BenevolentAI SPAC Presentation Deck

Made public by

sourced by PitchSend

12 of 45

Category

Healthcare

Published

December 2021

Slides

Transcriptions

#1PIPE Investor Presentation December 2021 ODYSSEY Benevolent ACQUISITION#2Presentation Disclaimer For the purposes of this notice, this confidential document (the "Presentation") that follows shall mean and include the slides that follow this notice, the oral presentation of the slides by members of management of Odyssey Acquisition S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg ("Odyssey") or BenevolentAl Limited, a private company registered in England (the "Company") or any person on their behalf, the question-and-answer session that follows that oral presentation, hard copies of this document and any materials distributed at, or in connection with, that presentation. By attending the meeting where the oral presentation is made, or by reading the Presentation, you will be deemed to have: (i) agreed to the following limitations and notifications and made the following undertakings; and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of this Presentation. This Presentation is provided in confidence. By accepting this Presentation, and in consideration of it being made available to recipients, each recipient agrees to keep strictly confidential the information contained in it and any information otherwise made available by Odyssey or the Company, whether orally or in writing. This Presentation has been provided to each recipient solely for their information, and may not be reproduced, copied, published, distributed or circulated to any third party, in whole or in part, without the express prior written consent of Odyssey and the Company. This Presentation is intended solely for investors that are qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), institutional accredited investors (as defined in Rule 501 under the Securities Act) and eligible institutional investors outside the U.S. and has been prepared for the purposes of familiarizing such investors with a potential private placement of securities in connection with the potential business combination between Odyssey and the Company and any related transactions (collectively, the "Proposed Transactions") and for no other purpose. The release, reproduction, publication or distribution of this Presentation, in whole or in part, or the disclosure of its contents, without the prior consent of Odyssey and the Company is unlawful and prohibited. Persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. By accepting this Presentation, each recipient agrees: (i) that the information included in this Presentation is confidential and may constitute material non-public information, (ii) to maintain the confidentiality of all information that is contained this Presentation and not already in the public domain, and (iii) to use this Presentation for the sole purpose of evaluating Odyssey, the Company and the Proposed Transactions. This Presentation is not, and should not be construed as, a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), and does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase shares and/or securities of Odyssey or the Company, and nothing contained herein shall form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever, in particular, it must not form the basis of any investment decision. In addition, this Presentation is being furnished on a confidential basis in the European Economic Area to a limited number of "qualified investors" (as defined in the Prospectus Regulation) and, in the United Kingdom, to "qualified investors" (as defined in Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "U.K. Prospectus Regulation")), that are also (i) persons having professional experience in matters relating to investments that fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"); or (ii) high net worth entities or other persons falling within Article 49(2)(a) to (e) of the Order. In any European Economic Area ("EEA") Member State or in the United Kingdom, this Presentation is not addressed to and is not directed at any retail investor in the EEA or the United Kingdom. For these purposes, the expression "retail investor" means: (A) in an EEA Member State, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; and (B) in the United Kingdom, a person who is one (or more) of: (i) a retail client, as defined point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended) where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the U.K. Prospectus Regulation. This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, consent or approval in any jurisdiction in connection with the Proposed Transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does not constitute either advice a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive subscription agreement and will be made in reliance on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. Odyssey and the Company reserve the right to withdraw or amend for any reason any offering and to reject any subscription agreement for any reason. The communication of this Presentation is restricted by law, in addition to any prohibitions on distribution otherwise provided for herein, this Presentation is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. The contents of this Presentation have not been reviewed by any regulatory authority in any jurisdiction. This Presentation does not purport to be all-inclusive contain all the information that a stakeholder may desire to have in evaluating Odyssey, the Company and the Proposed Transactions. This Presentation is qualified entirely by reference to Odyssey's the Company's publicly disclosed information. No representation or warranty, express or implied, is made or given by or on behalf of Odyssey, the Company or any of their shareholders, directors, officers, agents, employees or advisers as to the accuracy, reliability, completeness or fairness of the information, opinions or forward-looking statements contained in this Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any recipient and liability therefore is expressly disclaimed. Accordingly, none of Odyssey, the Company or any of their shareholders, directors, officers, agents, employees or advisers take any responsibility for, or will accept any liability whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in respect of, the accuracy or completeness of the information or for any of the opinions contained herein or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this Presentation. In furnishing this Presentation, neither Odyssey nor the Company undertake or agree to any obligation to provide stakeholders with access to any additional information or to update this Presentation or to correct any inaccuracies in, or omissions from, this Presentation that may become apparent. The information and opinions contained in this Presentation are provided as at the date of this Presentation. The contents of this Presentation are not to be construed as legal, financial or tax advice. Each stakeholder should contact his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. To the extent available, the data contained in this Presentation has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While Odyssey and the Company believe that each of these publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In addition, certain of the data contained in this Presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the estimates or research contained i this Presentation.. Forward-looking statements. Certain information contained in this Presentation, including any information as to the Company's strategy, plans or future financial or operating performance constitutes "forward-looking statements". All statements contained in this Presentation that do not relate to matters of historical fact should be considered forward-looking statements, and these forward-looking statements can be identified by the use of terminology such as, "aims", "anticipates", "assumes", "believes", "budgets", "could", "contemplates", "continues", "estimates", "expects", "intends", "may", "plans", "predicts", "projects", "schedules", "seeks", "shall","should", "targets", "would", "will" or, in each case, their negative or other