Life Sciences Venture Equity Market Review: Evolving Role ...

Securities offered in the United States are offered through Torreya Capital LLC, Member FINRA/SIPC. In Europe such services are offered through Torreya Partners (Europe) LLP, which is authorized and regulated by the UK Financial Conduct Authority.

June 2021

Life Sciences Venture Equity Market Review:The Evolving Role of Crossover Investors

The Market for Equity Privates in Life Sciences

2TORREYA | PRIVATE LIFE SCIENCES VENTURE FINANCING MARKET REVIEW – JUNE 2021

3

Total Private Venture Financing Volume: 2000-2021 H1

Source: Torreya analysis and records, CapitalIQ and Crunchbase

2340 35

55

81 7288

145

97109 111

121 122

96

138

224

184

226

373356

523

334

0

100

200

300

400

500

600

0

5000

10000

15000

20000

25000

30000

35000

40000

45000

50000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021H1

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($m

m)

Total Volume of Private Biopharma, Diagnostics and ToolsFinancing Rounds by Year Jan 2000 - June 2021

(deals over $25mm, excluding medical devices, worldwide)

Transaction Count Dollar Volume ($mm)

Given volumes in the first half of this year, there is little doubt that 2021 will shape up to be the most active year in history for private financing activity in the life sciences sector.

TORREYA | PRIVATE LIFE SCIENCES VENTURE FINANCING MARKET REVIEW – JUNE 2021

4

Fresh Venture Capital Flowing into Life Science Sector

$7.4$6.6

$3.8$2.8 $2.7

$5.5 $5.7

$7.5$6.8

$2.6 $2.8$1.8

$3.6 $3.9

$6.1

$7.5 $7.2

$9.1$10.3

$14.1

$28.9

$15.4

$0

$5

$10

$15

$20

$25

$30

$35

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021H1

Ne

w C

apit

al F

low

ing

into

Ve

ntu

re F

un

ds

($b

n)

Life Sciences Venture Capital Funds – Raised, $Billions

We are on track to see record amount raised in life science venture capital in 2021.

Source: Venture fund press releases, Torreya analysis and records, CapitalIQ


5

Fresh Venture Capital Flowing into Life Science SectorOver $10 billion flowed into life science venture capital funds in Q2 2021 – an all-time high

$2,017

$1,582

$2,412

$1,633

$2,180

$1,564

$3,608

$6,467$6,200

$7,796

$6,875

$5,164

$10,086

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021

Life Science Venture Capital Funds, Amounts Raised by Quarter ($millions)

Source: Venture fund press releases, Torreya analysis and records, CapitalIQ


6

The Role of Crossover Investors


7

• We define crossover investors as late-stage investors that typically participate in the public equity markets but

“cross over” to the private markets to gain exposure to attractive equity stories prior to an IPO.

• In practice, the presence of crossover investors can be a major plus in structuring and executing a successful

IPO. Often, they can reposition or even institutionalize the shareholder profile of a company.

• “Cross-over” institutions offer implicit support for an IPO and often explicitly in the form of either insider

commitments or anchor orders at the time of the IPO.

• Hedge funds are the key drivers of the crossover market. Many of these funds have become large and are

looking for new ways to deploy capital while earning a return, hence their increasing participation in privates.

• Most hedge funds are allowed to put 5 - 10% of their capital into private investments. These investments are

typically held in “side pockets” that are infrequently marked to market. There is substantial discretion on how and

when such investments get marked to market.

• Several hedge funds and mutual funds have created dedicated teams or subfunds just for crossover

investments. For example, Perceptive, RA and RTW have created dedicated venture groups.

• The crossover market is susceptible to closure in periods of financial uncertainty. Nevertheless, the crossover

market reestablished itself in 2018. Since 2020 the market has taken off dramatically and activity thus far in 2021

is unabated.

