Pfizer Neuroscience Golden Ticket Program Contest Application

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DETAILS

Per the Official Rules, a completed application must be submitted to KendallSquareSiteAffairs@pfizer.com by JULY 20TH, 2018 AT 11:59 PM EASTERN TIME. Submissions received after this date will NOT be considered at the sole discretion of Pfizer.

Program will award up to two Golden Tickets (“Golden Ticket”) for waitlist priority and one year of prepaid rent for a reserved bench on the first floor for one scientist at LabCentral (700 Main St., Cambridge, MA), subject to this Pfizer Neuroscience Golden Ticket Program Application and Agreement (this “Agreement”) and the Pfizer Neuroscience Golden Ticket Program Terms and Conditions (“Terms”), available at http://www.pfizer.com/GoldenTicketProcess.

This Agreement is a binding contract between the company identified below (“you”) and Pfizer Inc. (“Pfizer”). By submitting an application (your “Application”), you represent and warrant that you have read this Agreement and the Terms, that you understand them, and that you agree to be bound by their terms.

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In consideration of the opportunity to participate in the Pfizer Neuroscience Golden Ticket Program (the “Program”) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby agree with Pfizer as follows:

1. APPLICATION INFORMATION. You acknowledge and agree not to submit any information or content to Pfizer that is confidential, and you consent (a) to being contacted by Pfizer regarding your Application and (b) to the public disclosure and commercial use of all content and information submitted as part of your Application and/or otherwise submitted to Pfizer in connection with the Program (your “Content”) by Pfizer. For clarity, Pfizer has no obligation of confidentiality with respect to any information provided in your Application or any other Content. You represent and warrant that (i) the information provided in your Application and any other Content is accurate, (ii) you own all rights in and to your Content, and (iii) your Content does not contain any third party owned Content, including copyrighted material, or material that is subject to other third party proprietary rights. You hereby grant Pfizer a non-exclusive, royalty-free, worldwide, irrevocable, perpetual license to reproduce, publish, display, disclose, modify, make derivatives of, and otherwise use your Content in any type of media, whether now existing or hereafter created. You are solely responsible for your Content and the consequences of submitting your Content to Pfizer through the Program, including that which may result from later publication of the Content by Pfizer.

2. ACKNOWLEDGEMENT OF TERMS. You agree to be bound by the Terms, which are incorporated herein by reference. Without limiting the foregoing:

A. NO PURCHASE IS NECESSARY TO PARTICIPATE IN THE PROGRAM, and no payment of money is necessary to apply or win. Any purchase or payment will not increase chances of winning. The Program is open only to startup companies organized under the laws of, and residing in, the United States (excluding Arizona) that (i) have not and will not as of receipt of the Golden Ticket (if such applicant is chosen as a winner) raised in excess of USD $7.5 million in cumulative capital funding and (ii) do not and will not have more than USD $3 million in trailing revenue during the twelve-month period prior to receipt of a Golden Ticket (if such applicant is chosen as a winner). For clarity, individuals are not eligible to apply – only corporate entities are eligible to receive a Golden Ticket. Further, the applicant must be working in the field or related field of neuroscience and/or neuroscience technology platforms.

B. The following are not eligible to participate in the Program or receive a Golden Ticket (including as representatives of an applicant company): (i) government agencies and institutions (including public universities) and their employees; (ii) individuals and entities who appear on the U.S. Government Department of Treasury’s Specially Designated Nationals List; (iii) employees of Pfizer Inc. or LabCentral, Inc. (“LabCentral”) or of their respective affiliates, subsidiaries, and agents, and immediate family members of such individuals; and (iv) individuals who are under eighteen years of age. This Program is void where prohibited by law.

C. All Applications must be complete in order to be eligible to participate in the Program.

D. Receipt of a Golden Ticket is conditioned upon (i) the winner (“Winner”) and its applicable employees, officers, and directors signing, where permitted by law, a Winner Release (including an affidavit of eligibility, a receipt, and a license to use relevant individuals’ names and likenesses in connection with promoting the Program) and/or other documentation as required by Pfizer, (ii) the approval of LabCentral, and (iii) the Winner entering into a separate agreement with LabCentral and complying with LabCentral’s policies regarding its facilities. The Golden Ticket is non-transferable, non-assignable, non-substitutable, and cannot be returned for cash or any other consideration. The Winner is solely responsible for payment of all federal, state and/or local income and other taxes and duties related to any award received. The Golden Ticket does not guarantee lab space at LabCentral starting at any specific time, as space is subject to availability and LabCentral’s waitlist policies. Lab use will commence when space is available and as agreed between the Winner and LabCentral. Unless otherwise agreed by Pfizer and LabCentral, Winner’s failure to commence lab use when space is available will result in forfeiture of the Golden Ticket.

E. A listing of Winners (including the name of the winning company, city or town of residence, date of receipt of a Golden Ticket, and value of the Golden Ticket) can also be obtained by sending a self-addressed stamped envelope to the following address on or after October 15, 2018: Attention: Pfizer Inc., Attention: Site Affairs, 1 Portland St., Cambridge, MA 02139. Requests must be submitted by December 15, 2018.

3. PUBLICITY. You agree to assist Pfizer in promoting and marketing the Program, as Pfizer may reasonably request, at Pfizer’s expense. Without limiting Section 1 above, you hereby grant Pfizer and its licensees and assigns a non-exclusive, royalty-free, worldwide, irrevocable, perpetual, right and license to use your company name, trademarks, logos, company history, and other identifying information connection with press releases, advertisements, and other promotional activities in any type of media, whether now existing or hereafter created. You will not publicize your participation in the Program or make any use of Pfizer’s name, trademarks, or logos without Pfizer’s prior written consent.

4. MISCELLANEOUS. This Agreement will be binding upon and will inure to the benefit of the respective successors and/or assigns of the parties hereto. You agree that Pfizer may freely assign and sublicense this Agreement and all rights hereunder to any person, firm, or corporation. Your services are personal and you cannot assign the performance of them. The terms and conditions of this Agreement, together with the Terms, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the parties. If any provision of this Agreement is prohibited or adjudged by a court to be unlawful, void, or unenforceable, such provision will to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and such provision will not in any way affect any other circumstances or the validity or enforcement of this Agreement.

Pfizer Neuroscience Golden Ticket Program Contest Application

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