COVID-19 Open Innovation Challenge Official Rules

Sponsor

The sponsor of the COVID19 Open Innovation Challenge (the “Challenge”) is Hoffmann-La Roche Limited, 7070 Mississauga Road, Mississauga, ON, L5N 5M8, Canada (“Roche”)

Challenge Description

COVID-19 Open Innovation Challenge is designed to bring together and support the community in order to solve some of the challenges and issues of COVID-19. Interested parties are invited to propose an innovative solution to a challenge or issue relating to the COVID-19 pandemic. Submissions will be evaluated by a Roche steering committee composed of Roche employees from across several functions (Medical Affairs, Commercial Operations, IT, Roche Diagnostics) and patient and patient advocacy group representatives (“Steering Committee”). Roche has established a fund to support winning proposals, divided into two (2) funding level categories: 

  • Individual programs (maximum funding of $50,000 per program),
  • Team programs (maximum funding of $100,000 per program).

By participating in the Challenge, Applicants unconditionally accept and agree to comply and abide by these Official Rules, and the decisions of Roche and the Steering Committee, which shall be final and binding in all respects.

Eligibility

The Challenge is open to individuals, corporations, partnerships or other organizations that are legal residents of Canada and who (in the case of individuals) have reached the legal age of majority in their jurisdiction of residence (“Applicant”).  Please note that individual Applicants must generally be affiliated with an organization or entity that may receive funding from Roche under the Innovative Medicines Canada Code of Ethical Practices (the ethics code governing Roche’s activities in Canada).  Furthermore, the following are not eligible to receive funding:

  • Employees of Roche or each of their affiliates, and/or any other individual or entity associated with the development, evaluation or administration of the Challenge as well as members of such persons’ immediate families (spouses, children, siblings, parents), and persons living in the same household of such persons, whether or not related, are not eligible to participate in the Challenge.  
  • Anyone who attempts to defraud or in any way tamper with the Challenge.
  • Any Applicant where participation would be a violation of his/her/its professional code of ethics or where he/she/it has been sanctioned, suspended, excluded, or otherwise declared ineligible by any health authority or professional governing body.
  • Any other individual or entity that is prohibited from receiving funding under the Innovative Medicines Canada Code of Ethical Practices.
  • Any Applicant where participation would violate any rules, laws or the terms of any other agreement previously entered into between the Applicant and any third party, including but not limited to the institute, hospital or university at which he or she may be active.

How to Enter

The opportunity to register and submit proposals for the Challenge begins March 27, 2020 and ends April 10, 2020. To enter, Applicants must go to COVID-19 Open Innovation Challenge (“COVID-19 Challenge website”), register for the Challenge and fill out all required Submission Form text fields to submit their proposal (“Submission) in accordance with all terms and conditions specified in these Official Rules and on the COVID19 Challenge website.

Applicants may make as many Submissions as desired, however Applicants are limited to one (1) award each. Each Submission must be unique and original. Submissions that are not original compositions by the Applicant, are illegal, defamatory, obscene, contain nudity or profanity, or that discriminate based on the grounds set out in Human Rights codes or other applicable legislation will not be eligible, determined at the sole discretion of the Roche.

Applicants may withdraw their Submission at any time prior to selection of winners, thereby forfeiting any rights to any benefits that may be received to support the development and implementation of their Submission.

All registration information and materials, including any copy of the Submission submitted to Roche, become the physical property of Roche and will not be acknowledged or returned. Proof of submission is not considered proof of delivery to or receipt of such Submission. Furthermore, Roche shall have no liability for any Submission that is lost, intercepted or not received by Roche. Roche assumes no liability or responsibility for any error, omission, interruption, deletion, theft, or destruction or unauthorized access to, or alteration of, Submissions.

Each Applicant will be able to ask the Steering committee up to two questions to help guide the development of their Submission. Questions can be submitted via email to mississauga.innovationchallenge@roche.ca until April 3, 2020 at which point questions will be compiled and shared with the Steering committee. The Steering committee will then review and answer each question. All questions and answers will be shared with all registered Applicants in the form of a single document by April 6, 2020. In the event that a Applicant registers after the deadline to submit questions has passed, that Applicant will also receive the compiled document.

