Standard Industries Chemical Innovation Challenge Competitor Agreement

OFFICIAL CHALLENGE RULES, TERMS & CONDITIONS

PLEASE READ THIS CAREFULLY!  By entering this Challenge through a Submission (see below), each Participant accepts these Official Challenge Rules, Terms & Conditions, and therefore should take the time to understand them.

If Participant accepts (e.g., via clicking on a link or otherwise) and proceeds to register for and enter this Challenge, these and all other guidelines, rules, terms, and conditions as set out here and in the Challenge Guidelines will be a valid and binding agreement between Participant and the sponsor of the Challenge (and are in addition to any existing HeroX Terms of Use for use of the HeroX website) for all purposes relating to this Challenge. Participants should print and keep a copy of the Official Challenge Rules, Terms & Conditions (hereinafter “Challenge T&Cs”).

CHALLENGE PURPOSE

The Standard Industries Chemical Innovation Challenge is aimed at transforming small-molecule synthesis through the integration of AI/ML-based tools. The goal is to stimulate research in creating retrosynthesis tools imbued with chemical intuition. This involves leveraging reported chemical reactions and reactivity patterns to predict altogether new transformations and chemically-reasonable disconnects that have yet to be experimentally validated. By encouraging participants to develop models tailored to molecular challenges with widespread relevance, this Challenge aims to promote a new generation of researchers integrating AI into their work. 

CHALLENGE SPONSOR

The Standard Industries Chemical Innovation Challenge (“Challenge”) is organized and sponsored by Standard Industries Inc. and its affiliates, in particular W.R. Grace & Co. - Conn. (collectively, the “Sponsor”).

ENTRY PERIOD

Entries of the required White Paper will be accepted starting March 7, 2024 at 9:00 AM ET and ending on April 5, 2024 at 11:59 PM ET (“Submission Period”). Once a White Paper has been submitted through the HeroX website as set forth in the Challenge Guidelines, the submitter is a Participant. A “Submission” is as defined in the Challenge Guidelines.

ELIGIBILITY

Commercial Entities:

• Must be part of a company with no more than 30 employees at the time of entering the Challenge.
• The company should not have raised funds beyond a Series A round as of the time of entering the Challenge.

Academic Teams:

• Must be affiliated with an accredited academic institution at the time of entering the Challenge.

Individuals:

• Must be able to demonstrate the ability to execute on their proposed solution. Ability will be determined at the Sponsor’s discretion at the point of submission.
• Individuals must be at least 18 years of age to enter the Challenge.

General Eligibility Exclusions (the following are ineligible to participate): 

• Individuals or entities located in a jurisdiction where participation in the Challenge is prohibited or restricted by law or regulation. 

• Individuals or entities resident in or who are a national of Cuba, Iran, Syria, North Korea, Sudan or, as applicable, Russia, Crimea and covered regions of Ukraine; or an entity or individual who is subject to export controls, embargos, or sanctions of the United States.
  
   
• Individuals or entities currently engaged with or employed by Sponsor, or that have immediate family members currently engaged with or employed by Sponsor, or those working on a proof-of-concept project, and their immediate family members, spouse, or significant other. Exceptions to this exclusion may be made at Sponsor’s discretion.
  
   
• Individuals or entities that work directly with judges in an academic or professional context, and their immediate family members, spouse, or significant other.
  
   
• Individuals or entities that have a business relationship or sponsored research affiliation with the pharmaceutical industry or contract manufacturing and development organizations will be determined as eligible or ineligible at Sponsor’s discretion based on the nature of the relationship to such organizations.
  
   
• Individuals or entities that have or are currently serving as consultants for Sponsor are ineligible to participate.  Exceptions to this exclusion may be made by Sponsor where Sponsor believes the consultant does not possess information that would provide an unfair advantage over other Participants.
• Individuals or entities that do not have the right to grant any licenses or other rights transfers as may be required in the Challenge Guidelines and/or the Challenge T&Cs.
  
   
• All Submissions related to the Challenge must be in English. Submissions in any other language will not be considered.

