SynPlan December 4 2009 Lilien Cheminformatics, revolutionizing pharmaceutical development Includes: 3-page Executive Summary (not including diagrams), Final Business Model Canvas, Appendices including Competition Analysis, Market Analysis, Business Case, Marketing Strategy, Sales and Marketing Plan, Development Plan, Staffing Plan, Operations Model, Financial Model, Financing Plan, Customer Interviews, Expert Interviews Dejana Bajic, Brian Keng, Amanda Manarin, Maria Safi & Peter Park LILIEN CHEMINFORMATICS Table of Contents E XECUTIVE S UMMARY DESCRIPTION ......................................................................................................................................................... 4 VALUE PROPOSITION ............................................................................................................................................. 4 CUSTOMER SEGMENTS .......................................................................................................................................... 5 Table 1.1: Brief summary of R&D spending in 2008 2 ...........................................................................................5 MAJOR COMPETITORS ........................................................................................................................................... 5 ARCHEM BY SIMBIOSYS...................................................................................................................................................5 THERESA BY MOLECULAR-NETWORKS ................................................................................................................................6 BARRIERS TO ENTRY .............................................................................................................................................. 6 FINANCIAL ESTIMATIONS....................................................................................................................................... 6 COSTS & REVENUE STRUCTURE IN NEXT 5 YEARS .................................................................................................. 6 BUSINESS MODEL CANVAS .................................................................................................................................... 7 COMPETITION ANALYSIS........................................................................................................................................ 8 1 DIRECT COMPETITORS ..................................................................................................................................................8 1.1 ARChem ...........................................................................................................................................................8 1.2 Theresa ............................................................................................................................................................8 2 INDIRECT COMPETITORS................................................................................................................................................9 2.1 LHASA ..............................................................................................................................................................9 2.2 Synchem Inc. .................................................................................................................................................10 3 OUT-OF-CATEGORY COMPETITORS ................................................................................................................................10 3.1 SciFinder ........................................................................................................................................................10 3.2 Beilstein Crossfire/Reaxsys ............................................................................................................................11 4 DISCUSSION / STATUS QUO .........................................................................................................................................11 MARKET ANALYSIS ............................................................................................................................................... 12 Top 15 US Pharmaceutical Company Expenses Compared: ................................................................................13 Brief summary of R&D spending in 2008 : ..........................................................................................................13 Addressable Market: ...........................................................................................................................................14 BUSINESS CASE .................................................................................................................................................... 14 Scenario 1: Successful drug development (delivered to market) ........................................................................14 Scenario 2: Unsuccessful drug development (fails during clinical trials) .............................................................15 Scenario 3: Reverse Engineer Competitor Drug ..................................................................................................15 TYPICAL TOTAL SAVINGS PER YEAR: .................................................................................................................................15 PRICING JUSTIFICATION .................................................................................................................................................16 MARKETING STRATEGY & PLAN ........................................................................................................................... 16 2 LILIEN CHEMINFORMATICS SALES PLAN .......................................................................................................................................................... 19 DEVELOPMENT PLAN ........................................................................................................................................... 19 Detailed Milestone Descriptions .........................................................................................................................20 Detailed Release Descriptions and Goals ............................................................................................................21 STAFFING PLAN * SEE SPREADSHEET FOR DETAILS ........................................................................................... 22 OPERATIONS MODEL ........................................................................................................................................... 22 OPERATIONS PLAN OUTLINE...........................................................................................................................................24 FINANCIAL MODEL * SEE SPREADSHEET FOR DETAILS ....................................................................................... 25 5 YEAR PRO FORMA INCOME STATEMENT.........................................................................................................................25 5 YEAR PRO FORMA CASH FLOW ....................................................................................................................................26 FINANCING PLAN ................................................................................................................................................. 27 Round 1 – Jan Year 1 (Seed Funding) ..................................................................................................................27 Round 2 - Jan Year 2 (VC Part I) ..........................................................................................................................27 Round 3- Jun Year 2 (VC Part II) ..........................................................................................................................27 Exit Scenario 1 – Dec Year 5 (Acquisition by private equity) ...............................................................................27 Exit Scenario 2 – Dec Year 5 (IPO) .......................................................................................................................27 CUSTOMER INTERVIEWS ...................................................................................................................................... 28 DAVID DUBINS.............................................................................................................................................................28 GRACE NG (MEDICINAL CHEMIST)...................................................................................................................................29 ANDREW COOPER ........................................................................................................................................................30 NOTES .......................................................................................................................................................................30 EXPERT INTERVIEWS ............................................................................................................................................ 31 MALCOLM BERSOHN ....................................................................................................................................................31 ABRAHAM HEIFETS .......................................................................................................................................................31 IP STRATEGY ........................................................................................................................................................ 