• Hedge fund managers in the life science sector are generally very strong scientifically and can often rival the in-

depth knowledge of their counterparts in long-only funds. Some of the top life science hedge funds have

substantially more highly qualified staff on hand than perhaps do the largest public funds. By way of example,

Wellington Management (US) is the largest investor in biotechnology stocks with over $40 billion deployed. They

have a handful of analysts (one with a Ph.D.). In contrast, Deerfield and Perceptive with less than $8 billion each,

have far more analysts. RA Capital has an order of magnitude more analysts.

The Role of Crossover Investors


Investor Types Most Often Seen in Crossover Rounds

Crossover Funds Venture Capital Private Equity China Investors Family Offices

SelectedExamples

▪ Adage Capital▪ Perceptive▪ RA Capital▪ T. Rowe Price

▪ Abingworth▪ ARCH Venture▪ Forbion▪ Orbimed▪ Sofinnova

▪ General Atlantic▪ GTCR▪ KKR▪ MVM

▪ 6 Dimensions▪ Decheng Capital▪ Legend Capital▪ Qiming

▪ Emerson Collective (Laurene Powell Jobs)

▪ Founders Fund (Peter Thiel)

▪ Invus (Eric Wittouck)

Pros ▪ Highly scientifically knowledgeable

▪ Less valuation sensitive▪ Can dictate terms▪ Help get an IPO done▪ Light hand on

governance▪ Supportive and helpful

▪ Willing to do mid-stage▪ Sophisticated and

medically savvy▪ Can perform due

diligence that others can leverage near closing

▪ Many like to lead▪ Collaborative and value

add

▪ A commercial launch story can work well for private equity investors that are at the borderline of venture (pre-commercial) and commercial.

▪ Tend to write larger checks than venture

▪ Less valuation sensitive than venture

▪ Attracted to very good stories

▪ Tend to be less governance focused and are typically constructive on boards

▪ Chinese government committed to building out life sciences understanding

▪ Attracted to very good stories

▪ Interested in financing projects that have medical impact and benefit humanity

▪ A subset of super high net worth investors and associated family offices can invest $50m or more into life sciences companies

Cons ▪ Need to be fairly IPO ready (18 months out or less)

▪ Distracted. Hard to get focused on a story

▪ Not necessarily committed to future rounds. Less patient.

▪ Valuation sensitive▪ Can be conflicted▪ Can have agendas driven

by fund life▪ Slow process▪ Like control and demand

board representation

▪ Can be distracted and very busy

▪ Will often be deep in a subsector but not as scientifically strong as crossovers

▪ Don’t like small check sizes.

▪ Want to build.

▪ All China investors are government-linked to some degree. Impacts their behavior

▪ Negotiating with some funds not easy

▪ Communication can be less direct

▪ Not always scientifically sophisticated and able to evaluate opportunities

▪ Often have idiosyncratic taste for investment opportunities

▪ Relationships with investor partners important

Key Points ▪ Least valuation sensitive investor type

▪ Not governance focused▪ Distracted and not

necessarily in for the long run.

▪ Does not always need a lead investor

▪ Gives strong syndicate, time to prep for IPO

▪ Term sheets from VCs are the easiest to generate and can help a financing process

▪ Can be tough on terms and governance

▪ Less valuation sensitive than venture but more committed to the long run than crossovers.

▪ Can be highly committed to build-out / add-on stories

▪ Very interested in life science space

▪ Can be valuation friendly▪ Very “brand sensitive”

▪ Super high net worth investors play an increasingly important role in financing life sciences companies

