Managing Non-Core Technologies Annaleena Parhankangas, Päivi Holmlund, Turkka Kuusisto Technology Review 149/2003 Managing Non-Core Technologies Experiences from Finnish, Swedish and US Corporations Annaleena Parhankangas Päivi Holmlund Turkka Kuusisto National Technology Agency Technology Review 149/2003 Helsinki 2003 Tekes – your contact for Finnish technology Tekes, the National Technology Agency, is the main financing organisation for applied and industrial R&D in Finland. Funding is granted from the state budget. Tekes’ primary objective is to promote the competitiveness of Finnish industry and the service sector by technological means. Activities are aimed at diversifying production structures, increasing productivity and exports and creating a foundation for employment and social well-being. Tekes finances applied and industrial R&D in Finland to the extent of nearly 400 million euros annually. The Tekes network in Finland and overseas offers excellent channels for cooperation with Finnish companies, universities and research institutes. Technology programmes – part of the innovation chain The technology programmes are an essential part of the Finnish innovation system. These programmes have proved to be an effective form of cooperation and networking for companies and the research sector for developing innovative products and processes. Technology programmes promote development in specific sectors of technology or industry, and the results of the research work are passed on to business systematically. The programmes also serve as excellent frameworks for international R&D cooperation. Currently, 35 extensive technology programmes are under way. Copyright Tekes 2003. All rights reserved. This publication includes materials protected under copyright law, the copyright for which is held by Tekes or a third party. The materials appearing in publications may not be used for commercial purposes. The contents of publications are the opinion of the writers and do not represent the official position of Tekes. Tekes bears no responsibility for any possible damages arising from their use. The original source must be mentioned when quoting from the materials. ISSN 1239-758X ISBN 952-457-142-0 Cover: Leo Malinen Page layot: DTPage Oy Printers: Paino-Center Oy, 2003 Foreword The renewal process of industries, companies, businesses, products and technologies is a key factor behind competitiveness, growth and success. Surveys have revealed that even on the level of national economy, the so-called creative destruction is a mechanism that improves competitiveness. From the point of view of national economies and individual companies, technology development and R&D activities are investments in the future. Developing a technology is a long-term process where the financial rewards almost always materialize after several years. Companies need to operate in an ever-faster changing environment and change their strategies faster than ever before. This means that some technologies developed by companies are no longer of key importance to them under the changed circumstances. However, such technologies may well be of value in other contexts and environments. This study analyzed tried and tested methods for managing and exploiting these non-core technologies in Finnish, Swedish and US companies. As companies need to operate in increasingly international markets, it is important to identify methods deployed in other countries, too. This study was carried out by Annaleena Parhankangas and her project team at Rensselaer Polytechnic Institute, Wharton School of Business and Helsinki University of Technology. The project was funded by the National Technology Agency Tekes, Danisco Finland, Fortum, and the Foundation for Finnish Inventions. The authors as well as the financiers wish to thank the members of the project steering committee, Eija Ahola, Pekka Piiroinen, Risto Salokangas, Hannele Wallenius and Jan-Erik Österholm for their advice and support during the past two years. In addition, we would like to express our gratitude to Professor David Hawk and Ms. Hannele Kuusi – their encouragement and enthusiasm served as a major trigger for initiating this project. We remain deeply indebted to Professors Åsa Lindholm-Dahlstrand, Christer Olofsson, Göran Lindström and Gina Colarelli O’Connor for their help in data collection. Also the contribution of Mr. Yalin Sevgör, Mr. Heikki Toivonen and Mr. Pauli Honkkila is greatly appreciated. Finally, carrying out this study would not have been possible without the representatives of several Finnish, Swedish and US corporations who sacrificed many hours of their valuable time to this study. We hope that this study is useful for them. The research team has studied an important and topical subject and produced both academically new information and this practically-oriented report, primarily for the use of companies. Tekes wishes to thank the research team both for its excellent work, and for the practical task of transferring the results of its work for the use of companies. Tekes, the National Technology Agency Executive Summary Large corporations are known as a significant source of innovations due to their extensive research and development activities. However, they are not always able to pursue all the technological opportunities available for them within their boundaries. Some studies estimate that large corporations may end up shelving as much as 70 percent of their patent portfolios. The aim of this study is to identify more constructive ways of utilizing this intellectual property, which, if nurtured in a different context, has a potential of resulting in new businesses, jobs and economic well-being. This study is based upon an in-depth analysis of several Finnish, Swedish and US corporations and their attempts to manage technologies outside their strategic core. The empirical inquiry is complemented with a review of existing literature, focusing on the process of managing intellectual property in large corporations. Our results show that the strategies of managing non-core technologies within large corporations may be divided into non-systematic and systematic approaches. The term “nonsystematic approach” refers to a process that is not explicitly defined and where non-core technologies are managed case by case. Corporations applying a more systematic approach have clearly defined procedures for managing the technology-based assets outside their core. Based on our study, we argue that the use of systematic approaches is much more common in the United States and Sweden than in Finland. It seems to us that the adoption of a more systematic approach is strongly linked to the formalization of corporate venturing and technology acquisition processes in a corporation. The various approaches to managing non-core technologies, as well as related country-level and organization-level differences are discussed in this report. Our study aims at guiding corporate managers in their demanding task of exploiting their technology portfolio to the fullest. For this purpose, we divide the process of managing non-core technologies into three phases. The first phase involves the review of technology portfolio and identification of non-core technologies. The second phase deals with choosing an organizational mode that provides an optimal home for non-core technologies. The organizational mode may be external, hybrid or internal. Once the organizational mode has been chosen, several important decisions regarding the scope and terms of technology transfer need to be made. The third phase includes also the aftercare activities of the internal and hybrid modes. Finally, it should be kept in mind that managing non-core technologies is a reiterative process. It is very common that the parent corporation needs to reconsider the importance of and the optimal location for a non-core technology several times during the aftercare process. Finally, this report ends with a discussion of the role of public sector organizations and private service providers in assisting the large corporations in exploiting their technology portfolio to the fullest. Table of Contents Foreword Executive Summary 1 2 3 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 Background and objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2 Method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.3 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.3.1 Technology. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.3.2 Non-core technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.4 Structure of the report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Process of Managing Non-Core Technologies: An Overview . . . . . . . . . . . . . . . . . 5 2.1 Phase I: Technology portfolio review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 2.2 Phase II: Selection of organizational mode . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 2.3 Phase III: Transaction-related issues and aftercare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Organizational Modes for Managing Non-Core Technologies . . . . . . . . . . . . . . . . 9 3.1 Sell-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3.1.1 Motive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.1.2 Managing sell-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.1.3 Outcome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.2 Spin-off. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.2.1 Motive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3.2.2 Managing spin-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3.2.3 Outcome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3.3 Donation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3.4 Collaboration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3.4.1 Motive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3.4.2 Types of technology-based alliances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3.4.3 Collaborating with non-profit organizations . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.4.4 Outcome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.5 Joint venture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.5.1 Motive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.5.2 Managing joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.5.3 Outcome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.6 Technology licensing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.6.1 Motive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.6.2 Licensing non-core technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.6.3 Outcome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.7 Internal development in established business units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.7.1 Motive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.7.2 Organizing internal development in established business units. . . . . . . . . . . . . 15 3.7.3 Outcome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 3.8 Internal development in a corporate venturing unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 3.8.1 Motive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 3.8.2 Organizing and managing corporate venturing . . . . . . . . . . . . . . . . . . . . . . . . 15 3.8.3 Outcome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 3.9 Putting on the shelf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 3.9.1 Motive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 3.9.2 Implementing the waiting strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 3.9.3 Outcome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 3.10 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 3.10.1 Motive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 3.10.2 Outcome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 3.11 Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 4 5 Management of Non-Core Technologies in Finnish, Swedish and US Corporations: Current Practices and Experiences. . . . . . . . . . . . . . . . . . . . . . 21 4.1 Non-systematic versus systematic approaches to managing non-core technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 4.2 Longitudinal analysis of individual ventures developing non-core technologies . . . . . . . . 22 4.2.1 Objectives of the technology development . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 4.2.2 Co-evolution of technologies and governance forms . . . . . . . . . . . . . . . . . . . . 23 4.2.3 Role of co-incidence, luck and chance events . . . . . . . . . . . . . . . . . . . . . . . . 24 4.3 Systematic approaches to managing non-core technologies . . . . . . . . . . . . . . . . . . . . . . 24 4.3.1 Lucent Technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 4.3.2 Xerox . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 4.3.3 Procter & Gamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 4.3.4 Nortel Networks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 4.3.5 The Perstorp case – Pernovo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 4.3.6 Saab-Scania Combitec . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 4.3.7 Volvo Technology Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 4.3.8 Synthesis of systematic approaches . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 4.4 Cross-case comparison . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 4.4.1 Country specific differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 4.4.2 Divested ventures and their relationship with the parent corporation . . . . . . . . 35 4.4.3 Timing of the separation from the parent corporation . . . . . . . . . . . . . . . . . . . 35 4.4.4 Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Recommendations for Corporate Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 5.1 Choosing the overall approach to the management of non-core technologies. . . . . . . . . 39 5.2 Conducting the technology portfolio review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 5.3 Selecting the organizational mode . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 5.3.1 Desired future access, degree of commitment and revenue sharing . . . . . . . . . 40 5.3.2 Strategic importance for the parent corporation . . . . . . . . . . . . . . . . . . . . . . . 40 5.3.3 Risk, revenue potential and time frame. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 5.3.4 Characteristics of the technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 5.4 Defining the terms of the transaction and the implementing aftercare activities . . . . . . . . 43 5.4.1 Defining the scope of technology transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 5.4.2 Screening for partners and recipients of technology transfer . . . . . . . . . . . . . . 43 5.4.3 Determining the value of the technology. