MaRS Discovery District (“Sponsor” or “MaRS”) is pleased to present the Lung Cancer Innovation Challenge (the “Challenge”).

The Challenge is governed by the rules as set out below (the “Rules”). By entering the Challenge, each entrant (and the entrant’s Authorized Representative (defined below), as applicable) agree to abide by the Rules and decisions of MaRS, the Prize Provider (defined below) and the Challenge Judges (defined below), and also agree to comply with all applicable laws. The Challenge is void to the extent prohibited or restricted by law.

THE RULES

1)      Challenge Purpose

The Challenge asks Ontario-based innovators to identify, implement and scale solutions that can improve patient access to care. The Challenge is calling for solutions that can enhance a lung cancer patient’s journey by reducing the length of time between diagnosis and treatment, and enabling improved treatment outcomes, especially for priority patient groups such as rural and lower socioeconomic populations in Ontario.

2)      Challenge Period

The Challenge will open at 12:01am ET on January 20^th, 2021 and will close at 11:59pm ET on March 25^th, 2021 (the “Challenge Period”).

3)      How to Enter

NO PURCHASE NECESSARY. You are not required to make any purchase or pay any fee to enter or win the Challenge.

During the Challenge Period, you may enter the Challenge by creating a profile with all required information on challenges.marsdd.com (the “Challenge Website”), and by filling out and submitting a submission form at the Challenge Website with all required information, as described in section 5 below (collectively, a “Submission”). You must provide the required information accurately, and accept the terms and conditions displayed as part of the Submission process.  Important Note for Team Participants: If you are entering the Challenge as a team, each individual member of the team must create a profile with all required information on the Challenge Website to register for the Challenge (however, only one (1) submission form is required to be completed on behalf of the team).

All Submissions must be received by MaRS on or before the close of the Challenge Period.

It is solely your responsibility to ensure that you properly complete and submit the submission form and all content and materials associated with your Submission (collectively, the “Submission Materials” – for greater certainty and the avoidance of any doubt, the Submission Materials include the solution detailed within your Submission) in accordance with these Rules during the Challenge Period, including all required components. The Sponsor, the Prize Provider (defined below), the Challenge Parties (defined below) and each of their respective agents, employees, directors, officers, successors, and assigns (collectively, the “Released Parties”) will not be responsible for any lost, delayed, misdirected, illegible, incomplete, damaged or undeliverable Submissions and/or Submission Materials (all of which are void), or any delay or failure to transmit, process, receive or consider Submissions and/or Submission Materials. A Submission may be rejected if, in the sole and absolute discretion of the Sponsor, the Submission is not submitted and received in accordance with these Rules.

4)      Eligibility – Entrants

You may only enter the Challenge if:

1. You are an individual and, at the time of entry: (a) you are a legal resident of Ontario, and (b) you are at least the age of majority in the province.

OR

1. You are a group of individuals entering the Challenge as a team and: (a) each of you, at the time of entry, is (i) a legal resident of Ontario, and (ii) at least the age of majority in the province; and (b) you designate one (1) member of your team as your eligible Authorized Representative (defined below) to enter the Challenge and signify your agreement to be legally bound by these Rules on your behalf.

OR

1. You are a company or organization which: (a) at the time of entry, is either (i) incorporated under the laws of Ontario; or (ii) operating in the province of Ontario; and (b) you designate one (1) eligible Authorized Representative (defined below) to enter the Challenge and agree to be legally bound by these Rules on your behalf.

AND

1. As per the policies of the Prize Provider (defined below), at the time of entry and throughout the Challenge Period, you are not (or you, whether entering the contest individually or as part of a team, are not directly working for, (as a part-time or fulltime employee, or on a contract basis)) a pharmaceutical company competing with the Prize Provider (defined below), as determined by the Prize Provider and Sponsor in their sole and absolute discretion.

