TERMS & CONDITIONS

BioLeap Program

Generation 1

1. Antecedent
BioLeap is an innovation incubation program focused on the Life Sciences and represents a novel extension of the global accelerator, Parallel18, a program of the Puerto Rico, Science, Technology and Research Trust (the “TRUST”). Its primary objective is to facilitate economic growth by advancing local scientific research towards commercialization. The BioLeap program is an initiative of the TRUST, a private non-profit organization established to advance the economy of Puerto Rico and the well-being of its citizens, through innovation and engagement in the global knowledge economy. The TRUST aims to stimulate investment and financing for R&D in science and technology, fostering job creation. Managing a diverse portfolio, the organization oversees numerous initiatives, providing grants, technical support, meetups, and educational resources for a wide range of stakeholders, including researchers, entrepreneurs, farmers, investors, and various other groups. BioLeap is able to operate given a funding opportunity from the U.S. Department of Commerce, Economic Development Administration (EDA), Build 2 Scale program, and as such, all associated entities are required to adhere to applicable federal laws, including but not limited to the Non discrimination Laws (42 U.S.C. §§ 2000d, 20 U.S.C. §§ 1681, 42 U.S.C. §§ 12101, 42 U.S.C. §§ 6101), Code of Conduct outlined in 2 C.F.R. Part 200 and Intellectual Property Rights (2 C.F.R. § 200.315).

2. Main Goal

BioLeap welcomes scientists and early-stage founders in Puerto Rico, offering them a centralized hub for education, technical support, and access to capital to initiate and grow their ventures into viable businesses. Our diverse initiatives aim to facilitate top-notch research collaborations, forge essential business networks, and generate investment prospects for all our startup endeavors.

2.1 Specifics Goals

● Establish the first Life Science incubator in Puerto Rico and the Caribbean.
● Enhance the level of research & development (R&D) engagement within
underrepresented communities.

● Foster a dynamic and inventive community atmosphere, strengthening various
Life Sciences sub-sectors such as Biotech, Medtech, Healthtech, Medical
Devices, Diagnostics, and related fields.
● Extend the impact of our program over a prolonged duration by carving out a
niche for Life Sciences and R&D startups.
● Promote buy-in from both the private sector and all facets of the government
by demonstrating success and advancing economic development.
● Promote participation from local and international angel investors, venture
capital firms, private equity funds, and other capital providers to invest in the
most promising startups emerging from Puerto Rico.
● Aid in addressing prevalent challenges within the Puerto Rican economy and
simultaneously drive growth in the island’s economic development.
● Promote corporate partners to participate in business development with
startups, exploring fresh opportunities for corporate innovation.
● Place Puerto Rico prominently on the global startup ecosystem map,
establishing it as a globally recognized hub for innovation.
3. Expected Results
● The program aims to offer Life Sciences entrepreneurs the chance to enhance
their capabilities through seminars and workshops. These sessions feature
speakers from Puerto Rico and the Mainland U.S. who possess technical
expertise.
● Cohort entities are anticipated to generate economic development by creating
new job opportunities spanning various roles, including administrative and
industry-specific.
● Participants are expected to leverage access to capital and network
opportunities over the program’s duration.
● Participants will be able to engage in networking and meeting events with
prospective corporate partners and investors.

4. General Eligibility Requirements

● To be selected as a Participant, individuals must comply with the following:
○ Project: Have a novel and functional prototype, proof of concept
(experimental), or platform technology in the Life Sciences field is
required.
○ Be either a U.S. citizen or a permanent resident and anticipates
sustaining ongoing research & development efforts in Puerto Rico.
○ Individuals with demonstrated experience and capacity in order to
successfully develop the prototype, proof of concept, or platform
technology towards advanced phases.

○ Ability to comply as a Participant in accordance with the next section.

5. Participant

An eligible individual in accordance with the section above that has been selected to participate in BioLeap, possessing a for-profit-driven entity or the ability to legally organize (formalize) one, in the appropriate Puerto Rico or U.S. state governmental department of the Participants choosing, during the program. If organized in a state outside of Puerto Rico the existing or prospective entity must have approval to conduct business in Puerto Rico by the local Department of State. The majority ownership of the company must reside with individuals presently living in Puerto Rico and whose business management burden relies on Puerto Rico. The company’s endeavors should demonstrate innovation, featuring a business model capable of expanding and scaling its operations beyond Puerto Rico. Additionally, the Participant must designate at least one point of contact solely dedicated to its operations. Operations must be focused on the Life Sciences sector. Applicants must be over eighteen (18) years of age to become a Participant. BioLeap
reserves the right to use its discretionary faculty to accept Participants below the age of eighteen (18) as extraordinary situations may arise. Participants must comply with these Terms and Conditions, abide by applicable laws, BioLeap rules of conduct, and remain in good standing with the requirements of the
Program to retain their status as a Participant.