32 TRADE SECRETS............................................................................................................................................................32 COPYRIGHTS................................................................................................................................................................33 TRADEMARKS ..............................................................................................................................................................33 3 LILIEN CHEMINFORMATICS Executive Summary Description SynPlan is a computer-aided organic synthesis tool that automates the complex and time-consuming process of finding a series of chemical reactions to manufacture an organic compound at an industrial scale. It leverages recent advances in artificial intelligence and computing power to speed up this key step in the drug development cycle, positioning itself as an essential tool in the process chemist’s tool box. Today, generating these reactions involves using pen and paper to draw a series of complex organic reactions aided only by his/her intuition of what is likely to be a valid step. With over 100 million chemical substances and sequences1, it is clear that traditional methods are inadequate to cope with the growing needs of modern pharmaceutical development. SynPlan will augment the chemist’s intimate knowledge of the field by providing a list of possible solutions to the problem and allowing the final judgement to be decided by a human expert, automating away the tedious task of finding valid solutions to the problem. SynPlan will be distributed to customers on site by an expert application engineer that will initially train and showcase the benefits of using our product to the customer’s chemists. Support by these expert engineers will be given to each customer to ensure that they are using the tool to maximize their cost savings, productivity and drug development. Value proposition Once a pharmaceutical company acquires a patent on a new drug, cheaper generic versions of the drug cannot be sold until the patent expires. Therefore each pharmaceutical company wishes to decrease the drug development time to extend the period in which they can sell the drug exclusively on the market. One of the most time-consuming processes in drug development cycle is finding a valid series of chemical reactions to generate the desired compound for industrial scale production. This process can take up to three years which translates directly to time that can be used to sell the drug. SynPlan will automate this task reducing this three year task to three months. This savings in production time translates directly into decreased labour costs and increased revenue from a larger period of time to sell the drug exclusively on the market. 1 Chemical Abstracts Service, http://www.cas.org/newsevents/connections/heterocycle.html 4 LILIEN CHEMINFORMATICS An added bonus comes when a competitor product is needed to generate an alternative, marketable drug. In such a situation, in house scale up can be performed for a competitor compound using a completely novel synthesis so the newer analog is patentable. Customer Segments Lilien Cheminformatics plans to target the pharmaceutical industry because it has the greatest need for automating this synthesis process. The customer segments will be broken down into two segments based on the size of the companies: a) Large pharmaceutical companies (estimated 500+ licenses/year) b) Small to mid-sized pharmaceutical companies (up to 500 licenses/year) Lilien Cheminformatics will concentrate primarily on two markets USA and Europe because these two regions represent the largest portion of global pharmaceutical sales (40.3% US, 32% Europe) 2. Lilien Cheminformatics will initially focus product development towards the targeting the large pharmaceutical customer segment due to their purchasing power noted in Table 1.1. Table 1.1: Brief summary of R&D spending in 2008 2 US$ spent (millions) 100-500 500-1000 1000+ # Pharmaceutical companies in range 17 8 14 Major Competitors Theresa and ARChem are two products which fall under the direct competitors’ category for SynPlan. The comparison of SynPlan with ARchem and Theresa is provided below. ARChem by Simbiosys ARChem is a computer-aided organic synthesis tool from Simbiosys. While it provides similar functionality to SynPlan, it is limited technical capabilities make it impractical for wide-spread industrial use. While the average number of reactions to generate a drug is 8.13, ARChem is limited to an average length of 3 rendering it unnecessary in most applications. In addition, it does not provide full support for stereo-chemistry, a key consideration in creating any organic compound. SynPlan will not have these technical limitations and will provide 8 steps during our beta and scale up to 12 for the first release. 2 3 Pharmaceutical Executive, May2009, Vol. 29 Issue 5, p68-79, 8p; (AN 40126374) Carey et. al, “Analysis of the reactions used for the preparation of drug candidate molecules”, The Royal Society of Chemistry, 2006. 5 LILIEN CHEMINFORMATICS Theresa by Molecular-Networks Theresa is another computer-aided organic synthesis tool from Molecular-Networks. Theresa does not provide completely automation of this process; instead, it provides the process chemist with an interactive search still leaving the bulk of the work to be done by the chemist. Furthermore, Theresa uses a set of theoretical reaction rules which may not work in practice as opposed to reaction rules with a historical precedent used by SynPlan. Barriers to Entry The primary barriers to entry relate to our superior domain knowledge and technical expertise. Our domain knowledge and partnerships places a significant barrier to entry because knowledge of retrosynthetic chemistry combined with algorithms is only known to very specialized researchers and practitioners in the field. Partnerships with University of Toronto’s Computational Biology lab as well as other experts in the field, put us ahead of new entrants into the market. Beyond our domain knowledge, Lilien Cheminformatics also possesses proprietary search and planning algorithms developed at our lab which surpass existing competitors’ technology in the field while simultaneously providing a large barrier to any new entrant into the market space. With Lilien Cheminformatics’ combined expertise in chemistry, medicine and computer science, it sits at a distinct advantage over new entrants into the market as well as existing competitors. Financial Estimations First set of customers are the initial 200 beta testers. ($40k license + $10k support = $10m revenue) Increase in fame through advertisement and word of mouth brings in more customers by year 4. Small and large pharmaceuticals will require our product in order to keep their edge in R&D by year 5, creating large and fast sales Number of support crew rise with increase in rise of customers All employment salaries are based on 60k/year model Costs & Revenue Structure in Next 5 Years Year 1 All figures are in thousands Revenues Licenses Support Handling Setup Charge Training & Support Total Support $ $ $ $ $ Year 2 - $ $ $ $ $ Year 3 - $ $ $ $ $ 14,160 177 3,540 3,717 Year 4 $ $ $ $ $ 77,520 792 19,380 20,172 Year 5 $ 414,640 $ $ 4,214 $ 103,660 $ 107,874 6 LILIEN CHEMINFORMATICS Total Revenue $ - $ - $ 17,877 $ 97,692 Expenses General & Admin Product Dev. Sales & Marketing Support Total Operating Costs $ $ $ $ $ 331 398 230 109 1,068 $ $ $ $ $ 347 463 555 278 1,644 $ $ $ $ $ 593 612 885 986 3,077 $ $ $ $ $ 592 632 1,005 2,638 4,868 Net Earnings Before Taxes Taxes (Assume 20%) Net Earnings $ $ $ (1,068) (1,068) $ $ $ (1,644) (1,644) $ $ $ 14,800 3,101 11,699 $ $ $ 92,824 18,565 74,259 $ 522,514 $ $ $ $ $ 592 1,165 1,005 5,234 7,997 $ 514,517 $ 102,903 $ 411,614 Business Model Canvas Leave me blank. 7 LILIEN CHEMINFORMATICS Appendicies Competition Analysis The competition analysis for SynPlan is presented below. ARChem and Theresa are the only direct competing products, whereas the most threatening competitors have been described in the indirect and out-of-category sections. Company specific data, where available, has been included with each competitor. Unless specifically mentioned, the company has no international offices. 1 Direct Competitors 1.1 ARChem Company: Simbiosys Structure: Private Company website: www.simbiosys.ca Company Size: 10 people CEO: Aniko Simon Partners: Sun Microsystems, IBM, Accelrys, Elsevier, Alfa Aesar, Lilien Lab at University of Toronto. The partnerships with Sun, IBM and Accelrys are for grid computing and software porting. Elsevier and Alfa Aesar provide databases (see Indirect Competitors) to be used by ARChem. The information about company size as well as the CEO and company structure comes from personal knowledge and interaction of the author with Simbiosys representatives. Competing Product - ARChem: ARChem is a tool aimed at helping chemists design viable synthetic routes for the target molecules. The tool provides automated extraction of reaction rules from reaction databases and performs exhaustive search for synthetic routes. ARChem does not handle stereo-chemistry and chirality. Threat Level: Medium. ARChem is a Retrosynthetic chemical planner, and is one of the first of its kind. However, the major drawback of this product is its inability to search for synthetic routes longer than 3 steps. However, typical synthetic plans are much longer than 3 steps. Therefore, the plans ARChem is able to generate, are extremely limited in their advantage to the chemist. We note that, ARChem can search for longer synthetic plans as well. However, since it uses a brute-force exhaustive search, plans longer than 3 steps are infeasible in their run time due to the combinatorial explosion of the search space. (For instance, using exhaustive search, a plan involving 5 steps, with a reaction database size of 5000 reactions, can possibly take up to 15 years of runtime.) 1.2 Theresa Company: Molecular Networks Type: Private 8 LILIEN CHEMINFORMATICS Number of Customers: 100 4 CEO: Prof. Johann Gasteiger Headquarters: Leeds, UK. Website: http://www.molecular-networks.com/ Partners: Accelrys, biomax, BioSolveIT GmbH, Chemical Computing Group, Inc., Inte:Ligand, Optibrium Limited, Symyx Technologies. We note that none of the partnerships are in the chemical synthesis domain. Product Description: Theresa is a web-based tool for stepwise retrosynthetic analysis of a target compound. Theresa uses reaction and publication databases to search for synthetic plans/routes. Based on reaction similarity with a previously known synthesis, Theresa can also suggest novel steps for a synthesis. However, Theresa does not generate complete, novel synthetic routes for previously unknown targets. Furthermore, it does not handle stereo-chemistry and chirality. Threat Level: Medium. Theresa is a retrosynthetic planner that allows for search of reaction databases and publications. Its major limitations lie in its inability to generate novel synthetic plans from scratch and its reliance on theoretical chemical rules vs. historically precedented chemical reactions. In addition, it cannot deal with stereochemistry and chirality. 