variations or comparable terminology. Forward-looking statements appear in a number of places throughout this Presentation and include, but are not limited to, express or implied statements relating to: the Company's business strategy and outlook; the Company's future results of operations; the Company's future financial and market positions; the Company's margins, profitability, cash, borrowings and prospects; expectations as to the Company's future growth; the Company's plans with respect to capital expenditure; general economic trends and other trends in the industry in which the Company operates; the impact of laws and regulations on the Company and its operations; and the competitive environment in which the Company operates. By their nature, forward-looking statements are based upon a number of estimates and assumptions that, whilst considered reasonable by the Company are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those indicated, expressed or implied in such forward-looking statements. Forward-looking statements are not guarantees of future performance. Any forward-looking statements in this Presentation reflect the Company's current view with respect to future events and are subject to certain risks relating to future events and other risks, uncertainties and assumptions. The forward-looking statements contained in this Presentation reflect knowledge and information available as of the date of preparation of this Presentation. The Company and its directors expressly disclaim any obligations or undertaking to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, unless required to do so by applicable law or regulation. Nothing in this Presentation should be construed as a profit forecast. The information contained in this Presentation is not an offer to sell or a solicitation of an offer to purchase interests i any company or a related entity, nor is it intended to provide, and should not be relied on for, investment, tax, legal or financial advice. Certain financial data included in the Presentation may consist of "non-IFRS financial measures", which may not be comparable to similarly-titled measures as presented by other companies, nor should they be considered as an alternative to the historical financial results or other indicators of the Company's cash flow based on IFRS. Even though the non-IFRS financial measures are used by management to assess the Company's financial position, financial results and liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools, and the recipients should not consider them in isolation or as a substitute for analysis of the Company's financial position or results of operations as reported under IFRS. AstraZeneca's intention to make an equity investment is an indication and not a binding agreement or commitment to purchase and therefore AstraZeneca could determine to purchase more, less or no shares, or we could determine to sell more, less or no shares to AstraZeneca. Neither this offering nor AstraZeneca's equity investment are contingent upon one another.#3Any investment in Odyssey or the Company involves numerous risks and uncertainties related to the Company's business and the Proposed Transactions that may result for investors in a partial or total loss of their investment. The following is a non-exclusive selection of key risks that, alone or in combination with other events or circumstances, could have a material adverse effect on the Company's business, financial condition, results of operations and prospects as well as the Proposed Transactions. Investors should read, understand and carefully consider the risks and uncertainties described below. This summary is not comprehensive and the below key risks are subject to change. An additional discussion of the risks and uncertainties of the Company and the Proposed Transaction will be included in under the heading "Risk Factors" contained in the circular and prospectus in connection with the proposed business combination. Risks Related to the Company's Business and Industry 1. 2. 3. 4 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. Risk Factors 23. We have a history of significant operating losses, and we expect to incur losses over the next several years. Our operating history and business model may make it difficult for you to evaluate the success of our business to date and to assess our future viability, which may depend on us obtaining additional capital, which might not be available on economically acceptable terms, or at all. Our interim and annual results may fluctuate significantly, which could adversely impact the value of our shares. We have no products approved for commercial sale, our revenues to date have been derived from a single source and it may take several years before we generate revenue from product sales, if at all. If we and our present and future collaborators are unable to successfully develop and commercialise drug products, our revenues may be insufficient for us to achieve or maintain profitability. All of our drug candidates are in early-stage preclinical development or in clinical development. If we are unable to advance our drug candidates through clinical development, to obtain regulatory approval and ultimately to commercialise our drug candidates, or if we experience significant additional costs or significant delays in doing so, our business, financial condition, results of operations and prospects will be materially harmed. We are substantially dependent our technology platform to identify promising drug targets to accelerate drug discovery and development. Our platform technology may fail to discover and design molecules with therapeutic potential or may not result in the discovery and development of commercially viable products for us or our collaborators. If we cannot maintain existing partnerships, including data partnerships, and/or enter into new partnerships or similar business arrangements, our business could be adversely affected. We face substantial competition, which may result in others discovering, developing or commercialising products before or more successfully than we do, requiring us to rapidly adapt our approach to significant technological change and respond to the introduction of new products and technologies to remain competitive. We contract with third parties, including, but not limited to, a number of contract research organisations ("CROS"), site providers, laboratory testing service providers, and universities for assay and experimental work for all of our drug programmes, including where applicable the manufacture of our drug candidates for preclinical development and clinical testing, and expect to continue to do so for commercialisation. This reliance on third parties increases the risk of non-performance or delay to some or all of our drug programmes, or that we will not have sufficient quantities of our drug candidates or products or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialisation efforts. Because we have multiple programmes and drug candidates in our development pipeline, we may expend our limited resources to pursue a particular drug candidate and fail to capitalise on development opportunities or drug candidates that may be more profitable or for which there is a greater likelihood of success. Clinical development involves a lengthy and expensive process with uncertain outcomes. If our preclinical studies and clinical trials are not sufficient to support regulatory approval of any of our drug candidates, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development of such drug candidate. If we are unable to obtain, maintain, enforce and protect patent or other intellectual property right protection for our technology and drug candidates or if the scope of such protection obtained is not sufficiently broad, our competitors could develop and commercialise technology and products similar or identical to ours, and our ability to successfully develop and commercialise our technology and drug candidates, as well as the value of our brand and our business, may be adversely affected. Our internal information technology systems, or those of our third-party vendors (including providers of cloud-based infrastructure), contractors or consultants, may fail or suffer security breaches, loss