▪ Can be valuation insensitive

▪ Relationship focused


9

Date Issuer Field Headquarters Series

PreMoneyValue

($mm)Deal Size

($mm)Lead

Investor(s) Investors

May-21Oncology

DiagnosticsIrving, TX -- $7,000 $830.0

Mar-21Cell and Gene Tx

CompaniesBoston

Area, MAC -- $525.0

Jan-21Low-cost cancer

drugsBoston

Area, MAB $1,070 $500.0

Mar-21 AI drug discoveryBay

Area, CAC $2,100 $400.0

Apr-21COVID-19

antibodyBoston

Area, MAC $1,400 $336.0

May-21Sequencing

ToolsOxford, UK -- $2,500 $270.5

Feb-2110 biotechs in

oneBoston

Area, MAA $519 $250.0

Feb-21 VaccinesChengdu,

ChinaC $700 $230.0

Jan-21 MAPS VaccinesBoston

Area, MAC $860 $226.0

Apr-21 AI drug discovery Oxford, UK D $861 $225.0

Jun-21In vivo cancer

immunotherapySeattle, WA B $450 $210.0

Apr-21 Research ToolsBay

Area, CAE $4,000 $200.0

May-21 Research Tools Singapore A $600 $200.0

May-21Difficult targets

in cancerDelaware C $250 $200.0

May-21Multicompany

PlatformNew

York, NY-- $7,100 $200.0

Jan-21 Cardiometabolic Netherlands A -- $196.0

Review of Top Life Sciences Crossover Rounds YTD 2021

Source: Torreya analysis and records, CapitalIQ, Pitchbook and CrunchbaseTORREYA | PRIVATE LIFE SCIENCES VENTURE FINANCING MARKET REVIEW – JUNE 2021

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Crossover Venture Financing Volume in Life SciencesThere were 123 crossover financings in biopharma, tools and diagnostics in the first half of 2021. If current trends persist to year-end, we are on track for $32 billion in crossover privates this year.


7 84 5

10 8 1118

10 84

812 11

39

78

32

46

87

72

168

123

0

20

40

60

80

100

120

140

160

180

0

2000

4000

6000

8000

10000

12000

14000

16000

18000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021H1

Tra

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($m

m)

Volume of Biopharma, Diagnostics and Tools Crossover Financing Roundsby Year Jan 2000 - June 2021


Transaction Count Dollar Volume ($mm)


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Crossover Activity Strongly Linked to Market PerformanceCrossover investors typically participate in pre-IPO private rounds when the market is doing well.

Source: Torreya analysis and records, CapitalIQ and Crunchbase Nasdaq Biotech Index

Nasdaq Biotech Index


7 84 5

10 811

18

10 84

812 11

39

78

32

46

87

72

168

123

0

20

40

60

80

100

120

140

160

180

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021H1

Nu

mb

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of

Pri

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ross

ov

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Fin

anci

ng

s ($

mm

)

Number of Biopharma, Diagnostics and Tools Crossover Financing Roundsby Year Jan 2000 - June 2021


Transaction Count

12

Crossover Financings Increasingly ImportantOver Half of all Life Sciences Venture Capital Today is Being Raised in the Crossover Format


The crossover market historically was largely open in very strong bull markets including 2000 and 2004. Starting in 2014 the market matured, and more public funds built up their capabilities to invest in private, less liquid financings. With the mostrecent bull market in the life sciences the activity of public funds in venture capital has been exceptional.

34%

22%

10% 10%

18%

14% 14%13% 13%

8%5%

9% 8% 9%

34%37%

16%

24%

30%

25%

38%

51%

0%

10%

20%

30%

40%

50%

60%

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021H1

Pe

rce

nt

of

Ro

un

ds

wit

h a

Cro

sso

ve

r In

ve

sto

r

Crossover Financing Rounds as a Percent of All Life Science Venture Financings by Year, January 2012 - June 2021 (deals over $25mm, excluding medical devices, worldwide)


13

Crossover Financings Activity Slowed Down in Q2 2021Volume peaked in March 2021 and has been down slightly in recent months. Despite this, the percent of venture dollars raised via crossovers remains at an all-time high.

Source: Torreya analysis and records, CapitalIQ and Crunchbase. Deals shown worldwide, exclusive of medical device companies. Transactions under $25mm excluded.