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 5.4.4 Negotiating the contractual terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 5.4.5 Securing funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 5.4.6 Implementing the transaction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 5.4.7 Implementing the aftercare activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 6 5.5 External service providers and the management of non-core technologies . . . . . . . . . . . 50 5.6 Public support mechanisms and the management of non-core technologies . . . . . . . . . 51 5.7 Recommendations for public support organizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Summary and Conclusions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Appendix 1 Description of longitudinal case analyses. . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Appendix 2 Comparison of technology management practices in case corporations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 Appendix 3 Private and public service providers and management of non-core technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 Technology Reviews of Tekes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 Figures Figure 1. Research framework . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Figure 2. Open innovation paradigm for managing industrial R&D (adapted from Chesbrough, 2003b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Figure 3. Figure 4. The process of managing non-core technologies . . . . . . . . . . . . . . . . . . . . . . . 6 Classification of intellectual capital (adapted from Sullivan, 1998) . . . . . . . . . . 7 Figure 5. Inputs to the technology review process. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Figure 6. Figure 7. Phase III: Terms of transaction and aftercare activities. . . . . . . . . . . . . . . . . . . 8 Organizational modes for managing non-core technologies. . . . . . . . . . . . . . . 9 Figure 8. Major types of technology-based alliances. . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Figure 9. Organizational designs for corporate venturing . . . . . . . . . . . . . . . . . . . . . . . 16 Figure 10. NVG’s model for commercializing new technology. . . . . . . . . . . . . . . . . . . . . 25 Figure 11. Lucent NVG’s operating model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Figure 12. CIC/XNE project funnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Figure 13. Marketing of intellectual property at P&G . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Figure 14. Venture selection management (O’Connor and Maslyn, 2001) . . . . . . . . . . . . 30 Figure 15. Three approaches to the management of non-core technologies (adapted from Harbison & Pekar, 1998: 136) . . . . . . . . . . . . . . . . . . . . . . . . . 39 Figure 16. Figure 17. Figure 18. Figure 19. Organizational mode and desired future access to technology . . . . . . . . . . . 40 Strategic importance at the moment and in the future . . . . . . . . . . . . . . . . . . 41 Risk, revenue potential, and time frame . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Negotiation process. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Tables Table 1. Table 2. Corporate venturing forms, objectives, and needs of corporate managers . . 16 Modes for managing non-core technologies: A summary . . . . . . . . . . . . . . . 18 Table 3. Advantages and disadvantages related to various organizational modes available for managing non-core technologies . . . . . . . . . . . . . . . . . . 19 Table 4. Table 5. Table 6. Case companies and their approach to managing non-core technologies . . 21 Comparison of systematic approaches used by the sample corporations . . . 34 Maturity of the technology at the time of the divestment, establishment of a collaborative arrangement or the decision to continue the technology development in-house . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Performance of corporations applying a systematic approach. . . . . . . . . . . . 37 Organizational mode and the characteristics of the technology . . . . . . . . . . . 43 Challenges and recommendations associated with the external modes . . . . 46 Challenges and recommendations associated with the hybrid modes. . . . . . 47 Challenges and recommendations associated with the internal modes . . . . . 48 Recommended aftercare actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Examples of public support measures available for managing non-core technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Table 7. Table 8. Table 9. Table 10. Table 11. Table 12. Table 13. 1 Introduction 1.1 Background and objectives Large firms are known as a significant source of innovations due to their extensive research and development activities (Pavitt, 1991; Fontes, 1996). Large firms are also shown to have the complementary resources required for successful commercialization of innovations (Teece, 1986; Rothwell, 1983). However, several studies report that large firms encounter serious difficulties when trying to exploit their innovation potential to the fullest. This appears to be due to the difficulties associated with the corporate conditions of bureaucracy, strategic misfit, internal inertia and risk aversion (Strebel, 1987; Bower and Christensen, 1995; Abertnathy and Utterback, 1978). Looking at the situation from a different angle, we may say that no company is smart enough to know what to do with every business opportunity it finds, and no company has enough resources to pursue all the opportunities it might execute (Wolpert, 2002). Previous studies suggest that a patent intensive US corporation may end up shelving up to as much as 70 percent of its patent portfolio (Rivette and Kline, 2000). On the one hand, this may imply the duplication of inventive efforts, or technologies that never reach the market. On the other hand, unutilized intellectual assets represent a huge business opportunity. It is estimated that large corporations could make substantial sums of money by transferring technology from a core business activity to outside industries (Elton et al., 2002; Chesbrough, 2003b). However, large technology-based firms seldom have clear-cut strategies for dealing with what they see as their non-core technologies, i.e. technologies they are either unable or simply unwilling to develop and further. This is highly acceptable by the contemporary business logic since, by definition, what is considered non-core technologies by a parent firm is defined as not contributing to competitive advantage. As such, non-core technology ventures are often discontinued, regardless of their potential to prosper in organizational environments that would nurture them. Some of the more constructive ways of dealing with these ventures include: sell-offs, licensing, joint ventures, spin-offs, and internal development. Licensing, collaborative arrangements and sell-offs transfer the rights to further develop the technology to another organization. The success of this form of technology trans- fer depends, to a great extent, on the absorptive capacity of the receiving organization and the implementation of technology transfer process (Cohen and Levinthal, 1990, Zander, 1991). The option of spin-offs is perhaps the least understood and most fascinating when dealing with non-core technologies. Previous literature has reported how spin-off firms are important agents of knowledge transfer from established corporations to new businesses (Roberts and Wainer, 1969; Lindholm-Dahlstrand, 1997; Dorfman, 1983; Dietrich and Gibson, 1994; Parhankangas and Hawk, 2000). This work illustrates how spinning off businesses can benefit the parent firm by decreasing the administrative burden, releasing funds for the development of core businesses, and serving as an arms length means to distance the parent corporation from the risks associated with exploring new, revolutionary ideas. In addition to developing the non-core technology in collaboration with others or transferring the ownership rights to an external party, corporations may sometimes have a good reason to maintain non-core technological assets in-house. In this study, we aim at comparing the role of these major options for dealing with non-core technologies as they are defined and originate within large corporations. We seek an answer to the following questions: • How do large corporations deal with the existence of non-core technologies within their organizations? • What strategies can be used in large corporations in the management of non-core technologies and non-core technology-based ventures? • Can the differences in the use of these strategies be explained by the characteristics of the parent corporation, specific characteristics of the technology, or in the light of external environment? • How do changes in the governance and ownership structure of a technology come to affect the rate and direction of technology development? The preliminary research framework is depicted in Figure 1. From the theoretical perspective, our study focuses on technology management and entrepreneurship literature. We use these theoretical perspectives to explain the relationships between the corporate and national culture, venture characteristics and the choice of the strategy. In addition, we are interested in how this choice comes to affect the rate and direction of technology development. 1 Environment Characteristics of Parent Corporation Strategy For Managing Non-Core Technologies Rate and Direction of Technology Development Venture Characteristics Figure 1. Research framework. 1.2 Method We started our inquiry by reviewing the existing literature on the process of managing intellectual property in large corporations. In a similar vein, we conducted a literature study on various organizational modes available for large corporations seeking ways to exploit their technology portfolio to the fullest. After the literature review, we conducted an analysis of 7 Finnish, Swedish, and US corporations to build information and create an understanding of how various large corporations have dealt with their non-core technologies during the past years. Based on this overall view, we selected eight specific technologies for an in-depth analysis, to follow how ownership changes affect the evolution of the technology. In Finland, the case companies include Cultor (the current Danisco Finland), Fortum, and Raisio. In the United States and Canada, we investigated Lucent, Xerox, Procter & Gamble, and Nortel Networks. In Sweden, we worked closely with Pharmacia Corporation, Saab-Scania, Perstorp, and Volvo Technology Transfer. 1.3 Definitions 1.3.1 Technology The origins of the word technology can be traced back to ancient Greece. In classical Greek, the word techne referred to the skill of hand or technique. The word logos meant knowledge or science. Interpreted in a simplifying manner, technology can thus be defined as knowledge of skills or techniques or as a science of skills and technologies (Autio, 1995). Alternatively, technology refers to a process, which, through the application of scientific or other knowledge, allows for commercial production of goods and services (Dussauge et al., 1992; Smith, 1986). Technological activities differ from scientific activities in the sense that the major outputs of scientific activities are information and knowledge, whereas technological activities produce also products or services (Allen, 1977). Information and knowledge are inputs both into scientific and technological activities. 2 Technology development is the result of several layers of activity. Broadly, we can identify three levels: 1. Individuals develop ideas, theories, or perspectives that are known only to them or their colleagues or the groups they belong to. This tacit knowledge may be derived from their experiences, experimentation or imagination. 2. The second level consists of tacit knowledge that is verified and codified through a scientific process of experimentation. In the process of verification, some of the tacit knowledge is found to be valid, some will be dismissed, and some may await further attempts at verification. In the process of codification, the tacit knowledge is formalized and put into a language that can be communicated and understood by others. So, as a result of scientific verification and codification, the knowledge becomes available to a large number of people. 3. Finally, there is a level of development where the knowledge is put to use – physically embodied in products, services, or procedures (Narayanan, 2001). The definitions of technology described above demonstrate that technology is a multidimensional concept encompassing many aspects and components. For instance, Sharif and Ramanthan (1987) divide technology into four components. They distinguish between technoware, infoware, humanware, and orgaware. Technoware refers to the physical manifestations of technology, such as car engines, microchips and software packages. Infoware denotes the articulated knowledge concerning the physical manifestations. Individual technological skills are included in the term humanware, whereas the organizational skills related to technology are called orgaware. The orgaware component manifests itself in organizational routines and processes. Even though technological development is fuelled by advances in scientific knowledge, technology depends on and cannot exist without non-scientific, more practically-oriented knowledge (Aldrigde, 1990). The discussion above points out that it is impossible to separate technological development from its context. Therefore, we use the term technology to denote various constellations of resources required to convert scientific and engineering knowledge to products and services. Examples of such resource constellations include technology-related business ideas, inventions, patents, technology development projects, technology-based ventures, business units, or any combinations of these. 