Participants shall meet the above criteria, and not fall under any exclusion above, to be considered eligible to participate in the Challenge.

HOW TO ENTER

All Submissions must be received online via the Challenge HeroX website during the Submission Period.

AWARDS

The total award purse for this Challenge amounts to One Million Four Hundred Thousand U.S. Dollars ($1,400,000):

• Grand Award: Upon completion of the challenge, the Participant with the AI/ML solution that best fulfills the Challenge Purpose and scoring criteria (“Winner” and “Winning Solution”, respectively) will be offered an Award of One Million U.S. Dollars ($1,000,000) (“Grand Award”). If the Challenge Winner accepts the Grand Award, Challenge Winner agrees: (i) to grant, and hereby grants, to Sponsor an exclusive, royalty-free, perpetual right to use for any purpose, with a right-to-sublicense, any Intellectual Property created by Winner during the Challenge relating to the chemical pathways generated by Winner’s solution for the Final Stage Challenge Molecules; (ii) to grant, and hereby grants, to Sponsor an unrestricted and fully-paid up right to use the Winning Solution, including improvements, for any purpose for five (5) years from acceptance; (iii) to not publicly disclose the Winning Solution’s software code, in particular in open source software form, for five (5) years from acceptance; (iv) to grant, and hereby grants, to Sponsor the exclusive rights for a period of five (5) years to use the Winning Solution in the field of Contract Pharmaceutical Development and Manufacturing (CPDM), and non-exclusive, fully-paid up access thereafter; and (v) to in good faith negotiate exclusively with Sponsor to reach a definitive agreement for a longer term collaboration between Sponsor and Winner to further develop and commercialize the Winning Solution. Sponsor contemplates that such negotiations could result in, for example only, and without limitation, a definitive agreement laying out the terms for an exclusive long term license, with possible royalties, to the Winning Solution and other technology, or an acquisition of said technology, or of the Challenge Winner’s business, or a grant or funding (if, e.g., Challenge Winner is associated with an academic institution). With regards to item (iv) above: (a) CPDM is defined as third-party services for chemical pathway development, process development, analytical development, and/or manufacturing of active pharmaceutical ingredients (API), API precursors, or API intermediates; (b) for the avoidance of doubt, CPDM does not include FDA Applicants developing their own drug candidates, but does include any party other than Sponsor providing CPDM; and (c) Sponsor’s intent is to preclude other CPDM providers’ access to the Winning Solution for the five year term, not to restrict Winner’s ability to license their Solution to biopharmaceutical companies, academia, or other industries.
• Finalist Award: After the Semifinalist Phase, the top three Participants (“Finalists”) will be offered an award of One Hundred Thousand U.S. Dollars ($100,000) each (“Finalist Award”). This Finalist Award is in recognition of each Finalist’s exceptional work, for their continued participation in the Challenge, and to aid in the further development and refinement of their AI/ML models. If a Finalist accepts the Finalist Award and continues to the Finalist Phase, Finalist agrees to grant and thereby grants to Sponsor an exclusive, royalty-free, perpetual right to use for any purpose, with a right-to-sublicense, any Intellectual Property created by Finalist during the Challenge that is related to the chemical pathways provided for the appropriate number of Test Molecules. 
• White Paper Awards: The Participant teams with the top 10 White Papers (“Semifinalists”) will be offered an Award of Ten Thousand U.S. Dollars ($10,000) each for their continued participation in the Challenge and in recognition of the research necessary to develop a thesis. 

To collect a White Paper Award or a Finalist Award, Semifinalists and Finalists must agree to continue to the next phase of the Challenge and sign agreements required by Sponsor (e.g., an NDA) as set out in the Challenge Guidelines or herein.

