Official Rules for the “Health & Biotech Acceleration Program”

 

 

1.    Definitions

 

In this Official Rules, unless the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them:

“Advisor” or collectively “Advisors”Expert in a specific sector that will provide their support to the Program
“Affiliate” or collectively “Affiliates”Affiliate shall mean (i) with respect to any Person, a Person which, directly or indirectly, Controls, is Controlled by, or under common Control with, such Person; (ii) with respect to a Person who is an individual, his or her grandparents and all descendants of those grandparents and (in each case) their partners/spouses or a trust of which any of them is a beneficiary; and (iii) with respect to a Person which is an investment fund, any of its portfolio companies and any fund managed by the same management company and any of their portfolio companies
“Application” or collectively “Applications”The process for applying to participate in the Program
“Call”The process used to recruit and select the startup
“Control”Control shall have the meaning set forth under article 2359, paragraph 1, no. 1), of the Italian Civil Code and the verb “to Control” shall be construed accordingly
“Corporate Promoters” 

· MSD Italia S.r.l. is a Merck & Co., Inc., Kenilworth, NJ, USA subsidiary. It is present on Italian territory since 1956 with two offices: Rome and Milan. Place of business in Rome, via Vitorchiano 151, registered under VAT no. 00887261006

 

·  Intesa Sanpaolo RBM Salute S.p.A, company subject to the management and coordination of Intesa Sanpaolo Vita S.p.A., with registered office and general management in Mestre (VE), via Lazzari 5, Italy, under VAT no. 0579440963

“Evaluation Panel”For the purpose of these Official Rules the Innovation Team, the Technical Evaluation Committee and the Full Committee are hereinafter (individually and together) defined as the “Evaluation Panel”. Evaluation Panel is formed by permanent and temporary members. Temporary members will be appointed to a so called Advisory Board, time by time according to the Projects’ characteristics
Health & Biotech ProgramThe Health&BioTech Accelerator program includes both the Call and the Program
“Full Committee”The board composed by the Innovation Team, the Corporate Promoters’ permanent representatives and Technical Evaluation Committee
“Innovation Team”The valuation committee comprised of OI team members, who take part in the process of evaluating the Projects
Supporting promoters·  Italian Angels for Growth, an association entered in the register of legal entities under the laws of Italy, with registered office at via Copernico n. 38, Milan, Italy, registered with the association register of Prefettura – Ufficio Territoriale del Governo di Milano, under no. 07117360961 (“IAG”)

·  Panakès Partners, an association entered in the register of legal entities under the laws of Italy, with registered office at via Ruggero Boscovich 31, Milan, Italy, registered with the association register of Prefettura – Ufficio Territoriale del Governo di Milano, under no. 06518990483

·  Digital Magics S.p.A., a company limited by shares incorporated under Italian law, with registered office in Milan, Via Bernardo Quaranta 40, registered with the Milan Company Register under no. 04066730963Life Science District S.r.l., a limited liability company with registered office in Milan, via Filippo Turati n. 40, registered the Company Register under no. 11343830961

·  Life Science District S.r.l., a limited liability company with registered office in Milan, via Filippo Turati n. 40, registered the Company Register under no. 11343830961

Investor PromotersShall mean Corporate and/or Supporting Promoters
“OI”Officine Innovazione S.r.l., a company limited by guarantee, incorporated under Italian law, with registered office in Milan, Via Tortona 25, registered with the Milan Company Register under no. 10230520966
“Participant” or collectively “Participants”Italian or foreign companies, and individuals (18 years of age and above) that will apply to the Call
“Person”Person shall mean any person, individual, corporation, company, partnership, firm, fund, joint venture, trust, association, foundation, governmental body, agency or institution of a government, or any other organization or entity, public or private
“Program”The 15-week accelerator program, managed by OI, the Corporate Promoters and the Supporting Promoters to develop concrete pilot projects with the Selected Projects
“Project” or collectively “Projects”Individual or collaborative enterprise idea(s)/solution(s) that is planned to satisfy a market need or a market problem
“Promoters”Corporate Promoters
“Selected Project” or collectively “Selected Projects”Project that successfully passes the valuation phase and participates in the Program
“Technical Evaluation Committee”The evaluation committee comprised by the Supporting Corporate Promoters and Investor Financial Promoters’ team members
“Website”The on-line platform where the Participants submit the information regarding their Project