To be clear, in order to be eligible, you either have to comply with (a) or (b) or (c) above and you must comply with (d) above. Employees, their immediate families (i.e., their spouses, siblings, children, spouses’ parents, and the spouses of any of those individuals) and household members (related or not) of: MaRS, Merck Canada Inc. (the “Prize Provider”), and each of their respective representatives, agents, parent companies, subsidiaries, affiliates, judges, advertising and promotional agencies and anyone otherwise connected with the Challenge (collectively, the “Challenge Parties”), are not eligible to enter the Challenge.

MaRS may at any time in its sole discretion disqualify any entrant (and the entrant’s corresponding Submission Materials) who: does not meet the Challenge’s eligibility criteria, fails to comply with these Rules, attempts to enter the Challenge in any manner or through any means other than as described in these Rules, or attempts to disrupt the Challenge or attempts to circumvent any of these Rules.

AUTHORIZED REPRESENTATIVES: Entrants who are required to designate an authorized representative to enter and participate in the Challenge must designate one (1) authorized representative (an “Authorized Representative”) to register for the Challenge and submit a Submission on behalf of the entrant(s), and such Authorized Representative must be a legal resident of Ontario who has reached the legal age of majority in the province. For greater certainty, the Authorized Representative must have the legal authority and be authorized at the time of registration and submitting a Submission (and must remain authorized during and after the Challenge) by the entrant(s) to: (i) provide to Sponsor any and all required information that relates to the entrant(s) for the purposes of administering the Challenge in accordance with these Rules; (ii) register and submit a Submission for the Challenge on behalf of the entrant(s); and (iii) agree to be legally bound by these Rules on behalf of the entrant(s). For the avoidance of any doubt, with respect to a company or organization, the entrant in the Challenge shall be the eligible company or organization, not the Authorized Representative, and with respect to a team, the entrants in the Challenge shall be each member of the team and not solely the Authorized Representative. By participating in the Challenge as a team, each member confirms that he/she has read, understood and agrees to be legally bound by these Rules.

5)      Submissions

The Submission (including without limitation, the Submission Materials) each entrant develops and submits in connection with the Challenge must meet all of the following criteria:

(a)   It must contain answers to all questions indicated in the submission form at the Challenge Website while respecting the word-count limits indicated, as applicable.

(b)   It must not contain, depict or refer to any crude, vulgar, obscene, sexually explicit, disparaging, discriminatory, offensive, illegal or otherwise unsuitable language, activity or other content (all as determined by MaRS in its sole discretion).

(c)   It must not contain, depict or refer to any content which disparages or refers negatively to MaRS, the Challenge, the Prize Provider or any other person or entity (all as determined by MaRS in its sole discretion).

(d)   It must not conflict with any of MaRS’ core values, or otherwise be objectionable to MaRS (as determined by MaRS in its sole discretion).

(e)   It must not violate nor contain any content that violates any law or any third party’s rights (including privacy, personality and intellectual property rights).

(f)    It must not have been submitted to any other website or challenge/contest.

(g)   It must meet all other guidelines and criteria listed on the Challenge Website, including without limitation:

(i)              The proposed technology, invention or process is a lawful, original and novel innovation, as described under the FAQ tab on the Challenge Website.

(ii)             The technology, invention or process is your (and your team members’, as applicable) own work and you (and your team members’, as applicable) have the sole right to submit the innovation to the Challenge, as described under the FAQ tab on the Challenge Website.

(iii)            The solution is not at the ideation stage in maturity. The solution is at the discovery, working prototype, validation, or established stage in maturity, as described in the submission form.

For support in preparing your Submission, please refer to the information and materials provided under the Resources tab on the Challenge Website.

MaRS may disqualify any Submission and the corresponding entrant(s) if MaRS determines (in its sole discretion) that the Submission does not comply with the above requirements or otherwise with these Rules.