JUDGING CRITERIA

The following criteria have been identified by Sponsor for evaluating the Challenge, and they will be applied to varying extents across the different judging rounds. These criteria were established based on the findings from background research and through consultations with select experts:

• General Approach: How does the tool generate the results?
• AI Utilization: How is AI/ML used in this approach?
• Reaction Data: What are the sources and breadth of the reaction data utilized?
• Predictability: Is there an established method for estimating the confidence score for each reaction in the retrosynthetic pathway?
• User Input: How can users incorporate other factors, such as toxicity of isolated intermediates, reagent cost, or preferred reaction conditions?
• Participant Credentials: Briefly describe the background and experience of the Participant team members in the fields of AI/ML and retrosynthesis and computational tool design.
• Additional Solutions: Are other solutions utilized, such as orbital calculations or molecular dynamics?
• In the event that there are equally worthy technical solutions, then commercial aspects of the solution may be determinative.

Specific Judging Criteria for each phase of the Challenge are as follows:

White Paper Phase

Sponsor will screen Participants' detailed technical Submissions (initial submission on entry to the Challenge) (“White Paper”) on a rolling basis based on technological promise of the proposed solution. In the event that the Participant is not eligible, or Participant’s Submission does not provide sufficient detail for the Judging Panel to assess, Participant will be notified. If Participant does not resubmit or if Sponsor determines that there is still insufficient detail or information in the Submission, the White Paper will not progress to content review by a Judging Panel as described below.

After the White Paper submission period is over, White Papers that have complied with the eligibility and completeness requirement as determined by Sponsor will be evaluated by a Judging Panel. The objective of the Judging Panel is to holistically assess and evaluate the White Paper on completeness (10%), methodology (30%), team & resources (20%), impact (30%) and innovation (10%).

Semifinalist Phase

In this phase, each Participant’s solution must produce a set of proposed retrosynthesis pathways for each of the 10 or more Sponsor-provided Test Molecules, ranked by a parameter indicating likelihood of success (the Confidence Estimate).  Participants will be asked to present at least one of the Test Molecules in real time with Judges present  to evaluate the time-effectiveness and autonomy of the platform solution. Judges will evaluate Participants on breadth of the solution (30%), chemical intuition(25%), confidence estimation (25%), parameter selection (10%), and real-time evaluation (10%).

Finalist Phase 

In this phase, each Participant’s solution must produce a set of proposed retrosynthesis pathways for each of the 5 or more Sponsor-provided Challenge Molecules, ranked by a parameter indicating likelihood of success (Confidence Estimate).  Each Participant will identify reaction steps that are produced by the Chemical Intuition capability of the solution (i.e., show that each such reaction step is not found in the public literature, but is plausible based on the public literature).  Sponsor will choose one or more of these reaction steps to validate in a lab setting. Judges will evaluate Participants on breadth of the solution (25%), novelty (25%), confidence estimation (10%), prioritization mechanism (20%), and real-time evaluation (20%).

ODDS

Odds of winning this Challenge will depend upon the number of eligible entries received by the end of the Submission Period. Participants acknowledge that it is possible that a Winner will not be announced if Judges determine that the received Submissions solutions are not feasible. All international, federal, state and local taxes and duties are the sole responsibility of the recipient of any Award. The Sponsor will not be responsible for late, delayed, misdirected, lost, or incomplete entries or Submissions. Entries and Submissions that are incomplete, irregular, have been submitted through illicit means, or that do not conform to or satisfy any condition of these Challenge Rules are subject to disqualification.

SELECTION AND NOTIFICATION

The Challenge Winner of the Grand Award will be publicly announced at an award ceremony hosted by Sponsor. This ceremony will also feature the Finalist teams and will showcase and promote their solutions.

RIGHTS GRANTED BY THE PARTICIPANT

By entering the Challenge, each Participant expressly consents and agrees that if Participant is selected as the Challenge Winner, Sponsor may release Participant’s name. Acceptance of the award also constitutes permission to Sponsor to use the Winner's name, likeness, and biographical information for marketing and advertising purposes without further compensation or right of approval, unless prohibited by law. All federal, state/territory, local laws and regulations apply.