1.3.2 Non-core technology The firm-focused concepts of technology (Molina, 1999) have analyzed technologies from the point of view of their strategic importance to the competitiveness of firms. Some authors use terms, such as “critical” technologies (Whelan, 1988), “distinctive” and “basic” technologies (Ford, 1988), as well as “key” technologies (A.D.Little, 1981) to denote technological assets that directly affect a company’s competitive position. Enabling technologies help a company to operate, but do not directly help them to compete (Whelan, 1988). Strategic technologies (Whelan, 1988) or pacing technologies (A.D.Little, 1981) are still in the early stage of their development and carry the potential for changing the basis of competition. Gaynor (1996) defines core technologies as “those technologies that are essential to maintain a competitive position”. This definition is well in line with the concept of core competence introduced by Prahalad and Hamel (1990), defined as competitively unique competencies that create customer-perceived value and serve as a gateway to new markets. The key message of the “core competence” literature is that the corporations should focus on their core competencies and outsource or divest less important activities. In practice, the identification of core competencies has proved to be problematic and the corporations’ urge to focus on their core competencies as been sometimes criticized as some kinds of “self-fulfilling feel-good exercises” (Collis and Montgomery, 1995). Despite these problems, in practice many corporations end up defining some technologies, like many other assets, as non-significant for their current competitive position. In a similar vein, firms may become owners of technologies they are not able to further develop. We call these technologies non-core technologies. Non-core technologies are usually not directly linked to the core businesses of the company or used in the parent corporation’s current or future products. Although non-core, these technologies may be marketable and exploitable in other organizations and contexts. It is important to note that the definition of non-core technology is time and context-dependent. The distinction between core and non-core technologies is made at a certain point of time based on the current corporate strategy and competitive environment. At some other point of time or made by some other person, the decision might be different. Therefore, we chose to consider the distinction between core and non-core technologies as a strategic decision based upon managerial discretion. The criteria for identifying non-core technologies are, therefore, beyond the scope of this study. The reader should bear in mind that the development of novel technologies always carries along the element of uncertainty and ambiguity. Therefore, it might be difficult for corporate management to make an unambiguous distinction between its core and non-core technologies. We do our best to integrate this element of uncertainty in our analysis of the management of non-core technologies in large corporations. 1.4 Structure of the report This report is organized as follows. The first chapter serves as an introduction to the topic. The second chapter briefly describes the steps required for successful management of non-core technologies in a large corporation. In Chapter 3, we review the organizational modes available for large corporations seeking to exploit their innovation potential to the fullest. Chapter 4 focuses on the experiences of Finnish, Swedish and the US corporations relative to the management of technologies outside their strategic core. Chapter 5 concludes the report by presenting recommendations for corporate management based on the existing literature and the experiences of technology managers all over the world. In this study, non-core technologies are understood as technologies that companies are not able or willing to further develop and/or exploit. 3 2 Process of Managing Non-Core Technologies: An Overview Figure 2 illustrates how ideas and ventures may cross organizational boundaries when the emphasis shifts from research and development to commercialization activities. Some of the ideas originating from the firm’s research process may seep out of the firm, either in the research process or later over the life cycle of a technology-based venture. Reasons for some technology-based business ideas ending up being divested include unexpected discoveries stemming from research and development activities having no obvious linkages to the current or future core businesses of the parent. Sometimes the parent corporation may recognize that some of its core technologies may be used for serving a totally different set of customers and decide that a separate organization would be better equipped to address this need. In case of more mature technologies, shifting corporate strategies may render them less valuable for the parent corporation (Parhankangas and Arenius, 2003). Ideas may also start outside the parent corporation and move inside. Previous research indicates that many of the ventures acquired by large corporations end up being divested because of problems associated with integration (Lindholm, 1994). Mechanisms for “technology leakage” include external licensing, joint ventures, sell-offs, spinoffs and strategic alliances. Research The process of managing non-core technologies can be divided into three phases. The first phase involves a review of technology portfolio and identification of non-core technologies. The second phase deals with choosing an organizational mode that provides an optimal home for non-core technologies. The organizational mode may be external, hybrid or internal, as described in Chapter 3. Once the organizational mode has been chosen, several important decisions regarding the scope and terms of technology transfer need to be made. The third phase includes also the aftercare activities of the internal and hybrid modes. Finally, it should be kept in mind that managing non-core technologies is a reiterative process. It is very common that the parent corporation needs to reconsider the importance of and the optimal location for the non-core technology several times during the aftercare process. As a result, some technologies incubated using the internal or hybrid modes may become more significant for the parent corporation, leading to the re-integration to the strategic core. In the opposite case, the parent firm may want to divest the technologies through a spin-off, sell-off or licensing arrangement. The process of managing non-core technologies is depicted in Figure 3 and described briefly below. Development Maturity New Market Boundary of the firm Research Projects Current Market Figure 2. Open innovation paradigm for managing industrial R&D (adapted from Chesbrough, 2003b). 5 PHASE I : REVIEW OF TECHNOLOGY PORTFOLIO PHASE II: SELECTION OF ORGANIZATIONAL MODE Valuation of the Opportunity PHASE III: TECHNOLOGY TRANSFER AND AFTERCARE ACTIVITIES Terms of the Transaction Internal Core Technology Portfolio Hybrid Aftercare Technology Transfer Non-Core External Business Strategy Competitive Assessment Resource Sharing and Control Re-evaluation Figure 3. The process of managing non-core technologies. 2.1 Phase I: Technology portfolio review The first step in the process of managing non-core technologies involves gaining an understanding of the size and strength of the technology-based assets possessed by the corporation. Technology portfolio review is defined as “systematic review of corporation’s technology portfolio in order to inventory and categorize the corporation’s current technologies and analyze the different value extraction possibilities of these technologies” (Narayanan, 2001). This step may seem elementary, but previous research suggests that most firms have little or no idea of the composition or value of their technology portfolio (Rivette and Kline, 2000). In many firms, there are no intermediate divisions responsible for compiling information on technology-based assets. Thus, the coordination between the divisions of a firm regarding technology management issues is often rather limited and inefficient. “There is a lack of holistic view of technology portfolios; technologies reside in separate divisions and business units, and very rarely does a CTO have a good overview of what technologies are there (in the firm)” (Boston Consulting Group, 2003). In here, we advise the corporate managers to view their technologies as a constellation of resources, both tangible and intangible, keeping in mind that sometimes it is easier map technologies by identifying the products, processes and services they are related to. The technology portfolio may be seen as a part of the corporation’s intellectual capital consisting of its human and intellectual assets, as shown in Figure 4. Technology-related human capital may be defined as the technology-related capabilities of the employees, contractors, suppliers, and other company-related people associated with the value creation of the firm (Sullivan, 1998). The human capital includes the collective experi- 6 ence, skills, and general know-how of all employees. Intellectual assets may be defined as the codified, tangible, or physical representation of specific knowledge to which the company can assert ownership rights. Intellectual assets that receive legal protection are intellectual property, such as patents, copyrights, trade secrets, and trademarks. Intellectual capital is of little value by itself. Many of the firm’s intellectual assets become part of its structural capital, including administrative and technical methods, customer capital, processes, procedures, as well as the firm’s organization structure (Sullivan, 1998; 2000). Perhaps more important than the infrastructure are the complementary business assets provided by the firm. These complementary assets include manufacturing facilities, distribution networks, customer lists and relationships, supplier networks, and complementary technologies. Complementary assets may be divided into generic complementary assets available on the open market and specialized complementary assets defined as exclusively held by the firm or the group of firms (Sullivan, 1998, 2000). As a result, we may say that the firm’s technology portfolio consists of bundle of technology-related human capital, intellectual property and structural capital, none of which can be treated separately from one another. For most companies, the easiest and most logical place to start the review is with intellectual property, because most companies already have an easily identifiable collection of patents or copyrighted works (Sullivan 1998). However, technology review activities should not be limited to technologies protected by patents. Besides patent portfolios, idea databases in use in some corporations may reveal unutilized inventions and technology-based business plans with huge potential outside the parent corporation. While idea databases and patent portfolios may help identifying relatively early-stage non-core technologies, more mature Human Capital Experience Know-how Skills Creativity Intellectual Assets Programs Inventions Processes Databases Methodologies Documents Drawings Designs Intellectual Property Patents Copyright Trademarks Trade secrets Structural Capital Figure 4. Classification of intellectual capital (adapted from Sullivan, 1998). Inputs to technology review process / portfolio mining process Idea databases Divestment candidates ally in? How does the firm define its businesses? What strategies are available? Do we have resources to commercialize this technology? The external realities concern opportunities and threats and focus on fundamental forces affecting the long-term viability of the industry as well as the immediate opportunities available for the firm. After the valuation, each technology belongs to some cluster of the technology portfolio. These clusters are then prioritized and aligned with the corporate strategy. Those technology clusters that do not fit in the company’s current or future mainstream businesses can be seen as non-core. The next step is to assess the value of these technologies and possible value extraction possibilities. 2.2 Phase II: Selection of organizational mode We approach the dilemma of value extraction from non-core technologies by considering various organizational modes available for their further development and exploitation. While making the decision, corporate managers are likely to pay attention to the desired future access to the technology, the strategic importance of the non-core technology, the characteristics of the technology as well as challenges and benefits associated with each mode. Chapters 3, 4 and 5 will focus on the characteristics of the organizational modes available for managing non-core technologies, guiding corporate managers in their employment. Patent portfolio Figure 5. Inputs to the technology review process. technologies, technology-based projects or business units are likely to be more visible for corporate managers. These technologies may also become candidates for termination, sell-offs, spin-offs or collaborative arrangements, if their strategic importance diminishes due to changes in corporate strategy. Under such circumstances, they should be added to a corporation’s listing of non-core technologies. Figure 5 shows the most common points of departure for technology review activities. Corporations use various methods for evaluating the value of the technologies in their portfolio. The relative value of a technology is largely dependent on the firm’s view of itself and on the reality of the marketplace (Sullivan, 1998). Each firm exists in a context that shapes the firm’s view of what is and what is not of value. Context may be defined as the firm’s internal and external realities. Internal reality concerns direction, resources, and constraints. Corporate managers may ask themselves: What businesses is the firm re- 2.3 Phase III: Transaction-related issues and aftercare After the selection of the organizational mode, the parent corporation needs to pay attention to the terms and implementation of the technology transfer agreement. Fully aware of the fact that the content of a technology transfer agreement will vary depending on the organizational mode chosen by the parent corporation, we suggest that there are some general issues that need to be addressed in each case. These issues are illustrated in Figure 6. The definition of the scope and the terms of the technology transfer transaction becomes especially important in cases where the parent corporation decides to transfer the rights to technology development to a new owner or continues technology development in collaboration with external parties. At this phase, the corporate managers and venture managers need to list resources required for the successful commercialization of the technology, paying special attention to the potential and existing synergies between the technology-based venture and the mainstream businesses of the parent firm. The objective of this step is to identify the intellectual property, intellectual capital, and comple- 7 mentary resources that need to be transferred to the recipient organization. Even in the case of internal modes, it is crucial to gain a good understanding of the scope of the venture in terms of its resource needs and linkages to the rest of the parent organization. In hybrid and external modes, the parent needs to find a partner or a recipient for technology transfer. Personal or professional connections, technology brokering services, or active marketing of intellectual property may facilitate the implementation of this step. After the identification of the recipient, the terms of the transaction need to be agreed upon. Harbison and Pekar (1998: 4) suggest that negotiations around the technology-based transactions focus on two sets of factors. The first set of factors can be labeled as business fit, including issues like agreed purpose and objectives, goal congruency, due diligence, transaction price, contract writing, and exit strategy. The second set of factors, implementation issues, includes the relative level of Scope of arrangement YES All Modes contributions, ownership and control, and managerial issues (Rigsbee, 2000). In addition to the contractual terms, the parent corporation needs to pay attention to securing funding especially for internal development and hybrid modes. The need for resource sharing and ongoing control are likely to emerge in cases where the parent corporation decides to continue technology development in-house or in collaboration with others. Even some external modes, such as licensing and sell-offs, might require that the parent corporation transfer some personnel to the recipient organization on a temporary basis in order to facilitate technology transfer. Many spin-off firms, in turn, may become dependent on the parent firm’s support in the area of legal and administrative services, and complementary assets during their first years. Finally, a crucial part of the aftercare process is to determine when and how to exit from an internal or hybrid mode of technology development. A partner or recipient required? NO Internal modes Hybrid and external modes Screening for partner or recipient Valuation Contractual issues Financial issues Implementation YES Internal and hybrid modes NO Aftercare needed? External modes Figure 6. Phase III: Terms of transaction and aftercare activities. 