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Introduction to BioArbitrage
Introduction to BioArbitrage




                     What is BioArbitrage?


                    Who is Harrison Hayes?


                Harrison Hayes and BioArbitrage


                          The Tools


                      Contact Information




                                                  2
What is Arbitrage?




 Arbitrage involves earning a risk-free
 profit without the outlay of capital.




                      Arbitrage takes minimal investment for
                      the guarantee of high return




                                                               3
BioArbitrage Defined


     In BioArbitrage, an asset is identified where the owners undervalue the asset
      against the market value.
     A BioArbitrage fund purchases the asset and then sells it on the open market
      for an immediate return.




                                                                                      4
How it Works


                  Economics of BioArbitrage




                                              Sell Asset Here



                                                         Market Value
                                                         Buy Line

 Buy Asset Here




                                                                    5
Introduction to BioArbitrage




                     What is BioArbitrage?


                    Who is Harrison Hayes?


                Harrison Hayes and BioArbitrage


                          The Tools


                      Contact Information




                                                  6
Harrison Hayes – Who Are We?



  Harrison Hayes is a strategic consulting firm to the life, chemical, and material
  science industries. Specific areas of expertise reside in our unique and
  proprietary research methodologies that support strategic and tactical decision
  making processes for our clients.




                                                                                      7
Harrison Hayes: Timeline




                            1998:                        2001:
     1991:
                        Bill Smith re-             Innovation practice
Addison Whitney
                      acquires Addison                spun-off from
 founded by Bill
                          Whitney                   Addison Whitney
     Smith




               1995:                      2001:                                2007:
          Addison Whitney           Innovation comes to                  Addison Whitney
         sold to Interpublic               light                         sold to Inventive
               Group                                                     Health; Harrison
                                                                          Hayes is born



                                                                                        8
Harrison Hayes: Bill Smith


Bill Smith Bio
Founder and Managing Director of Harrison Hayes, LLC, a strategic consulting firm with
an emphasis on the creation of disruptive innovation products and platforms. Prior to
Harrison Hayes, Bill was the Founder and CEO of Addison Whitney, which today, is the
third largest branding consultancy in the world. Bill sold Addison Whitney in 1995 to
Interpublic Group (NYSE:IPG) and led their Healthcare Acquisition Team for three years
which was responsible for over $3 Billion in transactions. He re-acquired Addison
Whitney in 1998. Bill acted in a dual role with Addison Whitney (Chairman) and
Harrison Hayes until 2007.
Education
B.A., Berklee College
M.A., Colorado State University




                                                                                         9
Introduction to BioArbitrage




                     What is BioArbitrage?


                    Who is Harrison Hayes?


                Harrison Hayes and BioArbitrage


                          The Tools


                      Contact Information




                                                  10
Harrison Hayes and BioArbitrage
      -Initiation


   A General Partner will shape the investment charter
    with specific criteria and areas of investment
    interest.
   The General Partner has the Right of First Refusal to
    acquire the Funds portfolio of assets.
   In the event of non-acquisition, the General Partner
    maintains the opportunity of financial gain from the
    asset’s exit strategy.




                                                            11
Harrison Hayes and BioArbitrage
      -The Option


   There is typically a designated Managing Director of
    the Fund.
   The Managing Director and Owner of the identified
    asset will agree on appropriate acquisition value.
   The Managing Director will perform its PIPV
    proprietary analysis to determine that the
    acquisition price is less than market value.
   The Fund will exercise the option to purchase the
    asset within a time period of 12 to 18 months.




                                                           12
Harrison Hayes and BioArbitrage
      -The Auction


   The Managing Director will market the asset in a
    controlled auction.
   Managing Director and asset’s Owner will
    determine the appropriate strike price.
   The asset will be auctioned to buyers who are
    willing to pay more than the agreed strike price.
   The fund pays the owner the agreed Strike Price
    and retains the differential.




                                                        13
Harrison Hayes and BioArbitrage
      -Terms



   A General Partner will invest an previously agreed
    upon amount.
   Managing Director to receive a 2.5% Annual
    Management Fee.
   Managing Director to receive 20% of the “carry”.
   Fund will be for a term of seven (7) years.