INTELLECTUAL PROPERTY RIGHTS

1. Submissions. By participating in this Challenge, Participant may submit to Sponsor submission materials ("Submission”), as further outlined in the Challenge Guidelines specific to this Challenge on HeroX.com. By submitting a Submission, Participant further agrees to provide reasonable assistance and additional information concerning the Submission to Sponsor, if requested.  
2. Acceptance of Submission and License to Use. Sponsor will notify Participant if their Submission has been selected for an award ("Award”), as outlined in the Challenge Guidelines and according to the schedule set forth in the Challenge Guidelines. Sponsor, through the Judging Panel as set out in the Challenge Guidelines, will judge all Submissions against the criteria set forth in the Challenge Guidelines and determine, in its sole discretion, which Submission best addresses the Challenge Guidelines. Sponsor has absolute and sole discretion to determine whether to accept a Participant’s Submission, or any Submission, and whether to grant an Award, multiple Awards, or any Award. If a Submission meets the Challenge Guidelines, it does not automatically mean that a Submission will be eligible for an Award. Except as provided in these Intellectual Property Terms and Conditions, Submissions must NOT contain or include ideas, concepts, solutions or technology in respect of which a third party owns or controls the intellectual property. Submissions and descriptions thereof may not include trademarks or trade names of corporations or entities without the permission of their owners. 

By entering Challenge, Participant represents and warrants that:

1. Participant’s entire Submission is an original work by Participant and Participant has not included third-party content (such as writing, text, graphics, artwork, logos, photographs, dialogue from plays, likeness of any third party, musical recordings, clips of videos, television programs or motion pictures) in or in connection with the Submission, unless: (i) otherwise requested by the Sponsor and/or disclosed by Participant in the Submission, and (ii) Participant has either obtained the rights to use such third-party content or the content of the Submission is considered in the public domain without any limitations on use;

1. No person or entity other than Participant has any right, title or interest in any part of the Submission, or Participant otherwise has obtained necessary rights as per Section 2d below;

1. Unless otherwise disclosed in the Submission, the use thereof by Sponsor, or the exercise by Sponsor of any of the rights granted by Participant under these terms and conditions, does not and will not infringe or violate any rights of any third party or entity, including, without limitation patent, copyright, trademark, trade secret, defamation, privacy, publicity, false light, misappropriation, intentional or negligent infliction of emotional distress, confidentiality, or any contractual or other rights;
   
    
2. Participant has all the rights, licenses, permissions and consents necessary to submit the Submission and to grant any and all of the rights that Participant has granted or will be required to Grant (if selected for and accepting an award) to Sponsor hereunder, including the right for Sponsor to use and develop derivative works of and from the Submission as set out herein;
   
    
3. All persons who were engaged by Participant to work on the Submission or who appear in the Submission in any manner have, as may be necessary to comply with Sections 2b and 2d above:

1. Provided written permission to include their name, image or pictures in or with the Submission (or if a minor who is not Participant’s child, Participant must have the permission of their parent or legal guardian) and Participant may be asked by Sponsor to provide permission in writing;

1. No approval or consultation rights or any rights of participation arising out of any use, exhibition, or other exploitation of the Submission as part of the Challenge.

1. Participant understands, recognizes and accepts that Sponsor has access to, may create, or has created materials and ideas which may be similar or identical to the Submission in concept, theme, idea, format or other respects. Participant acknowledges and agrees that Sponsor shall have the right to use such same or similar materials, and that Participant will not be entitled to any rights or compensation arising from Sponsor's use of such materials. In the event that a Participant's entry is functionally identical or similar to the Submission of another Participant, Sponsor reserves the right, at the sole discretion of Sponsor, to score one Submission higher than the other subject to the Challenge Guidelines.

1. By entering, Participant agrees that, unless otherwise stated in the Challenge Guidelines (e.g., for stages of the competition beyond the initial Submission): (i) all Participant Submission materials provided to Sponsor will not be returned; and (ii) Sponsor and its licensees, successors, and assignees have the right to use titles and general descriptions of any and all Submissions, and the names, likenesses, voices and images of all persons appearing in the Submission, for future advertising, promotion, and publicity associated with the Challenge, or similar Challenges sponsored by Sponsor, in any manner and in any medium now known or hereafter devised throughout the world in perpetuity.