8 3 Organizational Modes for Managing Non-Core Technologies Finding a nurturing environment for non-core technologies is a challenge that every technology manager is likely to face. In our report, we are going to discuss several organizational arrangements that may provide a good home for non-core technologies. These organizational arrangements can be divided into three groups depending on whether the non-core technologies are exploited internally, externally, 1 or in collaboration with external parties. Figure 7 presents these categories and the modes included in each of them. Internal Modes Internal development ● In an established business unit ● In a corporate venturing unit Other Modes ● Termination ● Putting on the External Modes Hybrid Modes Alliances ● Joint venture ● Other collaborative arrangements Divestment Modes ● Sell-off ● Spin-off (no parent firm ownership) Other Modes ● Donation Other Modes ● Licensing ● Spin-Off (partly owned by the parent) Figure 7. Organizational modes for managing non-core technologies. Strategic alliances, licensing arrangements, and spin-off firms partly owned by the parent represent hybrid modes. The hybrid modes aim at developing or exploiting non-core technologies in collaboration with external organizations, such as other companies, universities, technology agencies and programs. Hybrid modes serve as a means for reducing the risk and saving resources from the parent firm’s point of view, but also require sharing the possible future profits and other outcomes of technology development. With internal modes, intellectual property rights are kept within the parent organization and the further development of technology is mainly carried out with in-house resources. In this study, we are looking at three types of internal modes: internal development in business units or corporate venturing organizations, termination and putting the technology on the shelf (the waiting strategy). The optimal location for a non-core technology may not remain the same for all of its lifetime. For instance, an invention stemming from a central R&D laboratory may be transferred first to an internal corporate venturing unit, and then out of the parent firm through a sell-off or a spin-off arrangement. Therefore, it is crucial that corporate managers readdress the question of the optimal location for the venture several times over its life cycle. 3.1 Sell-off Sell-off can be defined as follows (Woo et al., 1992): External modes are used to transfer the technology-based assets out of the parent corporation. The motives for externalizing technological competences vary from the lack of resources to strategic reorientation and re-positioning. The most common external modes are spin-offs and sell-offs. In addition to these divestment modes, donation of a technology may also be understood as an external strategy for managing non-core technologies. 1 A sell-off occurs, when divested assets are purchased by and become part of another firm. In this study, the divested assets are technology-related and they can be both tangible and intangible. For example, sell-off may involve the transfer of the intellectual property rights related to a technology, or a complete business unit utilizing the technology. Note that except for the donation option, the organizational modes used for managing non-core technologies are basically the same as the modes used for managing core technologies. However, the frequency of their use and the mode of their application are likely to differ depending on whether we are talking about core or non-core technologies. 9 3.1.1 Motive The reasons for divesting non-core technologies through sell-off arrangements are many. Sell-offs may be used to restructure the technology portfolio of a company in order to focus on selected core technologies and businesses. Refocusing usually improves the restructuring firm’s ability to create and sustain competitive advantage, since no company possesses infinite technological resources and capabilities (Dranikoff et. al., 2002; Steiner, 1997). McKinsey & Company found that the companies actively managing their business portfolios through acquisitions and divestitures create substantially more shareholder value than those companies passively holding their business portfolios intact (Dranikoff et al., 2002). Many conditions conducive to corporate restructuring activities in general are also present in sell-offs of non-core technologies in particular. These external conditions include changing product market conditions, such as overcapacity, deflation, slow growth, and intense foreign competition, just to mention a few. As Steiner (1997) suggests, the motivations for sell-offs are usually financial in nature. First, a company may have a desire to generate cash to pay down its debt, reducing the company’s dept equity ratio. A second motive for a sell-off may be the poor profitability of the unit developing the non-core technology. Third, the technology may be more valuable to some other company than the parent, as there is a low level of interdependence and synergies with the parent company’s other units (Woo et al., 1992). The second and the third motives are the most obvious reasons for carrying out technology-related sell-offs. 3.1.2 Managing sell-offs Managers engaged in the sales of non-core businesses are faced with at least three fundamental challenges. The first challenge involves the determination of the value of the technology. The second challenge is to maintain the health of the business during the process of selling it. The problem is to maintain stakeholders’ commitment during the disposal phase (Nanda and Williamson, 1995). Third, finding a purchaser for a non-core technology might require a substantial amount of time and effort. may decide to leave to pursue other opportunities. Also suppliers and distributors may feel uncomfortable, because the sale may cause discontinuities in the relationships between the members of a value-chain (Nanda and Williamson, 1995). The timing of the sale is also crucial. Short-term financial objectives may favor quick deals. If long-term alternatives are taken into account, the company has to consider the current situation, and forecast future situation in stock markets, the forthcoming technological changes, and future strategic options. On the other hand, the costs of not selling the technology must also be calculated and considered in the decision-making. Based on our interviews of corporate managers participating in this study, most corporations find a buyer for their non-core technology by chance, or through personal contacts. In cases where informal networks do not provide the parent corporation with suitable buyer candidates, the corporate management tends to move on and use other organizational arrangements for managing their non-core technologies. 3.1.3 Outcome A sell-off may be one of the quickest ways to cash on a non-core technology. After the transfer of ownership rights, the parent corporation is free to walk away from the technology with a fixed sum of money in its pocket. After the sale, however, the parent corporation has no more access to the technology and cannot benefit from the possible future profits accruing from it. It is time for the new owner to take over the further development of the technology. We assume that the divested technology-based venture may be better off under its new owner compared to its prior position being not strategically important for the former parent. This may result in improvements in innovativeness, creativity and motivation of the employees working for the divested venture. 3.2 Spin-off The determination of the price for the technology is especially problematic, when we are speaking of novel technologies in emerging markets. The novelty of the technology and the lack of knowledge of potential product applications and size of the markets make the price setting a very demanding task. The second challenge involves the management of the human side of the divestment. Labeling a business “for sale” may result in distracted employees and distrustful customers, distributors and vendors. Further development of the technology is usually put on the hold and skilled people 10 In the recent management literature, the notion of spin-off has many connotations. In this study, we focus on new business formation based on the technology-related assets developed within the parent firm being taken into a self-standing firm. A technology-related spin-off may be defined as follows (Garvin, 1983): A technology spin-off company is a company that is created for the purpose of commercializing one or more research discoveries outside the main business of the parent corporation. 3.2.1 Motive Motivations for divesting technologies and technological competencies through spin-off arrangements vary. Many of the motivations for spin-offs are the same as described in the chapter focusing on technology-related sell-offs, including overcapacity, deflation, slow growth, intense foreign competition, poor performance of the parent or the spin-off unit, or strategic mismatch between the technology-based venture and the parent (Woo et al., 1992). Furthermore, Lindholm (1994) found that spin-off arrangements might also be motivated by the not-invented-here syndrome or integration problems, especially in earlier acquired units. The parent company can also have more proactive motives. Founding a new organizational entity may be the best way of allowing the venture team more strategic and operational freedom to explore new ideas (Parhankangas, 1999), while enabling the parent organization to focus more efficiently on its core areas, cash generation and primary markets. Abetti (2002) argues that internal entrepreneurs are faced with two choices, when their proposals for starting new businesses based on radical innovations are rejected. The first option is to go “underground”. The second option is to spin off a new venture, with or without the blessing of the parent company. Lindholm (1994) states that one of the most important motives leading to the formation of a spin-off company is the frustration of a technical entrepreneur in his previous position, feeling that the fruits of his work are trapped inside the organization and his projects are constantly terminated. To conclude, motivations for corporate spin-offs and sell-offs share many similarities. However, there are some differences as well. First, the revenues resulting from a spin-off arrangement may take years to materialize. This refers especially to situations where the parent firm decides to remain a minority owner of a newly founded firm. Second, informal discussions with corporate managers led us to believe that spin-offs are often used in lieu of sell-offs, when 1) it is impossible to find a buyer for the venture; 2) setting a price for a technology is challenging to due to market and technology uncertainties; 3) the venture managers have expressed their interest in becoming the founding team of a spin-off firm; 4) public sale of technology-based assets would endanger the success of the venture by creating insecurity among the key personnel, customers, and suppliers. 3.2.2 Managing spin-offs Spin-off arrangements require a series of negotiations between the venture and corporate managers, in which the scope of the technology transfer and its price are deter- mined. Defining the scope of the spin-off refers to determining the assets of the parent company, both tangible and intangible, transferred to the new firm. This phase is important, since the transfer of the assets has been found to be very important for the performance of the spin-off company. According to Lindholm (1994), the transfer of industry knowledge and customer contacts is important for initial growth of young spin-off firms. In addition, the parent firm has to decide whether to retain an ownership share in the newly founded spin-off firm. Ito and Rose (1994) found that the parent firm ownership is adversely related to the profitability of the spin-off. Chesbrough (2003a), in turn, came to a conclusion that the equity stake of the parent was negatively associated with revenue growth and market value of the spin-off. However, the equity position per se does not seem to impair the financial performance of the spin-off firm. Rather, it looks like that the spin-off suffers from the parent company’s involvement in the day-to-day management. Therefore, to successfully manage the spin-off process, one needs to create governance structures that promote seizing new technical and market opportunities. In addition, prior studies suggest that spin-offs with venture capital investors on their boards and outside CEOs grow more rapidly than other spin-offs (Chesbrough, 2003a). The relationship between the parent company and the spin-off may be competitive, collaborative or independent. Lindholm (1994) found that co-operation with the parent company is positively associated with the growth of the spin-off firm. In a similar vein, and R&D collaboration promotes the innovativeness of the spin-off firm, especially during the first years after the establishment. 