                                                         14
Harrison Hayes and BioArbitrage
      -Why Invest?



   The Fund is a key piece in building an innovation
    pipeline.
   The Fund has the ability to deliver novel
    technologies and intellectual property unlike
    traditional methods.
   This Fund will provide exposure to global
    investments “off the grid”.
   Creates selective investments at reasonable
    valuations.




                                                        15
Introduction to BioArbitrage




                     What is BioArbitrage?


                    Who is Harrison Hayes?


                Harrison Hayes and BioArbitrage


                          The Tools


                      Contact Information




                                                  16
Tools for Success: Technology Scouting
Technology Sourcing includes the identification of technology developments and the
facilitation of the sourcing of technology.
                                          Provisioning of Technology
                                          Intelligence to facilitate the
Identification, assessment and
                                          Technology Management
usage of information on
technological developments                                                          Acquisition, development,
                                                                                    storage, usage and selling of
                                                                                    technological knowledge


                                 Technology                      Technology
                                 Intelligence                    Management




Scouts identify and assess
new technologies                                                                    Scouts facilitate the sourcing of
                                                  Technology                        technology
                                                   Scouting


                                                Building and using a network of
                                                experts for competitive advantage




                                                                                                                        17
Tools for Success: Technology Scouting
Technology Scouting Process consists of five Technology Intelligence steps plus the step of
Technology Sourcing.




                Selection of                                                     Usage of
                                                  Filtering,
  Definition    information                                     Evaluation     information
                                 Collection      analyzing,
  of search     sources and                                        and              and
                                  of data       interpreting
    areas        methods to                                      decision       sourcing of
                                                   of data
                  employ                                         making         technology




                                                                                              18
Tools for Success: Technology Scouting

Technology Sourcing supports the external sourcing of technology and the product
specification and development.

 Innovation Management


                           Product              Prototype
 Fuzzy-front-end
                       specification and      validation and        Market Launch
  of Innovation
                         development              testing




                                                                                    19
Tools for Success: Technology Scouting

Technology Sourcing supports the external sourcing of technology and the product
specification and development.



Technology Management


                                  Storage, Internal
   External Technology         generation and usage of        Technology selling or
        Sourcing                    technological                  licensing
                                     knowledge




                                                                                      20
Tools for Success: Technology Scouting
Framework for Empirical Research: PLS –path analysis will be used to analyze the success
factors of technology scouting and how to organize it best.
                                   Management
         Factors                                         Scouting Success              Factors
                                     Areas

          Defined Process

    Functional interweavement

   Formalized connection to R&D       Organizational                                        Input for R&D projects

     Formulized connection to
                                      Characteristics                                       Triggering of new R&D
           Marketing                                                                        projects

  Methodological interweavement                                      Stimulation of               Triggering of new
                                                                                                    business field
                                                                       Innovation
   Boundary spanner capabilities

            Network Size               Characteristics
                                                                                                 Help in assessment of
     Technological competence           of the scouts                                            technology

         Internal Network                                            Facilitation of             Contact to relevant
                                                                                                 sources
                                                                      Technology
          Incentive System                                             Scouting                  Sourcing needs
                                                                                                 identified
          IT-Support Tools             Management of                                             Support in acquisition
  Balanced scout portfolio            Scouting Network                                           of technology

        Role Differentiation                                                                     Successful acquisition
                                                                                                     of technology




                                                                                                                          21
Tools for Success: Technology Scouting
Project Planning: PLS-path analysis and in-depth case studies will be used to study
organization and success factors of technology scouting.

                         Model           Quantitative           Model
     Qualitative                                                                Writing of
                                       Interviews/Case         Valuation
     Interviews         Building                                               Dissertation
                                            Studies


In depth            Modeling a         Build on the        Based on the        The dissertation
interviews with     framework for      Hypothesis of       qualitative data,   will discuss
10 multinational    research on        the framework –     partial least-      technology
companies           success factors    50 qualitative      square path         scouting as of a
                    of technology      Interviews are      analysis is used    method of
                    scouting           conducted.          to validate the     technology
                                                           hypothesis          intelligence and
                                                                               technology
                                       In depth case
                                                           The case studies    management
                                       studies will be
                                       conducted for       are analyzed to
                                       six companies.      gain knowledge
                                                           of best practices




                                                                                              22
Tools for Success: Technology Scouting
Motivation and Research Question: Further research on Technology Scouting is needed to
identify success factors and to give recommendation on how to organize it.