33 3644

55

73

52

0

10

20

30

40

50

60

70

80

Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021

Nu

mb

er

of

De

als

Number of Life Sciences Crossover Deals by Quarter, Jan 2020 to June 2021

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021

Do

llar

Vo

lum

e ($

mm

)

Dollar Volume of Life Sciences Crossover Deals by Quarter, Jan 2020 to June 2021

42.0%

34.1% 36.4%40.2%

50.7%53.7%

0%

10%

20%

30%

40%

50%

60%

Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021

Pe

rce

nt

Percent of Life Sciences Venture Dollars Raised in the Crossover Format by

Quarter, Jan 2020 to June 2021

32.0% 31.9% 31.0%33.3%

38.2%

33.5%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021

Pe

rce

nt

Percent of Life Sciences Deals Raised via the Crossover Format by Quarter, Jan 2020 to

June 2021


14

20 Most Active Investors in the Crossover Market in 2021Count of transactions, January 1, 2021 to June 20, 2021

Investor LocaleDeals in 2021 (through June 20)

Boston 39

Boston 36

Denver 29

New York 26

New York 25

San Francisco 25

San Francisco 19

New York 19

Boston 18

New York 18

Source: Torreya analysis and records, CapitalIQ and Crunchbase. Deals shown worldwide, exclusive of medical device companies. Transactions under $25mm excluded.


Investor LocaleDeals in 2021 (through June 20)

San Francisco 18

San Diego 17

San Francisco 17

Zurich 17

New York 17

New York 17

New York 16

Baltimore 16

Baltimore 16

San Francisco 14

15

Other Active Investors in the Crossover Market in 2021 January 1, 2021 to June 20, 2021

7 to 13 Transactions 5 to 6 Transactions 3 to 5 Transactions

EcoR1 Capital Avoro Capital NEA Quan Capital Fairmount Funds

Farallon Capital Bain Capital Northpond Ventures Sands Capital Management Flagship Pioneering

GV Catalio Capital Osage University Partners SR One Capital Forbion Capital Partners

Vivo Capital Eventide Pontifax Temasek F-Prime Capital

Wellington Management LifeSci Venture Suvretta 5AM Ventures Gilde Healthcare

Arch Venture Partners Nextech Invest Tekla Capital Abingworth GT Healthcare

Eli Lilly PFM Health Sciences Versant Ventures Acorn Bioventures Intermediate Capital

Octagon Capital Advisors SoftBank ArrowMark Partners Agent Capital Lundbeckfonden Ventures

Deerfield Management TCG Crossover Leaps by Bayer Aisling Capital Lux Capital Management

Foresite Capital Vida Ventures Bristol-Myers Squibb Ally Bridge Group LYFE Capital

Omega Fund Management Woodline Partners CHI Advisors LLC Alta Partners LP M Ventures

Polaris Partners Access Biotechnology Cowen Healthcare Altium Capital Marshall Wace LLP

Ridgeback Capital aMoon Fund Emerson Collective LLC Apeiron Investment Group Novartis Venture Funds

Viking Global Investors CaaS Capital Gilead Asymmetry Capital Parian Global Management

Acuta Capital Partners Franklin Templeton Khosla Ventures Atlas Venture Pavilion Capital

Adage Capital JJDC MPM Capital Atlas Venture L.P. PBM Capital

Novo Holdings Longitude Capital Oxford Innovation CAM Capital Peter Thiel

Soleus Capital Menlo Ventures Presight Capital Commodore Capital Pfizer Ventures

Venrock Partners Mirae Asset Capital Pura Vida Investments Driehaus Capital Pivotal BioVenture

Avidity Partners Monashee Qiming Venture Partners EDBI Point72 Ventures


16

Does Crossover Participation in a Private Round Help a Company to Get Public?

Size of Last Private Round(4 to 18 months ago) Total Rounds

Percent of All Companies that Later

Went Public

Number of Crossover

Rounds

Percent of Crossover

Companies that Later

Went PublicOther Types of

Rounds

Percent of Non-

Crossover Companies that Later

Went Public

> $500mm 8 50.0% 5 80.0% 3 0%

$150mm to 500mm 35 51.4% 23 56.5% 12 42%

$75mm to 150mm 151 31.1% 88 39.8% 63 19%

$50mm to 75mm 115 13.9% 37 37.8% 78 3%

$25mm to 50mm 175 6.9% 20 15.0% 155 6%

Grand Total 484 20.0% 173 39.9% 311 9%

Average Private Round Size $82 million $112 million $66.6 million

Likelihood of Going Public of Cohort of Life Sciences Companies that Did a Private Round between June 2020 and March 2021 (includes going public via IPO, SPAC or Reverse Merger)

Source: Torreya analysis and records, CapitalIQ and Crunchbase. Life sciences universe globally included. Transactions under $25mm excluded.