2 Indirect Competitors 2.1 LHASA Company: Harvard University Type: Private CEO: Dr. E. J. Corey Headquarters: Boston, MA. Website: http://lhasa.harvard.edu/ Key Partners: Academia. Product Description: LHASA is an acronym for Logic and Heuristics Applied to Synthetic Analysis. The program comes out of E. J. Corey's Lab at Harvard University. LHASA helps the chemist to interactively derive synthetic routes from the target molecule to available starting materials. However, LHASA requires the user to manually create a set of reaction/chemistry rules instead of extracting these rules from chemical reaction databases. It is worth noting that LHASA does NOT automatically generate complete synthetic routes, instead it requires the chemist to select a reaction at each step manually. In this way, LHASA unfolds the search tree, one step at a time, depending on the user input. Threat Level: Low. LHASA, in essence, is a work flow tool or visual aid. It does not provide automated plan generation. As the search tree is unfolded one step at a time, plans generated by LHASA are limited by the interacting chemist's knowledge. As the search is guided by the chemist selecting a reaction at each step, LHASA cannot generate completely novel and previously unknown routes/plans. Furthermore, LHASA does not provide access to the vast knowledge databases which are crucial to 4 http://www.molecular-networks.com/companyprofile 9 LILIEN CHEMINFORMATICS generate novel and complex synthetic plans, instead requiring the chemist to generate chemical rules manually. 2.2 Synchem Inc. Company: Synchem Inc. Type: Private Headquarters: Elk Grove Village, Illinois. Key Customers: Astra Zeneca, Ambit Biosciences, TorreyPine Therapeutics, TetraPhase Pharmaceuticals, GSK Research. 5 Website: http://www.synchem.com Product Description: Synchem Inc. specializes in contract research and organic synthesis. It provides services to various companies including pharmaceuticals which can outsource the scale up process to Synchem. Currently, its catalog contains about 1000 products/molecules that can be manufactured for its customers. Threat Level: Low. Synchem is a chemical manufacturing company. It does not provide automated tools to help pharmaceutical medicinal chemists in organic synthesis. Instead it uses its in house chemists to perform scale up. 3 Out-of-category competitors 3.1 SciFinder Company: American Chemical Society Type: Private / Non-profit. 6 Number of Customers: 154,000 7 CEO: Madeleine Jacobs 7 Headquarters: Washington, DC. Website: http://www.acs.org Customer segments: Researches in academia, researchers in industry, authors, corporate and government research labs. Product Overview: SciFinder is a research discovery tool. It provides access to a number of publications in scientific fields including organic chemistry. It allows the medicinal chemists to search for previously published syntheses. However, it neither allows planning of a new synthetic route for previously designed molecules, nor does it create synthetic plans for novel compounds. Threat level: Low. SciFinder is a chemical database. It provides text mining access to a large number of previously published chemical syntheses. The company itself aims to publish chemical papers, hold conferences in recent chemical advancements as well as maintains curated databases of chemical knowledge such as SciFinder vs. producing industrial search and planning software. 5 6 http://www.synchem.com/ American Chemical Society. (1 October). Hoover's Company Records,57675. Retrieved October 4, 2009, from Hoover's Company Records. (Document ID: 168282271). 10 LILIEN CHEMINFORMATICS 3.2 Beilstein Crossfire/Reaxsys Company: Elsevier Type: Public. 7 Number of Customers: 7000 8 CEO: Ian R. Smith, Mark H. Armour 8 Headquarters: New York, Amsterdam. 8 9 Website: http://www.info.crossfiredatabases.com, www.elsevier.com Key Partners: Bayer AG, Fujitsu, Boehringer Ingelheim, Informationszentrum, Chemie Biologie, University of Bath, Mercachem, Novasep, Vienna University of Technology, Pharmazie ETH Zuerich. 10 Customer segments: Researches in academia, researchers in industry, authors, corporate and government research labs. Product overview: Reaxys is a chemical work flow system. It provides searchable access to reaction and substance databases to aid synthesis planning. It also provides access to chemistry publications since 1771 and patent publications from 1869-1980. However, it neither allows planning of a new synthetic route for previously designed molecules, nor does it create synthetic routes for novel compounds. Threat level: Low. Reaxsys is a chemical workflow system. It provides text mining access to a large number of previously published chemical syntheses. The company itself is a publishing company, with products ranging from scientific journals to scientific databases. 4 Discussion / Status Quo The last decade has seen a shift towards computer assisted organic synthesis. The vast deployment of chemical databases such as Beilstein and SciFinder is a testament to this paradigm shift. However, the number of retrosynthetic planning tools which can provide efficient and complete synthetic plans for novel compounds remains small. The first approaches towards full automation including ARChem and Theresa, have already seen willing customers even though their effectiveness remains questionable11. From our initial customer interviews, involving representatives from companies like Pfizer as well as from academia, we gather that the community is very open to a tool which can aid them in generating previously unseen and complex synthetic routes. We also believe that we also have a second-mover advantage in this market. Our targeted customers have already been educated about the potential usefulness of a retrosynthetic planner by our competitors. Consequently, they are also much more cognizant of the extensive limitations of the existing solutions. Hence, we are confident that right now is a ripe time to offer this community a complete and efficient retrosynthetic planning solution. 7 Elsevier B.V. (1 October). Hoover's Company Records,161041. Retrieved October 4, 2009, from Hoover's Company Records. (Document ID: 1712299121). 8 Elsevier B.V. (1 October). Hoover's Company Records,161041. Retrieved October 4, 2009, from Hoover's Company Records. (Document ID: 1712299121). 9 http://www.info.cross_redatabases.com/contact.html 10 http://info.reaxys.com/development partners 11 http://www.simbiosys.ca/blog/2009/02/13/new-paper-on-archem-route-designer 11 LILIEN CHEMINFORMATICS Efficiency ARChem SynPlan Theresa LHASA SynChem Completeness Figure 1: Magic quadrant competitor analysis. Efficiency comprises of: the speed of execution or runtime of the program, and the amount of user intervention required. Completeness is defined by reaction library size, length of suggested plans, as well as size of the search space considered. Note that to achieve higher completeness; a search algorithm must only discard areas of search space which do not fit user defined criteria. The out of category competitors are not included, since they do not generate plans and hence the Completeness dimension is invalid for them. Also, SynChem represents all chemical manufacturing companies, which employ chemists to scale up a target compound. Market Analysis The multi-billion dollar pharmaceutical industry is facing a financial crisis in the near future12 for the following reasons: - The industry will become a target for major cost-cutting as the size of the health sector changes in proportion to the overall economy. - The capacity of the industry to exert pricing power against a consolidating payer base is shrinking fast. With growing mergers and acquisitions trends, during the past decade the pharmaceutical companies have been using job reductions as one of the cost-saving strategies. With average sales of 601K1 per 12 Looney, William; industry Audit; Pharmaceutical Executive; Sep2009, Vol. 29 Issue 9, p54-72, 11p 12 LILIEN CHEMINFORMATICS employee among the top 27 companies, it does not seem clear how this strategy will yield increased productivity per worker employed. The record from past mergers suggests that payoff will take years to accomplish. Also, considering the expense breakdown as shown below, it is easy to see where most of the money is being spent. Top 15 US Pharmaceutical Company Expenses Compared13: % of expenses Cost of Goods 29 Marketing and Administrative 30 R&D 15 Other 26 SynPlan will quickly evolve from being a commodity to simply a necessity with the following motivation: Saving money – Pharmaceutical companies will save anywhere from thousands to tens of millions of dollars by extending the duration of sales under the patent. Refer to Business Case analysis section for exact figures. More capabilities –Empowered by fast and reliable algorithms, SynPlan is capable of providing solutions to synthesis problems that are currently not solvable by humans. Our customers will have the ability to explore new horizons when it comes to medical research. Pharmaceutical companies gain access to SynPlan by purchasing an annual software license. Depending on the number of licenses purchased, SynPlan’s customer base is broken down into two segments: α) Alpha group, major pharmaceutical companies – 500+ licenses/year γ) Gamma group, small to mid-sized pharmaceutical companies – up to 500 licenses/year Brief summary of R&D spending in 2008 14: US$ spent (millions) # Pharmaceutical companies in range 100-500 17 500-1000 8 1000+ 14 This summarizes the size of the Alpha customer segment as well. Lilien Cheminformatics’ goal is to gear the product development towards the Alpha group as they are the biggest possible source of revenue. Lilien Cheminformatics’ primary focus will be breaking though Canadian Pharmaceutical R&D market. Canada is at the forefront of discovery when it comes to the pharmaceutical sector. Human health related research in Canada generates 70% of all revenues, and close to 90% of all R&D15. Canada ranks fourth internationally when it comes to health research patents. Over $1.3 billion was spent on biopharma-related research in Canada in 20072. Canada also has the second highest number of 13 http://www.cptech.org/ip/health/econ/allocation.html Pharmaceutical Executive, May2009, Vol. 29 Issue 5, p68-79, 8p; (AN 40126374) 15 http://investincanada.gc.ca/eng/industry-sectors/life_sciences/bio-pharma.aspx 14 13 LILIEN CHEMINFORMATICS biotechnology companies in the world16. Hence Lilien Cheminformatics has an enormous advantage of being located within the pharmaceutical cluster in Toronto. Addressable Market: US companies spend $39 billion in 2003 on R&D17 Assuming that the largest portion of R&D is made up of drug development costs, Lilien Cheminformatics can reduce costs at all stages of pre-clinical direct cost. Direct preclinical costs: 121 million / 802 million = 15%18 Addressable market of big pharma R&D budget: = $39 billion on R&D * 15% on direct costs = $5.9 billion Business Case Cost: SynPlan license IT support SynPlan support costs Total: User $40,000 $500 $10,000 $51,000 Notes Volume (500+) per seat yearly license. Support for machines servers and licensing setup. Application engineer assistance training/support. Assumptions: Fully loaded, $250,000/year organic chemist based on salary and benefits, research support costs, and general company overhead.19 Assume 8 medicinal/process chemists working a drug scale up/initial development. 