                                   Increase in technology complexity
                                   Globalization of R&D
         Motivation
                                   Shorter product life cycles

                                   Increasing volatility of markets

                                  No sufficient research on ….
                                   …success factors and
        Research Gap
                                   …organization of technology scouting and

                                   ...interaction with other function of the organization

                                   What are the aims of Technology Scouting?
                                   What are important success factors of Technology
          Research                  Scouting?
          Questions
                                   How should Technology Scouting be interweaved
                                    within the company?
                                   What organizational forms of Technology Scouting
                                    have proven to be effective?


                                                                                         23
Tools for Success: Transforium™




        The Transforium™ database is
        proprietary and unique to
        Harrison Hayes. The
        Transforium™ contains over
        3,000,000 in-licensing, out-
        licensing, and transactional
        opportunities. Transforium™
        provides our clients with an
        additional resource of “off the
        grid” opportunities.




                                          24
Tools for Success: PIPV™

 Our Proprietary Intellectual Property Valuation (PIPV™) service utilizes a
 proven methodology specifically designed to:
         Identify promising compounds.
         Provide important market and competitive analysis.
         Assess patents and their legal defensibility.
         Estimate the likelihood that a specific compound will gain FDA
          approval.
         Perform valuations on individual compounds or entire pipelines.




                                                                              25
Tools for Success: PIPV™
       -Commercial Analysis


  Harrison Hayes provides independent, third party research designed to
  maximize the value of identified intellectual property. Harrison Hayes can
  identify the compounds and targets with the greatest potential for
  commercial success. Our team members combine expertise from both the
  scientific and commercial realms of the life sciences industry.




                                                                               26
Tools for Success: PIPV™
       -Financial Analysis

  Properly valuing assets is paramount to the Fund’s success. Harrison Hayes
  possesses the valuation experience and domain expertise necessary to accurately
  assess the value of your products or technologies.
        Identify market comparables

        Perform quantitative analysis

        Assist in development of pro forma financial statements

        Calculate "burn rate" and other financial projections

        Develop schedules and timelines for product development

        Estimate likelihood of milestone success




                                                                                    27
Tools for Success: PIPV™
       -Legal Analysis

  Harrison Hayes can evaluate the legal status of your identified intellectual property.
          Investigate all relevant patent initiatives
          Assess legal defensibility
          Determine overall strength and scope of intellectual property rights




                                                                                           28
Tools for Success: PIPV™
       -Feasibility Analysis

  Harrison Hayes will render an opinion on the feasibility of specific opportunities.
        Assess experience and track record of management team

        Evaluate development progress and timelines

        Perform competitive and substitute analysis

        Analyze potential exit strategies




                                                                                        29
BioArbitrage




                    What is BioArbitrage?


                   Who is Harrison Hayes?


               Harrison Hayes and BioArbitrage


                         The Tools


                     Contact Information




                                                 30
www.harrisonhayes.com


Phone: 704.906.3402
Email: wsmith@harrisonhayes.com




                                  31

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Introduction to BioArbitrage Tools