Winner Selection/Evaluation Criteria

Roche will screen all Submissions for eligibility into the Challenge. Eligible Submissions will then be evaluated by the Steering committee based on the following equally weighted criteria:

  • Clarity (Is the challenge or issue clearly identified and the solution clearly defined? Are the rationale and objectives clearly stated?) - 5 points
  • Design (Is the design of the solution well thought out? Are all aspects of the program outlined in the proposal?) - 5 points
  • Impact and Outcome (What is the potential impact and how will it be measured? We will prioritize solutions with immediate impact to the COVID-19 pandemic) - 5 points
  • Feasibility and Applicability (Can the solution be developed and implemented in time to address current challenges and issues of the COVID-19 pandemic) - 5 points
  • Innovativeness (How innovative and novel is the solution?) - 5 points
  • Total: 25 points

Each eligible Submission will be given a score (the “Score”) out of 25 points by the Steering committee based on the evaluation criteria outlined above. A threshold score of 17 points must be achieved by a Submission in order to be considered a top eligible Submission. In the event that no Submission within a category reaches this threshold score, as determined by the Steering committee in their sole and absolute discretion on the basis of the evaluation criteria, then the benefit allocated to that category will not be awarded.

In addition to the Score, the Steering committee will also rank each eligible submission (the “Rank) based on how well it meets the evaluation criteria.

Odds of being selected as an eligible winner depend on the number and caliber of eligible Submissions submitted and received in accordance with these Official Rules. 

Notice to Winners

Attempts to notify potential winners will be made using the contact information provided on the winners’ Submission. Roche are not responsible for e-mail or other communication problems of any kind. If, despite reasonable efforts, a potential winner does not respond within five (5) days of the first notification attempt (or a shorter time as exigencies may require), or if the notification is returned as unclaimed or undelivered to such potential winner, such potential winner will forfeit his or her title and an alternate winner may be selected. If any potential winner is found to be ineligible, or if he or she has not complied with these Official Rules, or declines, if any, the applicable benefit prior to award, such potential winner will be disqualified and an alternate winner may be selected. 

NO ONE IS A WINNER UNLESS AND UNTIL ROCHE OFFICIALLY CONFIRMS HIM/HER AS A WINNER IN ACCORDANCE WITH THESE OFFICIAL RULES. BEFORE BEING DECLARED AS A CONFIRMED WINNER, each individual associated with an eligible winning Applicant will be required to sign and return within 30 business days of notification a Funding Agreement, described in the “Limitations” section below. If the winning Applicant: (a) cannot accept (or is unwilling to accept) the Funding Agreement; and/or (b) is determined to be in violation of these Official Rules (all as determined by the Roche in its sole and absolute discretion); then such Applicant will be disqualified (and will forfeit all rights to the Benefit) and the Roche reserves the right, in its sole and absolute discretion and time permitting, to select an alternate eligible winning Applicant in accordance with these Official Rules (in which case the foregoing provisions of this section shall apply to the newly selected eligible winning Applicant).

Reporting

Roche may disclose the details of the Challenge and these Official Rules, and any payment or transfer of value, including, if applicable, any benefits to a potential winner, to a governmental body to comply with applicable transparency laws, rules or regulations. Such details may include, but may not be limited to, potential winning Applicant members’ names, contact state and description of payment or transfer of value.

Benefits to Winners

Winners will be identified and recognized on the COVID-19 Challenge website as long as the site and program are running.   The amount of funds granted to each winner will be determined by Roche in consultation with the winners, however the final determination of the amount of funds is at Roche’s sole and absolute discretion.

Representation and Warranty

By entering the Challenge, Applicant represents and warrants as follows: (a) Applicant holds sufficient intellectual property rights to submit their Submission, free and clear of any encumbrances; (b) Applicant is eligible to participate in the Challenge in accordance to the eligibility criteria set forth in these Official Rules; (c) the Submission is not the subject of any actual or threatened litigation or claim; (d) the Submission does not and will not violate or infringe upon the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party; (e) the Submission does not and will not contain any harmful computer code (sometimes referred to as “malware,” “viruses” or “worms”); and (f) the Submission, and Applicant’s use of the Submission, does not and will not violate any applicable laws or regulations.  Applicant will indemnify, defend, and hold harmless Roche 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 Applicant’s Submission or any breach or alleged breach of any of the representations, warranties, and covenants of Applicant hereunder. Roche reserves the right to disqualify any Submission that Roche and/or Roche, in its sole discretion, deems to violate these Official Rules.