3.2.3 Outcome The parent firm’s access to technological assets and the financial profits generated by the spin-off firm varies depending on how the relationship between the parent firm and the spin-off is arranged. If the parent firm decides not to maintain an ongoing relationship with the spin-off, the parent’s access to the technology and financial profits will be limited. Conversely, by acquiring a minority ownership share, a parent firm has an option to follow the technology development at arm’s length. This arrangement combines the advantages of both large corporations and small entrepreneurial ventures, resulting in flexible and innovative small firms with an access to abundant resources of a large corporation. In these kinds of arrangements, the parent may contribute technology, personnel, and possibly cash, in exchange for minority equity participation. The parent may also become a major customer for its spin-off (Abetti, 2002). 11 3.3 Donation Patent donation is one of the least known mechanisms for managing non-core technologies (Reich, 2002). Hering (2002) argues that donating intellectual property is by no means a new option in the IP management tool kit, but it has grown in profile and popularity over the recent years, particularly in the United States, where it originated. The motivation for patent donations stems from the fact that sometimes the opportunity cost of maintaining a piece of dormant intellectual property may be greater than offloading it, or giving it away. Patent donations may be motivated by several reasons. First, the intellectual property in question may no longer fit into the corporate strategy. Second, the corporation may not be able to find a buyer, who is willing to pay an acceptable price for the technology. Third, donations may be triggered by country-specific tax benefits and a desire to establish contacts with universities and research institutes. Finally, sometimes technology development efforts mainly result in the generation of new scientific knowledge. In such cases, it might make sense to donate the technology and the related ownership rights to a university or a research institution. In 1999, DuPont donated 23 of its unused patents to universities and non-profit groups. As a result, instead of having to pay the maintenance costs of keeping them in its portfolio, DuPont received a $64 million tax write-off (Rivette and Kline, 2000). However, there are some problems related to donations. First, a company planning to donate its intellectual property must find a suitable non-profit entity for the further development of the technology. Most research institutions are very strong in basic research, but lack capabilities in the commercialization of the technology. Second, the parent firm should remember that the donation marks an end to its access to the technology and the potential future revenue streams accruing from it (Reich, 2002; Hering, 2002). 3.4 Collaboration The business language of the 1990s popularized the term “strategic alliance” to describe a planned state of co-operation between enterprises (Parr and Smith, 1998). This study divides the strategic alliances into two groups: 1) those in which there is some form of shared or cross-ownership such as joint ventures, and 2) those in which there is only an exchange of services, resources, or knowledge. Technological collaboration and technology-based alliances are examples of the second group. In this study, we consider inter-firm alliances, technological collaboration with non-profit organizations, and joint ventures as a means for managing non-core technologies. 12 Technology-based alliances are defined as relationships where companies cooperate based on their technological capabilities (Dussauge et al., 1992). We distinguish technology-based alliances from joint ventures, where a new independent, jointly owned entity is formed to serve the common interests of the partners. 3.4.1 Motive There are plenty of good reasons for a large corporation to collaborate with universities, participate in technology programs funded by public agencies, or ally with other firms when managing their non-core technologies. First, the parent firm may be willing to share the cost and risk of the development of technologies with unknown value with an external party. Collaboration may be especially helpful in situations where technology development defies the limits of our current state of knowledge. Thus, collaboration may help companies to solve problems they would no be able to solve by themselves with their own resources and competencies. Collaboration may also give the parent corporation some extra time to learn more about the true value of the technology, while still keeping its options open. 3.4.2 Types of technology-based alliances The extent and scope of technology-based alliances vary. Figure 8 illustrates the diversity of the pursued strategic objectives in different types of technology-based alliances (Dussauge et al., 1992). Pre-competitive alliances allow a company to tap into its partner’s technological capabilities. With pre-competitive alliances, the objective is to jointly develop technologies or new products. Pre-competitive alliances may even lead to the establishment of separate organizational units dedicated to collaborative research and development activities. (Dussauge et al., 1992). In complementary alliances, the main objective is to exchange complementary technologies or to enhance commercial exploitation of a given technology by organizing the transfer of technology in return for access to particular markets. Nowadays, only a very few corporations are able to gain a market share large enough to cover the initial investment in technology development. As a result, they will have to engage in cross-licensing or cross-distribution agreements with foreign competitors to ensure their entry in foreign market in exchange for technology (Dussauge et al., 1992). The third type of technology-based alliances has broader purposes and it includes joint manufacture. Such alliances are most often used when the costs of the development programs are too high to be borne by one of the partners alone Technology-Based Alliances Technology development is the purpose of the alliance Technology transfer is the purpose of the alliance COMPLEMENTARITY ALLIANCE Example: distribution accords or cross-licensing agreements The alliance is constrained to joint R&D The alliance also includes product development and manufacture PRE-COMPETITIVE ALLIANCE Example: shared R&D facilities JOINT PRODUCTION AGREEMENTS Example: European Aerospace programs Figure 8. Major types of technology-based alliances. and the extension of markets is needed. This has been the case with some European alliances in the aerospace and defense industries (Dussauge et al., 1992). 3.4.3 Collaborating with non-profit organizations A corporation developing technologies jointly with universities, government laboratories or other publicly-funded research centers benefits from the government’s intervention. However, companies must be aware that technological collaboration with universities usually implies sharing of future income. A contract specifying the rights and responsibilities of the parties must be formulated in order to avoid conflicts. Furthermore, a company planning collaboration with a non-profit organization must be aware of the operational and cultural differences between the partners. Integration is required for a successful collaboration relationship. Kanter (1994) suggests that the most productive relationships achieve five levels of integration: strategic, tactical, operational, interpersonal, and cultural integration. 3.5 Joint venture A joint venture involves two or more parties that combine parts of their assets to establish a new independent company to pursue a business opportunity recognized by the parties involved. 3.5.1 Motive Joint ventures are typically established in situations where the resources and the skills of both partners are necessary to make the business venture in question to succeed. Joint ventures are especially used when projects get larger, technology more expensive and the cost of failure too large to be borne alone (Killing, 1988). According to Nanda and Williamson (1995), a joint venture may serve as a starting point for a complete divestment through a sell-off arrangement. Joint ventures offer many benefits for the buyer and the seller: 1) parent firm profits what the business is really worth, while 2) giving the buyer an opportunity to learn the real value of the technology; 3) maintaining the health of the business during the process of divesting it, 4) facilitating the technology transfer between the two partners. 3.4.4 Outcome The collaborative arrangements may result in jointly developed technologies and products. The level of access to the technology varies depending on the terms of the contract. Also the ownership of intellectual property and profit sharing conditions are defined in the contract. In general, the partners must realize that they may not have exclusive rights to the fruits of the project. When collaborating with universities and research institutes, the corporations need to be aware of the potentially different approach of their partners to publishing the results of technology development. 3.5.2 Managing joint ventures Great attention should be paid to establishing and controlling joint ventures, since they have a high overall failure rate. For instance, the ownership structure may become a great source of conflict if the bargaining power of the partners do not correspond their real contributions to the joint venture. The management of a joint venture can be shared or there can be a dominant partner responsible for the operational management. Killing (1982) argues that operating in the shared management mode is much more difficult than managing the dominant parent ventures. 13 3.5.3 Outcome The partners have an access to the technologies and profits accruing from the joint venture based on the bargaining power of each partner. Joint ventures do not tend to be long lasting alliances. Bleeke and Ernest (1995) argue that the median life span for alliances is only about seven years. In many cases, joint ventures result in an eventual transfer of ownership. Nearly 80 percent of joint ventures ultimately end in a sale by one of the parties to another party. out-licensing activity. In addition, the determining the value of the technology is one of the most difficult questions in licensing (Boswell, 1998). Some companies have established technology-licensing offices. However, these are more common among the public-sector organizations, such as universities. Finally, licensing is usually better suited for managing rather mature and well-known technologies as opposed to emergent technologies. 3.6.3 Outcome 3.6 Technology licensing Licensing, an already important mechanism for converting innovations into profits, will become even more important in the future as companies seek to gain extra value from their intellectual capital (Parr and Sullivan, 1996). In 1980, the market for patent licensing was about $3 billion. Today, it is about $110 billion and growing rapidly (Rigby and Zook, 2002). Technology licensing involves a transfer of technology from the licensor to the licensee. It includes rights to the use of patented information and trademarks in certain territories abdicated by an agreement in favor of the licensee, know-how, and services such as equipment installation, start-up, and testing. This strategy involves the technology licensor being paid a fee in return for the access to the technology. This fee can be an up-front payment, equity, royalties or some combination of these (Contractor, 1985:6). Licensing strategy allows a company to retain a control over its intellectual property, but also gives other companies a possibility to exploit it. This means that the parent company has a complete access to a licensed technology, while enjoying the profit streams accruing from a successful licensing agreement. 3.7 Internal development in established business units In this report, internal development refers to technology development activities carried out in the central research and development unit or in the established business units of the parent firm. Internal development allows the parent company to have a full control over and a total access to the technology and possible future profits. 3.7.1 Motive 3.6.1 Motive Technology licensing may be considered a means of cashing on a non-core technology insignificant for the parent corporation, but marketable and valuable for other companies and organizations. It is also used as a mechanism for establishing and monitoring joint ventures as well as strategic alliances (Parr and Sullivan, 1996). 3.6.2 Licensing non-core technologies The details of licensing agreements vary case by case. For example, in some cases the licensor may help the licensee in the development and final use of the technology. This increases the financial risks taken by the licensor. In some other cases, the involvement of the licensor is minimal (Trott, 2002). Licensing non-core technologies can be problematic. Parr and Sullivan (1996) state that companies in the position of licensing out non-core technologies are usually interested in maximizing their income, while minimizing their investment in obtaining this income. In general, this means that a company invests a minimum amount of resources into the 14 Our very definition of a non-core technology states that these are technologies that parent corporations are not willing to further develop. Therefore, internal development does not seem to be a plausible strategy for managing non-core technologies. However, many technologies fall in the gray area, where the future value of the technology is hard to define, due to market and technological uncertainties. In such situations, the parent firm may choose to continue internal development until uncertainty around the value of the technology diminishes. Secondly, sometimes the parent firm may need to continue the incubation of its non-core technology-based venture in order to prepare it for a successful sell-off, spin-off, or a licensing arrangement later on. Internal development of non-core technologies may also be motivated by some more indirect reasons. Some authors suggest that today’s management mantra according to which the corporations should focus on only a few carefully selected technological competencies is probably misleading (Tidd et al., 1997). Large companies are typically active in a wide range of technologies, but in only a few they achieve a distinctive world-beating position. In some industries, background technological competences are re- quired in order to benefit from the linkages to suppliers of components, subsystems, materials, and production machinery. Furthermore, corporations need to explore new, seemingly unrelated fields in order to identify and develop new business opportunities. 