  • 2. Introduction to BioArbitrage What is BioArbitrage? Who is Harrison Hayes? Harrison Hayes and BioArbitrage The Tools Contact Information 2
  • 3. What is Arbitrage? Arbitrage involves earning a risk-free profit without the outlay of capital. Arbitrage takes minimal investment for the guarantee of high return 3
  • 4. BioArbitrage Defined  In BioArbitrage, an asset is identified where the owners undervalue the asset against the market value.  A BioArbitrage fund purchases the asset and then sells it on the open market for an immediate return. 4
  • 5. How it Works Economics of BioArbitrage Sell Asset Here Market Value Buy Line Buy Asset Here 5
  • 6. Introduction to BioArbitrage What is BioArbitrage? Who is Harrison Hayes? Harrison Hayes and BioArbitrage The Tools Contact Information 6
  • 7. Harrison Hayes – Who Are We? Harrison Hayes is a strategic consulting firm to the life, chemical, and material science industries. Specific areas of expertise reside in our unique and proprietary research methodologies that support strategic and tactical decision making processes for our clients. 7
  • 8. Harrison Hayes: Timeline 1998: 2001: 1991: Bill Smith re- Innovation practice Addison Whitney acquires Addison spun-off from founded by Bill Whitney Addison Whitney Smith 1995: 2001: 2007: Addison Whitney Innovation comes to Addison Whitney sold to Interpublic light sold to Inventive Group Health; Harrison Hayes is born 8
  • 9. Harrison Hayes: Bill Smith Bill Smith Bio Founder and Managing Director of Harrison Hayes, LLC, a strategic consulting firm with an emphasis on the creation of disruptive innovation products and platforms. Prior to Harrison Hayes, Bill was the Founder and CEO of Addison Whitney, which today, is the third largest branding consultancy in the world. Bill sold Addison Whitney in 1995 to Interpublic Group (NYSE:IPG) and led their Healthcare Acquisition Team for three years which was responsible for over $3 Billion in transactions. He re-acquired Addison Whitney in 1998. Bill acted in a dual role with Addison Whitney (Chairman) and Harrison Hayes until 2007. Education B.A., Berklee College M.A., Colorado State University 9
  • 10. Introduction to BioArbitrage What is BioArbitrage? Who is Harrison Hayes? Harrison Hayes and BioArbitrage The Tools Contact Information 10
  • 11. Harrison Hayes and BioArbitrage -Initiation  A General Partner will shape the investment charter with specific criteria and areas of investment interest.  The General Partner has the Right of First Refusal to acquire the Funds portfolio of assets.  In the event of non-acquisition, the General Partner maintains the opportunity of financial gain from the asset’s exit strategy. 11
  • 12. Harrison Hayes and BioArbitrage -The Option  There is typically a designated Managing Director of the Fund.  The Managing Director and Owner of the identified asset will agree on appropriate acquisition value.  The Managing Director will perform its PIPV proprietary analysis to determine that the acquisition price is less than market value.  The Fund will exercise the option to purchase the asset within a time period of 12 to 18 months. 12
  • 13. Harrison Hayes and BioArbitrage -The Auction  The Managing Director will market the asset in a controlled auction.  Managing Director and asset’s Owner will determine the appropriate strike price.  The asset will be auctioned to buyers who are willing to pay more than the agreed strike price.  The fund pays the owner the agreed Strike Price and retains the differential. 13
  • 14. Harrison Hayes and BioArbitrage -Terms  A General Partner will invest an previously agreed upon amount.  Managing Director to receive a 2.5% Annual Management Fee.  Managing Director to receive 20% of the “carry”.  Fund will be for a term of seven (7) years. 14
  • 15. Harrison Hayes and BioArbitrage -Why Invest?  The Fund is a key piece in building an innovation pipeline.  The Fund has the ability to deliver novel technologies and intellectual property unlike traditional methods.  This Fund will provide exposure to global investments “off the grid”.  Creates selective investments at reasonable valuations. 15
  • 16. Introduction to BioArbitrage What is BioArbitrage? Who is Harrison Hayes? Harrison Hayes and BioArbitrage The Tools Contact Information 16
  • 17. Tools for Success: Technology Scouting Technology Sourcing includes the identification of technology developments and the facilitation of the sourcing of technology. Provisioning of Technology Intelligence to facilitate the Identification, assessment and Technology Management usage of information on technological developments Acquisition, development, storage, usage and selling of technological knowledge Technology Technology Intelligence Management Scouts identify and assess new technologies Scouts facilitate the sourcing of Technology technology Scouting Building and using a network of experts for competitive advantage 17
  • 18. Tools for Success: Technology Scouting Technology Scouting Process consists of five Technology Intelligence steps plus the step of Technology Sourcing. Selection of Usage of Filtering, Definition information Evaluation information Collection analyzing, of search sources and and and of data interpreting areas methods to decision sourcing of of data employ making technology 18