1. Not surprisingly, companies that carried out a crossover round were four times more likely to go public than those that did not.

2. Companies that carried out a crossover financing had rounds that averaged $112 million in size versus $66.6 million for non-crossover rounds.

3. Companies that carried out rounds that were under $75 million in size were much less likely to go public than companies with larger rounds.

Key Observations:


17

June 2021 Biopharma IPOs Listed in the US

IPO Pricing Date Target/Issuer Stage – Therapeutic Area

Last Round a Crossover Financing?

Pre-Money of Last Private

Financing ($mm)

Size of Last Private Round ($mm)

Time from Last

Round to IPO (days)

IPO DealSize

($mm)

Valuation Step up from Last

Private Round

06/25/2021 Phase 1 - rare disease Yes $104 $151 106 $238 2.70x

06/24/2021 Phase 2 - oncology Yes $71 $65 226 $100 1.95x

06/24/2021 Phase 2 - neuroscience Yes $374 $125 84 $160 1.30x

06/23/2021 Preclinical - oncology Yes $126 $95 103 $222 1.81x


06/17/2021 Preclinical - cardiology Yes $267 $94 155 $224 1.68x



06/17/2021 Phase 2 - neuroscience No $726 $157 106 $225 1.55x

06/16/2021 Preclinical - cardiology No $2,010 $493 458 $425 1.48x


Source: Company press releases, SEC Form S-1 and F-1 filings, Torreya calculations. Deals where less than $50 million was raised were excluded.


18

April and May 2021 Biopharma IPOs Listed in the US

IPO Pricing Date Target/Issuer Stage – Therapeutic Area

Last Round a Crossover Financing?

Pre-Money of Last Private

Financing ($mm)

Size of Last Private Round ($mm)

Time from Last

Round to IPO (days)

IPO DealSize

($mm)

Valuation Step up from Last

Private Round

05/27/2021 Phase 3 - renal Yes $519 $245 118 $330 1.82x


05/06/2021 Phase 3 - renal Yes $204 $115 226 $150 1.73x


04/29/2021 Preclinical - vaccines Yes $261 $125 43 $111 1.21x


04/22/2021 NDA - neuroscience No $96 $68 868 $80 1.29x



04/08/2021 Phase 3 - GI Yes $91 $55 175 $147 2.95x


Source: Company press releases, SEC Form S-1 and F-1 filings, Torreya calculations. Deals where less than $50 million was raised were excluded.


19

Observations on IPOs and Crossover InvestorsThe presence of crossover investors is consistently associated with better valuation step-ups and better after-market performance

Q2 20212014

0

0.5

1

1.5

2

2.5

Step-up Multiple from Last Round into IPO Valuation – Q2 2021

With CrossoverInvestors

Without CrossoverInvestors

2.0x

1.3x

Bruce Booth wrote an article on crossover investors in the life sciences and noted that in 2014 the presence of these investors was associated with:1. Higher pre-money valuations2. Higher step-up multiples from last round to IPO

and3. Better post-IPO performance

In 2021, the second and third observations hold as they did in 2014. Valuation step-ups were higher with crossover investor involvement in Q2 2021. While not shown (and data are limited), post-IPO performance was also significantly better. We should note, however, that of the 22 biotech IPOs in the U.S. in Q2 2021 only 3 did not use crossover investors in their rounds. Two of these employed family office investors and one went with traditional VC’s from its prior round. The shares of the latter company are down more than 60% since deal pricing. Because the two deals with family office investors came out with high IPO valuations (ATAI and Lyell) we are not able to say that the crossover format is associated with higher valuations.Source: www.forbes.com/sites/brucebooth/2014/11/07/the-biotech-cross-over-phenom-

biomarker-of-quality/

Source: Torreya analysis of S-1/F-1 filing data.


http://www.forbes.com/sites/brucebooth/2014/11/07/the-biotech-cross-over-phenom-biomarker-of-quality/

20

Benefits to Public Investors of Participating in a Crossover Round

Knowledge. Investors thrive on understanding of complex subject matter in the life sciences. Numerous investors cited the ability to learn about a company and its area with a CDA in place as the top reason for participating in crossovers. Investors have noted that traditional IPO marketing processes, particularly during the pandemic, leave precious little time to really under the merits of an investment.