 

2.    Introduction

 

The “Health&BioTech Accelerator” is organized and managed by Officine Innovazione S.r.l., a company limited by guarantee, incorporated under Italian law, with a registered office in Milan, Via Tortona 25. It is registered with the Milan Company Register under no. 10230520966, in collaboration with the Promoters.

These Official Rules apply to the Participants described in Chapter 3.

In order to be selected to take part in the Program, Participants shall not pay any amount or purchase any good.

2.1 Program Objective

The Program aims at empowering innovation and entrepreneurial ecosystem in the Health Care and Life Sciences sectors. The Program objective is to find and select the most relevant startups and scale-ups at an international level that can provide innovative solutions in order to develop concrete POC and pilots in collaboration with one or more Corporate Promoters to improve their core business and potentially create the new business opportunities, with the help, where possible of the Supporting Promoters.

Thanks to this concrete approach, the Program is aimed at accelerating the development of a concrete solution between the Selected Projects and the Corporate Promoters. It includes the provision of services to Selected Projects, inter alia provided by OI, together with the Promoters and their experts.

Corporate Promoters are Italian leading companies in the Life Sciences/HealthCare/MedTech sectors. Corporate Promoters support the Selected Projects with the aims of speeding up process of developing ad-hoc solutions, including POC and pilots for their business. They contribute to the Program participating to the Evaluation Panel, providing mentors and, potentially, deploying POC and pilots that in order to create long-term business relationships between the parties.

 

Supporting Promoters are leading international and Italian corporates, Universities, Research Centers and Healthcare Providers that support the Selected Projects with dedicated resources in order to speed up the pilot activities thanks to their expertise.

 

Investor Promoters are professional investors that will participate in the Health&BioTech Accelerator program supporting the Selected Projects, with mentorship activities and, eventually, with dedicated resources to be allocated to the Selected Projects.

 

The Selected Projects could gain an unprecedented access to corporate resources and can be effectively supported for the customer acquisition. This is a go-to-market “fast-track” option where the successful projects can be immediately included for further cooperation and/or integration within the Corporate Promoters.

The startups will be selected with a structured process described in these Official Rules.

In order to participate to the Program the teams have to submit their Application on the official Website, by clicking on the apply tab and filling in all the mandatory information required before February 21st, 2021.

 

From February 21st, 2021 to March 31st, 2021 Applications will be reviewed from a panel of experts who will determine the Selected Projects.

 

The Program will be held in Milan for a duration of 15 weeks, starting from April 9th, 2021.

The Selected Projects participates into the Program on a non-equity based conditions and any case the following services will be granted estimated in €70,000.00 (seventy thousand euro):

  • Assistance to develop a detailed project plan to carry out on time pilot activities;
  • Training and mentorship sessions, if requested, on specific topics;
  • Dedicated consulting services provided by OI;
  • Participation in networking initiatives with national and international stakeholders;
  • Office spaces (in compliance with National regulations relating to the management of the COVID-19 emergency).

 

Services will be enjoyed by the Selected Projects for the entire duration of the Program

The Call will be eligible to Projects with particular focus on the following areas:

  • NEW DRUGS & THERAPIES

Synthetic molecules, Biologicals, Precision medicine

 

  • BIOMARKERS & DIAGNOSTIC TOOLS

Predictive biomarkers, Diagnostic biomarkers, Prognostic biomarkers

 

  • BIO CARRIERS & DELIVERY SYSTEMS

Liposomes, microspheres and polymeric micelles, Nanostructures/Nanofiber, Erythrocytes

 

  • ADVANCED & DIGITAL DIAGNOSTICS

Point of care diagnostic, Decision support systems, AI and diagnostic imaging, Personalized healthcare tools