Participant will retain all right, title and other ownership interests in the Participant’s Submission and in all inventions, patents, patent applications, designs, copyrights, trademarks, trade secrets, software, source code, object code, processes, formulae, ideas, methods, know-how, techniques, devices, creative works, works of authorship, publications, and/or other intellectual property (“Intellectual Property”) developed by the Participant during the Challenge, with the exception of those rights specifically granted by Participant to Sponsor at different phases of the Challenge, as set out in the Challenge T&Cs and the Challenge Guidelines.

Sponsor reserves the right to not acknowledge a Submission and Submissions will not be received or held "in confidence." Unless otherwise specifically set out in the Challenge T&Cs and/or the Challenge Guidelines, the act of submitting a Submission does not create a confidential relationship or obligation of secrecy between Participant and any of the entities involved in this Challenge.

1. Other Contracts, Confidentiality, and Indemnification. Participants acknowledge that White Papers received during the Submission Period are not considered confidential information. Only information received subject to a Confidentiality Agreement will be considered confidential. Participant agrees that Participant will not disclose to Sponsor any information which Participant is under an existing contractual or other legal obligation to maintain in confidence or otherwise does not have the right to sell or license. Participant agrees that Participant will not discuss any confidential information of Participant’s, other parties’, or Sponsor’s unless done so within the requirements of the Challenge T&Cs and/or Challenge Guidelines. Should Participant’s participation in the Challenge be found to breach any legal obligations Participant may have with other third parties or in the event of a breach of the Challenge confidentiality obligations by Participant,  Participant agrees to defend, indemnify and hold harmless Sponsor, its and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.
2. Changes and Cancellation. Sponsor has the right to make updates and/or make any changes to, or to modify the scope of the Challenge Guidelines, Challenge Schedule, and Judging Criteria at any time during the Challenge. Participants are responsible for regularly reviewing the Challenge HeroX website to ensure they are meeting all rules and requirements of the Challenge. Sponsor has the right to cancel, at its sole discretion, the Challenge, including any as yet ungranted Awards, at any time, without warning or explanation.
3. Additional General Conditions. Sponsor has the right to verify each Participant's eligibility and compliance with any terms and conditions. Sponsor has the right to enforce the Challenge terms and conditions directly against Participant. Participation is conditioned on providing the data required in the online registration form on the HeroX website. Participants should direct any request to access, update, or correct information to Sponsor. Sponsor is not responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control.
4. Participants should not register for the Challenge with multiple e-mails and/or street addresses. In the event of a dispute as to any Submission, the authorized account holder of the email address used to enter will be deemed to be the person who submitted the Submission. The authorized "account holder" is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address;
5. Participant is responsible for any related costs to complete activities related to participating in the Challenge and producing a solution;
6. Participant is responsible for obeying any local, national, and international laws in undertaking any activities related to participating in the Challenge;
7. Participant is responsible for obtaining any insurance related to its activities performed as part of the Challenge;
8. Participant is responsible for truthful representation of all activities undertaken to participate in the Challenge and used to select Award recipients; Sponsor reserves the right, at any time, to verify such activities;
9. Participant is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken during participation in the Challenge; Sponsor is not responsible for calculating results, but reserves the right, at any time, to verify such information;
10. Participant is responsible for completing registration and submitting Submissions by the dates outlined in the Challenge T&Cs and Challenge Guidelines; Sponsor is not required to accept late registrations or late Submissions, or any Submission not meeting the Challenge Guidelines;
11. Sponsor is not liable for any activities undertaken by Participant as part of the Challenge;
12. Sponsor may at any time, and in its sole discretion, confirm that a Participant has met, and continues to meet, the requirements of the Challenge T&Cs  and if necessary disqualify any Participant that does not meet such requirements;
13. Sponsor has the right to disqualify a Participant or individual member of a Participant team from the Challenge at any time.
14. Representations and Warranties. Participant represents and warrants that:
    1. All information provided by Participant regarding Participant and, if applicable, its business ("Participant Information") is true, accurate, current, and complete information and Participant will maintain and update the Participant Information to keep it true, accurate, current and complete.
    2. If Participant is an individual representing a business or other entity, Participant is authorized to enter into this Agreement on behalf of that business or entity.
    3. Unless otherwise disclosed in the Submission, Participant is the owner of the Submission and the Submission does not infringe or violate any patent, copyright, trade secret, trademark or other third-party intellectual property right.
    4. Participant has the right to grant any licenses or other rights transfers as may be required in the Challenge Guidelines and/or the Challenge T&Cs.
       
