of content that may be removed include, but are not limited to, disrespectful or otherwise inappropriate postings, medical advice or requests thereof, claims relating to safety or efficacy, investigational product candidates, personal information, spam or unsolicited content, and unrelated or inappropriate information. In addition, Palisade reserves the right to ban anyone from Palisade’s social media offerings who violates these terms.

Palisade’s social media platforms are not suitable forums to report medical side effects related to Palisade’s investigational product candidates. Palisade is not providing and cannot provide medical advice. Any questions regarding your condition, treatment or medical side effects should be directed to your doctor or healthcare provider immediately.

Intellectual Property: Copyrights & Trademarks

The Palisade company name and logo, and all product names, regardless of whether or not they appear in large print or with a trademark symbol, are trademarks of Palisade, its affiliates, related companies, or its licensors or joint venture partners, unless otherwise noted. Use, reproduction, copying, or redistribution of these trademarks, without the written permission of Palisade is prohibited.

The entire content of the Website, including any images or text, is protected by copyright. In consideration for your agreement to these terms and conditions, Palisade grants you a personal, non-exclusive, nontransferable license to access and use the Website. You may download material from the Website only for personal, non-commercial use, and the Website may not be copied, distributed, downloaded, modified, reused, reposted, or otherwise exploited except as provided herein without the express written permission of Palisade. It is the policy of Palisade to enforce its intellectual property rights to the fullest extent permitted under law. The use or misuse of these trademarks, copyrights, or other materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, communications regulations and statutes, and other laws, statutes, and/or regulations.

Safe Harbor

The Website contains “forward-looking” statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to Palisade’s drug discovery efforts, preclinical and clinical development programs and drug candidates, and any statements relating to Palisade’s goals, plans, missions, expectations, beliefs, and the like. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the risks and uncertainties inherent in the discovery, development and commercialization of drugs, the risks and uncertainties associated with our technologies and those of our competitors, and other risks detailed in our filings made from time to time with the Securities and Exchange Commission, which are available at www.sec.gov. These forward-looking statements speak only as of the date they were originally included in the Website. Palisade disclaims any intent or obligation to update these forward-looking statements. The information on the Website is not intended and should not be construed as an offer to sell securities.

Third Party Websites and Other Content

The Website may include hyperlinks to websites or other content maintained or controlled by others. Palisade is not responsible for and does not routinely screen, approve, review or endorse the contents of or use of any of the products or services that may be offered at these websites or in such other content.

How to Contact Us

Palisade Bio, Inc.

5800 Armada Drive, Suite 210

Carlsbad, CA 92008

(858)704-4900

info@palisadebio.com

This Privacy Policy Statement (this “Statement”) describes the privacy practices of Palisade Bio, Inc. (“Palisade”, “we”, “us’ or “our”), including but not limited to, those applicable to any website maintained by Palisade and any of Palisade’s social media offerings (together, “Website”). Protecting the privacy and security of your personal information is important to Palisade. This Statement is designed to help you understand what data Palisade may collect, how Palisade uses and safeguards that data and who we may share it with.

Please read this Statement carefully before using our Website or submitting any information to us. Using our Website and submitting information is voluntary, and, by using our Website, or submitting information, you acknowledge that you understand and agree to our collection and use of your information as described in this Statement. If you do not agree to any of the provisions in this Statement, please do not use the Website or disclose or submit any information to us.

All individuals whose responsibilities include the processing of personally identifiable information (“Personal Information”) on behalf of Palisade are expected to protect that data by adherence to this Statement.

1. Transparency/Notice – Personal Information We Collect and How We Collect It

The types of Personal Information we may collect (directly from you or from third-party sources) and our privacy practices depend on the nature of the relationship you have with Palisade and the requirements of applicable law. We endeavor to collect information only relevant for the purposes of processing such information as permitted by applicable laws. Below are some of the ways we collect information, how we use it and the legal bases for such collection and uses.

When you use this Website, Palisade will collect only the Personal Information you provide us, if any, such as title, name, address, phone number, email address, username, and Internet Protocol (“IP”) address. We also may collect any Personal Information you provide us when you apply for employment via our Website, or when you contact us via e-mail for information or assistance, including the content of your e-mail.

Some of the ways that Palisade may collect your Personal Information include:

• The Website, surveys, business or marketing events.

• When you use the Website, you may have opportunities to sign up to receive specific information and we may ask for your contact information, so that we can send you specific information you have requested.