or leakage of data and other disruptions, which could result in a material disruption of our services, compromise sensitive information related to our business, or prevent us from accessing critical information, potentially exposing us to liability or otherwise adversely affecting our business. If we fail to comply with our obligations under any our existing intellectual property licence agreements and data licensing agreements or under any future such agreements, or otherwise experience disruptions to our business relationships with our current or any future licensors, we could lose intellectual property rights (including access to data) that are important to our business. We make use of the UK's small and medium sized enterprises research and development tax relief regime, through which we have obtained cash tax credits from Her Majesty's Revenue & Customs ("HMRC"). HMRC could seek to challenge the historical cash tax credits paid, or a change of law or our circumstances could restrict our ability to claim additional such cash tax credits. Current and future healthcare and artificial intelligence legislative reform measures may have a material adverse effect on our business and results of operations. Regulatory authorities may implement additional regulations or restrictions on the development and commercialisation of our product candidates. Such changes can be difficult to predict, may require significant systems changes, divert the attention of our personnel, subject us to additional liabilities and may adversely adversely affect our business. Compliance with stringent and evolving global privacy and data security requirements could result in additional costs and liabilities to us or inhibit our ability to collect and process data globally, and the failure to comply with such requirements could subject us to significant fines and penalties, which may have a material adverse effect on our business, financial condition or results of operations. The effects of health epidemics, including the ongoing COVID-19 pandemic, in regions where we, or the third parties on which we rely, have business operations could adversely affect our business, including our preclinical studies and clinical trials, as well as the business or operations of our CROS or other third parties with whom we conduct business. Our current and future clinical trials or those of our current or future collaborators may reveal significant adverse events not seen in our preclinical or nonclinical studies and may result in a safety profile that could inhibit regulatory approval or market acceptance of any of our future drug candidates. Interim, "topline" and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data becomes available and are subject to audit or verification procedures that could result in material variations in our final data. If we experience delays or difficulties in the enrolment of patients and/or provision of medical data in clinical trials, our receipt of necessary regulatory approvals could be delayed or prevented. Benevolent 3#4Risks Related to the Proposed Transactions Odyssey and the Company will be subject to business uncertainties and contractual restrictions while the proposed business combination is pending. Odyssey and the Company will incur significant transaction and transition costs in connection with the proposed business combination. Odyssey's sponsor and certain of its directors and officers have interests in the proposed business combination that are different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the proposed business combination. Odyssey's sponsor holds a significant number of shares of Odyssey's securities, and their entire investment will be lost if the proposed business combination is not completed. Odyssey's sponsor and its directors or officers or their affiliates may elect to purchase shares from public shareholders, which may influence a vote on the proposed business combination and reduce Odyssey's public float. Odyssey does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Odyssey and the Company to complete the proposed business combination with which a substantial majority of Odyssey's shareholders do not agree. Warrants will become exercisable for Odyssey's ordinary shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to Odyssey's shareholders. The ability of Odyssey's ordinary shareholders to exercise redemption rights with respect to a large number of shares could deplete Odyssey's trust account prior to the proposed business combination and thereby diminish the amount of working capital of the combined entity. Goldman Sachs International and J.P. Morgan AG and its or their affiliates (the "Placement Agents") are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) and there may be situations where the Placement Agents and/or its or their clients either now have or may in the future have interests, or take actions, that may conflict with Odyssey's or the Company's interests. For example, the Placement Agents have in the past and may, in the ordinary course of business, engage in trading in financial products or undertake other investments for their own account or on behalf of other clients, including, but not limited to, trading in or holding long, short or derivative positions in securities, loans or other financial products of Odyssey, or other entities connected with the Proposed Transactions. Goldman Sachs International is both acting as a Placement Agent in this proposed private placement of securities and as financial advisor to the Company in connection with the proposed business combination, and a potential conflicts of interest, or a perception thereof, may arise as a result of such relationships. Odyssey has not obtained a third-party valuation or fairness opinion in determining whether or not to proceed with the proposed business combination. As Odyssey may migrate its tax residence to the UK prior to closing the proposed business combination, Odyssey may be subject to both the Luxembourg and UK corporate and tax regimes over the coming accounting periods, which could create a conflict in approach to cross-border and domestic compliance. Odyssey may be adversely affected by amendments to the corporate laws, tax laws or accounting policies of either or both of these jurisdictions, which may also have retrospective effect and implemented unexpectedly. Future tax audits and other investigations conducted by the competent tax authorities in Luxembourg or the UK in respect of Odyssey's residence could result in the assessment of additional taxes, including corporate income taxes and withholding taxes. Odyssey's entitlement to treaty benefits under the 1967 Luxembourg-UK Double Taxation Convention (as modified by the Multilateral Instrument) (the "Treaty") may be withdrawn or the Treaty may be amended. The materialization of any of these risks could have a material adverse effect on our business, net assets, financial condition, cash flows or results of operations. 123 4. 5. 6. 7. 8. 9. 10. Risk Factors 11. 12. Benevolent 4#5Odyssey Acquisition - BenevolentAl's long-term partner Experienced and highly complementary team... Michael Zaoui - Chairman Founding Partner of Zaoui & Co 30+ years of M&A experience at Morgan Stanley (former Vice-Chairman) and Zaoui & Co Yoël Zaoui - co-CEO Found Partner of Zaoui & Co 30+ years of M&A experience at Goldman Sachs (former co-Head of Global M&A) and Zaoui & Co Jean Raby - co-CEO 30+ years as senior executive, banker and lawyer Former CEO of Natixis IM, CFO Alcatel-Lucent, Head investment banking Goldman Sachs FraBenelux and co-CEO of Russia and NY attorney (Sullivan & Cromwell) Dr. Olivier Brandicourt - Healthcare expert Senior Advisor at Blackstone Life Sciences ▪ 40+ years of Healthcare experience including as CEO of Sanofi-Aventis Michel Combes - Technology expert President of SoftBank Group International 35+ years of TMT experience including as CEO of Alcatel Lucent and Sprint . ZAOUI& Morgan Stanley ZAOUI& Goldman Sachs A Alcatel-Lucent Blackstone BAYER NATIXIS VESTMENT MANAGERS Goldman Sachs SoftBank Grap SANOFI Pfizer Alcatel-Lucent altice Sprint to support BenevolentAl's development over the long-run Deep Expertise and Leadership Experience in both Pharma and Technology ▪ Substantial experience leading pharma and technology companies through the various stages of their corporate lives . Well established track-record for value creation in pharma and technology through operational leadership and growth acceleration 2 Strong Financial and Deal-making Capabilities Long track-record advising companies on financial and capital markets matters Unique deal-making know-how focused on long-term strategic success and value maximisation ■ ■ 3 Extensive Network of Relationships Key strategic relationships with business leaders and corporate executives in pharma and technology Strong credibility with investors and demonstrated ability to attract capital . 