 

  • INNOVATIVE CARE MANAGEMENT

Clinical trial digitization, Digital patient journey, APIs and data interoperability, Smart elderly care

 

  • TELEHEALTH

Telemedicine, Teleconsulting, Telemonitoring, Telerehabilitation, Wearable medical devices, Predictive analytics, Digital therapeutics

 

  • HEALTHCARE ROBOTICS

Robots for patient support, Robots for HC professional support, Diagnostic and interventional robots, Robotics for laboratory automation

 

  • HEALTHY LIFESTYLE

Nutrition as prevention and care, Mental and Physical support solutions, Elderly healthy lifestyle, Corporate Welfare solutions, Wearables as prevention

 

The Program does not qualify as a “prize event” (concorso a premi), as governed by Italian Decree no. 43/2001. The Program falls within exclusion from prize events provided by art. 6, co. 1, lett. a) of the Italian Decree no. 43/2001 (“It is not considered rewards competition and rewards program, the competition addressed to the creation of literary, artistic or scientific works, as well as to the presentation of projects or studies in commercial or industrial fields, in which the awarding of the prize to the author of the selected work is considered the compensation for the performance of work (corrispettivo della prestazione d’opera) or represents the recognition of personal merit or a title of encouragement in the interest of the community”).

 

 

3.    Who may participate

 

The Call is eligible for:

  1. Italian and foreign companies limited by guarantees (società a responsabilità limitata) or limited by shares (società per azioni)
  2. Adult individuals (of 18 years of age and above), provided that, under penalty of exclusion: (i) such individuals will incorporate a company, (ii) that the assignment of the call constitutes an asset of the Company, (iii) that the Company is set up within 30 days after the communication of the assignment of the call. Research projects deemed of particular interest by one or more Corporate Partners may be dispensed from the above obligation to incorporate a Company on a case-by-case basis.

 

 

4.    How to participate

 

Projects can be submitted from December 10th, 2020 to February 21st, 2021 (1 p.m. +1 CET) .

However, the Organizer could decide to extend the deadline to give the possibility to enroll in the program. More info will be updated on the Program Website.

 

To participate in the Call, Participants have to login into the www.healthbiotechaccelerator.io Website and or apply directly to F6S platform and expressly accept these Official Rules before proceeding.

 

Projects sent via other channel will not be admitted. Applications that are not complete with all the information required by the online procedure or that are submitted after February 21st, 2021 will be excluded from the Call.

 

For the Application, the Participants will submit the following documents, which are explained in the official application format, such as:

  • Presentation of the Project in PowerPoint or pdf format, including the following information:
  • Description of the project, market size, team, competitive scenario, product / service development roadmap, and the main economics with main KPIs if available;
  • Shareholder structure (e.g. Captable);
  • Business Plan
  • Video presentation of the Project, if requested.

 

For any difficulties in accessing the Website or uploading an Application, please contact the OI Innovation Team at hello@healthbiotechaccelerator.io

 

Requests for clarifications must be addressed at the above mentioned e-mail, at least 14 days before the expiry date indicated in this notice.

Replies to clarifications will be provided by OI to the direct email address used by participants to get in touch, and/or in the specific “Messages” area or as a document attached in the “Annexes” section of the area devoted to the notice of the web platform.

 

5.    Evaluation of the Application

 

The evaluation of the Projects is carried out through different phases and in particular, the Call is divided by:

  1. Project Proposal;
  2. Evaluation and selection of the Selected Projects.

 

5.1 Project Proposal – Phase 1

Dates: 10/12/2020, 18:30 PM, 21/02/2021, 11:59 PM

The objective of Phase 1 is to gather innovative solutions related to Program objective to select the Projects that have the highest matching with the requirements of the Call.