• When you apply for employment via our Website, or when you contact us via e-mail for information or assistance, we may obtain the information you provide, including the content of your e-mail, your name, contact information and other details included in your request.

• As you navigate the Website, certain passive information may also be collected, including internet protocol addresses, cookies, navigational data, the name of the domain and host from which you access the Internet, the browser software you use and your operating system, the date and time you access our Website, and the Internet address of the website from which you linked directly to our Website.

• From time to time, Palisade may collect Personal Information to enable you to use online social media resources offered either by Palisade or a third party as part of the Website. Generally, online social media resources are interactive tools that enable you to collaborate and share information with others. When using social media resources, you should take into careful consideration what Personal Information you share with others.

2. Use and Disclosure of Personal Information

2.1 Depending on how you interact with Palisade, we and our third-party service providers may use Personal Information in a variety of ways, including:

• Providing Information and Services You Requested. Palisade may use the Personal Information about you to provide you information that you may request. Palisade may also use your Personal Information to deliver a specific program to you, when you enroll to receive the program. Such use may include: (a) generally managing your information; (b) responding to questions, comments and requests; (c) providing access to certain areas and features of our Website; and (d) permitting you to register for events or participate in webinars.

• Administrative Purposes. Palisade may use the Personal Information about you for its administrative purposes, including, without limitation, to: (a) measure interest in our Website and programs; (b) perform internal quality control; (c) verify identity; (d) send communications regarding the Website, programs or services.

• Sharing Content with Friends or Colleagues. The Website may offer various tools and functionality. For example, the Website may include functionality that will allow you to forward or share certain content with a friend or colleague. Email addresses that you may provide for a friend or colleague will be used to send your friend or colleague the content or link you request, but will not be collected or otherwise used by Palisade or any other third parties for any other purpose.

• Pseudonymous Data. Palisade may use and share your anonymized or aggregated information within Palisade or with third parties for public health, research, analytics and any other legally permissible purposes. Anonymized or aggregated information is not Personal Information.

• For Our Protection and the Protection of Others. We may also disclose personal information if Palisade believes in good faith that such disclosure is necessary: (i) in connection with any legal investigation; (ii) to comply with relevant laws or to respond to subpoenas or warrants served on Palisade; (iii) to protect or defend the rights or property of Palisade or users of the Website or services; or (iv) to investigate or assist in preventing any violation or potential violation of the law, or this Privacy Policy.

• Other Uses. Palisade may use your Personal Information for other purposes disclosed to you at the time you provide Personal Information or with your consent.

2.2 Sensitive Personal Information. Before disclosing Sensitive Personal Information (a subset of Personal Information which, due to its nature, has been classified by law or by policy as deserving additional privacy and security protections; examples include race or ethnic origin, religious or philosophical beliefs; genetic and biometric data; information about one’s health or sex life; information relating to the commission of a criminal offense; financial account numbers; and government issued identifiers) to a third party or processing Sensitive Personal Information for any purpose you have not authorized, Palisade will try to get your explicit consent (opt-in).

3. Mobile Devices, Cookies, Pixel Tags/Web Beacons, and Analytics Information

3.1 Mobile Devices. Palisade may provide websites and online resources that are specifically designed to be compatible and used on mobile devices. Palisade will collect certain information that your mobile device sends when you use such websites or online resources, like a device identifier, user settings and the operating system of your device.

Mobile versions of the Website may require that users log in with an account. In such cases, information about use of each mobile version of the website may be associated with user accounts. In addition, Palisade may enable Individuals to download an application, widget or other tool that can be used on mobile or other computing devices. Some of these tools may store information on mobile or other devices. These tools may transmit Personal Information to us to enable Individuals to access user accounts and to enable us to track use of these tools. Some of these tools may enable users to email reports and other information from the tool. We may use personal or non-identifiable information transmitted to us to enhance these tools, to develop new tools, for quality improvement and as otherwise described in this Statement or in other notices we provide.

3.2 Cookies. Cookies are small files that are placed on your desktop, notebook or mobile device by a website you visit. From this we can, for example, recognize whether there has already been a connection between your device and our websites, or which language or other settings you prefer. Cookies may also contain personal data. By using our websites, you agree to the use of cookies. You can also visit our website without consenting to the use of cookies. This means that you can refuse such use and delete cookies at any time by making the appropriate settings on your device. If you decide against the use of cookies, it is possible that not all functions of our websites are available to you or that individual functions are only available to you to a limited extent.

