software best practices - european commission...2015/09/29  · tno tno knowledge creation and...

SOFTWARE BEST PRACTICES

Case study: a software enabled spin-off | Folkert Teernstra

TNO

TNO knowledge creation and valorisation:

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Public legal entity created by law

Over 3000 employees (in public part of TNO)

Active in five core-area’s

TNO

Some examples of successful TNO software spin-offs in the past:

TNO DIANA

Displacement Analysis: High grade finite element analysis and simulation

environment

TASS International

Automotive safety products of TNO (strategic participation)

2013 merger of five independent TNO spin-offs / licensees

200 employees in 12 countries, yearly turnover of 20 Meuro

Prime Data

Recent spin-off (now joint venture)

Big Data applications and processing services

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TNO

Recent spin-off: Biodentify BV

TNO Diana, Tass international and PrimeData were pure software spin-offs

that sell or license software products to the market

Biodentify is enabled by TNO software

Only results of processing to be supplied to end-users

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TNO

The Idea What is the invention?

How can we protect it?

How can we realize the invention?

The Team Available & required competences

The Context Who is the Customer?

What is the structure of the market?

Which place in “valuechain”?

The Money What capital is required for first viable product ?

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TNO

The Idea

The idea: exploration of shale gas/oil reservoirs on the earthsurface

Certain tell-tale hydrocarbons migrate over time to the surface

Creating a change in the surface microbiological ecosystem

Microbes can be detected in surface soil samples

Problem: VERY low signal and microbes also depending on other soil

parameters, e.g. acidity, moisture level and presence of oxygen.

Solution: DNA-pattern recognition method and software developed by the

TNO microbiology department for human intestinal flora.

Finding so called “sweet spots” avoiding costly “grid drillings”

Patent(s) pending and know how protection

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TNO

The idea

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Micro-seepage

Soil-samples

TNO

The Team

Having the right people is key issue for start up:

Mix of competences available:

Commercial (former TNO department head)

Entrepreneurial (CEO outsider, VC provided)

Competences required:

Technical lab facilities to costly for start-up

TNO “wet” microbiology services provided under SLA

Scaling-up facilitated

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TNO

The Context

Having the right people is key issue for start-up:

Target customers:

Exploration companies

Oil & Gas Service Companies

Problem:

Current low energy prices due to geopolitics

Temporarily decreased demand for exploration technology

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TNO

The Money: role of TNO Companies

Formally establishing the company:

Ownership of shares, often minor amount for key personnel

Providing office spaces

Providing basic legal and business support to spin-off (not provided by

TNO Public)

Approaching outside VC’s, finding out requirements of VC, creating the

right circumstances for a “soft landing”

VC stepped in !

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TNO

The Money: some challenges…..

TNO Companies/VC wishes to have ownership of all IP(patent/software)

Transfer of IP not always possible:

Requires up front payment, valuation issues

Licensor might have other interests

Problems here: software developed by TNO microbiology dept. needing

this software for variety of other applications

Did not want to disclose source code

Software needs to be operated by specialised microbiologist

Solution: Services to be provided by TNO under SLA

Back up: software to be made available to spin-off by means of third party

hosted SaaS service (software as as a service)

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TNO

The Money: some challenges…..(continued)

Solution: modelling services to be provided by TNO under SLA

Results of processing (models) owned by spin-off

Back up: software to be made available to spin-off by means of third party

hosted SaaS service (software as a service)

Patents licensed for specific Field of Use.

Access to methodology and software ensured to company and VC

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TNO

The Money: RoI for TNO

The spin-off company to pay license fees in conformity with market prices

Valuation by benchmarking, cost-based approach and market-based

approach (cost of other means of exploration)

Microbiological analysis performed against normal fees, under SLA

Profit sharing with TNO Companies on final sale of shares

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THANK YOU FOR YOUR ATTENTION