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INTRODUCTION AND PURPOSE: Roche Pharmaceuticals (Israel) Ltd. (“Roche”), part of the F. Hoffmann-La Roche group, is committed to the pursuit of groundbreaking technologies to treat people with serious and life-threatening diseases. As part of this commitment, Roche is pleased to undertake and sponsor, in partnership with Rabin Medical Center – Beilinson Hospital of Clalit Health Services (“Beilinson Hospital”) & Start-Up Nation Central Ltd. (CC) (“SNC”), the challenge herein with respect to Ophthalmology – retinal diseases (DME, AMD, DR & RVO) (the activity described in this document: “Challenge”).
NO PURCHASE OR PAYMENT IS REQUIRED TO ENTER OR TO WIN AND NO PURCHASE OR PAYMENT SHALL BE ACCEPTED.
CHALLENGE DESCRIPTION:
The Challenge begins on the Challenge Launch Date recorded below (“Challenge Launch”) and ends on the completion of the Pilot (as defined below) offered to the winner of the Challenge (“Winner Announcement”, and “Challenge Period“, respectively). Entry into the Challenge by any entity (“Entrant” or “Participant”) does not constitute entry into any other challenge or program, including, without limitation, other similar challenges or programs offered by Roche. By participating in the Challenge, each Entrant unconditionally accepts and agrees to comply with and abide by all the terms and provisions of this document (“Official Rules”) and the decisions of Roche regarding the Challenge, which shall be final and binding in all respects.
Main steps of the Challenge are as follow:
Challenge Launch Date (Submission Opening): September 14th, 2023
Submission Deadline: December 31st, 2023
Finalists Notification Date: February 13th, 2023
Advisory committee meeting with finalists: February 28th, 2024
Finalists Showcase Event Date and announcement of Winner: March 4th, 2024
Submission by winner of final Pilot protocol to Beilinson Hospital independent review board (Helsinki committee): by no later than May 9th, 2024
Pilot completion: by no later than October 31st, 2024
Transfer to Roche of final report detailing the results of the Pilot as well as all anonymized raw data obtained in the course of the Pilot: up to 60 days from completion of Pilot
Presentation of outcome of the Pilot at a global event – up to 12 months from complementation of the Pilot.
*All dates are subject to change at the organizers discretion.
ELIGIBILITY:
The Challenge is open to the following Entrants: privately held companies formed and registered under the laws of Israel with a company ID (חפ), or technology transfer offices/entities of non-profit and/or governmental entities (such as universities, hospitals and sick funds) (“TTO/s”), which develop a project/solution as recorded in the following paragraph and who have applied for patent protection underlying the technology subject of such project/solution. We welcome solutions with a Technology Readiness Level (TRL) of 5 and above.
The Challenge can be answered by innovative technology solutions supporting Ophthalmology – retinal diseases (DME, AMD, DR & RVO) (“RD“) patients in one of the following fields:
Good solutions will answer one of the pillars of the Challenge; great solutions will answer more than one pillar. An advantage will be given to technologies and digital health solutions that are able to connect to the EMR (based on FHIR). An advantage will be given to the first two fields (i.e. follow-up & monitoring and patient support & awareness). Finally, solutions should be compatible to effectively utilize the below prize offered to the winner, i.e. undertake a Pilot at the Beilinson Hospital as outlined below.
Finalists must commit to making themselves available for a meeting with the competition’s Advisory committee as well as for the Finalist Showcase Event, in each case via videoconference or in-person, as will be determined by Roche.
HOW TO ENTER:
To enter the Challenge, go to the website located at
https://sncentral.wufoo.com/forms/za3oeil0a93sdx/ (the “Submission Website“), complete the Official Entry Form, and submit your submission according to the instructions posted on the Roche website located at https://better-future.co.il/, the Submission Website and the Official Rules (collectively: “Submission Requirements” and the submission of each Entrant: “Submission”). Any Submission that violates the Submission Requirements may be disqualified by Roche. Once a Submission is made, an Entrant is prohibited from making any changes or alterations to the Submission. By placing a Submission, Entrant affirms that it has read and agreed to all the terms and provisions of these Official Rules.