Speed and Certainty. Traditionally crossover investments have involved making illiquid investments that can be outstanding for years at a time. But the median time from last round to IPO pricing in 2021 has been 125 days. Because most IPOs take eight months from start to finish, these rounds are taking place inside the IPO window and thereby are relatively low risk.

Access and Return. While crossover rounds involve higher illiquidity than public investments they offer public investors relatively low risk step-ups from IPOs – hence excellent returns, on average. Importantly, it is often difficult to accumulate positions in high quality companies even after an IPO. Thus, the pre-IPO round facilitates building a position.

We have spoken to many crossover investors about the pros and cons of participating in these rounds. The reasons given in favor of participating are as follows:


21

Comparison of Approaches to Going Public

Traditional IPO SPAC Merger Reverse Merger

Description Go public through an S-1 filing and marketed saleGoing public through merger and S-3 filing. Target is a special purpose acquiror with no

operating history

Going public through merger and S-3 filing / proxy statement. Target is an operating company

Pros

• Public biotech valuations are at peak levels

• Ability to conduct advance investor marketing

• Optionality in filing publicly and launching roadshow

• Investor base comprised of Top Tier institutional investors

• Coverage by market-leading equity research analysts

• Aftermarket trading and liquidity support from UW syndicate

• IPO process may also catalyze pre-emptive strategic interest

• Path to long-term liquidity for existing shareholders

• Consideration and structure determined at deal signing

• SPAC incentivized to complete a transaction –provides target shareholders leverage in negotiation

• Higher potential for shareholder liquidity

• Substantially faster timetable to closing compared to IPO

• SPAC sponsor may bring ancillary benefits to target company (experience, credibility, connections, etc.)

• Can capture cash at a target firm

• Avoids some costs of IPO

• Can be synergies with existing programs / management teams

• Can be “hidden assets” in target firm

Cons

• Generally executed in stable market environments (VIX < 25)

• Typically, 20-week process (however, Piper experience plus sponsor commitment may accelerate this timetable)

• Market-based pricing mechanism

• Potential future dilution to SPAC / Sponsor from warrants

• Deal subject to SPAC shareholder vote

• Risk SPAC shareholders approve deal but redeem their cash preventing purchase price from being funded; sponsor may backstop

• Punitive failed deal consequences – proxy statement and financials are public, yet target remains private

• May have longer-term Lock-up provisions

• Typically, a non-fundamental investor base

• Limited equity research coverage or institutional investor awareness

• Limited aftermarket trading & liquidity support

• Limited track record for successful life sciences transactions

• Not easy to get a “good deal” versus an IPO

• Lack of sponsorship from either an investor or an investment bank

• Integration cost could be significant

• Historically, reverses associated with poor post merger returns

• Torreya study shows median 1-year market-adjusted return following a reverse merger of -33% and -59% by year 2

Time to Completion 7 to 9 months 3 months 4 to 6 months

Years of Audited

Financials Needed3 years 2 years 2 years


22

About Torreya


23

Torreya is a Global Healthcare Investment Banking Firm

We are known for:

• Deep RelationshipsWe have strong personal

relationships across the

pharmaceutical and

healthcare sectors.

• Operating PerspectiveMany of our senior

colleagues come from

industry and bring decades

of experience.

• Deal ExcellenceTorreya is known as a firm

that gets tough deals done.

Our team is skilled in highly

structured transactions.

• Healthcare FocusOur healthcare focus spans

pharma, biotech,

bioproduction, pharma

services, physician services

and HCIT.

