Nature’s Way Innovation Challenge

Official Rules

We want to invite you to submit your ideas and take part in a collaborative project with Nature’s Way in a project we have named the Nature’s Way Innovation Challenge (“Innovation Challenge”).

This Innovation Challenge is sponsored by Schwabe North America, Inc. and its affiliates (“Nature’s Way”). Nature’s Way will contribute to open innovation projects by providing support and/or funding from Nature's Way. This may include securing funding to drive the successful completion of their project and/or benefiting from the expertise of Nature's Way's highly specialized team across the value chain (“Award”). The foundation of the cooperation will be a fair and transparent intellectual property sharing agreement that will benefit both sides, depending on the success of the project.

Below are the official rules and guidelines (“Rules”) of the Innovation Challenge.

1. Applications for Innovation Challenge.

a. Please fill in your contact details in the fields provided and upload a document (.pdf, .ppt, .doc, etc.) describing your proposal.

b. Please be aware that at this stage, you should only provide information that does not require a confidentiality / non-disclosure agreement. Your proposal should address the challenge you are trying to solve.

c. Applicants must also provide non- confidential slides presentation of no more than ten (10) slides. Slides must address:

i. A short description of your solution and how it addresses the specific “asks” of the Innovation Challenge and vision for a collaboration

ii. An outline of the pathway leading from the existing status of your solution achieving the final vision with a special focus on the next step which you are requesting support for

iii. Clearly defined differentiating features of the solution clearly highlighted

iv. Any known competitive advantage and barriers to entry

v. Scientific principle underlying the solution, when applicable

vi. Key non-confidential data supporting the scientific principle or data indicating proof-of-concept, when applicable

vii. Overview of business case and/or business model

viii. Overview of Intellectual property and publications, when applicable

ix. Highlight of the team and their expertise

x. Roadmap, including time frame and growth plan and description of how the Innovation Challenge from Nature’s Way will be used to support business growth

d. Applicant must complete each section of the application in English and may not exceed the space provided in the application.

e. There are no specific requirements for the format of your idea as long as you feel you have addressed the points above.

f. Eligible applicants must submit the materials described in these Rules to be considered an official applicant of the Innovation Challenge (“Applicant”).

g. By submitting an Application, each Applicant, all of Applicant’s team members, employees, contractors, owners, investors, agents, directors, officers and any other affiliated individual or company with Applicant, agrees to be bound and abide by the terms and conditions of these Rules, which are final and binding in all respects.

h. By submitting an application, Applicant consents to receiving emails from Nature’s Way and/or its licensees and assignees relating solely to this Innovation Challenge. Additionally, by submitting the Application, Applicant consents to accepting Nature’s Way Privacy Policy.

i. Nature’s Way makes no representation or warranty regarding the confidentiality of any application submission. Further, Applicant agrees that the ideas embodied in Applicant’s application may be great, Nature’s Way may have already had the same or similar idea. Nature’s Way shall own exclusive rights, including all intellectual property rights, to any work it creates or has created from any similar idea of its own and will not owe any compensation to Applicant for any similar ideas of Nature’s Way.

j. Any costs incurred by Applicants in submitting an application and/or presenting to Nature’s Way, if selected, are the sole responsibility of Applicants.

2. Restrictions on Content of Application.

a. Applications and any presentations may only contain non-confidential information about Applicant’s\solution. Applicants asked for additional detail to help with the assessment may be requested to execute a confidentiality agreement, enabling them to provide additional information under confidentiality.

b. Applications may not contain material or information that violates or infringes a third party’s rights including but not limited to any privacy, publicity, trade secret, confidential, or intellectual property rights including but not limited to patent, copyright or trademark.

c. Nature’s Way reserves the right to disqualify any Applicant if it determines in its sole discretion that the Application (i) contains material that does not comply with these Rules, (ii) is not accurate and complete, or (iii) is inappropriate in any manner for the purposes of the Innovation Challenge.

3. Eligibility. The Innovation Challenge is open to U.S. and Canadian academics, researchers/research groups, and/or start-ups only.