4 Significant Long-Term Financial Commitment to BenevolentAl €300m capital raised to fund BenevolentAl's next stage of growth Significant financial investment from Odyssey's sponsors supporting their long-term commitment ▪ Two of Odyssey's sponsors to join BAI's Board of Directors I Benevolent 5#6Why BenevolentAl is the right fit for a combination with Odyssey Acquisition 2 4 Al-augmented drug discovery is at an inflection point, with the space increasingly a strategic area of focus for established Pharma companies. As one of the industry leaders, BenevolentAl is uniquely positioned to benefit from this paradigm shift BenevolentAl's platform has a proven track-record for tangible results and discoveries 3 • Identified PDE10 as an entirely novel target for the treatment of Ulcerative Colitis plus taken Atopic Dermatitis programme into clinic • Successfully identified Eli Lilly's Baricitinib as treatment for COVID-19 - now FDA Approved • Collaborating with AstraZeneca which has yielded first novel Al-generated target into AZ portfolio for CKD in January 2021 LO BenevolentAl combines a revolutionary Al-based drug discovery platform with advanced pharmaceutical development capabilities • Scientifically and commercially validated Al platform exploits a vast set of data points to identify truly novel drug targets across therapeutic areas and with a particular focus on complex diseases with material medical need • Advanced laboratory capabilities help move programmes faster, and generate data at scale for continuous innovation BenevolentAl benefits from a highly versatile, diversified and de-risked business model combining multiple therapeutic areas with the ability to develop in-house, to out-license or to collaborate with partners on new drug discovery and commercialisation BenevolentAl is led by an experienced management team with an outstanding track record in healthcare and technology, supported by industry-leading Board members and scientific advisors The investment opportunity represents an attractive value proposition with significant upside as evidenced by the extensive pipeline of drug candidates and the platform's potential Benevolent 6#7Our mission: Uniting human and artificial intelligence to discover new ways to treat disease BenevolentAl is at the forefront of a revolution in drug discovery and development As biomedical research and data expand exponentially, the opportunity emerges to understand biology better • We combine advanced Al and machine learning with cutting edge science to decipher complex disease biology and discover optimum therapeutic interventions#8Drug development is failing patients Expensive & high risk $160bn+ spent per year on drug R&D $2.6bn in average R&D and to market cost per drug OS- Overall Survival 96% overall failure rate in drug development The human body is an incredibly complex information system (made up of over 37 trillion cells) Long R&D cycles 10 years to market 9,000 diseases with no effective treatment The underlying mechanisms of complex multifactorial diseases are often misunderstood Poor efficacy & high societal cost Leading drugs effective on 30-50% of patients Approved cancer drugs have poor response rates, with only 7% showing an OS advantage Scientists can't possibly keep up with exponential growth of biomedical research and data (2,314 exabytes of healthcare data generated last year alone) Gaining a clear understanding of the underlying molecular mechanisms based on the totality of available biomedical data is a vital step in the development of successful and efficacious treatments Benevolent 8#9ABOUT Benevolent Founded in 2013. Offices in London, NYC and laboratories in REA Cambridge UK. Full molecular biology, medicinal chemistry and in vivo pharmacology capabilities for in house experimentation. 300 World-class scientists & technologists PIPELINE 20+ Platform Generated Disease Programmes ≈50% Advanced degrees Ph.D or M.D 40% Data Science, Software Engineering & Automation 35% Biology, Chemistry & Development ✓ Atopic Dermatitis asset in Phase I ✔ Novel target for UC asset in IND-enabling studies ✔ Novel target selected by AstraZeneca as part of successful collaboration in CKD ✔ Al-driven drug repurposing hypothesis led to FDA approval of Eli Lilly drug for COVID-19; 38% reduction in mortality 3 Scientifically-validated Al Platform and R&D engine from TargetID to clinical development Platform and Knowledge Graph leverage a wealth of peer-reviewed research and diverse biomedical data to build a broad spectrum of evidence defining complex disease biology 7 years investment in data curation, AI/NLP relationship extraction, models development result in generation of proprietary insights at significant scale. Data introspection tools deliver multi-factorial analysis and perform real-time in-silico experimentation to validate targets Industry-unique approach drives higher confidence decisions downstream and accelerates the development of de-risked novel drug candidates#10Deep tech & scientific leadership Baroness Joanna Shields CEO Aol. Google Mark Davies SVP Informatics & Data inpharmatica EMBL-EBI Dr. Ivan Griffin COO & Co-Founder Genomics england: OXFORD Nikki Robas VP Drug Discovery Pfizer Leadership Dr. Rob Quinn CFO gsk Deloitte. SILENCE THERAPEUTICS Dr. Dave Michalovich VP Precision Medicine gsk inpharmatica Dr. Anne Phelan CSO Pfizer mission therapeutics Dr. Ed Savory VP Chemistry UNIVERSITY O OXFORD Dr. Daniel Neil SVP AI Stanford University accenture ETH Zürich Dr. Bryn Williams-Jones VP Drug Discovery Pfizer Dr. François Nader Chairman NPS Pharma Selected Board Members & Strategic Advisors talaris THERAPEUTICS moderna Sir Nigel Shadbolt Non-Exec Director & Scientific Advisor UNIVERSITY OF OXFORD Dr. John Orloff Non-Exec Director ALEXION MERCK NOVARTIS Prof. Russ Altman Scientific Advisor Stanford University HARVARD UNIVERSITY Dr. Justin Stebbing Scientific Advisor Imperial College London SPRINGER NATURE Prof. Jackie Hunter Non-Exec Director & Scientific Advisor gsk BBSRC Ken Mulvany Founder & Non-Exec Director PROXIMAGEN Scripps Research Ethan Park Non-Exec Director TEMASEK Benevolent 10#11BenevolentAl technology Industry-unique approach enables real-time in-silico experimentation to decipher complex disease biology and drive higher confidence decisions#12How Benevolent Is Revolutionising Drug Discovery Knowledge Built with scientists for scientists Introspection tools enable real-time in-silico experimentation ww High-confidence hypothesis-driven drug discovery The Benevolent PlatformTM is a scientifically-validated computational R&D platform that supports end-to-end Al-enabled drug discovery and development 2 Target Identification Sign Disease Target ↓ Can we treat T2DM by reversing insulin resistance in adipocytes by reducing oxidative stress? Mechanism Precision Medicine Endpoint: What we are measuring in the assay AD Cell type Molecular Design Empowers scientists to: ✔ Decipher complex disease biology ✔ Discover novel targets ✔ Run in-silico experiments in real time ✔ Accelerate the development of drug candidates Make high confidence decisions ✔ Increase the probability of discovering a successful drug Benevolent 12#131 Proprietary knowledge graph, purpose-built for drug discovery The data engine that powers the Benevolent platform COMPREHENSIVE DATA 400m NLP derived relationships 30m structured relationships Literature Scientific Literature Patent Literature Regulatory Documents Pathology Diseases Symptoms Biological Systems Cellular Component Molecular Function Biological Process Mechanism Pathways DIVERSITY OF DATA 85+ data sources used 1bn relationship