3.3 Pixel Tags/Web Beacons. We may use “pixel tags,” also known as “web beacons,” which are small graphic files that allow us to monitor the use of our Sites. A pixel tag can collect information such as the Internet Protocol (“IP”) address of the computer that downloaded the page on which the tag appears; the URL of the page on which the pixel tag appears; the time the page containing the pixel tag was viewed; the browser type and language; the device type; geographic location; and the identification number of any cookie on the computer previously placed by that server. When corresponding with you via HTML capable email, we or our third party-service providers may use “format sensing” technology, which allows pixel tags to let us know whether you received and opened our email.

3.4 Analytics Information. We may also use Google Analytics and Google Analytics Demographics and Interest Reporting to collect information regarding visitor behavior and visitor demographics on some of our Website, and to develop website content. This analytics data is not tied to any Personal Information.

3.5 “Do Not Track” Signals. Some web browsers incorporate a “Do Not Track” (“DNT”) or similar feature that signals to websites that a user does not want to have his or her online activity and behavior tracked. We do not presently respond to browser DNT requests. We do not control and are not responsible for third party tracking technologies that may be used on our websites. Such third parties may serve you content based on tracking you across different websites. You consent to potentially encountering third party tracking technologies when you use our websites.

4. Website Users outside of the United States

4.1 Palisade is based in and our Website is hosted in the United States of America (USA). Please be aware that the Palisade Website is directed towards users who reside in the USA. It is not our intent to gather personally identifiable information from individuals residing outside the USA. If you are outside of the USA, by submitting personally identifiable information to us through the Website, you are consenting to the collection, storage and processing of that information in the USA and to any country to which we may transfer your information for the purposes described in this Statement. If you are outside the USA, please note that the USA may have different laws concerning the privacy of personally identifiable information than your country of residence and may not provide the same level of data protection as the laws of your country. By disclosing or submitting your Personal Information and by using our Site, you acknowledge that your Personal Information can be transferred and processed outside the European Economic Area (“EEA”).

4.2 European Data Subjects. If you are from the EU, the processing of any personal data you provide us is governed by the EU’s General Data Protection Regulation (“GDPR”) data privacy laws. GDPR requires us, as the data controller, to provide certain information concerning our processing of personal data, which is contained within this Statement. Any processing of your data is upon the legal bases stated herein.

You have the right to request access to your personal data, to have your personal data corrected, restricted or deleted, and to object to our processing of your personal data. Where you have consented to Palisade’s processing of your Sensitive Personal Information, you may withdraw that consent at any time and opt out by sending an email to [email]. Your rights may be subject to various limitations under the GDPR. If you wish to exercise any of these rights, or if you have any concerns about our processing of your personal data, please contact us in any of the ways listed in the “Contact Us” section below. You have the right to file a complaint concerning our processing of your personal data with your national (or in some countries, regional) data protection authority. The EU Commission list can be found at: http://ec.europa.eu/justice/article-29/structure/data-protection-authorities/index_en.htm

4.3 International Transfers of Personal Information. Palisade is committed to complying with this Privacy Statement and applicable data protection laws, including those outside of the United States, and those regarding international transfers of Personal Information. For the transfer of Personal Information from the EEA and Switzerland to any countries not recognized by the European Commission as providing an adequate level of data protection according to EEA standards, we have implemented adequate measures to protect the Personal Information, such as those described below. If you are located in the EEA or Switzerland, you can request more information about these measures by contacting us at the address or email address in the “Contact Us” section below.

4.3.1 Standard Contractual Clauses. To provide an adequate level of data protection according to EEA standards, Palisade has entered into contractual relationships that adhere to the SCC’s adopted regarding the processing of personal information transferred from organizations in the European Union and Switzerland to the U.S. For Personal Information transferred or received pursuant to the SCCs, Palisade is subject to the investigatory and enforcement powers of various privacy protection authorities. To learn more about data transfers under the SCCs click here: https://ec.europa.eu/info/law/law-topic/dataprotection/international-dimension-data-protection/standard-contractual-clauses-scc_en.

4.3.2 EU/U.S. and Swiss-U.S. Privacy Shield. Palisade complies with the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use and retention of personal information transferred from the European Union and Switzerland to the United States (collectively, the “Privacy Shield”). To learn more, see [link to privacy shield statement (see below)]

4.4 Website Limitation. This Statement applies to Personal Information collected via our Website. If you have provided Personal Information to us through some other means besides our Website (for example, in connection with a clinical study sponsored by Palisade in Europe), you will have received a separate notice concerning your Personal Information. Please refer to that notice first if you have any concerns about our processing of your Personal Information, as that notice will contain important information and a designated contact person for concerns – but you can always contact us (see contact information below).