$1.05 billionJune 2017

$225 millionSeptember 2020

Up to $470 millionJanuary 2015

$203 millionMarch 2017

Acquisition of generics business of

Acquisition of

Sale of FXR program toSale of

Intrathecal business to

Generic Pharma Specialty Pharma

Asset Sale / BiotechDivestiture /

Specialty Pharma

Mergers & Acquisitions

Licensing, Asset Sales & JVs

Growth Equity, Structured Financings &PE Recaps

December 2019

License of NOV03 in North America to

Licensing / Biotech

Up to $306 millionJanuary 2020

License of Navicixizumab to

Licensing / Biotech

$50 MillionDecember 2018

JV Partnershipin China with

JV / Specialty Pharma

Representative Transaction Work

$106 million + milestonesMarch 2021

Specialty Pharma

Sale of 100%equity stake to

$1.5 billionOctober 2020

Advisor in its merger with

Biotech

Pending

Sale to

Specialty Pharma

We have over 50 employees working from offices in New York, London and Mumbai

$125 million

September 2018

$104 million

May 2021

€44.5 million

October 2020

Equity / Biotech

$200 million

February 2021

$125 million

April 2019

Sale of majority stake toDebt recapitalization &

acquisition of NextWave Pharmaceuticals from

Growth Equity / Pharma Services

PE Recap / Generics

Series E equity financing

Debt / Specialty Pharma

Equity financing round

Growth Equity / Diagnostics

Equity investment from


24

• We cover Latin America, South Africa and

parts of Asia through affiliate relationships

• 3 people cover Japan and China in partnership

with local advisory firms

Torreya: Global Presence With 50+ Professionals Focused on the Life Sciences Sector

London

New York

Mexico City

Rio de Janeiro

Riyadh

Hong Kong

Tokyo

Mumbai

Shanghai

Beijing

Moscow

TORREYA

AFFILIATE RELATIONSHIP*

• 34 people based in New York

• 11 people based in London

• 5 people based in Mumbai

• 1 person in Tokyo

* Key affiliate partners are Kybora in Africa and MidEast; Novus Capital in Russia; Natixis in China and Korea; Panarea in Latin America; and GCA in Japan.

• Life Sciences advisory in

North America, Europe

and Asia

• Focused on strategic

transaction and financing

transactions

• M+A: Corporate &

asset-level

• Royalty monetizations

• Licensing

• Acquisition financing

• Recapitalizations

• Structured Debt

• Equity Financings

Seoul


25

Strong Capabilities in Arranging Private Equity Capital Raises

Successful Execution of Private Equity Markets Transactions

$104 million

May 2021

Crossover Pre-IPO Financing Round

$200 million

February 2021

Equity investment from

Venture Raises in Principal Investments

$15 million

January 2019

Series A Convertible Preferred

Equity Placement

$14 million

Pending

Equity Capital Raise

$6 million

March 2021

Series A Private Equity Raise

$100 million

September 2020

Series B Crossover Equity Raise

Torreya’s team takes on selective equity capital raises for venture stage and growth stage companies and has strong capabilities to place

shares among crossover investors, family offices, private equity groups and venture funds. Our team maintains relationships with several

hundred investors worldwide. In addition, Torreya has an active principal investments area which does not act as placement agent in raises on

its own but has supported a number of recent financings in companies started by Torreya.

$68 million

May 2020

Disposal of stake in

$15 million

August 2020

Registered direct common equity offering

€44.5 million

October 2020

Equity financing round

$30 million

October 2020

Investor Advisor in Series C

Private EquityPlacement

February 2020

Investment by

$125 million

April 2019

Sale of Equity stake to


26

Disclaimer

This presentation may not be used or relied upon for any purpose other than as specifically

contemplated by a written agreement with Torreya. This publication has been prepared for general

guidance on matters of interest only and does not constitute professional advice. You should not act

upon the Information contained in this publication without obtaining specific professional advice. The

information used in preparing these materials was obtained from or through public sources. Torreya