3.7.2 Organizing internal development in established business units Large companies may structure their research and development organizations in several ways. They may either have one or more central laboratories, or one or more divisional laboratories reporting to business operations. Established business units are unlikely candidates for nurturing non-core technologies and often reluctant to invest their scarce resources on them. However, sometimes the development of non-core technologies in established business units might be an optimal solution for both the business unit and the technology-based venture. In here, we are referring to situations where there exist significant synergies between the business unit and the venture, and the non-core technology is still too immature to be separated from the parent. Continued incubation may thus result in a better deal for the parent firm, when divesting a more mature technology through a licensing, sell-off, or spin-off arrangement. A centralized R&D organization is a more common home for non-core technologies defying the limits of existing technological knowledge. The activities of central R&D laboratories are more long-term oriented in nature. Explorative research can then be “protected” from the more immediate demands of the business divisions until the uncertainty around the value of technology diminishes. In addition, centralized research centers are able to achieve economies of scale in research and development and facilitate communication between research groups. 3.7.3 Outcome Internal development is accomplished by using mainly internal resources. Incubating a technology-based venture usually requires a considerable commitment. The upside of internal development is the full control over and access to technologies and products being developed, as well as to the possible future profits. From the viewpoint of a technology-based venture, the outcome of the internal development may vary. First, the venture may lead to an establishment of a new business unit within the parent corporation or to an introduction of a new product. As a result, the strategic importance of the venture may increase within the parent firm (i.e. it becomes part of the core). Second, the role of the venture may only be to support other businesses and/or technologies, thus remain- ing strategically unimportant and potentially under-resourced. And finally, the worst case is that the parent firm fails in nurturing a business in an area fundamentally different from its core businesses. 3.8 Internal development in a corporate venturing unit A corporate venturing unit may serve as a home for the development of non-core technologies. The mission of corporate venturing units involves building new businesses within an established organization. Usually these new businesses address new markets, products, services or technology (Roberts, 1980; Roberts and Berry, 1985). The objective of corporate venturing activities is to combine the innovative capability of small firms with the complementary resources of large corporations (Rothwell, 1984). Corporate venturing offers a more autonomous approach to technology development than the traditional R&D function. Therefore, corporate venturing activities typically involve activities that are radically new to the parent organization and carry a significant amount of risk (Block and MacMillan, 1993), whereas development projects in existing business units are likely to be more incremental in nature. 3.8.1 Motive The reasons for locating a non-core technology within a corporate venturing unit resemble the motives for nurturing such ventures in established business units. First, the parent firm may wish to incubate the venture until uncertainty around its value for the parent diminishes. Second, the parent firm may perceive that too early of a separation from the parent jeopardizes the future success of the technology-based venture, and thus the ability of the parent firm to cash on its investments. Thus, internal corporate venturing may be used for unlocking the hidden potential of technologies, which lie inside the research and development unit and do not fit in with established businesses (Chesbrough and Socolof, 2000). 3.8.2 Organizing and managing corporate venturing Corporate venturing is a process that needs to be managed with care. This process involves the identification of a business opportunity, the evaluation of this opportunity and subsequently providing resources to support the new venture (Tidd et al., 1997). Corporate venturing can be either internally or externally focused. Miles and Covin (2002) divide corporate venturing into four generic clusters in terms of the focus of entre- 15 Table 1. Corporate venturing forms, objectives, and needs of corporate managers. Corporate Venturing Objectives Corporate Management’s Needs & Biases Organisational Development & Cultural Change Strategic Benefits/ Real Option Development High Direct-Internal Direct-Internal Low Indirect-Internal Indirect-Internal Need for Control of Venture Ability and Willingness to Commit Resources to Venturing High Direct-Internal/Indirect-Internal Direct-Internal/Indirect-Internal Low Indirect-Internal Indirect-Internal High Direct-Internal/Indirect-Internal Direct-Internal/Indirect-Internal Low None Indirect-Internal Entrepreneurial Risk Accepting Propensity Miles and Covin (2002) have developed a framework, assisting the corporate management in choosing the appropriate venturing mode under various circumstances. The framework modified from Miles and Covin (2002) is presented in Table 1. The optimal choice of location and structure for a corporate venture depends on a number of factors. Tidd et al. (1997) state that the most decisive factor is the relatedness between the technology-based venture and the core businesses of the parent corporation. The relatedness in terms of technology, products and market will determine the learning challenges the venture will face and the most ap- 16 propriate linkages with the parent company. Burgelman (1984) has developed a two-dimensional framework assisting corporate managers decide on the organizational structure of the corporate venturing activity. The variables in Burgelman’s framework are the strategic importance and operational relatedness of the venture, as illustrated in Figure 9. Strategic importance Operational relatedness preneurship and the presence of investment intermediation: 1) direct-internal venturing 2) indirect-internal venturing 3) direct-external venturing, and 4) indirect-external venturing. The first two mechanisms have most relevance in the context of non-core technologies: • Direct-Internal venturing: New ventures are funded without financial intermediation and developed with the domain of the corporation by corporate employees • Indirect-Internal venturing: The corporation invests in a venture capital fund designed to encourage corporate employees to develop internal ventures. The venture capital fund typically originates and operates within the corporation and is managed by corporate employees. • Direct-External venturing: The corporation, without using a dedicated new venture fund, acquires or takes an equity position in an external venture • Indirect-External venturing: The corporation invests in a venture capital fund that targets external ventures in specific industries or technology sectors. The venture capital may originate outside or within the corporation. Very important Uncertain Not important Unrelated Special business units Independent business units Complete spin-off Partly related New product/business department New venture division Contracting Strongly related Direct integration Micro new ventures department Nurturing and contracting Figure 9. Organizational designs for corporate venturing. 3.8.3 Outcome Locating a non-core technology in a corporate venturing unit enables the parent firm to retain a full control over the intellectual property resulting from the venturing activities. A corporate venturing unit is usually a rather temporary arrangement for nurturing non-core technologies. As the venture matures, it is often spun out from the venturing organization to an internal business unit, or outside of the parent corporation. 3.9 Putting on the shelf Some companies may choose to put their non-core technologies into a waiting state. A waiting strategy can be used, if a company is not willing to invest more resources on the further development of a non-core technology at the moment, but nevertheless wants to maintain the technology in-house and alive. Usually this means that the company terminates development projects, but stores and maintains the intellectual property related to the technology. Garud and Nayyar (1994) suggest that the ability to maintain internally developed technology over time is important for corporate vitality. They argue that companies should learn to transfer across time instead of divesting or terminating technology-based ventures that they are incapable of exploiting in the current market and technological circumstances. 3.9.1 Motive All technologies cannot be utilized immediately after their development (Garud and Nayyar, 1994). For example, time lags in the emergence of technologies and markets may hinder the immediate exploitation of technological knowledge. In such situations, a firm may decide to wait for market uncertainties to dissolve before launching the innovation to the market. Previous literature lists some additional reasons for putting technologies (patents) on the shelf. A patent can be used as a “legal bargaining chip” (Hall and Ham, 1999) when a firm negotiates cross-licensing agreements, an infringement suit or access to external finance. A shelved patent can be used to “build a wall” to effectively protect the “core” of the firm or to prevent the entry of the competitors in highly competitive areas (Gilbert and Newbury, 1983; Hall and Ziedonis, 2001). New developments in financial markets may also encourage putting unutilized patents on the shelf. According to Weedman (2002), intellectual property may already be used as collateral for bonds and bank loans. For instance, music copyrights have recently been used as collateral for fixed income securities. Not far off in the future will be the securities backed by patents, and possibly technological know-how. 3.9.2 Implementing the waiting strategy The waiting strategy requires an organization to develop processes and allocate resources for managing the waiting period. Garud and Nayyar (1994) use the term transformative capacity to denote the ability to transfer knowledge and capabilities across time. In this context, transformative capacity can be considered as a company’s capacity to store non-core technologies for later exploitation. Transformative capacity depends on how well a company accomplishes three tasks: the choice of technologies, their maintenance over time, and their reactivation and synthesis when the need arises. It is necessary for companies to determine whether to maintain knowledge for future or recreate it when needed. There is no need to maintain easy-to-create knowledge for future use. In contrast, difficult-to-create knowledge should be maintained (Garud and Nayyar, 1994). Maintaining knowledge for future use is costly since resources must be assigned to keep knowledge ‘alive’. If not maintained, knowledge decays as skills, routines and assets fall in disuse; knowledge is lost, when key persons leave the company, or knowledge becomes obsolete (Levitt and March, 1988). In addition, intellectual property needs be managed and protected. The process of maintaining shelved technological knowledge starts with cataloging the shelved technologies. The catalog should be periodically reviewed and scanned. It is also important to develop avenues for researchers to share information and provide incentives for maintaining currently unutilized technologies. Retaining key persons with tacit knowledge or entire teams possessing systemic knowledge is crucial for successful knowledge maintenance. The third task a company must be capable of executing is the reactivation and synthesis of the stored technologies. This involves several interrelated tasks: recognizing a business opportunity, reactivating maintained knowledge and coupling reactivated knowledge with complementary existing knowledge (Garud and Nayyar, 1994). In this task, the use of several different kinds of information sharing and processing mechanisms is called for. 3.9.3 Outcome If the company is able to reactivate the shelved non-core technologies to exploit new business opportunities, the outcome of the strategy is successful. In the opposite case, trapped within a corporation, promising technologies and business ideas will go wasted without being exploited (Wolpert, 2002). 17 3.10 Termination 3.10.2 Outcome Termination refers to a complete discontinuance of technology development activities. In most cases, the termination option involves no storage or maintenance of technological competencies developed prior to the termination decision. Putting an end to the development of non-core technologies can be considered a cost-effective solution in the short term, releasing resources for other purposes. However, termination usually means that no one will be able to benefit from the past R&D investments in terms of learning, profit or positive cash flow. Termination may also incur significant indirect costs. Highly skillful people involved in technology development may become extremely frustrated if their ideas and efforts are thrown away. This may affect adversely their innovativeness and creativity, and the company may even end up loosing some of its key people. Nevertheless, a terminated project may create value if managed with care. The termination option should always involve an analysis of what went wrong. In addition, the technical knowledge created during the project should be stored for potential later use. 3.10.1 Motive Many factors may lead to the termination of a project. These factors include the economic, technological and market aspects of the project and the managerial aspects of the company (Balachandra and Brockhoff, 1995). In general, a company is likely to harvest the most probable failures and to concentrate on the projects with the biggest probability for success. With non-core technologies, the termination strategy aims at putting an end to the further consumption of scare resources by projects unrelated to company’s current businesses and releasing the resources for other purposes. 