Submissions must be received during the period commencing of the Challenge Launch Date recorded above and ending on 31/12/23 (“Submission Period”). Roche is the official timekeeper for the Challenge. Unless approved otherwise by Roche on a case-by-case basis, no substitutions or new versions of Submissions will be accepted under any circumstances once the original Submission is submitted for consideration. Personal information collected in connection with the Challenge (including any personal information contained in a Submission) will be used by Roche in accordance with Roche’s privacy policy and such information, including without limitation name, mailing address, phone number, and email address may be collected, processed, stored and otherwise used by Roche inter alia for the purposes of administering the Challenge, evaluating the contents of the Submission, and as otherwise provided herein. All entry information and materials, including any copy of the Submission submitted to Roche, become the property of Roche and will not be acknowledged or returned. Proof of uploading a Submission is not considered proof of delivery to or receipt of such Submission by Roche. Furthermore, Roche and/or the Collaborators (as defined below) shall have no liability for any Submission that is lost, intercepted, or not received by Roche. Roche and/or the Collaborators (as defined below) assumes no liability or responsibility for any error, omission, interruption, deletion, theft, or destruction or unauthorized access to, or alteration of, Submissions. It is recorded that the Submission Website is a website of SNC with which Roche collaborates in various aspects of the Challenge. Notwithstanding the foregoing, SNC shall have no liability for the Challenge, the Submission Website and/or the prizes (as defined below). Beilinson Hospital, SNC, Israel Innovation Authority (“IIA”) as well as other third parties including for example advisors and Panel members (Beilinson Hospital, SNC, IIA and all other foregoing bodies, entities and persons, collectively: “Collaborators”) may have access to the Submission as well as any other material, document, data, information and/or activity in relation to the Challenge (and for clarity Roche and Collaborators may exchange any Submission and other documents, data and information regarding Entrants). Roche shall not pay any costs and/or expenses incurred in the preparation of the Submission.
SUBMISSION REQUIREMENTS:
All Entrants will be required to submit an application form (to be published by Roche) via the Submission Website, which shall inter alia include company name, registration number and address; names, positions, contact information; required information regarding the solution and a general description of the Pilot.
REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION:
By participating in the Challenge, each Entrant represents, warrants, and covenants as follows:
(a) Entrant is the sole author and creator of the Submission and all other content and information submitted by the Entrant; (b) the information supplied in the Submission is true and correct to the best of Entrant’s knowledge, information and belief; (c) Entrant meets the eligibility requirements set forth in these Official Rules; (d) Entrant’s signatory is authorized to represent Entrant and to bind Entrant to these Official Rules; (e) neither the Entrant nor any content or information contained in the Submission is the subject of any actual or threatened litigation, claim, investigation, audit or other civil or criminal proceeding by any governmental entity or private third party; and (f) neither the Entrant nor any of its direct or indirect owners has a direct or indirect financial relationship or compensation arrangement with a current employee, officer or director of Roche or any of its affiliates and/or Beilinson Hospital. In Addition, in the frame of the Submission each Entrant shall disclose (in order for Roche and Beilinson Hospital to examine at their sole and unfettered discretion a potential situation of a conflict of interest) any current or past relation and/or agreement that Entrant and/or its owners may have vis-à-vis Roche and/or any of its affiliates and/or Beilinson Hospital.
If the Submission includes any third party works (such as third party content or open source code), Entrant must be able to provide, upon Roche’s request, all appropriate licenses and releases for such third party works. In the event Entrant cannot provide all required licenses and releases, Roche reserves the right, in Roche’s sole discretion, to disqualify the applicable Submission, or seek to secure the licenses and releases for Roche’s benefit and allow the applicable Submission to remain in the Challenge. Feedback provided in a Submission or in any other manner regarding products and/or technology and/or services of Roche and/or an affiliate thereof will not be treated as confidential or protected by intellectual property of any kind, and Roche is free to use such feedback on an unrestricted basis with no compensation to Entrant.
By participating in the Challenge, Entrant agrees to indemnify, defend, and hold harmless Roche and Collaborators from and against all third party claims, actions, or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising from Entrant’s Submission or any breach or alleged breach of any of the representations, warranties and covenants of Entrant hereunder. Roche reserves the right to disqualify any Submission that Roche, in its sole discretion, deems to violate these Official Rules.
SUBMISSION LICENSE; CONFIDENTIALITY:
EACH ENTRANT RETAINS TITLE AND FULL OWNERSHIP IN AND TO THEIR SUBMISSION. ENTRANT EXPRESSLY RESERVES ALL INTELLECTUAL PROPERTY RIGHTS NOT EXPRESSLY GRANTED UNDER THIS AGREEMENT. By participating in the Challenge, each Entrant hereby irrevocably grants to Roche, Beilinson Hospital and SNC a limited, non-exclusive, royalty free, worldwide, license and right to use the Submission solely to the extent necessary to administer the Challenge, and to publicly perform and publicly display the Submission, including, without limitation, for advertising and promotional purposes relating to the Challenge. In the event that Roche shall decide to publicly display the Submission as above-mentioned, Entrants will be granted in such display an acknowledgment containing Entrant’s name and logo.