assumes no responsibility for independent verification of such information and has relied on such

information being complete and accurate in all material respects. No representation, warranty or

undertaking, express or implied, is made and no responsibility is accepted by Torreya as to or in

relation to the accuracy or completeness or otherwise of these materials or as to the reasonableness

of any other information made available in connection with these materials (whether in writing or

orally) to any interested party (or its advisors). Torreya will not be liable for any direct, indirect, or

consequential loss or damage suffered by any person as a result of relying on any statement

contained in these materials or any such other information. None of these materials, the information

contained in them, or any other information supplied in connection with these materials, will form the

basis of any contract. To the extent such information includes estimates and forecasts of future

financial performance (including estimates of potential cost savings and synergies) prepared by or

reviewed and discussed with the managements of the Company and/or other potential transaction

participants or obtained from public sources, we have assumed that such estimates and forecasts

have been reasonably prepared on bases reflecting the best currently available estimates and

judgments of such managements (or, with respect to estimates and forecast obtained from public

sources, represent reasonable estimates). There is no guarantee that any of these estimates and

projections will be achieved. Actual results will vary from the projections and such variations may be

material. Nothing contained herein is, or shall be relied upon as, a promise or representation as to the

past or future. Torreya expressly disclaims any and all liability relating or resulting from the use of this

presentation. Torreya assumes no obligation to update or otherwise review these materials. These

materials have been prepared by Torreya and its affiliates and accordingly information reflected or

incorporated into these materials may be shared with employees of Torreya and its affiliates and

agents regardless of location. This presentation speaks only as of the date it is given, and the views

expressed are subject to change based upon a number of factors, including market conditions.

Distribution of this presentation to any person other than the recipient is unauthorized. This material

must not be copied, reproduced, distributed or passed to others at any time without the prior written

consent of Torreya. This presentation has been prepared solely for informational purposes and is not

to be construed as a solicitation or an offer to buy or sell any securities or related financial instrument.

You should not construe the contents of this presentation as legal, tax, accounting or investment

advice or a recommendation. Torreya does not provide any tax advice. Any tax statement herein

regarding any U.S. federal or other tax is not intended or written to be used, and cannot be used, by

any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to

support the marketing or promotion of the transaction(s) or matter(s) to which the statement related.

Each taxpayer should seek advice based on the taxpayer's particular circumstances from an

independent tax advisor. This presentation does not purport to be all-inclusive or to contain all of the

information that the Company may require. No investment, divestment or other financial decisions or

actions should be based solely on the information in this presentation.

The distribution of these materials in certain jurisdictions may be restricted by law and, accordingly,

recipients represent that they are able to receive this memorandum without contravention of any

unfulfilled registration requirements or other legal restrictions in the jurisdiction in which they reside or

conduct business. By accepting these materials, the recipient agrees to be bound by the foregoing

limitations. Insofar as these materials originate in the United Kingdom or are capable of having an

effect in the United Kingdom (within the meaning of section 21 of the Financial Services and Markets

Act 2000) they are directed only at classes of recipient at whom they may lawfully be directed without

contravening that section or any applicable provisions of the Conduct of Business Sourcebook of the

Financial Conduct Authority, including persons of a kind described in Article 19 (Investment

professionals) or Article 49 (High net worth companies, unincorporated associations etc.) of the

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and are not

intended to be distributed or passed on, directly or indirectly, to or relied or acted on, by any other

class of persons. Torreya (Europe) LLP, which is authorised and regulated in the United Kingdom by

the Financial Conduct Authority, is not acting for you in connection with any potential transaction(s)

described in these materials and thus will not be responsible for providing you the protections

afforded to clients of Torreya (Europe) LLP or for advising you in connection with any potential

transaction(s) as described in these materials except and unless subject to a subsequent specific

written agreement relating to such potential transaction(s) between you and Torreya (Europe) LLP.

Torreya (Europe) LLP is authorised and regulated by the Financial Conduct

Authority. Securities offered in the United States are offered through Torreya

Capital LLC, Member FINRA/SIPC.


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