5. Data Retention and Storage

Palisade retains Personal Information we receive through this Website as described in this Statement for as long as you use our Website or as necessary to fulfill the purpose(s) for which Personal Information was collected, resolve disputes, establish legal defenses, conduct audits, pursue legitimate business purposes, enforce our agreements and comply with applicable laws.

6. Security of your Information

Palisade is committed to protecting the security of your Personal Information. We use a variety of industrystandard security technologies and procedures to help protect your Personal Information from unauthorized access, use or disclosure. However, no method of transmission over the Internet or method of electronic storage is 100% secure. Therefore, while Palisade uses reasonable efforts to protect your Personal Information, Palisade cannot guarantee its absolute security. By using the Website, you agree and acknowledge that Palisade shall not be liable or responsible if any information about you is intercepted, accessed, and/or used by an unintended recipient. If you have reason to believe that the security your communications or Personal Information has been compromised, please immediately notify us immediately at: [EMAIL]

7. Changing Your Information

If you later decide that you do not want your Personal Information used for the purposes described in this Statement, you may contact us to request removal of your Personal Information from our database. For EU Individuals, any such request will be subject to GDPR limitations, as indicated above. You may also contact us to correct or update any Personal Information you have provided us. You may also “opt-out” of receiving e-mails and other communications from us by using the unsubscribe feature included in the e-mails we send.

8. Minors

This website is not intended or designed to attract or collect any information from or about children under the age of 13. We do not collect information about the age of any visitors to our website. If you are a parent or guardian of a child under the age of 13 who you believe may have provided personally identifiable information to us, please contact us and we will promptly delete such information, if any, from our databases. We do not sell the personal information of any minors.

9. Special Notice to California Residents

If you are a California resident, this section supplements the information above regarding the collection, use and disclosure of your Personal Information. California Civil Code Section 1798.83 permits individual California residents to request certain information regarding our disclosure of certain categories of Personal Information to third parties for those third parties’ direct marketing purposes. To make such a request, please contact us using the information in the “Contact Us” section below. This request may be made no more than once per calendar year, and we reserve our right not to respond to requests submitted other than to the email or mailing addresses specified below.

10. Links to Other Websites

As a convenience to our visitors, the Website may contain links to a number of websites that we believe may offer useful information. The privacy policies and procedures described herein do not apply to such websites or their content, or to any collection of your personal information after you click on links to such third-party websites.

11. Contact Us

If you have questions regarding this Statement, want to submit a request, or for other reasons anticipated above, please contact us at:

Palisade Bio, Inc.

5800 Armada Drive, Suite 210

Carlsbad, CA 92008

(858)704-4900

info@palisadebio.com

Palisade will respond to any concerns and try to resolve any privacy issues in a timely manner. If you are an EU citizen and feel that Palisade is not abiding by the terms of this Statement, please contact Palisade at the contact information provided above. If any request remains unresolved, you may contact the national data protection authority for your EU Member State.

12. Changes to this Privacy Policy.

This policy is effective March [], 2021. We may change this policy at any time, based on the needs of our business or the evolution of our Website. Any material changes to the policy will be published on this Website and any changes shall take effect immediately after being posted or otherwise provided by Palisade. Your continued use of the Website, your requests or your provisions of information is subject to the then-current Privacy Policy Statement. Your continued relationship with Palisade and/or continued use of the Website after the posting or notice of any amended Statement shall constitute your agreement to be bound by any such changes.

PALISADE BIO, INC PRIVACY SHEILD DATA PRIVACY STATEMENT

In recognition of recent EU court and regulator decisions, Palisade does not rely on the EU-U.S. and SwissU.S. Privacy Shield Frameworks to legitimize transfers of Personal Information from the EU/Switzerland to the U.S. Despite this, Palisade remains committed to following robust privacy principles, including those underlying the Privacy Shield frameworks.

Palisade has certified to the U.S. Department of Commerce that we adhere to the principles underlying the Privacy Shield (the “Principles”). The United States Federal Trade Commission (FTC) has jurisdiction over our compliance with the Privacy Shield and we are subject to the FTC’s investigatory and enforcement powers. Information regarding the Privacy Shield program and evidence of our certification can be found at https://www.privacyshield.gov/.

Our accountability under the Privacy Shield found by visiting https://www.privacyshield.gov/article?id=3- ACCOUNTABILITY-FOR-ONWARD-TRANSFER, for the Personal Information we receive and subsequently transfer to third parties is described in the Principles.