Submission Licence

Each Applicant retains title and full ownership in and to their Submission. However, by participating in the Challenge, each Applicant hereby irrevocably grants to Roche a limited, non-exclusive, royalty free, worldwide, irrevocable license and right to use the Submission and derivative of the Submission to the extent necessary to administer the Challenge, and to publicly perform and publicly display the Submission and any derivative of the Submission, including, without limitation, for advertising and promotional purposes relating to the Challenge.

Roche Intellectual Property Rights

Roche retains title and full ownership to all Intellectual Property Rights which: (a) were lawfully possessed by the Roche prior to receiving a Submission from a Applicant; and/or (b) are or have been independently developed by employees, consultants or agents of the Roche. Applicants acknowledge that the Roche may be independently developing concepts or applications similar or identical in nature to the Submission or elements of the Submission and that Applicant agrees that it has no claims to such Intellectual Property Rights. “Intellectual Property Rights” means all copyrights, trade secrets, trademarks, patent rights, Know-How and any and all other intellectual property or proprietary rights now known or hereafter recognized in any jurisdiction. “Know-How” means any invention, discovery, development, data, information, process, method, technique, technology, result, or other know-how, whether or not patentable, and any embodiments of any of the foregoing. For the avoidance of any doubt, your Submission (and each individual component thereof) shall not be deemed to be confidential.

Limitations

Any potential winner will be required to complete a funding agreement (“Funding Agreement”) which, among other things, sets out certain rights and obligations applicable to the supported project. Any potentially winning project is also subject to applicable federal, provincial or local laws, as well as corporate policies and industry codes applicable to Roche.

Any potential winner is solely responsible for any and all applicable taxes associated with the funds awarded under this Challenge. Roche is not responsible for delay in delivery of any funds awarded under this Challenge.

Without limiting the generality of the foregoing, the following general conditions apply to each funds received under this Challenge: (i) funds must be accepted as awarded and are not transferable, or assignable (except as may be specifically permitted by Roche in its sole discretion); (ii) if any part of funds are not utilized, then any such part(s) not utilized may be forfeited in their entirety and, if forfeited nothing will be substituted in their place; (iii) Roche reserves the right at any time to place reasonable restrictions on the availability or use of the funds; and (iv) any decisions with regards to the payment schedule of the funds will be determined by Roche in its sole and absolute discretion.

Dates and Deadlines

Due to the unique nature of the Challenge, Roche reserve the right, in addition to other rights reserved herein, to modify any dates or deadlines set forth in these Official Rules or otherwise governing the Challenge.

Right of First Negotiation

Each Applicant hereby grants Roche an exclusive Right of First Negotiation to acquire rights in any work product or invention arising out of the Challenge (“Right of First Negotiation”). If Roche chooses to exercise this Right of First Negotiation, Roche will notify the Applicant in writing of Roche’s desire to negotiate with Applicant, and the Applicant will exclusively negotiate terms in good faith with Roche for a period of at least thirty (30) days after the Applicant’s receipt of Roche’s notice. If no agreement has been reached after the expiration of the thirty (30) days, then the Applicant may negotiate with third parties without further obligation of exclusivity to Roche.

Privacy; Publicity Release

Applicant (a) grants to Roche the right to use such Applicant’s (and its individual member’s) name(s), likeness(es), image(s), 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 from any liability with respect thereto. No Applicant may use the name or logo of Roche in any publicity related to a Submission or any product resulting from a Submission without the prior express written consent of Roche. Applicant agrees to obtain such permission and consents as may be required from Applicant members for the purpose of giving effect to this paragraph.

Otherwise, Roche respects any potential winner’s right to privacy and will only use the personal information provided as described herein and otherwise as required to conduct the Challenge, unless consent to further use is given.

General Liability Release

Applicant agrees that Roche shall not 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 a Winner’s acceptance, receipt, possession, use, or misuse of funds received.  Applicants shall bear its own costs in preparing and submitting Submissions to the Challenge. Roche assumes no responsibility for any damage to Applicant’s computer system or other device which is occasioned by accessing the Challenge website 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.  Roche reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Challenge or 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 person to the fullest extent permitted by law.

In the event an insufficient number of eligible Submissions are received or Roche is prevented from awarding the benefits or continuing with the Challenge as contemplated herein by any event beyond its control, Roche shall have the right to modify, suspend, or terminate the Challenge.

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.

Jurisdiction

The Challenge will be governed by and construed in accordance with Ontario law. Applicant members irrevocably agree to the non-exclusive jurisdiction of the courts of Ontario sitting in Toronto for the purposes of any disputes that may arise from these Official Rules.