In Phase 1, Participant can submit his/her innovative ideas and/or solutions. In order to submit the Project, Participant must subscribe to the Website, click on the “Apply” tab on the navigation bar, create the Project profile, fill the form and then click “Apply”. The form contains:

  • Acceptance of Program Terms and Conditions
  • Agreement to accept commercial communications by OI and the Promoters
  • A description of the team;
  • A brief description of the company;
  • A brief description of the needs and the problem the Project wants to solve;
  • A brief description of the product;
  • A description of the innovative elements of the product/service;
  • Business Model and development stage;
  • Intellectual Property status, if applicable;
  • Competitive landscape
  • Main achievements in terms of revenues and KPIs;
  • Previous funding and categories of investors
  • Mandatory attachments: pitch;
  • Optional attachments: Business Plan (Excel format) and video.

 

Participation in the call does not confer rights or expectations on the participants, nor does it give rise to obligations on each of the Promoters.

The participants waives any challenge and claim regarding any decision of OI and the Promoters related to the call.

 

Valuation and selection of the Selected Projects – Phase 2

Date: 22/02/2021, 09:00 AM, 31/03/2021, 11:59 PM

According to the criteria set out below in the “Assessment” section, the evaluation of the Projects will be based on Technical criteria, Corporate Promoters objectives and Trend matching criteria

In any case, the evaluation of the Projects will be carried out with the full complete and unquestioned discretion of OI and the Promoters.

Assessment:

Each Participant’s Application will be evaluated by the Evaluation Panel, in its sole discretion, based on the criteria described below:

  1. Technical criteria:
  • Team: assessment on the key members and their commitment to pursue the development of the product/solution;
  • Product: degree to which the product/solution is innovative, disruptive, or creates new markets; the stage of development of the product/solution, degree to which the product/solution is feasible and viable in legal and technological terms;
  • IP & Defensibility: patent protection level and product defensibility strategy;
  • Market: attractiveness level of the product/solution in the reference market, growth of the reference market;
  • Business Model: level of scalability and sustainability;
  • Economics: potential financial/economical attractiveness of product/solution;
  • Growth: potential to increase main economic units exponentially;

 

  1. Corporate Objective and Fitting criteria: degree of Projects attractiveness related to Corporate Promoters objective, as set out in Article 2 Program’s Objectives and the fitting between Corporate Promoters’ business needs, maturity of the Projects and the potential to develop a pilot project within the Program Period;

 

  1. Trend matching criteria: degree of matching between Corporate Promoters objectives and needs and the areas identified and described in Article 2.

 

The Technical Evaluation Committee, The Innovation Team and the Full Committee will be set up and selected to evaluate the Projects on a case-by-case scenario.

Internal or, in case, external experts, could be involved in the Call in order to provide support and expertise to the Evaluation Panel.

The Evaluation Method during the Call will be carried out with desk reviews, interviews and one-to-one meetings.

The Evaluation Panel in their sole discretion will choose the Selected Projects and its decisions are final and binding on all matters.

The Evaluation Method, Assessment and Evaluation Panel may vary on a case-by-case scenario.

Each of the Participants waives any challenge and claim against the OI and the Promoters as a consequence (i) of the proposals evaluation criteria; (ii) of non-assignment of the projects.

Selected Project Notification:

 

Participants that are the Selected Projects of the Call will be announced sometime after Phase 2 (the “Announcement”).

 

Selected Projects of the Call may be required to sign additional documents needed by OI and/or Promoters which, if requested, must be received fully-executed within seven (7) days from OI’s and/or Promoters’ request otherwise the Selected Projects may be disqualified.

If a Selected Project is disqualified for any reason, at OI’s discretion, another participant may be declared the alternative Selected Project.

 

6.    Contributions and services to Participants

 

By submitting the Application, each Participant acknowledges and agrees that within the Program investment opportunities from Corporate and/or Supporting Partners may arise.

Should such opportunity arise, both the Participants and the Corporate/Supporting Partners will be free to evaluate possible investments on a case-by-case basis.

Moreover, participating at the Program, each Selected Project will be granted with services valued €70,000.00 (seventy thousand euro), in particular:

  1. Dedicated advisory services from OI, Promoters and Advisors to build, develop, verify and implement the pilot between Selected Projects and the Corporate Promoters day after day;
  2. Free co-working space for the duration of the Program (in compliance with National regulations relating to the management of the COVID-19 emergency);
  3. Access to the Demo Day on July 2021.