6)      Additional Representations and Warranties

By submitting a Submission to MaRS, each entrant (and the entrant’s Authorized Representative, as applicable) represents and warrants that:

(a)     the entrant (or in the case of a team, the entrants) is the original creator of the Submission (including without limitation, the Submission Materials);

(b)    the entrant (or in the case of a team, the entrants) is the sole owner of the copyright and all other rights in the Submission (including without limitation, the Submission Materials);

(c)    the Submission (including without limitation, the Submission Materials) does not contain any reference to or likeness of any identifiable third parties, unless consent has been obtained from all such individuals and their parent/legal guardian if they are under the age of majority in their jurisdiction of residence;

(d)    the Submission (including without limitation, the Submission Materials) does not violate any law, statute, ordinance or regulation, and MaRS and the Prize Provider will not infringe or violate any third party’s intellectual property, privacy, personality or other rights by using the Submission, including without limitation if MaRS and/or the Prize Provider copies, displays, edits, modifies, transmits or otherwise uses that Submission in connection with the Challenge or the publication of the Challenge or, for MaRS, in relation to any future MaRS event; and,

(e)     the Submission meets all of the eligibility requirements set out in these Rules.

7)      Voting, Judging, and Finalist Showcase

After the end of the Challenge Period, a panel of judges (the “Challenge Judges”) appointed by MaRS at its sole and absolute discretion will judge and assign a score (each, a “Score”) to each Submission on the basis of the below weighted criteria as further outlined here (the “Judging Criteria”):

The entrant (or in the case of a team, the entrants) whose Submission obtains the highest Score will be selected as the potential grand prize winner, and the entrant (or in the case of a team, the entrants) whose Submission obtains the second highest Score will be selected as the potential runner-up prize winner, as determined by the Challenge Judges in their sole discretion. The odds of winning depend on the number and calibre (based on the Judging Criteria) of eligible Submissions received. In the event of a tie between two or more Submissions based on Score, the entrant (or in the case of a team, the entrants)  associated with the Submission – from amongst all such Submissions that are tied – with the highest score on the Impact criterion listed above will be deemed to have obtained the highest Score. Judging is scheduled to be completed on or before April 16^th, 2021 (the “Selection Date”).

Each entrant (or in the case of a team, the entrants) whose Submission obtains one of the five (5) highest Scores among all Submissions will be notified (or their Authorized Representative will be notified on their behalf, as applicable) by email and invited to present their respective Submissions at the virtual Finalist Showcase event (the “Event”) on April 22, 2021. Participation in the Event is voluntary, and the selection of Challenge winners and the awarding of prizes is not conditional on participation in the Event. There will be no judging at the Event, nor the assignment of any Score. For clarity, the selection of Challenge winners is solely based on the Score assigned by the Challenge Judges by the Selection Date, in accordance with the procedure provided above.  In the event of a tie between two or more Submissions based on Score, the entrant (or in the case of a team, the entrants) associated with the Submission – from amongst all such Submissions that are tied – with the highest score on the Impact criterion listed above will be deemed to have obtained the highest Score and be eligible to participate in the Event.

8)      Winners

Entrants who have been selected as potential prize winners will be sent (or their Authorized Representative will be sent, as applicable) notifications by the Sponsor or its designated representative by email. The Sponsor or its designated representative will make a minimum of three (3) attempts to contact each potential winner (or their Authorized Representative, as applicable) within five (5) business days of the Selection Date. In order for an entrant to be declared a Challenge winner and be eligible for a prize, the entrant (and/or the entrant’s Authorized Representative, as applicable) must:

1. have complied with, and remain in compliance with, these Rules; and
2. sign and deliver to MaRS, within the timeline communicated by MaRS by email a standard declaration and release form, which will include: a declaration of the entrant’s (and Authorized Representative’s, and his/her team member’s, as applicable) compliance with these Rules, an acceptance of the prize as awarded, a publicity release, a liability release, and any other components or documentation that MaRS may require.