>Important: Individuals who have not yet registered a for-profit entity but possess a functional prototype, proof of concept (experiment), or technology may be admitted to BioLeap, provided that the legal formation of their entity takes place within the program’s duration.

6. Program Activities

BioLeap will consist of various activities and events available to Participants in English and a hybrid format (In-person and virtual). Activities and events shall be identified as mandatory or optional within this array.

6.1 Mandatory Activities

The BioLeap curriculum has a duration of twelve (12) weeks. The cohort period commences on the date set for Kick-off Day. Throughout this curriculum, Participants must be present in Puerto Rico and ready to engage in the specified mandatory activities:

On-going:

● Seminar series: Participants are expected to attend seminars up to twice a
week with invited speakers or mentors as part of the curriculum.
● Catch-up meetings: Participants are expected to attend at least once
biweekly to a catch-up meeting with BioLeap staff to track progress.
Monthly:
● Meet the Founder: Casual meetups of the cohort with accomplished founders
from Puerto Rico and the Mainland U.S. who have attained sustainable growth
and scalability.
● Parallel18 Connect Networking/ Ventures Gathering: Cohort members will
participate in a monthly Networking or Ventures Gathering event as a
component of initiatives to connect with potential corporate partners and
investors.

One-per-cohort

● Match-making initiative: Gatherings and other opportunities within the cohort
to connect with individuals possessing a business background (or experience
as CEO, CFO, or others), with the aim of identifying potential partnerships.
Midpoint Evaluation:
● The cohort will convene with BioLeap designated evaluators, providing a brief
progress update using a designated form. BioLeap will utilize the collected
information to assess the Participants’ advancements during the initial six
weeks of the program.

End of the Program:

● Participants in the cohort will receive invitations to a concluding curriculum-
term event where they can showcase their accomplishments, highlight

milestones attained, and outline their next steps to their peers.
● BioLeap participants will be provided with a due diligence survey to gather
data on their progress. This information will be utilized for our internal
assessment, enabling us to enhance BioLeap’s offerings and better tailor the
experience for the subsequent cohort.

6.2 Optional Activities

At their discretion, the Participant may engage in or execute the activities listed below unless these have been explicitly designated as mandatory in the preceding subsection:

● Office hours with mentors of choice or with any of our resources brought as
part of their tailored experience. Any TRUST member can be considered a
mentor.
● Presentations, office hours, workshops, classes, or other events organized by
other program Participants.

● Other activities related to the project or program specified as optional.

>Important: Should the Participant fail to engage in the specified actions or events outlined herein without prior authorized exemption, BioLeap reserves the right to assess the possibility of an Early End of Participation, contingent on the reasons provided. The schedule for seminars, meetings, and events will be communicated ahead of time, and any modifications will be notified in advance.

7. BioLeap Project Application Contents

7.1 Applicants must provide information by completing the application form, which will be available through our website (www.parallel.com/bioleap/), and the expected information should be:

● Official documentation for the individual, including their nationality,
educational background, technical expertise, and professional work history.
● If selected, applicants who are already incorporated must submit the
documentation related to their company.
● A photocopy of the ID indicating the name, identification number, issued, and
expiration dates. Documents must be valid.
● Brief information on the prototype, proof of concept (experimental), or platform
technology intended for commercialization.
● Description of the competition and the project’s differentiation.
● Stage in which the project is at the moment of application.
● Explain the project goals and why you think BioLeap would help accomplish
the milestones that you are aiming to achieve.
● BioLeap may require additional information as needed to verify any of the
above items.
● Additional optional information. Though not required for eligibility, BioLeap
may consider the following information if provided:
○ Relationship with international networks to position Puerto Rico as an
innovation hub.
○ Scalability strategy, Entry, and exit barriers.
○ Progress to date and plan during the program.
○ Target, Size, and Market Position.

>Important: Incomplete application forms will be deemed not submitted.

8. Deadlines

BioLeap consists of twelve (12) weeks of curriculum, following an additional fourteen (14) weeks of technical assistance. The schedule will be provided after the selection of Participants.

9. Application Process

9.1 Period of Application and Evaluation for BioLeap

The program will be accessible to interested individuals through a designated community platform. Announcements regarding the application form will be accessible via BioLeap’s website (https://parallel18.com/bioleap/) and BioLeap’s social media platforms. Applications will be accepted from January 22 to February 29, 2024. Evaluation of applications will take place between March 4 and March 20, 2024, with notification of results scheduled around March 22, 2024.