4. Notification and Conditions of Award.

a. Before granting any Award to a potential Award Recipient, Nature’s Way reserves the right to:

i. determine the eligibility of potential Award Recipient to the Award grant;

ii. to require the potential Award Recipient to confirm evidence of its eligibility;

iii. to require the potential Award Recipient to comply with the terms and conditions of this Rules document;

iv. to confirm the potential Award Recipient’s agreement to and compliance with these Rules, and

v. the execution of documents required by these Rules.

b. Applicant Recipient agrees to and understands that the application could be made available to the public, including without limitation, posting on the Internet.

c. If Applicant is granted the Award, Nature’s Way will send you a contractual agreement for your review in which we specify details of our future collaboration and communication.

5. Existing Ownership and Legal Right to the Research, Inventions, Other Materials Described and Embodied by Application.

a. By submitting an application, an Applicant represents and warrants that, consistent with these Rules:

i. Its application including the text of the description of research is Applicant’s original work;

ii. Applicant owns all patent, copyright and other rights in the research described in its application or has a license to use for such information or materials for its research;

iii. the submitted application and the research identified in the application does not violate, in whole or in part, any existing copyright, trademark, or any other intellectual property of any other person, organization or entity;

iv. any third party material, content and/or ideas including intellectual property embodied or included in the research identified in the application is not protected by patent, copyright,

trade secret or confidentiality laws, or Applicant has a valid license to use such material, content and/or ideas for any purpose, specifically including the Innovation Challenge;

v. Applicant is not aware of any contractual obligations inconsistent with these Rules or pursuit of the research identified in the application;

vi. Applicant is not disclosing any confidential or trade secret information in the application, including of Applicant or any third party; and

vii. Aplicant has full power and all legal rights to submit the application to the Innovation Challenge in compliance with these Rules.

6. Limitation of Liability, Waivers and Releases. NATURE’S WAY SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING FROM OR ARISING OUT OF USE OF THE AWARD OR ANY OTHER ASPECT OF AN AWARD RECIPIENT’S ACCEPTANCE OR USE OF THE AWARD.

7. Operation of Innovation Challenge by Nature’s Way.

a. Nature’s Way has the right to disqualify any Applicant from eligibility to receive the Award, terminate Award Recipient’s use of the Award, and terminate Applicant’s participation in the Innovation Challenge at any time, without any notice, if Nature’s Way determines in its sole and final discretion that Applicant violated the Rules in any manner.

b. Nature’s Way, its parents, affiliated entities, advisors, agents, employees, contractors, officers or directors are liable or responsible for any lost, stolen, late, damaged, misplaced or misdirected applications including for any problems or technical malfunctions related to the electronic submission of an application.

c. If, for any reason, the Innovation Challenge is not capable of running as planned, including the unavailability of the Award for any reason, Nature’s Way reserves the right in its sole discretion to cancel, terminate, modify, or suspend the Innovation Challenge at any time.

d. By submitting an application to the Innovation Challenge, Applicant acknowledges that no joint venture, partnership, employment, fiduciary or agency relationship exists between Applicant or Award Recipient(s) and Nature’s Way, or any of its affiliated entities or advisors.

e. Any and all disputes, claims, and causes of action arising out of or connected with this Innovation Challenge, or any prizes awarded, shall be resolved individually, without resort to any form of class action. Any claims, judgments or awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Innovation Challenge but in no event attorneys' fees. Under no circumstances will Applicant be permitted to obtain awards for, and Applicant hereby waives 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. All issues and questions concerning the construction, validity, interpretation and enforceability of these Rules, or the rights and obligations of Applicant and Nature’s Way in connection with the Innovation Challenge shall be governed by, and construed in accordance with, the laws of the State of Wisconsin. All claims or actions between the parties hereto shall be brought exclusively in the Federal or State Courts residing in Brown County, Wisconsin and Applicant hereby submits and consents to the jurisdiction of such courts.

Any questions before submission? Please feel free to contact Innovation.Challenge@naturesway.com.