MaRS may request valid proof of identity, residency, age and other relevant documentation, and MaRS may disqualify any entrant (and the entrant’s corresponding Submission) if MaRS determines (in its sole discretion) that the provided proof is not sufficient.

If a selected entrant does not comply with all of the above requirements within the above time frames, or does not otherwise comply with these Rules, MaRS may disqualify the entrant (and the entrant’s corresponding Submission), and select the next best Submission based on Score as a replacement potential winner of the applicable prize. In that case, the above process will be repeated.

MaRS expects to announce the name of the winners on or before April 28^th, 2021. As applicable, the Authorized Representative of a winner or winning team will be required to accept the applicable Prize on such winner’s or winning team’s behalf (and, for greater certainty and the avoidance of any doubt, with respect to a company or organization winner, the applicable Prize will be awarded to the eligible company or organization and not the Authorized Representative, and with respect to a winning team, the applicable Prize will be awarded to the Authorized Representative to accept the Prize on his/her team’s behalf (and not to each individual member of the team)). Once the Prizes have been awarded and distributed to the winners (or their Authorized Representative, as applicable), the Challenge Parties will not involve themselves in, and the Released Parties accept no obligation or liability in respect of, any decision regarding the subsequent distribution, allocation, use or misuse of a Prize.

9)      Prizes

There are two (2) prizes (the “Prizes”) to be won, as follows:

• One (1) grand prize of CAD$100,000.00 for the first place Submission (the “Grand Prize”); and
• One (1) runner-up prize of CAD$50,000.00 for the second place Submission (the “Runner-up Prize”).

All Prizes will be sent by mailed cheque to the appropriate recipient. All Prizes must be accepted as awarded (with no substitutions), and may not be sold, transferred, or assigned. The winners will be solely responsible for all travel and other costs associated with obtaining or redeeming the prizes.

MaRS will make reasonable efforts to deliver Prizes to the addresses/accounts provided by entrants. However, MaRS cannot guarantee that any Prizes returned to MaRS due to non-delivery at the provided address will be re-sent to the prize winners.

10)  Cancellation

If for any reason MaRS cannot run the Challenge as planned (including as a result of technical bugs, tampering, unauthorized intervention, fraud, technical failures, infection by computer virus or any other cause that corrupts, impairs or affects the administration, security, fairness, integrity, or proper conduct of this Challenge), as determined by MaRS in its sole and absolute discretion, MaRS in collaboration with the Prize Provider may cancel, modify, extend or suspend the Challenge. In that event, MaRS in collaboration with the Prize Provider may award Prizes from among the eligible Submissions received up to the time of the impairment, in accordance with the voting and judging criteria set out above (with necessary amendment, as applicable), or award no Prizes.

MaRS may also disqualify any individual who tampers with or in any way corrupts the entry or voting process, or who attempts to undermine the legitimate operation of the Challenge by cheating, hacking, deception, or other unfair practices, or by attempting to annoy, abuse, threaten or harass any other entrants or MaRS representatives.

11)    Licence from all Entrants to MaRS

Each individual, team, company or organization entrant will retain intellectual property rights in his/her/its Submission (including without limitation, any associated Submission Materials). However, each entrant (and the entrant’s Authorized Representative, as applicable) hereby grants the unrestricted, royalty-free, perpetual, irrevocable, worldwide, sublicensable, assignable, licence (but not the obligation) to reproduce, communicate, publish, modify, display, transmit, publicly perform, make derivative works from, and otherwise use the Submission (in whole or in part – including without limitation, any associated Submission Materials) without any fee or other form of compensation, and without further notification or permission,[

(a)   to MaRS, for the purposes of: (i) administering the Challenge; (ii) identifying the entrant by name as the creator of the Submission; (iii) displaying the winning entries in the Challenge; and, (iv) advertising in any media, including to advertise the Challenge, future Challenge and/or events, and MaRS’ products and services; and,

(b)   to the Prize Provider and/or any of its representatives, agents, affiliates, or subsidiaries, solely for the purposes of advertising and marketing the Challenge, and displaying the winning entries in the Challenge, in any media.