20 Estimate of average time saved by SynPlan 6 months vs. manual effort based on customer interviews: o 1 months savings during initial development o 5 months savings during scale up Scenario 1: Successful drug development (delivered to market) Time savings for 8 organic chemists, average of 6 months savings: $1,000,000 16 http://investincanada.gc.ca/download/833.pdf http://www.cbo.gov/doc.cfm?index=7615 18 http://www.cbo.gov/doc.cfm?index=7615 19 http://www.jaici.or.jp/sci/SCIFINDER/roi_1.pdf 20 http://www.jaici.or.jp/sci/SCIFINDER/roi_1.pdf 17 14 LILIEN CHEMINFORMATICS 6 months more time selling drug under patent protection assuming drug does 1/100th as well as Lipitor21, saves $64.5 million dollars Savings: Eight licenses over 6 months: $0.2 million Savings: $64.5 million + $1 million – $0.2 million = $65.3 million Scenario 2: Unsuccessful drug development (fails during clinical trials) Time savings for 8 organic chemists, average of 2 months savings: $333,333 Assume 18 potential drugs in initial stage development ready for clinical22 Savings: Eight licenses over 2 months: $68,000 Savings: $333,333 * 18 – $68,000 = $5.9 million Scenario 3: Reverse Engineer Competitor Drug Promising drug patent that was filed by competitor. Slight modifications might result in an enhanced version of the drug. Use SynPlan to reverse engineer and modify a competitor’s drug so that you can beat them to clinical trials and FDA approval. Time savings for 8 organic chemists, average of 6 months savings: $1,000,000 Develop and get FDA approval a drug under patent protection assuming drug does 1/100th as well as Lipitor2321 Savings: Eight licenses over 6 months: $0.2 million Savings: $64.5 million + $1 million – $0.2 million = $65.3 million Typical Total Savings per Year:24 Out of $802 million cost to develop drug: preclinical (4.3 years), clinical / FDA (7.5 years) Direct costs o Pre-clinical: $121 million o Clinical: $282 million 21 $12.9 billion annual sales, 2008 annual report http://media.pfizer.com/files/annualreport/2008/annual/review2008.pdf 22 based on average number of drugs in phase 3 pipeline http://media.pfizer.com/files/annualreport/2008/annual/review2008.pdf 23 $12.9 billion annual sales, 2008 annual report http://media.pfizer.com/files/annualreport/2008/annual/review2008.pdf 24 http://www.cbo.gov/doc.cfm?index=7615 15 LILIEN CHEMINFORMATICS Indirect costs: o Pre-clinical: $214 million o Clinical: $185 million Cost of developing a drug per year = $802 million / 12 years = $66 million / drug / year Median R&D spending out of top 20 Pharmaceutical Companies: $2.255 billion Number of drugs in pipeline for median pharmaceutical company per year: = R&D spending / cost drug development per year = $2.25 billion (Pfizer annual report) / $66 million = 34 drugs in pipeline Assume drugs in pipeline are spread evenly across 4 phases of development per year: = 34 drugs in pipline / 4 = 8 drugs in pipeline Assume scale-up of drugs required primarily for Phase I clinical. Total Savings = Number of drugs in need of scale up for Phase I per year * total savings per drug = 8/year * $12.4 million = $99.2 million / year Pricing Justification Cost of developing a new drug: $802 million25 Drug takes on average 12 years to develop26 Cost of 8 licenses/year: $0.4 million Cost of drug/year: $802 million / 12 years = $66.8 million Percentage of drug development cost: $0.4 million / $66.8 million = 0.6% Marketing Strategy & Plan Lilien Cheminformatics will use a variety of means to reach our customers. A number of these strategies will be integrated with the development phase of SynPlan. Taking the technology adoption curve into account, we first need to target the early adopters. These early adopters will be university research groups and small pharmaceutical companies. During development we plan to work with these customers to develop and refine our product as well as promote our product. They will have access to a beta release of our software. Often, when one research lab has a useful beta release of software, researchers within that lab will spread the word to researchers (in other labs). As a result, we know that if other labs start contacting us to obtain a beta version of SynPlan, this marketing strategy is surely 25 26 http://csdd.tufts.edu/About/History.asp www.cbo.gov/doc.cfm?index=7615 16 LILIEN CHEMINFORMATICS successful. We can also use the feedback from users during this period to gauge our success and improve our product. This marketing strategy carries little financial cost. Once our software is stable enough to be released to large pharmaceutical companies we will first release SynPlan to a large pharmaceutical company such as Pfizer. They will have a trial version of our software to integrate into their synthesis process. We will ensure that Pfizer is content with our product and provide improvements and customizations to suit their needs. Members of our team will be sent to the facilities (where our software is in use), to train users and to aid and facilitate adoption. Thus, our relationship with Pfizer will serve as a “poster child”, they will become our spokesperson who will help spread the word about SynPlan across the industry. Our relationship with Pfizer will aid in making the jump across the chasm, from early adopters to the early majority/mainstream market and will eliminate the skepticism around our product by proving that it really works and is greatly beneficial. The customers in the mainstream market are pragmatists and conservatives, both of which only make purchasing decisions once they see someone else making that purchase27. Once a pragmatist sees that SynPlan is being successfully used by another big pharma such as Pfizer, they will follow suit and make the purchase. The conservative customers watch the pragmatists, once we have a substantial number of large pharmas happy with our product they too will start making purchases and adopt SynPlan. Since SynPlan is developed in partnership with the Computational Biology lab at the University of Toronto, we have a strong network in which we can promote our product. SynPlan will be offered to Universities and their researchers free of charge, which will also aid in spreading the word between researchers about our product. We will also hold talks within the university (and possibly other universities). Since many biotech and pharmaceutical companies have head offices in the Toronto area we hope that researchers and representatives from these companies will attend these talks. Such talks will be held during development to speak about the advancements in our technology. During the development phase we will also publish papers about SynPlan in a number of pharmaceutical and cheminformatics journals. These papers will also highlight advances in the development of our technology. Publishing an article can cost as much as $2000 (in a high end journal), and is an inexpensive means to reach our customers since medicinal chemists are actively reading such journals. Below is a list of journals in which we plan to publish: Journal of Chemical Theory and Computation: http://pubs.acs.org/journal/jctcce Expert Opinion on Drug Discovery: http://informahealthcare.com/edc Current Opinion in Drug Discovery & Development http://www.biomedcentral.com/curropindrugdiscovdevel/ Drug Discovery Today: http://www.drugdiscoverytoday.com/ (Magazine which reports developments in drug discovery and related technologies) Drug Development Research: http://www3.interscience.wiley.com/journal/34597 Computational Biology and Chemistry Journal: http://www.sciencedirect.com/science/journal/14769271 Journal of Chemical Information and Modeling: http://pubs.acs.org/page/jcisd8/about.html 27 Moore, Jerrery A. Crossing The Chasm. Harper Paperbacks: c. 2002. 17 LILIEN CHEMINFORMATICS Journal of Computational Chemistry: http://www3.interscience.wiley.com/journal/33822/home Journal of Medicinal Chemistry: http://pubs.acs.org/page/jmcmar/about.html Journal of Cheminformatics: http://www.jcheminf.com From publishing in aforementioned journals, we hope that pharmaceutical companies will contact us and become customers. Our success will not only be based on the number of customers we gain from our publications, but also the number of citations that we receive from other papers. When other researchers cite our technology and findings they are also aiding in spreading the word about SynPlan. Lastly, one of the more expensive means of reaching our customers is to attend conferences and trade shows. We plan to attend conferences during the development phase of our product. These conferences include those held by eChemInfo (http://www.echeminfo.com), and various computational chemistry conferences such as the Canadian Computational Chemistry Conference (http://www2.bri.nrc.ca/cccc7/). At these conferences we will present the findings published in journals and network with other members of the chemical and pharmaceutical industry. When we have finally released the final version of SynPlan, our goal is to attend large industry tradeshows such as INTERPHEX which is held in New York annually. INTERPHEX showcases the latest technological innovations across the pharmaceutical industry and attracts around 12,000 people from pharmaceutical and biotech companies globally28. Representatives from top pharmaceutical companies such as Bristol Meyers Squibb, GlaxoSmithKilne and Novartis regularly attend the conferences and thus gives us a chance to connect with these companies if we have not already done so. Attending INTERPHEX costs around $6000-$10000 depending on the size of the booth, which will be covered with the sale of a single license. We plan to have a booth with a few stations available so users can interact and use SynPlan themselves. We will also hold numerous demos during the show demonstrating the benefits and advantages of our software. 