Entrant understands and agrees that it should only provide information in or with its Submission that it is willing to allow Roche to use and/or disclose (e.g. to Collaborators) and/or publicize without any expectation that Roche and/or SNC and/or any other third party will hold such information in confidence. Entrant acknowledges and agrees that Roche, SNC and other third parties on their behalf do not have any obligation to keep the Submission and/or any other information, data and documents provided by Entrant in relation to the Challenge confidential and no confidentiality obligation is established by Entrant’s Submission or by any additional disclosures of Entrant, including but not limited during the Finalist Showcase Event.
Entrant understands and agrees that it is solely responsible for obtaining appropriate legal protection for its intellectual property rights before disclosing its inventions, ideas, data, documents and/or material to Roche or any other entity on a non-confidential basis or it risks losing the ability to protect these according to applicable law.
PUBLICITY RELEASE:
By participating in the Challenge, each Entrant hereby irrevocably (a) grants to Roche and Beilinson Hospital and SNC the right to use such Entrant’s name, likeness, image, and biographical information in any and all media for any purpose, including, without limitation, advertising and promotional purposes relating to the Challenge, and (b) releases Roche and Collaborators from any liability with respect thereto.
Participation in the Challenge does not confer any right on the Entrant to use any name, trademark, service mark or other designation of Roche and/or any entity affiliated with Roche (including any contraction, abbreviation, or simulation of Roche name) and/or any Collaborator in advertising, publicity or any promotional activities.
WINNER SELECTION/EVALUATION CRITERIA:
First Round
A review panel, advisory committee or similar body (“Panel”) selected by Roche will select up to six (6) Semi-Finalists from all eligible Submission. Evaluation criteria for the First and Second Rounds may include for example and without limitation: quality of founding team, interest area fit, runway, does the solution address a real need, maturity and timeline, novelty and effectiveness and general impression. In addition, the advisory committee will consider the feasibility of performing the suggested pilot in Beilinson Hospital.
Above Evaluation criteria may vary according to the sole an unfettered discretion of Roche
Second Round
All Semi-Finalists will be notified by the Finalist Notification Date and required to participate in a meeting with the Panel members (Advisory Committee), Roche, Beilinson Hospital and SNC during which the Semi-Finalists will present their projects and answer questions of the Panel members, and in the live finalist showcase/pitch event (via video conference / live, as will be determined by Roche) (“Showcase Event”) in which the Semi-Finalists will concisely present their concept to Roche, Beilinson Hospital, SNC, Panel members and potentially other third parties including venture funds and other domain experts. It is recorded that the Showcase Event as well as Winner Announcement ceremony may be recorded by audio/video by Roche, Beilinson Hospital, SNC and/or anyone on their behalf, and Entrants provide their approval (and have procured the approval of their staff and anyone else on their behalf participating in the Showcase Event) for the use by Roche, Beilinson Hospital, SNC and/or anyone on their behalf of such recording/s or any part thereof (including public use such as for example posting on a Roche website and/or Submission Website).
NOTICE TO FINALISTS AND WINNERS:
Attempts to notify potential Semi-Finalists will be made using the contact information provided on the Entrant’s Submission. Roche is not responsible for e-mail or other communication problems of any kind. If, despite reasonable efforts, a potential Semi-Finalist does not respond within three (3) days of the first notification attempt, such potential Semi-Finalist will forfeit its rights and an alternate Finalist may be selected.
Prize winner will be notified on or around Winner Announcement Date via contact information provided on the winner’s Submission. Roche is not responsible for e-mail or other communication problems of any kind. If, despite reasonable efforts, a potential winner does not respond within three (3) days of the first notification attempt such potential winner will forfeit its prize and an alternate winner may be selected by Roche.
If any potential Semi-Finalist or prize winner is found to be ineligible, or if the potential Semi-Finalist or prize winner is determined not to have complied with these Official Rules or declines the applicable prize for any reason prior to award, such potential Semi-Finalist or prize winner will be disqualified and an alternate Semi-Finalist or winner may be selected by Roche
PRIZES AND CONDITIONS:
Following the Advisory Committee’s recommendation, Roche and Beilinson Hospital will, in their sole discretion, select one winner of the Challenge. Each Entrant unconditionally acknowledges and agrees to be bound by the final winner selection of Roche and Beilinson Hospital, which decision shall be final and binding in all respects and is not subject to any appeal.
Winner of the Challenge will be entitled to receive:
The winner will be required to accept these terms and conditions to exercise the prize. In addition, the winner will be required to execute (a) vis-à-vis Roche – a prize letter in a form provided by Roche according to its sole and unfettered discretion (“Roche Prize Letter“); and (b) vis-à-vis Beilinson Hospital – an agreement for the performance of the Pilot at Beilinson Hospital in a form provided by Beilinson Hospital according to its sole and unfettered discretion (“Beilinson Hospital Pilot Agreement” and together with Roche Prize Letter: “Prize Documents”). It is recorded that while Roche is not a party to the Beilinson Hospital Pilot Agreement, shall not be involved in any manner in the Pilot and shall bear no liability in connection thereto – winner shall provide Roche with the Pilot final report detailing the results of the Pilot as well as all anonymized raw data obtained in the course of the Pilot, within 60 days from Pilot completion. It is also recorded that SNC shall not bear any responsibility for any financial or non-financial commitments of the Monetary Grant and/or the Pilot and/or the Pilot Budget.