Further, each entrant (and the entrant’s Authorized Representative, as applicable) hereby waives all moral rights in and to his/her/its Submission (and each component thereof – including without limitation, any associated Submission Materials) in favour of the Sponsor and the Prize Provider (and anyone authorized by such parties to use such Submission); and agrees to release, indemnify and hold harmless the Released Parties from and against any and all claims, damages, liabilities, costs, and expenses arising from disclosure or use of the Submission (or any component thereof – including without limitation, any associated Submission Materials), including, without limitation, any claim based on publicity rights, defamation, invasion of privacy, copyright infringement, trade-mark infringement or any other intellectual property related or other cause of action whatsoever.

12)    Publicity

Except where otherwise prohibited by law, participation in the Challenge constitutes a winner’s consent to MaRS’ and the Prize Provider’s use of the winner’s name, home town, photograph or other likeness for promotional purposes without further notification, permission, payment or consideration, in any manner or medium whatsoever, including print, broadcast or the internet, worldwide and in perpetuity.

13)    DISCLAIMERS, LIABILITY AND INDEMNIFICATION

MaRS and all otheR released parties DO NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE OF ANY SUBMISSION OR FOR ANY OTHER LOSS OR DAMAGE RESULTING DIRECTLY OR INDIRECTLY FROM AN ENTRANT’S (or authorized representative’s)  PARTICIPATION IN THE CHALLENGE OR an entrant’s RECEIPT, USE OR REDEMPTION OF ANY PRIZE(S), OR an entrant’s (or authorized representative’s) INABILITY TO RECEIVE, USE OR REDEEM ANY PRIZE(S).

MaRS and all otheR released parties ARE NOT RESPONSIBLE FOR: (1) INCORRECT OR INACCURATE TRANSCRIPTION OF SUBMISSION INFORMATION OR LATE, LOST, INCOMPLETE, MISDIRECTED SUBMISSIONS, SUBMISSION MATERIALS OR SUBMIsSIONS RECEIVED THROUGH IMPERMISSIBLE OR ILLEGITIMATE CHANNELS; (2) TECHNICAL FAILURES OF ANY KIND, INCLUDING THE MALFUNCTIONING OF ANY TELEPHONE, COMPUTER, NETWORK, HARDWARE OR SOFTWARE; (3) THE UNAVAILABILITY OR INACCESSIBILITY OF ANY SERVICE; (4) UNAUTHORIZED HUMAN INTERVENTION IN ANY PART OF THE SUBMISSION PROCESS OR THE CHALLENGE; (5) ELECTRONIC OR HUMAN ERROR WHICH MAY OCCUR IN THE ADMINISTRATION OF THE CHALLENGE OR THE PROCESSING OF SUBMISSIONS; OR (6) ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY, INCLUDING an entrant’s (or authorized representative’s) COMPUTER, WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM his/her/its PARTICIPATION IN THE CHALLENGE OR FROM DOWNLOADING OR USING ANY MATERIAL PROVIDED BY MaRS.

MaRS and all otheR released parties WILL NOT BE LIABLE TO an entrant (or authorized representative) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THE CHALLENGE OR THESE RULES.

each entrant (and authorized representative, as applicble) HEREBY RELEASEs AND AGREEs TO INDEMNIFY AND HOLD HARMLESS MaRS AND all otheR released parties FROM ANY AND ALL DAMAGES, INJURIES, CLAIMS, CAUSES OF ACTIONS, LIABILITY OR LOSSES OF ANY KIND (INCLUDING ACTUAL LEGAL FEES AND EXPENSES), KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, NOW OR IN THE FUTURE ARISING FROM OR RELATED TO: (A) his/her/its FAILURE TO COMPLY WITH ANY OF THESE RULES; (B) ANY MISREPRESENTATION he/she/it MAKEs UNDER THESE RULES OR OTHERWISE TO MaRS OR ANY othEr released partY; (C) his/her/its PARTICIPATION IN THE CHALLENGE; OR (D) his/her/its RECEIPT, USE OR REDEMPTION OF ANY PRIZE, OR his/her/its INABILITY TO RECEIVE, USE OR REDEEM ANY PRIZE.