edges Benevolent Knowledge Graph GROWTH OF DATA 22m additional mechanism connections 14x growth over 12 months Experiments Assay Data (Binding, Omics Comparison, CRISPR Screens) Clinical Trial OMICS Genes Proteins Isoforms Transcripts & Variants Molecules Organic Compounds Preclinical Candidates Approved Drugs Antibodies Other Biologics Pharmacology Pharmacokinetics Uniquely combines public, proprietary & inferred knowledge ✔ 60%+ of the most important information used by our models is Al-derived, proprietary knowledge ✔ Therapeutic area and drug modality agnostic Can be deployed with partners in secure cloud environment Benevolent 13#142 Computational and experimental platform enables novel discoveries and improved decision making PUBLIC DATA PROCESSING & PROPRIETARY DATA NORMALISING DATA Natural Language Processing Named Entity Recognition & Relationship extraction SOD1 mutation causes ALS phenotype in human MNs SOD1 ALS EXTRACTED AND INFERRED DATA Knowledge graph ||||| XX Ơ. User interface tools Experimental assay data enriches the knowledge graph Experimental Validation HYPOTHESIS DRIVEN APPROACH Predictive algorithms Al used to extract and infer new information at scale ✔ Leading COVID-19 treatment identification of baricitinib via customised workflow searching for approved drugs inhibiting cytokine signalling and endocytosis in less than 48hrs ✔ Approach validated in high quality peer publications including Nature ✓ Identified novel target for Ulcerative Colitis which has zero linkage to UC in all of available biomedical literature DEMO Benevolent 14#15Advanced laboratory capabilities help move programmes faster, and generate data at scale for continuous innovation Advanced capabilities and technologies • Fully equipped laboratory facilities; Biology, Chemistry, CMC, DMPK. Highly experienced scientists across all drug discovery disciplines • In-house investment in CRISPR, RNA seq and human IPSC capabilities • Robust and secure data storage capacity . Access to the Babraham Institute Research facility, with state of the art High Content Imaging and FACS capabilities. • CROS and academic collaborations complement and extend internal capabilities Cambridge, The Babraham Institute Campus Experimental capabilities enhance entire drug discovery process • Mechanism selection, Target identification, target triage and experimental validation Refined, model-enabled Design-Make-Test cycle Closing the data loop • Experimental data from hypothesis validation workflows, portfolio projects and disease relevant expression data are integrated back to further enrich the knowledge graph and our representation of human biology Work progresses rapidly from in-silico to in-vitro experimental test ✔ Dynamic experimental feedback loop between scientists & technologists Benevolent 15#163 Precision medicine for more targeted drugs and clinical trials • Diseases are commonly defined by symptoms or location in the body. We take a different approach: find their underlying patient-specific molecular mechanisms or pathways and use from the start of our Target ID process • We detect subgroups of patients by applying machine learning approaches to mining multimodal patient level data at scale *** Multimodal Omics / Clinical Trial data KNOWLEDGE GRAPH (1) Based on Biomed Report 2021. Endotype Detection Target Prediction 艰 Biomarker ID Phase II trials with pre-selection biomarkers are >50% more likely to succeed (¹) A patient centric approach to drug discovery ✔ Pipelines are based on patient level data such as electronic health record data, biomarkers, genetic and omics data. ✓ Identify biomarkers and responder patients to design faster, more effective clinical trials and increase the probability of clinical success ✔ Genetic pipelines built for scale, ~1000x faster than traditional pipelines using over 1TB of genetic data with better experiment, cell line and tissue coverage than industry standard Benevolent 16#174 Molecular Design - Expertise in structure-based design, virtual screening and machine learning We combine deep expertise in drug discovery with innovative techniques in structure-based design, virtual screening and machine learning. Highly experienced drug discovery team with a proven track record of taking nascent programme ideas and delivering drugs to the clinic Chemoinformatic and Al tools impacting all stages of a drug programme from target selection through to candidate nomination Empowering chemists to design better drugs in fewer cycles - candidate drugs delivered in as little as 2 years from programme inception compared to 3-5 year industry standard Druggability scoring to prioritise targets Target ID Binding site comparison to identify Hit matter and evaluate selectivity Hit Identification Binding site detection to identify differentiating chemistry opportunities Hit Expansion Customisable virtual screening pipeline now on >10 billion compound scale Proprietary pharmacophore building methodology Lead Optimisation ML models of activity and ADMET endpoints Candidate Seeking Protein-Ligand interaction mining to surface protein-centric bioisosteres Programme visualisation Benevolent 17#18Broad IP Portfolio and High quality peer-reviewed publications • We protect both our drug pipeline and our technology platform, using patents, copyright and trade secrets. • We use IP rights to retain our competitive advantages and, where appropriate, publish our scientific and technology research in order to improve the lives of patients and retain leadership in the field. THE LANCET Baricitinib as potential treatment for 2019-nCoV acute respiratory disease (2020) Identified a novel antiviral mechanism from public data using Knowledge Graph and tools in just 48 hours - most effective treatment for COVID-19 shown in RCTs. nature Rosalind: Preclinical validation of therapeutic targets predicted by tensor factorization on heterogeneous graphs (2020) "Time-slicing" experiment showing we can predict future therapeutic targets and clinical trial successes beyond other state of the art approaches. 200 JCIM JOURNAL OF CHEMICAL INFORMATION AND MODELING Deeply Tough: Learning Structural Comparison of Protein Binding Sites (2020) Convolutional neural network designed to structurally compare protein binding sites - - to help guide hit-finding, polypharmacology, and characterization of protein function. Comprehensive tech and drug patent portfolios ✔ 55 drug patent applications across 7 programmes ✓ 71 tech patent applications covering all four key tech areas ✔ 20+ peer reviewed papers published Benevolent 18#19An Illustrative 25-35% POS Improvement at Each Clinical Stage (Phl-Ph3) has the Potential to Dramatically Shift the Economics of Drug R&D PoS from Phase I to Market # Phase I Candidates Required for 1 Approved Drug Illustrative NPV(¹) Industry Standard 11.6% 8.6 $66m Al-Enhanced (Illustrative) 22.7% -28.6% 3.5-4.4 $382 - 414m Discovery & Pre-Clinical Industry Standard $33m over 5.5 years Al-Enhanced $13m over 3 years Probability of Success at Each Phase of Development Phase III / Registration Reduce Pre-Clinical Cost by ~60% 54.0% Phase I Industry Standard 72.9% 67.5% Phase II Al-Enhanced (Illustrative) 34.0% 45.9% 42.5% 63.4% Industry Al-Enhanced Standard (Illustrative) 85.6% 79.3% Market • Phase II trials with pre-selection biomarkers already >50% more likely to succeed (3) • ~50% Phil/III trial failures due to lack of efficacy(4) • Industry experts estimate that the use of Al can improve the PoS of each phase by up to 45% (2) Beyond the PoS improvement, an Al-enhanced approach could reduce (i) pre-clinical costs by ~60% and (ii) the time to market by ~2.5 years Source: Paul et al, 2010, Odyssey Due Diligence report, Biomed Report 2021, Harrison, 2016 Note: For illustrative purposes only; (1) Illustrative NPV for a theoretical $750m peak sales drug during initial 10Y on the market (assumes (i) peak sales reached 5 years post-launch, (ii) 90% gross margin, (iii) 20% S&M expenses, (iv) 20% tax, and (v) a 10% discount rate. (2) Based on Odyssey Due Diligence report. (3) Based on Biomed Report 2021. (4) Based on Harrison, 2016. Benevolent 19 Industry Al-Enhanced Standard (Illustrative) Cumulative Pos from Phase I to Market Illustratively assumes 25-35% increase in PoS for Phases I-III vs. Industry Standard