For the sake of good order it is noted that under the Medical Center Pilot Agreement – the results of the Pilot and all intellectual property rights therein shall be owned by winner (as shall be further detailed in the Medical Center Pilot Agreement).
If a winner fails or refuses to sign and return the Prize Documents within thirty (30) days of Roche’s/Beilinson Hospital’s (as applicable) request, the potential winner may be disqualified and an alternate winner may be selected. No cash alternative or substitution or transfer of prizes will be allowed. Winner is responsible for reporting and paying any income taxes or other taxes that may apply to accepting a prize; and neither Roche nor Beilinson Hospital are responsible for and will not pay any such taxes.
FINALISTS:
All finalists will receive a special on-boarding session with the IIA, introducing the IIA funding programs.
DATES/DEADLINES:
Because of the unique nature and scope of the Challenge, Roche, SNC and Beilinson Hospital reserve the right, in addition to those other rights reserved herein, to modify any dates or deadlines set forth in these Official Rules or otherwise governing the Challenge for any reason. Entrants will be notified of such changes according to the contact information provided in their Submissions.
GENERAL LIABILITY RELEASE/FORCE MAJEURE:
Each Entrant agrees that neither Roche nor Collaborators nor anyone on their behalf (a) shall be responsible or liable for any losses, damages, or injuries of any kind (including death) resulting from participation in the Challenge or any Challenge-related activity, or from Entrants’ acceptance, receipt, possession, use, or misuse of any prize, and (b) makes any warranty, representation, or guarantee, express or implied, in fact or in law, with respect to any prize, including, without limitation, regarding such prize’s merchantability or fitness for a particular purpose. Entrants will indemnify, defend, and hold harmless Roche and Collaborators and anyone on their behalf from and against all third party claims, actions, or proceedings of any kind and from any and all damages, liabilities, costs, and expenses relating to or arising from Entrant’s participation in the Challenge. Roche and Collaborators assume no responsibility for any damage to an Entrant’s computer system which is occasioned by accessing the Submission Website or other Challenge-related websites or participating in the Challenge, or for any computer system, phone line, hardware, software, or program malfunctions, or other errors, failures, delayed computer transmissions, or network connections that are human or technical in nature. Without limiting the generality of the foregoing, Roche and Collaborators are not responsible for incomplete, illegible, misdirected, misprinted, late, lost, damaged, or stolen entries or prize notifications; or for lost, interrupted, inaccessible, or unavailable networks, servers, satellites, Internet Service Providers, websites, or other connections; or for miscommunications; or for any technical malfunctions, failures, difficulties, or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. Roche reserves the right in its sole discretion to disqualify any Entrant who is found to be tampering with the entry process or the operation of the Challenge or Submission Website or other Challenge-related websites, to be acting in violation of these Official Rules, or to be acting in an unsportsmanlike or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Challenge, or to annoy, abuse, threaten, or harass any other person, and Roche reserves the right to seek damages and other remedies from any such Entrant to the fullest extent permitted by law. In the event an insufficient number of eligible entries are received or Roche is prevented from awarding the prize or continuing with the Challenge as contemplated herein by any event beyond its control, including, without limitation, fire, flood, natural or man-made epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any law, order, or regulation, public health crisis, order of any court or jurisdiction, or other cause not reasonably within Roche’s control (“Force Majeure“), Roche shall have the right to modify, suspend, or terminate the Challenge. If the Challenge is terminated for Force Majeure before expiration of the Challenge Period, Roche and Beilinson Hospital may decide to select a winner from all eligible, non-suspect entries received as of the date of the event giving rise to the termination. These Official Rules cannot be modified or amended in any way except in a written document issued in accordance with the law by a duly authorized representative of Roche. The invalidity or unenforceability of any provision of these Official Rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Official Rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.
GOVERNING LAW/JURISDICTION:
All issues and questions concerning the construction, validity, interpretation, and enforceability of these Official Rules and the rights and obligations of Entrants or Roche in connection with the Challenge and any aspect of the Challenge shall be governed by and construed in accordance with the laws of Israel and any and all disputes relating to a Submission and/or subsequent interaction with Roche and/or these Official Rules and/or the Challenge shall be exclusively referred to the courts located in Tel Aviv, Israel.8
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