14)    Personal Information Consent

By participating in this Challenge, you expressly consent to MaRS, the Prize Provider and each of their respective agents and/or representatives, storing, using and disclosing your personal information  (or if you are an Authorized Representative, you consent on your own behalf and on behalf of your corporation, organization, or team members, as applicable, and all individuals whose personal information is included in the Submission) for the purposes of administering the Challenge; advertising the Challenge and any future MaRS Challenges and any of MaRS’ products and services; and for the other purposes described in these Rules and in accordance with Sponsor’s privacy policy (available at: https://www.marsdd.com/privacy/#:~:text=MaRS%20will%20not%20sell%20or,to%20do%20so%20without%20consent) and the Prize Provider’s privacy policy (available at: https://www.msdprivacy.com/ca/en/), as applicable. This section does not limit any other consent(s) that an individual may provide the Sponsor or others in relation to the collection, use and/or disclosure of their personal information.

15)    Law

The Rules will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable in Ontario.

16)    Disputes

All disputes, claims and causes of action arising out of or connected with the Challenge, prizes or these Rules will be resolved individually, without resort to any form of class action, and exclusively by the appropriate court of the Province of Ontario, Canada.

17)    Further Information

There is a limit of one (1) Submission per entrant. If it is discovered by the Sponsor (using any evidence or other information made available to or otherwise discovered by the Sponsor) that any person has attempted to exceed any of the limits stated in these Rules and/or disrupt or participate in the Challenge in any other fraudulent or misleading way, then he/she may be disqualified from the Challenge in the sole and absolute discretion of the Sponsor.

All registrations, Submissions, Submission Materials, Authorized Representatives and entrants are subject to verification at any time and for any reason. The Sponsor reserves the right, in its sole and absolute discretion, to require proof of identity and/or eligibility (in a form acceptable to the Sponsor – including, without limitation, government issued photo identification): (i) for the purposes of verifying an entrant’s eligibility to participate in this Challenge; (ii) for the purposes of verifying the eligibility and/or legitimacy of any Submission, Submission Materials and/or other information entered (or purportedly entered) for the purposes of this Challenge; and/or (iii) for any other reason the Sponsor deems necessary, in its sole and absolute discretion, for the purposes of administering this Challenge in accordance with the letter and spirit of these Rules. Failure to provide such proof to the complete satisfaction of the Sponsor within the timeline specified by the Sponsor may result in disqualification in the sole and absolute discretion of the Sponsor. The sole determinant of the time for the purposes of the Challenge will be the official time-keeping device(s) used by the Sponsor.

For more information please contact MaRS Challenges at:

MaRS Discovery District

101 College Street, Suite 100

Toronto, Ontario, M5G 1L7

challenges@marsdd.com

WITHOUT LIMITING THE FOREGOING RULES, BY CLICKING ON THE FOLLOWING “I AGREE” BUTTON, I ACKNOWLEDGE THAT I (and as applicable, each member of my team) HAVE READ AND UNDERSTOOD THE RULES AND AGREE TO BE BOUND BY THEM. FURTHER, IF I AM the AUTHORIZED REPRESENTATIVE OF AN ELIGIBLE CORPORATION, ORGANIZATION, OR TEAM OF INDIVIDUALS, I ALSO REPRESENT THAt by clicking “i agree” I have the legal authorization to BIND both myself and the corporation/ORGANIZATION/TEAM to the rules.