        
15. Conflict. In the case of any conflict between the terms of the Challenge T&Cs (of which these Intellectual Property Terms and Conditions are a part) and the Challenge Guidelines or any HeroX Website Terms of Use, the Challenge T&Cs control.

PRECEDENCE AND INTEGRATION OF TERMS & CONDITIONS

Sponsor reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Challenge should virus, bug, non-authorized human intervention, fraud, or other cause beyond Sponsor control corrupt or affect the administration, security, fairness, or proper conduct of the Challenge. Sponsor reserves the right, in its sole discretion, to disqualify any Challenge Participant who tampers or attempts to tamper with the entry process or the operation of the Challenge or website or violates these Challenge Rules. Sponsor has the right, in its sole discretion, to maintain the integrity of the Challenge. Sponsor is not responsible and cannot be held liable for technical errors or other occurrences that may prevent the Challenge from running as planned. Any attempt by a Participant to deliberately undermine the legitimate operation of the Challenge may be a violation of criminal and civil laws. Should such attempt be made, Sponsor reserves the right to seek damages to the fullest extent permitted by law.

The terms governing and controlling the Challenge are found here in the Official Challenge Rules, Terms & Conditions and in the Challenge Guidelines. In the event of a conflict, the terms set forth in these Official Challenge Rules, Terms & Conditions will govern.

DISPUTES

Participants agree to release and hold Sponsor harmless from and against any claims associated with this Challenge. All issues and questions concerning the construction, validity, interpretation and enforceability of these Challenge Rules, or the rights and obligations of the Participants and Sponsor in connection with the Challenge, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions, except as to matters relating to arbitration, which shall be governed by the Federal Arbitration Act. Any dispute arising out of or relating to the Challenge will be decided only by arbitration, individually and not on a class-wide basis. Any arbitration will be administered by the American Arbitration Association and will take place in New York, NY. Any and all claims or awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering the Challenge, but in no event attorney’s fees; and under no circumstances will an Participant be permitted to obtain awards for, and Participants hereby waive all rights to claim, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO PARTICIPANT. SPONSOR’S FAILURE TO ENFORCE ANY TERM OF THESE OFFICIAL CHALLENGE RULES, TERMS & CONDITIONS SHALL NOT CONSTITUTE A WAIVER OF THESE PROVISIONS.

PRIVACY POLICY

Information submitted by a Participant is subject to the Privacy Policy of Sponsor. 

SOCIAL MEDIA, 

The Challenge hosted by Sponsor is in no way sponsored, endorsed, administered by, or associated with HeroX, LinkedIn, Instagram, and Facebook. Participants acknowledge and agree that, by entering, Participants agree to release and hold harmless HeroX, LinkedIn, Instagram, and Facebook from any injury, loss or damage to a person, including death, personal injury or loss or damage to property due in whole or in part, directly or indirectly to the acceptance or use/misuse of an Award, participation in any promotion-related activity or participation in the Challenge.

AFFIRMATION AND AGREEMENT TO THE OFFICIAL RULES

By participating, Participants agree to be fully and unconditionally bound by these Official Challenge Rules, Terms & Conditions and represent and warrant that they meet the eligibility requirements. In addition, Participants agree to accept the decision of Sponsor as final and binding as it relates to the content of this Challenge.