Information pertaining to the function and use of the Takeda innovation platform.

Takeda Pharmaceuticals International AG, Thurgauerstrasse 130, 8152 Glattpark-Opfikon, Switzerland and its Affiliates (as defined below) (collectively hereinafter referred as to “Takeda”) may from time to time conduct challenges where companies, innovators and entrepreneurs are invited to participate (“Challenge”). All Challenges are announced on Takeda’s challenge web-service, www.ichallenges.takeda.com. (“Challenge Invitations”). The purpose of the Challenges is to select and award companies (the “Winner(s)”) such purpose to be further explained in the Challenge Invitation. Challenge Invitations will inform how to apply, applicable deadlines and the award for that Challenge. Any provisions of such Challenge Invitations will prevail in case of any conflict with the Terms and Conditions provided herein (“Terms”). “Affiliate” means any entity directly or indirectly controlling, controlled by or under common control with a party.

For some Challenges Takeda may be supported by a third party as engaged by Takeda (Takeda individually hereinafter also referred to as the “Organizer” and jointly with such third as “Organizers”).

By submitting an Application (“Application”) on www.ichallenges.takeda.com, you agree to be bound by the Terms. Additional terms and conditions may be provided to you in writing as part of each individual Challenge.

The Challenge is only open to legal entities and expressly excludes participation of individuals and consumers. Applications should only be submitted by authorized representatives of Applicant applying for the Challenge (“Applicant”).

The Applicant shall submit its candidature exclusively by registering on the Challenge website (paper Applications will not be considered), in accordance with the instructions provided (the “Application”) as per individual Challenge Invitation. By submitting an Application, the Applicant agrees that (a) the information provided is complete, correct and accurate in all material respects and that (b) its registration may be rejected or terminated and all Applications submitted by it may be disqualified, if any of the registered information is (or the Organizers have reasonable grounds to believe it is) incomplete, incorrect or inaccurate. All Applications must be in English or in language specified in the Challenge Invitation. Entry attachments may be submitted in .pdf, .xls, .xlsx, .doc, docx, .ppt, or .pptx formats. Links to publicly available online videos or supplemental information (e.g., YouTube) can be included in your Application as further explained in the Challenge Invitation.

The Application is free of charge and without purchase obligation for the Applicant or for the Organizers. The Organizers may perform a preliminary relevance check (the “Preliminary Check”), to verify that the entries made by the Applicant are relevant to the purpose of the Challenge. Takeda shall have the last say in this review. The decision regarding late or non-conforming Applications for Applicants is final.

Notwithstanding the foregoing, the Organizers reserve the right not to select any Applicant as Winner if none of the Applicants meets the Takeda selection criteria. Any Applicant which does not abide by the Rules during its Application and at any time during the Challenge will be automatically and without previous notification, disqualified from the Challenge and shall not be awarded.

The Challenge Invitation will inform about the necessary details and process requirements for Application. Only complete Applications will be considered.

All the information provided by the Applicants will be non-confidential. The information related to the Application will be managed by the Organizers and delivered to members of the appointed review panel for evaluation purposes. All Applicants agree to the publication of their name as well as the names of their collaborators, the company name, the project title as well as the general project description for the above mentioned purposes of promotion.

Applicant acknowledges that Takeda may presently, during the Challenge, and/or in the future be developing internally, or receiving from other parties, ideas, concepts, solutions and information that are similar to the Application. Accordingly, nothing herein shall prohibit Takeda from independently acquiring, developing, or having developed for it, products, concepts, systems, services, or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Submission.

For the purpose of communicating on the results of the Challenge, the Winner(s) explicitly authorise Takeda to communicate on their identity (corporate denomination, business activity, team) as a result of the Challenge, worldwide, without any financial remuneration. Each Applicant undertakes to obtain from the relevant individuals of its team, to the benefit of Takeda, the right to use their surnames, given names and images in any format and regardless of the type of media, for the purpose of such communication of the Challenge results. Use of such data shall be subject to the provisions of Article 6 below.