28 http://www.interphex.com/RNA/RNA_Interphex/Documents/2009/pdfs/IPX09-PostshowRelease-v3.pdf 18 LILIEN CHEMINFORMATICS Sales Plan Year3 Q1: First set of customers Year 4 Q3: Factor of 10th growth Year 4 Q1: First non-beta sales Year 5 Q4: Factor of 50th growth Year 3 Q1: First set of customers: The beta testers during the beta phase are our first target customers. We expect to reach 200 customers as soon as the product is available. (200 x $40k = $80m in licenses & 200 x $10k = 2m in support of $10m total) Year 4 Q1: Through marketing and spread via worth of mouth, new customer is reached. Year 4 Q3: Through experience in usage, adaptation within companies grows; causing growth is expected. (2,000 customers = $100m) Year 5 Q4: Knowledge of our product is widely spread and a large portion of pharmaceuticals will be seeking us to keep their competitive edge in R&D from small to large companies. (10,000 customers = $500m) Continued growth is expected beyond 5th year till a significant portion of the market is penetrated. Development Plan Year 1 Product Design & Specification Alpha Release Complete Beta Release Year 2 Year 3 ♦ ♦ ♦ ♦ Documentation Complete Integration Testing Complete 1.0 Release Complete 1.1 Release Complete 1.2 Release Complete 1.3 Release Complete 2.0 Release Complete Year 5 ♦ Training Materials Complete Unit Testing Complete Year 4 ♦ ♦ ♦ ♦ ♦ ♦ ♦ 19 LILIEN CHEMINFORMATICS Executives Hire VP Marketing ♦ ♦ ♦ Hire CEO Hire CFO Financial Obtain 1st Round Funding ♦ ♦ Obtain 2nd Round Funding ♦ rd Obtain 3 Round Funding ♦ Expected Break-even Company Get office ♦ Detailed Milestone Descriptions Description Design & Specification Engineers architect and design software specifications. Alpha Release Initial feedback with academic partners on prototype. Complete Beta Release An early release with major features included. Training/Documentation In depth manual and Materials Complete training material that allows users to learn about the tool. Unit Testing Complete Integration Testing Complete In depth test suite for each module of the tool with realistic cases from academic and customer testing. High level testing of system including external components (reaction database, user interface) Completed Scenario Development on code begins. Cost/Resources Engineering resources. Detailed feedback from academic partners on prototype of tool. Ship beta to early customer partners’ site for evaluation. Material ready to be given to support engineers to present and documentation to ship with product. Continuous regression and unit testing system in place that passes all tests. Engineering resources supporting academic partners use of tool. Engineering resources. After testing a comprehensive list of customer scenarios, no show-stopper bugs found. Engineering resources. Engineering resources. Engineering resources. 20 LILIEN CHEMINFORMATICS 1.0 Release Complete Full functional and tested release. Release product to customer site. 1.x Release Complete Full functional and tested release with customer bug fixes and selected feature requests. Full functional and tested release with significantly improved capacity. Necessary funding for first year operations from angels, family, IRAP and SRED. Necessary funding for first half of year 2 Necessary funding for ramp up to 1.0 release and support. Release product to customer site. 2.0 Release Complete Obtain 1st Round Funding Obtain 2nd Round Funding Obtain 3rd Round Funding Engineering resources, marketing/sales resources. Engineering resources, marketing/sales resources. Release product to customer site. Engineering resources, marketing/sales resources. Close $1,200,000 in funding, including founders investment. Time for meetings and presentations. Close $9,000,000 in funding. Close $7,00,000 in funding. Time for meetings and presentations. Time for meetings and presentations. Detailed Release Descriptions and Goals Alpha Release: This will be an initial prototype to send to academic partners to ensure the core functionality of the product is implemented. This is intended to aid in developing the core features (i.e. retrosynthesis planning engine) but not intended for minor features that are in early stages of development (e.g. GUI). Having validated with real users, this will aid in our credibility in academia, the industrial community and potential investors. Beta Release: This release contains all the major release features (planning engine). This will be targeted at friendly industrial companies that will evaluate and simultaneously give feedback on the product. This release aims to make the product more robust through real customer testing as well as gain valuable feedback for critical features that can be released in time for 1.0. 1.0 Release: This is the first feature-complete release that will generate revenue. It will contain all major features and feedback included from the beta release. This release will target early adopters who will want to evaluate our relatively new technology. This release will provide all the major features to increase the organic chemists’ productivity, however, it is expected that there will be significant areas in which real-world show where the product can be improved. 21 LILIEN CHEMINFORMATICS 1.x Release: Minor releases will fix any bugs found by customers as well as in-house testing. In addition, additional features will be implemented based on user feedback of the tool. These releases will be available to all licenses. 2.0 Release: This release will include a significantly more powerful planning engine. It will be based upon previous 1.x releases. Any additional bug fixes will be implemented as well as major feature requests that were not able to be put into 1.x releases. Staffing Plan * See spreadsheet for details Year 1 Year 2 Year 3 Year 4 Year 5 CEO 0 1 1 1 1 CFO 0 1 1 1 1 VP Sales & Marketing 1 1 1 1 1 Team Lead 1 1 1 1 1 Software Architect 1 1 1 1 1 Developers 2 2 3 3 3 Testers 1 2 3 2 2 DB Specialists 1 1 1 1 1 Customer Support 1 6 26 66 126 Marketing Staff 2 2 2 2 2 Sales People 1 1 2 3 3 Administrative 1 1 1 1 1 Total Employees 13 20 43 83 143 Executive Staff Software Development Team Other Operations Model Key Activities Development and testing of SynPlan is our key activity in order to keep our product up to date. Members of our staff will be responsible for reading journals, attending expos and conferences to keep up with the current pharmaceutical industry findings and trends. They will also be responsible for publishing papers and presenting at such conferences to educate the community about SynPlan. We will also dedicate members of our staff to work alongside customers to educate and train chemists to ensure they are using SynPlan optimally. 22 LILIEN CHEMINFORMATICS Key Resources Our most valuable resource is our experts in chemistry and computer science. Our experts will have expertise in both fields which will allow us to bridge the gap between the two disciplines and deliver an effective chemical planner. Key Partners Our main partner is the UofT Computational Biology Group. We will work alongside them to develop and test SynPlan. Once we have developed the beta version of SynPlan we will begin to partner with other academic departments. These departments will be responsible for beta testing. Chemical reaction databases provide us with all the known chemical reactions needed for SynPlan to generate plans. Therefore we will form a key partnership with these database providers so we can have access to the most reliable and up to date information. Lastly, we will form a partnership with publishing companies to allow for easy publication of papers to expose ourselves and spread the word across the pharma industry of all the latest research and developments pertaining to SynPlan. To date, Lilien Cheminformatics has conducted extensive market research and has begun planning for the development of SynPlan. We currently have dedicated experts in chemistry and computer science, who have already completed research related to the issues of retro synthetic planning. The next steps in bringing SynPlan to market are as follows: Complete requirements and design specification Begin development cycle: Alpha development will be completed in Y1 Q4, followed by extensive alpha testing Acquire larger office space, purchase equipment (computers, databases, servers) to support development and customers. Hire marketing staff in order to gain exposure and engage potential customers Release beta version to academic departments. These academic departments will be involved in beta testing (Y2 Q2) Hire customer support and application engineers. Go live with 1.0 release Customer training and education To implement the above steps we need the following key operations: Development/Testing: We will have a strong development team in order to implement all features and requirements of SynPlan. The team lead will be responsible for communicating with the in house developers and testers to ensure the product specifications are being met and that the product is of high quality. He/she will also be responsible for communicating with the academic partners conducting beta testing, overseeing their progress and getting appropriate feedback and status updates. Sales/Marketing: SynPlan will be sold directly to customers. We will reach these customers through ads in pharmaceutical journals, industry papers, trade shows, conferences and word of mouth. Sales and Marketing will communicate with Development to produce industry papers and schedule such talks and conferences. Once a purchase has been made, SynPlan will be distributed to customers on site by an expert application engineer. This application engineer will be responsible for installing and configuring SynPlan, 23 LILIEN