Al-Enhanced (Illustrative) 22.7% -28.6% Industry Standard 11.6% ~2.0x-2.5x improvement in Pos#20BenevolentAl Portfolio Our advanced in-house pipeline validates the utility of our technology and industry-unique approach in consistently generating valuable drug programmes#21Growing number of platform-generated programmes moving into clinical phases Disease Area Atopic Dermatitis (PanTrk inhibitor) Ulcerative Colitis (PDE10 Inhibitor) Amyotrophic Lateral Sclerosis Inflammatory Bowel Disease Glioblastoma Multiforme CNS Diseases Nonalcoholic Steatohepatitis (NASH) Oncology Antiviral Nonalcoholic Steatohepatitis (NASH) Oncology Oncology Chronic Kidney Disease Idiopathic Pulmonary Fibrosis 10+ Early Discovery Programmes (Multiple indications & targets in therapy areas such as Oncology, Immunology, CNS, GI, Metabolic Disorders and Others) Target ID Hit to Lead AstraZeneca AstraZeneca Lead Opt Preclinical Phase I start in early 2023 Clinical Source: (1) GlobalData, Epidemiology forecasts 2021, Atopic Dermatitis (7MM), IBD (8MM), ALS (8MM), GBM (7MM), NASH (7MM), CKD (7MM), IPF (7MM); 7MM = 7 major markets (US, JP, EU5); 8MM = US, JP, EUS+ Canada; (2) Evaluate Pharma, Current Worldwide Market Size (data pull 22nd Sept 2021) Atopic Dermatitis, IBD, ALS, GBM, NASH, CKD, IPF Commercial Highlights • All Pipeline assets generated from Benevolent Platform™ • Broad therapy area coverage given disease agnostic approach • Mix of Best in class, First in class and novel indications • Potential for rapid scaling and expansion into new modalities Existing pipeline alone addresses prevalent patient base* of >263m and current market opportunity >$30bn (2) Benevolent 21#22Atopic Dermatitis (AD) • Atopic dermatitis is the most common chronic inflammatory skin disease, characterized by intensely itchy, red, and swollen skin O Affects 10-20% of children and up to 3% of adults (¹) Approximately 60-70% of all cases present with mild-moderate disease severity (2) Prevalence is rising, with market value in 7MM forecast to exceed $14 billion by expected launch of BEN-2293 in 2028(¹) Skin inflammation and chronic pruritus associated with atopic dermatitis negatively impact quality of life and psychosocial well-being Clear unmet need in mild to moderate patient segment for treatment addressing itch and inflammation, without side effects of steroids Source: (1) GlobalData- Atopic Dermatitis: Global Drug Forecast and Market Analysis to 2027; Evaluate Pharma - Eczema/Dermatitis: Worldwide Sales 2026 (2) GlobalData- Atopic Dermatitis: Epidemiology Forecast to 2027 BEN-2293: A potent PanTrk antagonist developed to relieve inflammation and provide rapid itch resolution in patients with AD BEN-2293 is a PanTrk inhibitor targeting TrkA, B and C receptors. The Trk receptors were identified as part of an effort to find mediators of both itch and inflammation in AD. Using our Molecular Design expertise we were able to design a PanTrk inhibitor, equipotent against the 3 receptors BEN-2293 is expected to treat atopic dermatitis by: Inhibiting itch signaling and blocking nerve sensitization (TrkA) in addition to inhibiting Thl and Th2-mediated dermal inflammation (TrkB, TrkC) • BEN-2293 will target Mild, Moderate and Severe Atopic Dermatitis patients, addressing unmet need in the treatment of mild to moderate Atopic Dermatitis as a steroid sparing alternative and in more severe patients undergoing treatment with biologics (e.g. dupilumab) that require add-on treatment HPA - Hypothalamus, Pituitary, Adrenal Benevolent 22#23BEN-2293 is expected to provide both symptomatic relief and to reverse disease progression in atopic dermatitis BEN-2293 is highly selective for Trk receptors, with IC50 potencies in the low nM range for TrkA, B, and C ● BEN-2293 dose dependently inhibits release of inflammatory Th1 and Th2 cytokines TNFa, IFNY, IL-13, and IL-4 in human peripheral blood mononuclear cells (PBMCs) stimulated with an inflammatory T-cell stimulus (anti-CD3/CD28) ● BEN-2293 inhibits the release of Calcitonin Gene-Related Peptide (CGRP), a mediator of itch, sensory nerve hypersensitisation and neurogenic inflammation, in dorsal root ganglion (DRG) isolated from adult rats and stimulated with NGF BEN-2293 demonstrates excellent tolerability and safety margins in IND/CTA-enabling toxicology studies Key: Tropomyosin-related kinase (Trk) receptor tyrosine kinase family, namely TrkA, TrkB, and TrkC; Nerve Growth Factor (NGF); Brain Derived Neurotrophic Factor (BDNF); Neurotrophin-3 (NTF-3)/NT3 BEN-2293 Inhibition of human primary T-cell activation Luminescence % inhibition 25000- 20000- 15000- 10000- 5000- 0.1 125- 100- 1 75- 50- 25- 0- -25- -50+ -3 TNFa 10 100 BEN-2293 nM 1000 10000 -2 BEN-2293 mediated inhibition of CGRP in DRG neurons (n=2) Hillslope IC50 - Donor 1 - Donor 2 -1 Log BEN-2293 (μm) 0 2.827 0.03033 Luminescence Human peripheral blood mononuclear cells from 2 blood donors. Stimulated with a T-cell stimulus (anti-CD3/CD28) +/- BEN-2293 1 1500 1000- 500- 0.1 1 IL-4 10 100 1000 10000 BEN-2293 NM -Donor 1 - Donor 2 Inhibition of sensory neuron activation Benevolent 23#24BEN-2293 is progressing in an adaptive Phase I/II clinical study, with full data expected in mid 2022 Part A 2 3 4 First in Human Dose Escalation 3/4 cohorts completed, data expected late 2021 Safety, Tolerability, PK 8 Mild-Moderate AD patients (18-65 years) per cohort, randomised 3:1 BEN-2293:Placebo Adaptive ascending dose cohort design Includes efficacy endpoints MALDI imaging (evaluate human skin PK) Review Late 2021 Part A efficacy readout variability and response Statistical modelling Finalise Part B design Part B Efficacy Cohort(s) Full data expected by middle of 2022 30-45 Mild-Moderate AD patients (18-65 years) per arm, final design and sample size dependent on Part A outcome Efficacy Outcome measures include itch (NRS) and inflammation (VIGA, EASI) Additional safety, tolerability and PK Biomarker panel (reflects PanTrk mechanism and AD effect) Our intention is to out-licence development and commercialisation of BEN-2293 following completion of this trial, with good interest from key Big Pharma and Dermatology specialists as potential partners Benevolent 24#25Ulcerative Colitis (UC) Affects 0.4% US population(¹), 1.7 million patients in 7MM (2), forecast $7.8bn market by 2026(3) ● A chronic, lifelong disease that causes inflammation and ulceration of the inner lining of the colon and rectum Efficacy - 20-40% of Moderate-severe patients do not respond to anti-TNF (main treatment paradigm) Safety - Treatments have many side effects from steroids to anti-TNF and JAK inhibitors (black box warnings) High unmet need for an alternative oral small molecule treatment option with improved safety profile and efficacy in treatment of refractory patients 64% Mild- moderate Ulcerative Colitis 31% Moderate- severe 5% Severe- fulminant Source (1) and (2):GlobalData: Ulcerative Colitis, Global Drug Forecast and Market Analysis to 2026; (3)Evaluate Pharma: Gastro-intestinal, Inflammatory bowel disease (IBD), Ulcerative colitis, Worldwide Overview (report 17th Sep 2021) BEN-8744: Best-in-class, oral, peripherally restricted potent and selective drug for the treatment of Moderate-Severe Ulcerative Colitis • Phosphodiesterase 10 (PDE10) was identified by our TargetID platform as an entirely novel target for the treatment of UC/IBD • Using our Molecular Design expertise we optimally designed a best in class peripherally restricted PDE10 inhibitor: BEN-8744 ● BEN-8744 is expected to provide an efficacious disease modifying oral treatment for UC/IBD BEN-8744 will target Moderate and Severe UC/IBD patients, meeting the unmet need left by existing therapies including: Patients refractory to anti-TNFS or other biologics Improved safety and tolerability profile compared to competitors O A Precision Medicine approach to target key responder patient cohorts, avoiding the safety risks associated with ineffective therapies O O Benevolent 25#26Phosphodiesterase 10 (PDE10) — a novel target for UC Transcriptomics data support the rationale for PDE10 as a novel target for UC PDE10 regulates signal transduction by hydrolysing cGMP PDE10 is significantly upregulated in UC-derived colon and colonic mucosa samples, whilst guanylyl cyclase, which makes cGMP, is down-regulated ● Reduced