The exact content, nature or value Award will be set forth in a Challenge Invitation and/ or at time of notification. Award may not be substituted, assigned or transferred or redeemed for cash, however Takeda reserves the right, at its sole discretion, to substitute an Award (or portion thereof) with one of comparable or greater value. Recipients are responsible for all applicable federal, state and local taxes, if any, as well as any other costs and expenses associated with Award acceptance and use not specified herein or in the Challenge Announcement as being provided.

All intellectual property rights in the idea or concept presented in the Application, independently of the final results of the initiative, will remain as property of the Applicant. By your Application to the Challenge, the Applicant grants Takeda a limited, non-exclusive, royalty free license and right to use the Application to the extent necessary to distribute to third parties associated with the Challenge, conduct the award ceremony and to promote the Challenge including the presentation during the award ceremony as well as for the press coverage and media follow-up after the ceremony. Applicant consents, authorizes and grants to Takeda the irrevocable and unrestricted right and permission to take, copyright, use and publish printed, video, audio, or photographic images of Applicant and Applicant’s statements, in whole or in part, in conjunction with or without Applicant’s name, or any reproductions thereof related to the Challenge for Takeda’s use with internal and external audiences, including the right to edit these materials to ensure compliance with applicable rules and regulations.

Applicant shall not to use the Takeda name, logo, corporate identity or images without Takeda’s prior written consent.

The Organizer(s) are not responsible for (a) late, lost, stolen, damaged, garbled, incomplete, incorrect or misdirected entries or other communications, (b) errors, omissions, interruptions, deletions, defects, or delays in operations or transmission of information, in each case whether arising by way of technical or other failures or malfunctions of computer hardware, software, communications devices, or transmission lines, or (c) data corruption, theft, destruction, unauthorized access to or alteration of Application materials, loss or otherwise. The Organizer(s) are not responsible for electronic communications or emails which are undeliverable as a result of any form of active or passive filtering of any kind, or insufficient space in any email account to receive email messages. The Organizer(s) disclaim any liability for damage to any computer system resulting from participation in, or accessing or downloading of information in connection with, the Challenge.

By participating in the Challenge, each Applicant agrees to release, indemnify and hold harmless the Organizer(s), and their respective affiliates, subsidiaries, advertising and promotions agencies, as applicable, and each of their respective agents, representatives, officers, directors, members, shareholders, employees and insurers from and against any injuries, losses, damages, claims, actions and any liability of any kind (including attorneys’ fees) resulting from or arising out of your participation in, association with or Application to the Challenge (including any claims alleging that your Application infringes, misappropriates or violates any third party’s intellectual property rights). The Organizer(s) reserve the right in their sole discretion to extend or modify the dates of the Challenge, and to change the terms of these Terms governing any phase or portion thereof taking place after the effective date of any such change.

The registration and participation in the Challenge shall not create a link of subordination between the Organizer(s) and the Applicant.

Any claim of the Applicant must be sent in writing within thirty (30) days after the end of the Challenge. Claims linked to the functioning of the website must be made in writing at the following address: innovation.challenge.global@takeda.com.

The Organizer(s) reserve the right to cancel, shorten and/or suspend the Challenge without prior notice:

• In cases of force majeure: the following are considered to be cases of force majeure without this list being exhaustive: natural disasters, fires, lightning, bad weather, strikes not limited to the Party prevented, government decisions, epidemics or pandemics (in particular those linked to Covid 19), social unrest, armed conflicts, riots, sabotage, embargoes, acts or regulations emanating from public, civil or military authorities, acts of terrorism;
• If it appears that fraud has occurred in any form whatsoever;

The Organizer(s) cannot be held liable for cancellation or for suspension of the Challenge according to the present Article and no allowance nor compensation will be due to the Applicant team.

Application implies the acceptance and adherence to the above conditions and the Organizer(s)’ decisions as final and binding in all respects.

In the event of a legal dispute, the Applicants agree to make their best efforts to reach an amicable settlement with Takeda. If no agreement is reached between the Parties within thirty (30) days of the registered letter reception, Parties regain their freedom of action. The place of jurisdiction shall be in Zurich (Switzerland) and Swiss law shall be applicable for any dispute.