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

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Page 1: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

SOFTWARE BEST PRACTICES

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

Page 2: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

TNO

TNO knowledge creation and valorisation:

2 | Software Best Practices

Public legal entity created by law

Over 3000 employees (in public part of TNO)

Active in five core-area’s

Page 3: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

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

3 | Software Best Practices

Page 4: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

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

4 | Software Best Practices

Page 5: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

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 ?

5 | Software Best Practices

Page 6: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

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

6 | Software Best Practices

Page 7: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

TNO

The idea

7 | Software Best Practices

Micro-seepage

Soil-samples

Page 8: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

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

8 | Software Best Practices

Page 9: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

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

9 | Software Best Practices

Page 10: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

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 !

10 | Software Best Practices

Page 11: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

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)

11 | Software Best Practices

Page 12: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

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

12 | Software Best Practices

Page 13: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

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

13 | Software Best Practices

Page 14: SOFTWARE BEST PRACTICES - European Commission...2015/09/29  · TNO TNO knowledge creation and valorisation: 2 | Software Best Practices Public legal entity created by law Over 3000

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