  • 19. Tools for Success: Technology Scouting Technology Sourcing supports the external sourcing of technology and the product specification and development. Innovation Management Product Prototype Fuzzy-front-end specification and validation and Market Launch of Innovation development testing 19
  • 20. Tools for Success: Technology Scouting Technology Sourcing supports the external sourcing of technology and the product specification and development. Technology Management Storage, Internal External Technology generation and usage of Technology selling or Sourcing technological licensing knowledge 20
  • 21. Tools for Success: Technology Scouting Framework for Empirical Research: PLS –path analysis will be used to analyze the success factors of technology scouting and how to organize it best. Management Factors Scouting Success Factors Areas Defined Process Functional interweavement Formalized connection to R&D Organizational Input for R&D projects Formulized connection to Characteristics Triggering of new R&D Marketing projects Methodological interweavement Stimulation of Triggering of new business field Innovation Boundary spanner capabilities Network Size Characteristics Help in assessment of Technological competence of the scouts technology Internal Network Facilitation of Contact to relevant sources Technology Incentive System Scouting Sourcing needs identified IT-Support Tools Management of Support in acquisition Balanced scout portfolio Scouting Network of technology Role Differentiation Successful acquisition of technology 21
  • 22. Tools for Success: Technology Scouting Project Planning: PLS-path analysis and in-depth case studies will be used to study organization and success factors of technology scouting. Model Quantitative Model Qualitative Writing of Interviews/Case Valuation Interviews Building Dissertation Studies In depth Modeling a Build on the Based on the The dissertation interviews with framework for Hypothesis of qualitative data, will discuss 10 multinational research on the framework – partial least- technology companies success factors 50 qualitative square path scouting as of a of technology Interviews are analysis is used method of scouting conducted. to validate the technology hypothesis intelligence and technology In depth case The case studies management studies will be conducted for are analyzed to six companies. gain knowledge of best practices 22
  • 23. Tools for Success: Technology Scouting Motivation and Research Question: Further research on Technology Scouting is needed to identify success factors and to give recommendation on how to organize it.  Increase in technology complexity  Globalization of R&D Motivation  Shorter product life cycles  Increasing volatility of markets No sufficient research on ….  …success factors and Research Gap  …organization of technology scouting and  ...interaction with other function of the organization  What are the aims of Technology Scouting?  What are important success factors of Technology Research Scouting? Questions  How should Technology Scouting be interweaved within the company?  What organizational forms of Technology Scouting have proven to be effective? 23
  • 24. Tools for Success: Transforium™ The Transforium™ database is proprietary and unique to Harrison Hayes. The Transforium™ contains over 3,000,000 in-licensing, out- licensing, and transactional opportunities. Transforium™ provides our clients with an additional resource of “off the grid” opportunities. 24
  • 25. Tools for Success: PIPV™ Our Proprietary Intellectual Property Valuation (PIPV™) service utilizes a proven methodology specifically designed to:  Identify promising compounds.  Provide important market and competitive analysis.  Assess patents and their legal defensibility.  Estimate the likelihood that a specific compound will gain FDA approval.  Perform valuations on individual compounds or entire pipelines. 25
  • 26. Tools for Success: PIPV™ -Commercial Analysis Harrison Hayes provides independent, third party research designed to maximize the value of identified intellectual property. Harrison Hayes can identify the compounds and targets with the greatest potential for commercial success. Our team members combine expertise from both the scientific and commercial realms of the life sciences industry. 26
  • 27. Tools for Success: PIPV™ -Financial Analysis Properly valuing assets is paramount to the Fund’s success. Harrison Hayes possesses the valuation experience and domain expertise necessary to accurately assess the value of your products or technologies.  Identify market comparables  Perform quantitative analysis  Assist in development of pro forma financial statements  Calculate "burn rate" and other financial projections  Develop schedules and timelines for product development  Estimate likelihood of milestone success 27
  • 28. Tools for Success: PIPV™ -Legal Analysis Harrison Hayes can evaluate the legal status of your identified intellectual property.  Investigate all relevant patent initiatives  Assess legal defensibility  Determine overall strength and scope of intellectual property rights 28
  • 29. Tools for Success: PIPV™ -Feasibility Analysis Harrison Hayes will render an opinion on the feasibility of specific opportunities.  Assess experience and track record of management team  Evaluate development progress and timelines  Perform competitive and substitute analysis  Analyze potential exit strategies 29
  • 30. BioArbitrage What is BioArbitrage? Who is Harrison Hayes? Harrison Hayes and BioArbitrage The Tools Contact Information 30