CHEMINFORMATICS and will train chemists in the use of our software. Customer Support: Throughout the customer relationship, Lilien Cheminformatics will offer product support by phone, online troubleshooting documents and most importantly, in person by our expert application engineers. Our application engineers will be available at the customer’s request for onsite training and help to ensure customer satisfaction and that SynPlan is being used to maximize productivity and drug development. The customer support team, made of application engineers, will be responsible for these duties and maintaining customer relationships. Management/Administration: Our management team will be responsible for the hiring of staff, acquiring new office space and for facilitating any purchases that need to be made (eg: computers, servers). Operations Plan Outline Year 1 Key Resources Hire experts in chemistry & technology Key Activities Year 2 Year 5 ♦ ♦ Start Research / Reading journals ♦ Attend expos, trade shows conferences Education & Training Customers ♦ ♦ ♦ ♦ Partner with Reaction Databases ♦ Partner with Publishing Companies Infrastructure / Facilities Get office Purchase Computers / Databases / Servers (for developers) Purchase and implement Servers / Databases (for Customer Support) Implement Customer Service support Launch Website (for marketing + support) Year 4 ♦ Start software development Key Partnerships / Relationships Partner with U of T Computational Biology Lab Partner with other Academia Year 3 ♦ ♦ ♦ ♦ ♦ 24 LILIEN CHEMINFORMATICS Financial Model * See spreadsheet for details 5 Year Pro Forma Income Statement All Figures are in thousands Revenues Licenses Support Handling Setup Charge Training & Support Total Support Total Revenue Expenses General and Admin Salaries Rent and utilities Office Equipment Legal Fees Accounting Fees Insurance Other Total General & Admin Product Development Salaries Datacenter Other Equipment Total Product Dev. Sales and Marketing Salaries Advertising & PR Publications Conferences Trade Shows Website Total Sales & Marketing Support Handling Salaries Rent and utilities Office Equipment Total Support Total Operating Costs Net Earnings Before Taxes Taxes (Assume 20%) Net Earnings Year 1 Year 2 Year 3 Year 4 Year 5 $ $ $ $ $ $ - $ $ $ $ $ $ - $ $ $ $ $ $ 14,160 177 3,540 3,717 17,877 $ $ $ $ $ $ 77,520 792 19,380 20,172 97,692 $ $ $ $ $ $ 414,640 4,214 103,660 107,874 522,514 $ $ $ $ $ $ $ $ 60 48 24 24 40 120 15 331 $ $ $ $ $ $ $ $ 70 50 29 24 40 120 14 347 $ $ $ $ $ $ $ $ 180 72 41 120 40 120 20 593 $ $ $ $ $ $ $ $ 180 72 41 120 40 120 20 592 $ $ $ $ $ $ $ $ 180 72 41 120 40 120 20 592 $ $ $ $ 360 10 29 398 $ $ $ $ 420 10 34 463 $ $ $ $ 540 29 43 612 $ $ $ $ 480 114 38 632 $ $ $ $ 480 646 38 1,165 $ $ $ $ $ $ $ 185 10 20 15 230 $ $ $ $ $ $ $ 240 240 10 20 40 5 555 $ $ $ $ $ $ $ 300 480 20 20 60 5 885 $ 360 $ 480 $ 31 $ 50 $ 80 $ 5 $ 1,005 $ $ $ $ $ $ $ 360 480 31 50 80 5 1,005 $ 240 $ 24 $ 14 $ 278 $ 1,644 $ (1,644) $ $ (1,644) $ $ $ $ $ $ $ $ 840 96 50 986 3,077 14,800 3,101 11,699 $ $ $ $ $ $ $ $ $ 4,440 $ 528 $ 266 $ 5,234 $ 7,997 $ 514,517 $ 102,903 $ 411,614 $ 80 $ 24 $ 5 $ 109 $ 1,068 $ (1,068) $ $ (1,068) 2,240 264 134 2,638 4,868 92,824 18,565 74,259 25 LILIEN CHEMINFORMATICS 5 Year Pro Forma Cash Flow All Figures are in thousands Year 1 Year 2 Year 3 Year 4 Year 5 Operating Activities Net Earnings (Before Taxes) $ $ (1,644) $ 14,800 $ 92,824 Depreciation $ (1,068) - $ - $ - $ - $ 514,517 $ - Working Capital Changes $ - $ - $ - $ - $ - Accounts Receivables $ - $ - $ - $ - $ - Other Current Assets $ - $ - $ - $ - $ - Accts Pay And Accrd Expenses $ - $ - $ - $ - $ - Other Current Liab $ - $ - $ - $ - $ - Net Cash Provided/(Used) $ (1,068) $ (1,644) $ 14,800 $ 92,824 $ (52) $ (28) $ (92) $ (160) $ (240) $ (52) $ (28) $ (92) $ (160) $ (240) Short-Term Debt $ - $ - $ - $ - $ - Curr. Portion Ltd $ - $ - $ - $ - $ - Long-Term Debt $ - $ - $ - $ - $ - Common-Stock $ - $ - $ - $ - $ - $ 514,517 by Operating Activities Investing Activities Property And Equipment Net Cash Used in Investing Activities Financing Activities Preferred-Stock $ 1,200 $ 1,600 $ - $ - $ - Dividends Declared Net Cash Provided/(Used) by Financing $ - $ - $ - $ - $ - $ 1,200 $ 1,600 $ - $ - $ - Increase/(Decrease) In Cash $ 80 $ (72) $ 14,708 $ 92,664 $ 514,277 Cash at Beginning $ - $ 80 $ 8 $ 14,716 $ 107,380 Cash at End $ 80 $ 8 $ 14,716 $ 107,380 $ 621,657 26 LILIEN CHEMINFORMATICS Financing Plan Round 1 – Jan Year 1 (Seed Funding) Sources: Angels, friends, family, founders, IRAP, credit cards. Total: $1,200,000 Required activities: Development of alpha and beta releases. Journal paper publishing for core algorithms Presenting demos of the algorithms and initial prototypes at conferences. Evaluation of alpha (prototype) release with academic partners. Round 2 - Jan Year 2 (VC Part I) Sources: VC. Total: $900,000 Required activities: Finishing up beta release 1. Evaluation with friendly early adopter customers. Journal paper publishing for beta release. Presenting demos of the beta 1 at conferences. Round 3- Jun Year 2 (VC Part II) Sources: VC, investment conditional on previous milestones. Total: $700,000 Required activities: Attending trade shows with working product demos. 1.0 Release. Customer purchase. Exit Scenario 1 – Dec Year 5 (Acquisition by private equity) Conservative valuation using P/E ratio of 10. Net Income: $411 million Valuation: $8,220 million Exit Scenario 2 – Dec Year 5 (IPO) Market valuation using P/E ratio of 16 [1].29 Net Income: $411 million Value: $20,550 million 29 Investment U “Biotech Stocks: The Market’s Best Bargain Right Now” November 12, 2009. <http://www.dailymarkets.com/stocks/2009/11/11/biotech-stocks-the-market’s-best-bargain-right-now> 27 LILIEN CHEMINFORMATICS Customer Interviews We have contacted a number of people to get some insights about our product. Since, SynPlan is aimed at facilitating retrosynthesis, we selected chemists belonging to various pharmaceuticals, research labs and academia as our interviewees. We believe (and it was confirmed through the interviews we conducted) that the end-user/chemist input is the deciding factor in the purchase of our product by any pharmaceutical, university or research lab. Hence the information obtained from the chemists is crucial for the success of our product. In addition, we spoke with chemists working at different levels of the drug design procedure such as medicinal chemists, process chemists, industrial chemists, synthetic chemists etc, to confirm where our product belongs in the drug design pipeline, and how it can be improved. The interviews were not structured. However, we tried, at least, to ascertain the answers to the following questions: How are various phases of drug design (design, scale up, synthesis etc) procedure completed at the moment? What are some of the difficulties that can be addressed in these phases? How, and to what extent, can a product like SynPlan help? Are they currently using any of our competitor's products? What are some of the major flaws they can envision in our product/idea? A summary of each interview is provided, followed by a summary of insights we gained from these interviews and how it affected our business plan/model/product. David Dubins Faculty at Leslie Dan Faculty of Pharmacy, University of Toronto. Bio Services Pharmaceutical Inc. David's response confirmed our initial research that synthesis in the lab is a painstaking process. It takes very long. David also mentioned that the team of chemists is limited by the number of starting chemicals they are aware of. As the commercially available starting compound libraries grow exponentially large, manual work for the chemist becomes cumbersome and inefficient. David was very excited by the possibility of a planner that can automate the entire process and suggest chemical routes for synthesis. David mentioned that almost everything available commercially these days, such as our indirect competitors, is at best, rudimentary. He mentioned the need of allowing the chemist to be flexible by suggesting multiple routes vs. a single one. the final decision should rest on the chemist. David also pointed us towards an added value proposition of our product that we were previously unaware of. While the drugs are still patent protected, competitor companies would try to manufacture large quantities of that drug to create another, highly similar, yet patentable drug. For instance, if drug A has been patented by PharmA, PharmB will try to produce drug A in house, and generate different 28 LILIEN CHEMINFORMATICS analogs of it (eg. by adding a benign methyl group.) to produce another moleulce B. The new molecule B can have very similar properties as A, yet is now patentable by pharmB. Our product can help pharmB produce drug B using an alternative synthetic route than drug A so it can be patended. Our product can also offer pharma companies the flexibility of pursuing multiple drug leads and analogs simultaneously to avoid this patent run off. A final insight that David provided was that most chemists or biochemists prefer using a program with a web interface, so that they do not have to install it. Hence, if our product can run calculations on a remote server and just provide a web based front end to the chemists, it would be much preferable than a stand alone, installable software. This is an important insight in terms of design, however, supporting a web based service only requires immense compute power on Lilien ChemInformatics' side and restricts chemists from using in-house, proprietary raw material catalogs. We are in the process of conducting more interviews to find out what percentage of our intended customers are averse to an installable product. He was also very keen to be able to try a beta version of the software. Grace Ng (Medicinal Chemist) Campbell Family Institute for Breast Cancer Research, Toronto As a medicinal chemist, the synthesis process takes from a few weeks to a few months. As a medicinal chemist you are just trying to produce enough end product to conduct trial experiments, so yield is less important. It is also worth noting that a medicinal chemist does not start from commercially available starting materials in general, hence the chemical plans are not as long (about 4-5 steps according to Grace.) However, Grace mentioned that her own knowledge of chemistry is a limiting factor, hence she has to constantly