levels of guanylyl cyclase correlate with increased TNF-a in UC colonic mucosa* CGMP is downregulated in UC and its expression inversely correlates to disease severity PDE10 is well-studied in CNS disorders but not in inflammation with zero linkage to UC PDE10 was experimentally validated as a novel target using ex vivo biopsies from pharmacotherapy resistant UC patients Inflammatory cytokine release from UC samples significantly reduced with PDE10 inhibition nitric oxide synthase arginine soluble guanylyl cyclase NOS NO readily diffuses across plasma membranes activates GC GTP *Brenna et al, 2015 PDE10 degrades cGMP CGMP activates protein kinases and other proteins breaks down phosphodiesterase e.g. PDE10 GUCYZC ". LogFC PDE 10A LogFC Differential RNA expression of PDE10A and GUCY2C: normal vs UC colonic mucosa IL-6(pg/ml) 20000- 15000- 10000- 5000- 0 DMSO Prednisolone Tofacitinib BEN-3218 IL-8(pg/ml) 30000- 20000- 10000- 0 DMSO al Prednisolone Tofacitinib BEN-3218 Selective PDE10 inhibition showed comparable reduction of IL-6 and IL-8 to the positive controls in ex vivo UC biopsies Benevolent 26#27BEN-8744 results and progress to date 2020 Target validation 2019 Novel, potent advanced lead molecule developed within 2 years TARGET IDENTIFICATION Novel target for UC ✓ Discovered using Benevolent TargetID tools PDE10 has zero linkage to UC in all available biomedical literature ✓ Experimentally validated in ex-vivo UC colon samples from patients refractory to SoC treatment 2021 CHEMISTRY Candidate nomination Rapid and efficient lead optimisation ✓ Molecular Design tools enabled rapid and efficient lead optimisation ✔ Candidate nominated in Sep '21 Novel, potent, selective, peripherally restricted PDE10. Inhibitor, with low dose prediction ✓ Only 2 years from programme initiation 2022 Preclinical 2023 Phase I clinical study CLINICAL DEVELOPMENT Developing responder and progression endotypes We will develop responder and progression endotypes, adding molecular descriptors These will inform our trial designs, patient selection and target identification in UC Augmenting a further loop of iteration on an enriched graph Benevolent 27#28Partnerships Industry partnerships provide in silico, in vitro and clinical validation of the Benevolent Platform™#29Identified a now FDA-approved reduces mortality by 38% COVID-19 Drug Identification Custom Workflow Human-guided iterative queries of Knowledge Graph Computational tools enabled scientists to explore the information in the graph. Identified a number of suitable approved drugs through interactive and visual presentations of data Identified baricitinib - an approved rheumatoid arthritis drug - as the strongest candidate in just 48 hours Uncovered previously unknown anti-viral properties Our technology was able to extract and infer new scientific information about baricitinib's combined anti-viral and anti inflammatory mechanism of action Research published in Feb 2020 in THE LANCET & ECMO - extracorporeal membrane oxygenation THE LANCET Infectious Diseases COVID-19 treatment that Lilly Eli Lilly owns baricitinib. Relationship developed into equity investment in Q4 2020 funding round ✔ NOVEL Our tech identified a novel antiviral mechanism from published research data using our proprietary NLP and engineering frameworks ✔ RAPID BenevolentAl introspection tools empowered scientists to rapidly explore and evaluate possible biological narratives & access hypotheses in just 48 hrs ✓ EFFECTIVE Baricitinib is the most effective treatment proven to reduce mortality from COVID-19 in randomised Control Trials: COV-BARRIER trial showed baricitinib reduces mortality by 38% across all patients, and by 46% in ventilated or ECMO patients ✔WORLD-FIRST Of 81 studies using Al to predict drugs to treat COVID-19, ours is the only one to be clinically approved. Now approved as a treatment in the US, Japan & India Benevolent 29#30Successful collaboration with AstraZeneca Multi-year Target-ID collaboration to find novel targets for Chronic Kidney Disease and Idiopathic Pulmonary Fibrosis Separate data environment established to integrate AZ data into a bespoke Knowledge Graph BenevolentAl and AstraZeneca teams working in close collaboration to explore, identify and validate targets Key milestone reached Jan 2021: AZ took first novel Al-generated target for CKD into their drug portfolio, with further targets to follow Deal structure of upfront license fee, milestone payments And downstream royalties AstraZeneca B "The vast amount of data available to research scientists is growing exponentially each year. By combining AstraZeneca's disease area expertise and large, diverse datasets with BenevolentAl's leading Al and machine learning capabilities, we can unlock the potential of this wealth of data to improve our understanding of complex disease biology and identify new targets that could treat debilitating diseases." Mene Pangalos EVP & President, R&D BioPharmaceuticals, AstraZeneca COLLABORATION VIDEO#31Business Model & Financials A strong balance sheet to drive scale up of clinical pipeline#32The BenevolentAl business model - Leveraging our technology platform to generate new drug IP at scale Al-Discovery Tools 000 Target Identification Precision Medicine EO Knowledge Graph Molecular Design lo 100% owned in-house pipeline of novel discovery-stage assets taken to IND Platform Collaborations: Selective platform collaborations which can leverage the Platform in areas outside our core competencies A B Economic benefits BenevolentAl develop and commercialise Out-licence at IND, end Phase I or end Phase II (upfront, milestones, royalties) Platform validation Decision Criteria: • Feasibility of mid and late stage clinical development (size, specialism) • Fit with emerging commercialisation model • Funding environment Data generated enriches the BenevolentAl Platform Benevolent 32#33Clear path for monetisation depending on the profile of each asset out of BenevolentAl's platform Commercialised Pipeline Assets B Pipeline Assets to be Out-Licensed *based on GlobalData D Glioblastoma / Other Oncology D Ulcerative Colitis / IBD Antiviral Unidentified Targets Amyotrophic Lateral Sclerosis Atopic Dermatitis Non-Alcoholic Steatohepatitis (NASH) Parkinson's Disease Unidentified Targets Internal Clinical development Performance-based payments to Benevolent Al (illustrative*) Development Milestones ~$275m Pre-Phase I (IND) Post-Phase I Post-Phase II Upfront ~$10m ~$80m ~$100m ~$325m Commercialisation ~$350m Royalties ~8% ~12% ~15% Benevolent 33#34BenevolentAl is positioned as a highly recurring drug generation platform 7 2020 12 2021 2020 - 2030 In-House Pipeline Progression (Not Risk Adjusted) 18 2022 23 2023 29 Source: Company filings and estimates. 2025 Chemistry Pre-Clinical Ph. I Ph. II Ph. III 36 2024 44 2026 54 2027 Commercial 61 2028 71 2029 87 2030 12 named programmes by end 2021 including 1 Phase I/II (Atopic Dermatitis) and 1 Preclinical (Ulcerative Colitis) Building a deep in-house clinical pipeline with commercial launches by end of the decade A platform capable of delivering 5+ INDS per year from 2024 onwards ✔ Supplemented by out-licensed assets Platform allows continuous programme generation building a clinical stage pipeline that delivers at scale Benevolent 34#35Cash runway beyond 2025 providing sufficient capital for next stage of growth Pro Forma cash of ~€445m provides runway beyond 2025² Cash Runway BenevolentAl Cash¹ Odyssey cash held in trust² PIPE Transaction fees³ Total Pro Forma Cash €m € 56 € 300 € 135 (€46) € 445 Source: Company information Notes: (1) £47.5m, as of 30 Nov 2021, unaudited (2) Assumes no share redemptions from ODYSY shareholders; (3) Expenses for both SPAC and target including deferred underwriting fees, PIPE fee, financing fees, and advisory, legal, accounting and other fees. Benevolent 2 4 Use of Proceeds Completion of Phase I/II trial for PanTrk (Atopic Dermatitis) and subsequent out-license Completion of Phase I trial for PDE10 in Ulcerative Colitis and commencement of Phase II trial in 2024 Up to 5 further Phase I trials and readouts by 2025 A technology platform continually innovating to accelerate our global leadership in Al-enabled Drug Discovery A platform capable of delivering 5+ INDs per year from 2024 onwards Benevolent 