3.11 Summary The characteristics of various organizational modes available for managing non-core technologies are summarized in Table 2. The advantages and disadvantages associated with each mode are listed in Table 3. Table 2. Modes for managing non-core technologies: A summary. Type External Hybrid Internal 18 Mode Future access to technology Future access to profits Degree of commitment Resource sharing with the parent Financing Sell-off No No Low No Acquirer Spin-off Depends Depends Depends Depends Depends Donation No No Low No Recipient Technological collaboration Shared Shared Moderate According to the contract Shared Joint venture Shared Shared Moderate According to the contract Shared Licensing Complete Royalties Moderate According to the contract Mostly the licensee Internal development in existing businesses Complete Complete High High Parent Corporate venturing Complete Complete High Moderate Parent Termination No No Low No No one Putting on shelf After successful reactivation After successful reactivation Low, after reactivation high No Parent Table 3. Advantages and disadvantages related to various organizational modes available for managing non-core technologies. Organizational mode Advantages Disadvantages Sell-off • Immediate payment in form of cash or equity • Releasing resources for the use of core businesses through strategic refocusing • The new owner may have complementary resources required for the successful commercialization of the technology • Difficulties associated with assessing the value of the technology • Difficulties associated with finding a buyer and closing the deal • Difficulties associated with keeping the organization “alive” during the divestment process • No access to future profits accruing from technology development Spin-off • Strategic freedom • Controlled technology transfer • Exploiting the small firm - large corporation synergies through collaboration • Getting innovation out of bureaucratized corporations • Future access to technology and profit sharing (spin-offs partially owned by the parent) • Spin-off process requires attention and commitment of resources • Possibility of creating a competitor • No immediate return on investment • Potential loss of key employees Donation • Building relationships with universities and research institutes • Possible tax benefits • Difficulties associated with finding the right recipient • Difficulties associated with the evaluation of the value of donated IP • No financial benefits Technological collaboration • Cost and risk sharing • Possibility to tap into the complementary resources of the partner • Gives time to learn the true value of the technology • Potential conflicts between the partners • Potential integration problems Joint venture • Small – large firm synergies • Resource and risk sharing • Might serve as a means for complete divestment • Gives time to learn the true value of the technology • Shared ownership → potential conflicts • Partial loss of control Licensing • Possibility to generate short-term extra • Requires systematic approach to and special revenues competence in patent portfolio management • Possibility to benefit from commercial success • Does not work well with emerging of the licensed technologies technologies • Retaining the ownership rights to the technology Internal development in existing businesses • Facilitates the recognition of new business opportunities • Promotes knowledge accumulation and learning within the parent corporation through exploration activities • Creation of business opportunities • Full control over the assets being developed • Internal resistance of funding non-core activities with limited corporate resources • Potential incompetence in dealing with new markets and technologies • Risks and costs are borne alone 19 Table 3. continues... Organizational mode Advantages Disadvantages Internal development in corporate venturing unit • Possibility to foster corporate entrepreneurship and radical innovations • A mechanism for keeping talented entrepreneurs within the corporation • Enhances new product and business development • Provides strategic autonomy that is needed to successfully develop radical innovations and technologies • Full control over the assets being developed • A challenging process to manage • Requires encouraging and supportive corporate environment • A large number of business opportunities must be identified and evaluated to end up with a single project that reaches commercial success • Possible cultural and organizational clashes between the venture and the parent company • Risks and costs are borne alone Termination • Releasing resources for core business purposes • No further investments and costs • No possibilities to make money on technology now or in the future • Possibility of losing talented employees • A possibly adverse impact on innovation and creativity Putting on shelf • Cost savings • Releasing resources for core business purposes • Technology may become trapped within the parent corporation • No short-term return on investment • Possibility of losing key employees • Cost of maintaining the technology • Difficulties associated with reactivating the technology or venture may be difficult 20 4 Management of Non-Core Technologies in Finnish, Swedish and US Corporations: Current Practices and Experiences 4.1 Non-systematic versus systematic approaches to managing non-core technologies Companies may adopt several approaches for managing their non-core technologies. They may resort to ad-hoc methods or they may apply a more systematic approach. The term “non-systematic approach” refers to a process that is not explicitly defined and where non-core technologies are managed case by case. Corporations applying a more systematic approach have clearly defined procedures for managing the technology-based assets outside their core. Characteristic for a more systematic approach to technology management is the existence of an organization dedicated to managing this process. In almost all our case companies, this unit was also responsible for managing corporate venturing activities. Table 4 lists the sample corporations and their approach to managing non-core technologies. Table 4. Case companies and their approach to managing non-core technologies. Company Country Approach Sales (*) $ Millions Number of employees (*) Cultor Finland Non-systematic 1.689 6.933 Fortum Finland Non-systematic 11.951 17.772 Raisio Finland Non-systematic 998 2.800 Saab-Scania Sweden Systematic 1982–1997: Corporate Venturing/ Internal Development/ Acquisitions 5.924 30.337 Perstorp Sweden Systematic 1973–1997: Corporate Venturing/ Acquisitions 1.470 6.747 Pharmacia Sweden Non-systematic 13.835 43.000 Volvo (VTT) Sweden Systematic 1997–: Corporate Venture Capital Activities 23.014 71.160 Nortel Networks U.S.A. Systematic 1997–2000: Corporate Venturing 10.560 12.700 Procter & Gamble U.S.A Systematic 1999–: Patent licensing and donation program 40.238 102.000 Xerox U.S.A Non-systematic 1979-1988: 1979–1982 Laissez faire 1983–1988 Ad hoc efforts Systematic 1989–: 1989–1995 Corporate venture capital XTV 1996– Corporate incubator XNE 15.849 67.800 Lucent U.S.A Systematic 1997–2002: Corporate Venturing 12.321 47.000 * For systematic approaches, the size of the company is measured during the last year of operation of a dedicated unit focusing on the management of non-core technologies. For companies applying non-systematic approaches, the data is from year 2002. 21 In all our case companies, the shift to a more systematic approach was triggered by a long wrestle with the problem of how to manage technologies not directly applicable in the mainstream businesses. At the same time, the parent corporations were faced with a need for a radical change stemming from their environment. In the case of Nortel Networks, the company was struggling to evolve from a traditional telecommunications company to a major player in the Internet age. Perstorp had recently gone public and adopted a high-growth strategy. Xerox, in its turn, had publicly been criticized for the mismanagement of its technologies related to computer applications. As a response to this criticism, Xerox decided to create the XTV unit in order to cash on its non-core technologies. In the case of Saab-Scania, the parent corporation was seeking a new mission for its Jönköping unit under the threat of having to lay-off people in this area. Why do some corporations prefer systematic approaches, while others choose to keep their processes less formalized? First, the size of the parent corporation is likely to matter. Smaller companies might not need a highly structured approach for managing their non-core technologies. Due to a relatively small number of non-core technologies in their portfolio, it may be possible for smaller companies to manage their non-core technologies case by case. In addition, smaller companies rarely have enough resources to establish and maintain sophisticated structures geared at commercializing their non-strategic technological assets. However, differences in size cannot completely explain why some of our sample corporations resorted to systematic approaches, while others adopted an ad-hoc approach. For instance, one of our smallest companies (Perstorp) chose to formalize the management of its non-core technologies. In Perstorp’s case, the small number of non-core technologies was not enough to justify the establishment of a dedicated unit for their further development. We assume that Perstorp solved this problem by locating its non-core technologies and acquired new ventures under the same unit. Secondly, our empirical evidence suggests that the formalization of new business development activities, corporate venturing activities and the acquisition process of new, technology-based firms may facilitate the adoption of a more systematic approach to managing non-core technologies. The systematic and non-systematic approaches adopted by our case corporations will be described more in detail below. 4.2 Longitudinal analysis of individual ventures developing non-core technologies As stated before, we chose eight ventures in Finnish and Swedish corporations for further analysis, with our primary focus on the practices applied by these corporations 22 to the management of their non-core technologies. When analyzing the history of these ventures we had several questions in mind, such as: Why were these ventures initiated? Why did they become excluded from the strategic core? What governance structures were used to manage these ventures? How did the choice of governance structure affect the rate and the direction of technology development? These eight ventures were managed, as we choose to put it, using an unsystematic or an ad hoc approach to technology management, referring to the fact that there was no dedicated organization in place for their development. The comparison of these eight ventures as well as brief case descriptions can be found in Appendices 1 and 2. The description of more systematic approaches will follow later in this report. 4.2.1 Objectives of the technology development In three out of our eight ventures, the parent corporation had a clear mission for technology development. In the case of conductive polymers, the parent corporation wanted to develop a plastic battery. In those days, there was a strong belief that plastic batteries could compete against traditional ones in terms of quality. The decision to diversify into the plastic battery business seemed very rational given the state of knowledge at the time of the decision. However, the subsequent years of development work proved this initial optimism to be wrong, where it seemed that the development team’s efforts were defying the laws of nature. As a result, the venture team decided to back off and apply their accumulated knowledge in closely related areas. In the case of specialty resins, the parent corporation wished to initiate and establish an in-house production of special resins for the use of parent corporation’s chromatographic separation processes. This goal was achieved. After a decade, however, in-house production ceased to be a necessity anymore, due to the emergence of the external supply of these resins. This led to the divestment decision by the parent. External market conditions delayed the development of the technology seeking to utilize waste plastics in asphalt and fuels. At the time of the study, the development efforts of this technology were frozen, awaiting changes in environmental regulations. In five out of eight ventures, the parent firms were exploring new business areas with the help of new technologies, with little knowledge of the possible outcomes of their actions. In the immobilization technology example, the parent corporation did not restrict its search to any specific application in biotechnology. By chance, it acquired a possession of fermentation plants. The possession of the plants made it possible for Cultor to enter into an alliance with a US corporation with complementary knowledge on enzyme manufacture. As a by-product of this alliance the parent firm was able to adopt the immobilization technology and started looking for commercial applications. The development of the ALE technology was triggered by the parent firm’s desire to explore new business areas with the help of new-to-the world technologies. However, the parent corporation came soon to realize that the novel technology was too specific and the necessary development path too heavy for an instrument manufacturer. As a result, the parent firm decided to divest the technology trough a sell-off arrangement. This started a chain of transactions where the technology was transferred from one organization to another resulting in numerous product applications during its decades-long history in various organizations. The development of miniaturization, biosensor, and oxygen absorbent technologies resulted from the parent firms’ quest for new business areas around these technologies. After decades-long development activities, the parent firms were unable to integrate the fruits of the technology development into their strategic core and decided to establish spin-off firms to further develop these technologies. In five of out eight examples, the parent firms were searching for new business areas by exploiting new-to-the world technologies with only a vague idea of what they were after. In only three examples, the parent firm had an unambiguous goal for technology development. Ironically, the preset goal was achieved in only one of our examples, and soon after its realization, the importance of the goal for the parent decreased. In most cases, the technology development resulted in applications that were not known or anticipated in the beginning of the project. Many of them were nothing like the corporate management imagined. Also, the potential product applications were identified after a series of ownership changes. Many of these applications ended up being exploited by other firms than the parent corporation. It seems to us that these stories demonstrate the serendipitous nature of technology development. 