search for newer reactions and synthetic plans published by other chemists to make sure she has explored all possibilities. Currently, Grace and her team mates use SciFinder or Reaxys to search for existing, previously published synthetic plans. However, it is not very often that they can use already existing, previously published syntheses. Hence, a considerable effort still goes into planning a full fledged product even at the medicinal chemist level. Grace also mentioned that, she and her fellow medicinal chemists are generally working with multiple 'possible' candidate drug like molecules. Hence, although the syntheses are shorter, and potentially somewhat easier than they are during a scale up, the process becomes complicated and longer due to optimization for multiple drug targets. According to Grace, a planner that helps plan for the entire synthesis would come in very handy. It would solve a significant problem. Grace mentioned that have precedented reactions was extremely important. If the suggested synthesis includes complicated reactions, they must be accompanied with a citation for the published paper they come from. Grace also mentioned that toxicology was an important concern for a medicinal chemist and allowing elimination of the toxic compounds from the synthesis would be a significant help. 29 LILIEN CHEMINFORMATICS One of the aspects of SynPlan that Grace was concerned about, was the layout. She wanted it to be simple, easy to use and intuitive. In addition, she wanted us to make sure that the chemist should be able to draw in a molecule to search for. We had also asked Grace about the decision making process for purchases at her work place. She mentioned that the major decision factor was the user demand. If a few of the end users (chemists in our case) considered our product useful and wanted to try it out, the purchase would be made. So, the buying power lies, in essence, with the end users or chemists. Like the rest of our interviewees, Grace was excited about the product and wanted to be signed up for beta testing as soon as we have a beta version. Andrew Cooper Analytical/Process Chemist - Allied Chemicals Andrew is an analytical chemist and has been a first line lab manager at Allied Chemicals formerly. During his work at Allied Chemicals, he has worked closely with many process chemists as well. Andrew also confirmed our hypothesis that the process of retrosynthesis was extremely time consuming and inefficient. Furthermore, he asserted that each chemist was limited by his own knowledge during the quest for a synthetic plan. After we explained RetPlan, Andrew was very excited about the idea of automating retrosynthetic planning. He mentioned that it should be natural for a computer to do the search, since the starting materials and the end goal was available. When asked if he could see chemists using this, his answer was an immediate yes. He mentioned that process chemists generally deal with longer synthetic plans which are time consuming to generate today. Furthermore, the yield is of extreme importance since the desired drug is needed in industrial quantities. Andrew mentioned that stereochemistry and chirality should be extremely important factor of the target software, and this is one area where most of our competitors are lacking. He also elucidated the need to report all the necessary conditions such as pressure, temperature and time taken for a reaction. Andrew was also excited to keep in touch with us and help with the beta testing of the product as well as for any additional design/product insights/brainstorming we might need. Notes Some of the salient points of the customer interviews and how they are reflected in our future activities are listed below: 1. All the interviewees confirmed our hypothesis that we are trying to solve a real world problem, which has a willing customer base. 2. We confirmed that our product will reduce time and increase productivity of the chemists and consequently the profit margin of the pharmaceuticals. 30 LILIEN CHEMINFORMATICS 3. We also confirmed that our competitors seriously lack in certain areas which are deemed crucial by the chemists such as precedented chemical rules, stereochemistry etc. 4. At least one customer mentioned the need to make our product a web service. However, the use of SynPlan as a web service can be limiting for the customers since many pharmaceuticals have their in house raw material catalogs which are not available for remote/third party use. We are going to conduct further interviews to ascertain the importance to our customers of SynPlan being a web service instead of an application. 5. Toxicology turned out to be an important factor for the medicinal chemists. We see another potential product which can predict toxicology of a particular reaction. The suggested product can use existing databases and chemical journals combined with learning algorithms to predict toxicology. 6. While our initial targets were the medicinal chemists, we notice that the process chemists have to deal with longer, more complicated synthetic plans. Furthermore, the time and yield are of importance. Whereas, the medicinal chemists tend to start from intermediate products, and are less concerned about optimal yield. Hence, we have shifted our focus to make process chemists our main targets, followed by the medicinal and synthetic chemists. Expert Interviews Malcolm Bersohn Prof. Emeritus Chemistry, University of Toronto Malcolm has worked on retrosynthetic planning for about 2 decades now. He designed one of the first retrosynthetic planners a few decades back. Malcolm feels that there was, and there is a need for automating retrosynthesis. Furthermore, his interactions with chemists and pharmaceuticals during his research and sales of his product, confirm that the community is open to such a tool. However, Malcolm cautioned about the marketing strategy. According to him, the retro-synthetic planner should never be marketed or advertised as a replacement for human judgement. Since the target markets is the chemists, the planner should not, and cannot be the chemist replacement. Malcolm also noted the need for stereo-chemistry in a planner, since it was and remains, an important but lacking feature. Abraham Heifets PhD Candidate, AI/Computational Biology Lab, University of Toronto. (Former Researcher at IBM J. Watson Research Center). Abraham is a theoretician and an expert in computational search. According to Abraham, the biggest challenge of previous efforts such as Malcolm's has been a lack of what he terms as 'efficient computer science'. Almost all previous efforts in retrosynthetic planning have failed to find a balance of efficient computer science and accurate chemistry. Planners coming out of chemistry labs such as Malcolm's, made use of accurate chemistry while being computationally inefficient. This has prevented a widespread use of previous planners in the industry. 31 LILIEN CHEMINFORMATICS However, Abraham believes that, in the past few years, there have been significant improvements and research conducted in the fields of heuristic search and computational planning. Yet, none of the existing retrosynthetic planners makes use of these technological advances. Hence, according to Abraham, right now is a ripe time to design a retrosynthetic planner, which, not only has accurate chemical capabilities, but also makes searching for plans feasible due to state-of-the-art search and planning capabilities. IP Strategy Lilien Cheminformatics plans to use Trade Secrets, Copyrights and Trademarks as our IP strategy to protect the magic behind our innovative chemical planner. Trade Secrets We have chosen to keep our source and its ideas a trade secret. Patents will require us to make the details of our system and algorithm public, even in its early stages. We believe the publication of our algorithm will invite competition. For instance, once one company reads the details of patent they may feel inspired to create a better algorithm. Software patents are also not completely effective since software cannot be patented under Europe Patent Office. As with other competitors in our market, our IP strategy consists mainly of trade secrets. The details of our algorithm will remain a secret through the signing of Non-Disclosure Agreements by our employees and collaborators. If an investor wants to know the low-level details of our system, then they too will be required to sign an NDA. From day one each employee we hire will sign an NDA, which is included on the following pages. The NDA attached is just a guideline, but will cover all aspects of confidentiality, ownership, noncompetition, etc. Employees are only permitted to talk about our trade secrets amongst other employees, and must not disclose any information regarding our system and algorithm, business strategy, and private financial records to any third party. All work completed by the employee will become the property of Lilien Cheminformatics. It also addresses the issues of non-competition; employees must not work for our competitors during their employment with Lilien Cheminformatics and 10 years after, should their employment be terminated. They may not divert any potential customers/business away from our company. They also agree to not solicit or hire away existing staff members to a competitor, or solicit existing employees to start their own business (in competition with Lilien Cheminformatics). If an employee, collaborator, partner or investor breaks any of the terms outlined in the NDA, we reserve the right to take legal action. The database containing the source code of our software will be password protected, and access will only be given to our developers. Should any of our source code be leaked, we reserve the right to take action against the employees responsible. 