35#36Strong Financial Position €440m+ Pro-Forma Cash R&D Tax Credit Opex Capex I >€440m pro-forma cash provides capital to fund the business beyond 2025¹, delivering multiple value inflection points ■ Expected 2021 net cash burn of ~€60m Expected 2021 gross cash burn of ~€86m - excluding cash inflows ▪ The R&D Tax Credit is a cash receipt from the UK Tax Authority (HMRC). Cash is paid to the Company in return for the surrendering of tax losses. The R&D Tax Credit is a function of R&D spend and we expect the amount to grow as we increase R&D. For 2020 a Tax Credit of £10.4m was recognised. Within certain limits, we can expect an R&D Tax Credit of roughly one third of our R&D expenditure for a given year Expected opex of ~€85m for 2021, largely related to R&D (~50%), with the balance split between Product & Technology (the BenevolentAl Platform) and G&A expenses Annual opex is expected to double by 2025 Cutting-edge equipment and facilities already in place in Cambridge, UK ~€1-2m p.a. for the next two years. Capex is light (cloud computing, existing well-equipped lab) (1) Assumes no share redemptions from ODYSY shareholders Confidential Benevolent 36#37Pro Forma Capitalisation and Ownership Key Highlights Cumulative private funding of $300m since 2014; key shareholders include Temasek and Eli Lilly Agreed pre-money equity value of €1.1bn for BenevolentAl Additional capital and new financing commitments from the transaction to provide runway beyond 2025 Transaction targeted to close in Q1 2022 Following closing, combined company to be listed on Euronext Amsterdam Significant BAI shareholders and Odyssey sponsors subject to standard lock-up provisions Transaction Overview Share Price Pro Forma Shares Outstanding¹ Equity Value (-) Net cash as of November 2021² (-) Cash to balance sheet Enterprise Value € 10.00 149.0 € 1,490 (56) (390) € 1,044 Illustrative Pro Forma Ownership¹ Existing BenevolentAl rollover equity 67% Sources BenevolentAl rollover equity Odyssey cash held in trust PIPE investment Odyssey sponsor shares Total sources ODYSY public shares 20% S Uses O Cash to balance sheet Equity consideration to existing investors Estimated transaction expenses³ Odyssey sponsor shares5 Total uses PIPE investor shares 9%6 ODYSY sponsor shares 3% € 1,004 300 135 50 € 1,4907 € 390 1,004 46 50 € 1,4907 Source: Company filings and estimates; Amounts are Em except per share price figures. (1) Assumes no share redemptions and excludes the impact of shares subject to price-vesting. Estimated common shares outstanding based on common shares owned by ODYSY public shareholders (30.0m), ODYSY Sponsor / Board (5.0), PIPE (incl. Sponsor contribution to the PIPE) (13.6m) and legacy value (100.4m); (2) As of November 2021, unaudited; (3) Estimated transaction fees and expenses for both SPAC and target including deferred underwriting fees, PIPE fee, financing fees, and advisory, legal, accounting and other fees (4) Key current shareholders of BenevolentAl are subject to a lock up of up to 180 days from Completion, subject to customary early release provisions (based on price targets and trading volume). Odyssey's Sponsor and directors of the Sponsor are subject to a lock-up of up to 365 days from Completion Lock-up to be waived if after 150 days from Completion, the closing share price of the Surviving Company equals or exceeds EUR 12.00 for any 20 trading days out of a 30 consecutive trading day period (S) Odyssey's sponsor shares include 2/3 of the Sponsor Shares and will convert into Surviving Company Shares on the trading day following the date of Completion. The remaining 1/3 of the Sponsor Shares will convert into Surviving Company Shares if, post Completion, the closing price of the Surviving Company Shares exceeds EUR 13.00 for any 10 trading days within a 30 trading day period. (6) Includes Sponsor contribution to the PIPE. (7) Numbers do not tally due to rounding Benevolent 37 Confidential#38Multiple value inflection milestones in the near future BEN-2293 (Atopic Dermatitis) BEN-8744 (Ulcerative Colitis) AZ Collaboration Pipeline depth and progression Other Platform Collaborations Late 2021 Phase I/II Part A completes H1 2022 Candidate nominated for IND-Enabling Studies in Sep 12 programmes named (Chemistry and beyond) Phase I/II Part B completes in mid 2022 H2 2022 I Exploratory discussions with a number of parties underway Asset ready for Out-licensing Further targets selected and existing targets advanced over time period CTA filed by late 2022 6 new targets added to the pipeline Up to 3 assets enter IND-enabling studies 2023+ Phase I starts early 2023 5+ INDS per year from 2024 onwards Benevolent 38#39Investing in a premium platform at an attractive valuation Tech Approach In-house Clinical Pipeline In-house Platform- Derived In Clinic Big Pharma Discovery Collaborations Market Cap¹ Benevolent O RECURSION Knowledge Graph Mechanism- mapping 1 1 AstraZeneca €1.5bn² 1) As of 1 December 2021 2) Implied SPAC merger value, assuming no redemptions High throughput imaging 4 O B BAYER E $3.0bn RELAY THERAPEUTICS Protein Motion 2 BenevolentAl Proprietary 2 $3.1bn SCHRÖDINGER. Simulations -Physics based O O Bristol-Myers Squibb $2.6bn Exscientia Al-based drug design 1 SANOFI 1 Sumitomo Dainippon Pharma Bristol-Myers Squibb $2.6bn Benevolent 39#40REAKOUT Benevolent Investment Highlights 1 Scientifically and technologically differentiated approach that has produced a rich portfolio of drug programmes. 3 5 6 Proven Al computational R&D engine scales identification and development of novel therapeutic candidates with higher probability of success Versatile platform is disease and drug modality agnostic, supported by deep experimental capabilities and optimised for patient-specific molecular mechanisms High-value partnerships with AstraZeneca and Eli Lilly validate scientific leadership and success of technology platform Highly credible and experienced team with unique ability to combine traditional research practices with Al technology at all stages of drug discovery, clinical trials and commercialisation Flexible business model with optionality to out-license drug candidates at different stages of clinical development. Numerous near-term value inflection proof points: Ulcerative Colitis candidate selected in Sep 2021 and Phase I/II readout for Atopic Dermatitis in mid 2022 Benevolent 40#41Because A matters#42Glossary AD ADMET ALS CGRP CKD CMC CNS CRISPR CROS CTA Atopic Dermatitis Absorption, Distribution, Metabolism, Elimination, Toxicity Amyotrophic Lateral Sclerosis Calcitonin Gene-Related Peptide Chronic Kidney Disease Chemistry, Manufacturing and Controls Central Nervous System Clustered Regularly Interspaced Short Palindromic Repeats (repetitive DNA sequences) Clinical research organisation Clinical Trial Application DMPK DRG EASI FDA GI IBD IND IP IPF iPSC Drug Metabolism and Pharmacokinetics dorsal root ganglion Eczema Area and Severity Index Food and Drug Administration Gastrointestinal (disorders) Irritable bowel disorder Investigational New Drug Intellectual Property Idiopathic Pulmonary Fibrosis Induced Pluripotent Stem Cells JAK NASH NGF NLP NRS PBMC PDE10 PK UC VIGA Janus Kinase Non-alcoholic steatohepatitis Nerve Growth Factor Natural Language Processing Numerical Scale Rating Peripheral blood mononuclear cells Phosphodiesterase 10 Pharmacokinetics Ulcerative Colitis Validated Investigator Global Assessment Benevolent 42

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Fiscal 3Q Investor Presentation image

Fiscal 3Q Investor Presentation

Healthcare

FY23 Full-Year Results Presentation image

FY23 Full-Year Results Presentation

Healthcare

Healthcare Network P&L Statement and Expansion Projects image

Healthcare Network P&L Statement and Expansion Projects

Healthcare

Accreditation and Quality Assurance Overview image

Accreditation and Quality Assurance Overview

Healthcare

Investment Highlights image

Investment Highlights

Healthcare

Investor Presentation image

Investor Presentation

Healthcare

IDEAYA Biosciences Interim IDE397 Phase 1 Clinical Data and Q1 2022 Corporate Update image

IDEAYA Biosciences Interim IDE397 Phase 1 Clinical Data and Q1 2022 Corporate Update

Healthcare

BioAtla Investor Presentation Deck image

BioAtla Investor Presentation Deck

Healthcare