9.2 Means of Application

Entry into the community management platform is for applicants and their required documentation. The system accepts supporting documents in compatible formats, including text documents, spreadsheets, and other file types like doc, xls, jpg, or pdf.

9.3 Limit of Applications

A single applicant can submit only one application with one prototype, proof of concept (experimental), or platform technology project during each application period.

10. Evaluation

There will be three phases of the evaluation process: Screening Round, Judging Round, and Selection committee.

10.1 Phase 1- Screening Round

BioLeap staff will assess all application forms to ensure they are complete. Those who successfully pass the internal screening round will progress to the external committee evaluation. The Bioleap staff will scrutinize the alignment of the project’s objectives with the Program’s guidelines, considering factors such as market competition, funding readiness, team qualifications, and project viability.

>Important: After conducting this screening round, the BioLeap staff will inform applicants of their initial assessment. Accepted projects will receive an email outlining the next steps, while those not accepted will be provided information on other relevant opportunities.

10.2 Phase 2- Judging Round

BioLeap will organize an External Committee equipped with the necessary information to assess applications. The committee will consist of seasoned entrepreneurs, both local and international, who have no affiliation with the program. The applications will be scored on a scale of 1 to 5, where 1 represents the minimum score, and 5 signifies the maximum score. The evaluation will be based on the following criteria:

Research, Product or Service (30%)
Market and Competitive Positioning (25%)
Team Qualifications & Experience (15%)
Funding Readiness (15%)
Commercialization Strategy (15%)

10.3 Phase 3- Selection Committee

After evaluations conducted by the external committee, the BioLeap Selection Committee will select Participants to comprise the cohort that will participate in this generation of BioLeap.

10.4 Interviews (If necessary)

Throughout the selection phase, evaluators may request an interview via video conference or in person, when possible, to address any queries and provide further clarification. This phase is optional and discretional to the BioLeap team.

11. Notice of Selection

Upon completion of the evaluation, the program will notify the applicants of the final decision and extend an offer to join within three business days. Following the invitation, the Participant will receive an onboarding package.

12.Right to Invest

By agreeing to participate in the Program, the participating company provides the TRUST, in its discretion, the right to invest in the company in any future fundraising initiative that the Participant engages in, and in the same terms as other participants in financing.

13.Early End of Participation

Without prejudice to other provisions for early termination provided herein, BioLeap shall in its discretion notify to the Participant a determination of end of participation of the project in accordance with this provision in the following instances and impose the specified sanctions. Notices under this section shall be provided in writing to the email of the Participant as provided. Participation of the project in BioLeap shall be considered to end immediately upon notice unless provided otherwise. Notwithstanding the notice of early end of participation, all enforceable obligations under these terms shall remain in effect and the Participant shall continue to comply with such obligations to the satisfaction of the TRUST.

13.1 Non-fault early end of participation.

BioLeap reserves the right to initiate through notice in writing to the Participant or respond to a Participant’s request for early termination of participation in the following scenarios:

● Failure to achieve critical results or continuity milestones established by the
program and the project for reasons not attributable to the lack of diligence of
the project duly qualified by BioLeap.
● It has become convinced that the project will not achieve the expected results
and that it cannot be executed within reasonable parameters for reasons not
attributable to the lack of diligence of the project duly qualified by BioLeap.
● Other causes are not attributable to the Participant’s lack of diligence in
carrying out the activities related to the project and participation in the
Program, duly qualified by BioLeap.  If requested by the project and accepted by BioLeap, it shall be understood that the project has been finished early from the date of the request.

>Important: The TRUST reserves the right to conclude program activities or terminate
the engagement of any Participant before the Program’s scheduled conclusion
whenever it deems such action to be in its best interest. Any termination will be
communicated through a written notice, and the effective date of termination will be
at least fifteen (15) calendar days from the date of receiving the notice.

13.2 Early end of participation due to non-compliance of the Participant. BioLeap reserves the right to terminate participation prematurely if the project fails to adhere to its obligations due to negligence or a lack of due diligence. Instances such as these, among others, may be considered breaches of the contract:

● Denial or hindrance of project monitoring.
● Negligence in performing key financial and technical activities.
● Non-compliance with federal regulations and guidelines pertaining to
intellectual property, plagiarism, or unethical research conduct.
● A serious discrepancy between the declared technical, legal and factual
information.

● Making substantial alterations to the project or business model as outlined in
the application that fundamentally impacts the capacity for success and no
longer aligns with the goals of the Program.
Other reasons are attributable to the Participant’s lack of diligence in carrying out their
activities related to the project and/or their participation in the Program, as duly
qualified by BioLeap.

14.Warranties

The Participants warrant and represent BioLeap/parallel18 as follows. Non- compliance with any part of this section shall constitute cause for immediate termination of participation in BioLeap.