32 LILIEN CHEMINFORMATICS Copyrights We will register our source code as a copyright with CIPO. This will help protect us from pirated software. The cost is $65 for the certificate which will facilitate matters (and prove our copyright), should we need to take action against copyright infringement. Trademarks The product name SynPlan and our logo will be registered as a trademark, so it becomes a recognizable brand across the pharmaceutical industry. SynPlan is not currently registered as a trademark by any other company, and therefore we plan to pursue registration. The cost of registration is fairly low, and is one of the most economical solutions to product our brand. Application and registration will cost $450. We will also incur additional costs, $700-1000 through hiring a trademark agent to assist with registration. This agent will help ensure our application is complete, conduct addictional research in the field to ensure our trademark is valid, and lastly if required, handle the situation where another party opposes our trademark application. Lilien Cheminformatics’ legal services provider will aid in administering Non-Disclosure Agreements, and deal with any agreement violations should they occur. They will also aid in prosecuting copyright infringement, should the situation arise. In our financial model, we allocate $24,000/year from years 1 to 2, and $120,000/year from year 3 onwards, in spending to our legal services provider. 33 LILIEN CHEMINFORMATICS NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (the "Agreement") dated this _______ day of ______________,_______ BETWEEN: Lilien Cheminformatics (the "Employer") OF THE FIRST PART - AND ___________________________ (the "Employee") OF THE SECOND PART BACKGROUND: 1. 2. The Employee is currently or may be employed as an employee with the Employer for the position of: _______________(Software Developer/Tester/Etc). In addition to this responsibility or position (the "Employment"), this Agreement also covers any position or responsibility now or later held with the Employer. The Employee will receive from the Employer, or develop on the behalf of the Employer, Confidential Information as a result of the Employment (the 'Permitted Purpose'). IN CONSIDERATION OF and as a condition of the Employer employing the Employee and the Employer providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows: Confidential Information 1. The Employee acknowledges in any position the Employee may hold, in and as a result of the Employee's employment by the Employer, the Employee will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Employer and which information is the exclusive property of the Employer, including, without limitation: a. 'Confidential Information' means all data and information relating to the business and management of the Employer, including proprietary and trade secret technology and accounting records to which access is obtained by the Employee, including Work Product, Production Processes, Other Proprietary Data, Business Operations, Computer Software, Computer Technology, Marketing and Development Operations, and Customers. Confidential Information will also include any information that has been disclosed by a third party to the Employer and governed by a non-disclosure agreement entered into between the third party and the Employer. Confidential Information will not include information that: i. ii. iii. is generally known in the industry of the Employer; is now or subsequently becomes generally available to the public through no wrongful act of the Employee; the Employee rightfully had in his possession prior to the disclosure to the Employee by the Employer; 34 LILIEN CHEMINFORMATICS iv. b. c. d. e. f. g. h. i. is independently created by the Employee without direct or indirect use of the Confidential Information; or; v. the Employee rightfully obtains from a third party who has the right to transfer or disclose it. 'Work Product' means work product resulting from or related to work or projects performed or to be performed for the Employer or for clients of the Employer, of any type or form in any stage of actual or anticipated research and development; 'Production Processes' means processes used in the creation, production and manufacturing of the Work Product, including but not limited to formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs; 'Other Proprietary Data' means information relating to the Employer's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets); 'Business Operations' means internal personnel and financial information, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the Employer's business; 'Computer Software' means all sets of statements, instructions or programs, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs; 'Computer Technology' means all scientific and technical information or material pertaining to any machine, appliance or process, including specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how; 'Marketing and Development Operations' means marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Employer which have been or are being discussed; and 'Customers' means names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by clients of the Employer. Obligations of Non-Disclosure 2. 3. 4. The Employee must not disclose the Confidential Information. The Confidential Information will remain the exclusive property of the Employer and will only be used by the Employee for the Permitted Purpose. The Employee will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Employer or any of its affiliates or subsidiaries. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Employee in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely. 35 LILIEN CHEMINFORMATICS 5. The Employee may disclose any of the Confidential Information: a. to such of his employees, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that: i. b. c. the Employee has informed such personnel of the confidential nature of the Confidential Information; ii. such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Employee; iii. the Employee agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and iv. the Employee agrees to be responsible for and indemnify the Employer for any breach of this Agreement by his personnel. to a third party where the Employer has consented in writing to such disclosure; and to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body. Avoiding Conflict of Opportunities 6. 7. It is understood and agreed that any business opportunity relating to or similar to the Employer's current or anticipated business opportunities coming to the attention of the Employee during the Employee's employment is an opportunity belonging to the Employer. Accordingly, the Employee will advise the Employer of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Employer. Without the written consent of the Employer, the Employee further agrees not to: a. b. solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of the Employer; and directly or indirectly, engage or participate in any other business activities which the Employer, in its reasonable discretion, determines to be in conflict with the best interests of the Employer. Non-Solicitation 8. Any attempt on the part of the Employee to induce others to leave the Employer's employ, or any effort by the Employee to interfere with the Employer's relationship with its other employees and contractors would be harmful and damaging to the Employer. The Employee agrees that during the term of the Employment and for a period of five (5) years after the end of term of the Employment, the Employee will not in any way, directly or indirectly: a. b. c. d. induce or attempt to induce any employee or contractor of the Employer to quit employment or retainer with the Employer; otherwise interfere with or disrupt Employer's relationship with its employees and contractors; discuss employment opportunities or provide information about competitive employment to any of the Employer's employees or contractors; or solicit, entice, or hire away any employee or contractor of the Employer. This obligation will be limited to those that were employees or contractors of the Employer when the Employee was employed Non-Competition 36 LILIEN CHEMINFORMATICS 9. Other than through employment with a bona-fide independent party, or with the express written consent of the Employer, which will not be unreasonably withheld, the Employee will not, during the continuance of this Agreement or within ten (10) years after the termination or expiration, as the case may be, of this Agreement, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Employer that the Employee was working during any time in the last year of employment with the Employer. 10. For a period of ten (10) years from the date of termination or expiration, as the case may be, of the Employment, the Employee will not divert or attempt to divert from the Employer any business the Employer had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Employment. Ownership and Title 11. The Employee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Employer. Accordingly, the Employee specifically agrees and acknowledges that the Employee will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that the Employee may have created or contributed to the creation of the same. 11. The Employee does hereby waive any moral rights that the Employee may have with respect to the Confidential Information. 12. The Employee agrees to immediately disclose to the Employer all Confidential Information developed in whole or in part by the Employee during the term of the Employment and to assign to the Employer any right, title or interest the Employee may have in the Confidential Information. The Employee agrees to execute any instruments and to do all other things reasonably requested by the Employer (both during and after the term of the Employment) in order to vest more fully in the Employer all ownership rights in those items transferred by the Employee to the Employer. Remedies 13. The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Employer. Accordingly, the Employee agrees that the Employer is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Employee and any agents of the Employee, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information. Return of Confidential Information 14. The Employee agrees that, upon request of the Employer, or in the event that the Employee ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Employment, the Employee will turn over to the Employer all documents, disks or other computer media, or other material in the possession or control of the Employee that: a. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or b. is connected with or derived from the Employee's services to the Employer. AGREED AND ACCEPTED: By: _________________________ Witness:____________________ 37 LILIEN CHEMINFORMATICS Signature:____________________ Signature:___________________ Date:________________________ 38