 

The Selected Projects participates into the Program investing its own resources to carry on the pilot project.

 

7.    Attendance and Participation to the Call

 

Two members of each Selected Project must attend at least 70% of the sessions, otherwise attendance to the Demo Day will not be granted. A minimum effort of 20 hours per week for business development, project management and development is necessary to obtain the best results during the Program. If a Selected Project knows in advance that a member of the team is going to miss more than 30% of session, this Selected Project must inform OI upfront in order to discuss how to proceed within the Program.

The Promoters will reserve the right to disqualify at any time the Participants should the commitment to develop the project be infringed.

 

8.    Program overview

 

An intensive 15-week program in order to collaborate with the Corporate Promoters to develop concrete projects such as business cases, POCs and Pilots in order to speed up the development the business relationship with Corporate Promoters.

The Program will be tailored on the specific needs of the Selected Project dealing with three main phases related to the development of a successful Program: Pilot Prototyping and planning, Pilot execution, Results presentation and partnership feasibility..

8.1 The Collaborative Approach of the Program

Collaboration between teams is expected and strongly encouraged. An innovation team from Corporate Promoters and Supporting Promoters will be allocated for each startup in order to collaborate together on the development of the pilot.

Program Deliverables

At the end of the Program, each team will be supported for the purposes of creating the following deliverables:

business case and/or a POC and/or a pilot developed with Corporate Promoters, based on the stage of development of the Selected Projects

  • (Optional) A brief Investor Deck, used to give a quick overview of a start-up’s business in order to effectively present the project to potential investors;
  • (Optional ) An Impressive Pitch, the proper convincing presentation in order to effectively communicate the most relevant information to other corporates and or investors.

 

 

9.    Guarantees and indemnity of the Participants

 

Each Participant represents and warrants that the Project:

  • Is an original work, on which the Participant has the relative rights of intellectual property and economic exploitation;
  • Determines no infringement of any third parties intellectual property right, in particular but with no limitation to: the Project does not contain any trademark, logo or other element protected by any third party intellectual and/or industrial property right or copyright, or that, where rights of third parties exist, the Participant has previously provided all the necessary authorizations and licenses from the relative holder;
  • Does not violate other rights of third parties, including, inter alia, patents, industrial secrets, rights from contracts or licenses, rights of publicity or rights related to privacy, moral rights or any other right worth of protection;
  • Does not constitute the object of a contract with third parties;
  • Does not contain any defamatory content, representation, outrageous consideration or any other content that could damage the name, honor or reputation of the Promoters, Advisors and OI or any other person or company;
  • Does not contain any pornographic or sexual content, or content of a discriminatory nature in any way (specifically including discrimination based on race, sex, sexual orientation, religion and / or political beliefs of individuals or groups), nor content that promotes violence or injury to any living thing or any other offensive, obscene or inappropriate content;
  • Contains no threat or content intended to intimidate, harass, or mistreat a person’s private life;
  • Does not constitute a violation of applicable laws and does not contain content that encourages unlawful conduct.

 

The Participants expressly declare for themselves and their assignees to indemnify and hold harmless OI, Promoters and Advisors from any claim, claim for damages or request for damages made by any third party, for the violation of one of the provisions included in the present article.

 

10. Intellectual property relating to the Project

 

The intellectual and industrial property of the Projects is fully owned by the Participants. Each Participant assumes the responsibility and costs for the protection of the inventive and/or original aspects of the Projects.

Corporate Partners, the Evaluation Panel, OI and any other External Partners or Affiliates involved in the Program supporting phase will keep the information regarding the Projects, as well as the Selected Project as confidential information.

The information contained in this Call and any related discussions or documents produced by Corporate Partners and their advisers are confidential and proprietary information. The information is subject to confidentiality restrictions between the Parties and should only be circulated between Corporate Partners and each Participant.