● The Participants shall not violate any intellectual property rights,
confidentiality, right of privacy, or other right of any person or entity
whomsoever.
● The Participant represents and warrants that they have the knowledge,
experience, skills, resources, as well as the necessary licenses and
certifications, as applicable, for all activities relevant to the development of the
project under BioLeap and shall take all the reasonable measures to ensure
that such activities shall abide by all applicable rules of ethics and shall be
responsible for their actions and of those individuals collaborating with the
Participant under the project.
● The Participant, at all times, shall observe and comply with the provisions of all
United States and Puerto Rico laws, regulations and local ordinances
applicable to the prosecution of all activities in relation to BioLeap and the
development of the Participant’s project.
● The Participants represent that the information they provided to
BioLeap/parallel18 during the application and contracting phases is accurate
and complete. Each Participant understands that in the event they have failed
to disclose any relevant information that may have impacted parallel18’s
decision to select and award the grant Contract to their project or has provided
false data, parallel18 will be entitled to rescind the contract with immediate
effect, in addition to any other remedies which the TRUST may have by
contract or by law.

15. Independent Entities

Participants shall remain independent of the TRUST. Nothing in or relating to these Terms and Conditions shall be construed as establishing or creating an employer/employee relationship or any partnership, joint venture, or agency relationship with the TRUST or its parallel18 programs. The TRUST shall not be responsible for any loss, accident, damage, or injury suffered by the Participants arising during or as a result of their participation in the Program. Those mentioned above are not responsible for all out-of-pocket expenses incurred in and for the involvement of the BioLeap program, whether they may be incurred.

16.Hold Harmless

The Participants hereby indemnify and hold the TRUST harmless from and against the total amount of all claims and liabilities, including legal fees and costs for any injury or damage to any person, employee and/or property to the extent such injury or damage was sustained through negligence or misconduct of the Participant which are or may be made, filed, or assessed against the TRUST at any time and based on, or arising out of, breach by the Participants of any of its representations or warranties under these terms and conditions, subsequent and relating contracts, or any activity carried out by the Participant in connection with BioLeap, or violation of any federal, state or Puerto Rico law, rule, regulation, ordinance and/or any governmental requirement that may be related to the protection of the public, the health or safety of its employees and the environment. Notwithstanding the above, the CONTRACTOR shall not be liable for consequential, incidental, indirect, punitive or special damages regardless of whether such representations and warranties are explicitly incorporated herein or are referred to in any attached Appendices.

17. Intellectual Property

BioLeap acknowledges and agrees that any and all intellectual property rights (“IPR”) in any inventions, innovations, processes, developments, designs, know-how, ideas, reports, data, databases, software, code, algorithms, documents, diagrams, models, tools, applications, or any other outcomes, tangible or intangible, that are conceived, made, discovered, written, produced, developed, assembled, or generated by the Participant, whether solely or jointly with others, during the course of the Participant’s project under the Program (“Project Outcomes”), shall belong solely and exclusively to the Participant. BioLeap further acknowledges and agrees that it shall not, at any time, infringe upon, contest, or challenge, directly or indirectly, the Participant’s IPR in the Project Outcomes, or assist or encourage others to do so.

18.Confidentiality

BioLeap acknowledges the proprietary, privileged, and confidential nature of all internal, non-public, financial, and business information relating to the Participant’s business. BioLeap acknowledges that during the course of its program, it may have access, either involuntarily or by provision of the Participant, to trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Participant and/or used by the Participant in connection with the operation of their scientific research and development including, without limitation, the Participant’s business and product processes, methods, customer lists, accounts and procedures. BioLeap agrees that it will not disclose any of the aforesaid, directly, or indirectly, or use any of them in any manner, either during the term of the BioLeap program or at any time thereafter, except as required in the course of this engagement with the Participant. Files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Participant, whether prepared by BioLeap or otherwise coming into its possession, shall remain the exclusive property of the Participant where reasonably intended or as identified when possible. The Program shall not retain any copies of the foregoing without the Participant’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Participant, the Program shall immediately deliver to the Participant all such files, records, documents, specifications, information, and other items in its possession or under its control and are not of the property of BioLeap and the TRUST.

19. Assignment

The Participants shall not assign, transfer, pledge or make any other disposition of these Terms and Conditions or any part thereof, or any of their rights, claims, or obligations under these Terms and Conditions except with the prior written consent of parallel18.

20. Consult

Questions may be addressed to the following e-mail address: [email protected].

The TRUST reserves the right to unilaterally amend these terms and conditions in future publications. Participants will receive electronic notification in such an event. Continuing participation in the BioLeap will be understood as providing consent to the new version of this document.