Any and all discoveries, improvements and/or inventions that arose during the duration of the Project, whether patentable, shall be regulated by specific agreements between the Participant and all the relevant Corporate Partners.

 

11. Personal data processing

 

According to article 13 of Regulation UE 2016/679 of the European Parliament and of the Council, of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and the free movement of such data, Italian Legislative Decree no. 196/2003, as  modified by Italian Legislative Decree 101/2018, each Participant of Health & Biotech Acceleration is informed about the processing of personal data through the privacy notice accessible on the Website. In such privacy notice the Participant is provided with information regarding: identity and the contact details of the data controller and data protection officer, purposes of processing, legal basis of processing, third parties recipients of the personal data, data retention period, any transfer personal data to a third country, Participant’s rights as data subject.

 

12. Other information on Data Usage

 

OI will transfer and store Participants personal data on the OI ecosystem platform in order to keep updated the Participants about the Program, sending information on the selection process and other Program communication through the OI ecosystem platform or via email, telephone and other relevant means of communication.

OI will register the Participants in the ecosystem platform and will send to each Participant the platform link and the dedicated credentials to access the platform.

 

13. General Conditions

 

OI reserves the right to involve additional Promoters, indicated in Article 1.

In this case, upon communication of the new names on the Website of the Program, any obligation and/or right the Promoters will be extended to and / or in favor of the new Promoters.

The Promoters and OI reserves the right to cancel, delay, postpone, modify or suspend, in whole or in part and at any time, the Program, as well as any of its contents, appearance or selective criteria, or to select a number of Participants or Selected Projects lower than what initially intended, upon their sole discretion and upon notice on the Program’s website. Should the suspension or the exclusion from the Program be related to one or some Participants only, notice shall be given via registered letter or certified email (PEC).

The Promoters and the Investor Promoters may transfer or assign any right or obligation resulting from the Program and / or from these Official Rules to any company belonging to the Promoters or Promoters portfolio.

The Promoters have the right, at any time, upon their sole discretion, to exclude from the Program any Participant which: a) attempts to tamper with the registration process or the operation of the Program; b) acts in violation of these Official Rules or of governing  law; c) behaves in an inappropriate, unsportsmanlike manner and contrary to the interest of a serene and correct development of the Program.

The Application of the Project, the selection and the Call award of Selected Projects do not represent an offer or contract of work with the Promoters and/or OI.

Each Participant acknowledges that in no event OI shall be responsible for acts or omissions of the Promoters as stated by these Official Rules. Each Participant undertake not to make any claim, or to sue, institute or otherwise participate in any legal proceeding (also with respect to proceedings commenced by third parties), directly or indirectly, against OI.

 

14. Accuracy of the information

 

Participants shall ensure that all information, data and, more generally, any other material provided to OI and the Promoters in the Application and / or at any other stage of the Program, is accurate, correct, truthful and complete. Participants therefore assume full and exclusive responsibility for any violation of the above declaration.

 

15. Duration

 

Unless otherwise provided in these Official Rules, the obligations included in the Official Rules will become effective upon presentation of the Application and will remain in force until the end of the Program.

 

16. Applicable law and jurisdiction

 

Italian law thereto, governs these Official Rules and any rights and obligations.

The Court of Milan shall have exclusive jurisdiction over all disputes that may arise in relation to these Official Rules.

 

17. Confidentiality

 

Each of the Participants, its employees and personnel in charge shall keep any Information, Data, Document, received or acknowledged during the call strictly confidential.

The Documents and Data related to Project or Proposal not assigned shall be returned to the Participants.

Pursuant to the provision of art. 1341 and ff. of Italian Civil Code, each of the Participant expressly accepts the conditions of this Official Rules: 5.1 Project Proposal – Phase 1; 7. Attendance and Participation to the Call; 9. Guarantees and indemnity of the Participants; 10. Intellectual property relating to the Project; 11. Processing of personal data; 12. Other information on Data Usage; 13. General Conditions; 14. Accuracy of the information; 16. Applicable law and Jurisdiction; 16. Data Protection Policy; 17. Confidentiality