4.2.2 Co-Evolution of technologies and governance forms To better understand how changes in governance structures affect the rate and speed of technology development, special attention was paid to changes in the governance of novel technologies during their development. While analyzing the evolution of the conductive polymer technology, it became obvious that there were four distinct governance structures that came into use over time: 1) The first was an alliance between Neste, National Research Center of Finland, and a domestic lead battery manufac- turer; 2) The second was a Nordic research consortium between Neste, National Research Center of Finland, and Nordic universities and research institutions; 3) The third was a joint venture between Neste and two scientists of University of California; 4) and the fourth was a spin-off firm from Fortum (former Neste). All the organizational arrangements seemed to be dedicated to the development of one or two specific applications. It appeared that each relationship had a need to bring focus to the activities. A similar pattern may be detected in many of our other examples, as indicated in Appendix 2. It appears to us that technologies become transferred from one organization or network to another because of an incapability of the original owner to further develop the technology. Specifically, we note that a rather generic technology can easily branch into several product applications, the development of which seems to be best managed by several individual firms or constellations of them. Changes in governance structures might have helped our case companies avoid the problems of an organization being so tightly organized and structured to make it incapable of encouraging and nurturing the development of a novel technology. Established organizations are found to seek solutions near the neighborhood of their existing solutions, while relying on past historical experience for a guiding rationale (see, for instance, Ahuja and Lampert, 2001). They are therefore unlikely to recognize radically new innovations. Besides deficiencies in opportunity recognition, parent firms may lack resources required for the development of novel technologies outside their strategic core. For instance, it would have been more difficult for Cultor to pursue beverage-related applications without allying with leading domestic and international breweries. In a similar vein, establishing a spin-off firm may serve as a means of separating a technology-based venture from a parent corporation not interested in or capable of its further development. Looking at the situation from the opposite angle, the venture managers of the Biosensor technology report being hurt by the parent corporation’s policy forbidding any contacts with the surrounding world for the secrecy reasons during the time period of 1985–1988. Changes in governance structures may also become a necessity, as the emphasis of activity shifts from pure research and development to commercialization. The clearest manifestation of this emerged from an interview where it was stated that the contacts of the project management were too technical in nature to facilitate the commercialization of the technology prior to the spin-off. In a similar vein, the CEO of one of our spin-off companies saw it necessary to break free from the old networks of the parent corporation in order to take a new product application to the market. It was noteworthy that as a venture moved closer to the market, there was also a tendency to encounter and adopt more hierarchical forms of governance. 23 4.2.3 Role of co-incidence, luck and chance events Our discussions with venture managers increasingly led us to believe that co-incidence, luck and chance events (non-planned activities) actually played a very major role in shaping the development paths of these novel technologies. First, perhaps due to market and technology uncertainties, managers found the role of formal planning of less relative importance during the process. This applies to the identification of new applications for the technology in particular. In the words of the technology manager at Cultor: “In search of potential applications for this technology, we engaged in a thorough and systematic analysis of existing literature and existing customer base. However, all the applications that actually worked and were implemented were found by chance. Companies often aim at modeling processes and using well-structured management methods. However, our experience shows that intuition can often lead to exactly the same results.” This intuition was mainly based on the venture team’s networks of contacts, relying on the personal history or chance events. For instance, the CEO of a spin-off firm from Fortum states that the identification of a market opportunity in the paper industry was purely due to this previous employment at a leading Finnish paper manufacturer. This is in line with prior network literature stating that the identification of opportunities relies heavily on individuals’ existing business and personal contacts (Gulati, 1995; Wong and Ellis, 2002; Mitsuhashi, 2002). In some instances, the impetus for technology development stemmed from being simply being in the right place at the right time. In the words of a venture manager at Cultor: “During that time, a need for measuring molecules emerged in the pharmaceuticals industry. We did not have that application in mind when we started, because in the old days, pharmaceutical research was more based on chemical processes. It was very fortunate for us that this change came up.” “The further development of the asphalt application is delayed, because the Finnish packaging industry does not pay for the waste material utilization As a result, there is not enough raw material for commercial production.” Also, unpredictable and somewhat random changes in corporate strategy added uncertainty in the development of novel technologies. Unexpected changes in corporate strategy were seen to open up new applications for the technology, as was witnessed with the development of conductive polymers. Alternatively, sudden changes in corporate strategy were seen to lead to a tightening of philosophy and later closing of some important windows of opportunities, as we perceived with the ALE technology, conductive polymers special polymers, and miniaturization technologies. This may act as an impetus for changes in governance structures through sell-offs or spin-offs (Parhankangas and Hawk, 2003). 4.3 Systematic approaches to managing non-core technologies Some corporations have established a business unit dedicated to the management of their intellectual property outside the core areas. In the following chapters, we provide seven examples of such organizational arrangements. 4.3.1 Lucent Technologies “By chance, I heard about a research project going on at the National Research Center of Finland pursuing similar interests.” In a similar vein, participation in research conferences led in many cases to the establishment of new collaborative arrangements: “Our conference presentation in New Mexico caught the interest of two leading US scientists. Quite unexpectedly, they wanted to collaborate with us.” “Attending a research seminar brought us in contact with Ericsson and that is how our collaboration started.” In addition, unexpected or un-controllable changes in market development may both facilitate or jeopardize technology development: 24 Lucent Technologies created its New Venture Group (NVG) in 1997 with a mission of extracting value from its non-core technologies developed in the Bell Laboratories. In addition to capturing value from these non-core technologies, Lucent also wished to increase the rate at which it commercialized its technologies (Chesbrough and Socolof, 2000). Before the establishment of NVG, Lucent contacted some other companies and venture capitalists to learn from their experiences in the realm of corporate venturing. These discussions helped the planning staff better understand the leading venture capital partnerships’ approach to venture financing and commercializing new technologies (Chesbrough and Socolof, 2000). Lucent decided early on that it was not going to invest its own money in the NVG activities or ventures. Thus, the Organizational Responsibility Business Model Value Realization Business Group Identified Opportunity / Technology Fit between strategic space and business mode? YES Internal development ● Current business model ● Incremental variation on business model Revenue and operating income NO New Venture Group New business opportunity? YES New business model Lucent long-term ownership interest? S YE Internal sale / acquisition NO External sale / IPO NO IP Division Licensing opportunity? YES Patent / technology licensing to another business model Fee / royalty Figure 10. NVG’s model for commercializing new technology. unit had to become financially self-sufficient. The NGV team set a goal to achieve an overall 20 percent return on investment over time for their venture portfolio (Chesbrough, 2003b). In addition, it was important for Lucent that the NVG did not jeopardize the innovation process within Lucent. Therefore, Lucent created a model where the NVG balanced the protection of the internal innovation process with the development of external paths to market for Lucent technologies (Chesbrough, 2003b). The model is depicted in Figure 10. The commercialization process started with meetings where the ideas and projects were discussed among NVG managers and Lucent researchers. Even though some ideas and discoveries showed great potential outside Lucent, the internal Lucent business groups were always given “the right of first refusal” over the technology (Chesbrough, 2003b). The business group evaluating the technology had to carry out an assessment of the strategic fit between the technology and its own business model within nine months. If the business unit decided not to fund the further development of the technology, the NVG was given the opportunity to commercialize it. The commercialization process involved drafting a business model and deciding on the optimal exit strategy (Chesbrough, 2003b). Some Lucent ventures were spun out into legally separate entities, while others stayed within the corporation. Joint ventures were also an option (Rice et al., 2000). If the NVG decided not to commercialize the technology, it became available for external licensing through Lucent’s intellectual property licensing office (Chesbrough, 2003b). Lucent recognized early on the need to adopt an operating model combining the incentives, risk taking and fast decision making of the private venture capital industry with the extensive technological resources and the culture of Bell Laboratories. To manage the cultural change process, Lucent consciously created a hybrid or “half-way house” corporate venture structure, which balanced many aspects of private venture capital with other aspects of its corporate mission (Chesbrough, 2000), as shown in Figure 11. On the dimensions describing the scale and scope of investments, success measures, portfolio approach, governance, and decision-making, the NVG chose to emulate the venture capital model relatively closely. NVG started making multiple investments of fairly small size. After the two years of operation, the NVG shifted its focus from many small investments to a few larger ones (Chesbrough and Socolof, 2000). In the other dimensions shown in Figure 11, the NVG chose to stay close to the corporate model, particularly on the Environment dimension. This refers to the attempts of creating organizational structures and culture conducive to creativity, innovation, and entrepreneurship. In its funding as well as incentives and compensation structures, the NVG decided to place itself between these two approaches (Chesbrough and Socolof, 2000). Figure 11 illustrates the NVG’s approach in the beginning of the operation. The approach, however, evolved over time. For instance, the NVG moved from using its own funds to syndicated investments with outside venture capi- 25 Corporate New Business Development New Ventures Group Venture Capital Scale Larger bets Focused teams, < $20M to success Scope Strategic opportunities Many investments across markets Goal New business creation Market capitalization Success Measures Revenues and profits ROI realized through exit/sale Portfolio Approach Fewer, managed successes A few big wins, many losers Focus of Work Business development Due diligence Governance Traditional business hierarchy Decision-making Corporate decision process VC partnership and venture boards Faster, more frequent decisions Funding Provide corporate funding Syndicate investments Compensation Corporate compensation Equity risk/reward replaces cash Environment Create culture & environment Not an organizational priority Figure 11. Lucent NVG’s operating model. tal firms. The composition of NVG boards changed accordingly. The partners of venture capital firms were able to bring in new perspectives, expertise, and their networks of useful contacts (Chesbrough, 2000). The NVG group included a president -who reported to the chief operating officer, and was a member of executive council - and three vice presidents. The president and vice presidents were Lucent’s internal investors. The remaining staff of approximately 20 experts focused on early business development. Each specialist focused on his or her own market technology area. The leads for opportunities usually came from the NVG specialists or Lucent employees. These leads were assessed and directed forward if they showed great market and technological potential. Regardless of their origins, the nascent ventures came to belong to the venture group. Besides funding, the venture group provided consulting and incubating services, such as human resources and legal services (Rice et al., 2000). The design of the New Ventures Group is deemed to be innovative (Chesbrough, 2000). The NVG was also a financial success. By early 2001, the NVG portfolio had created more than $200 million in value (Chesbrough, 2003b). During the first two years of operation the NVG invested in 19 ventures, mostly in the Internet, networking, software, wireless and digital broadcast spaces. The five ventures that have reached liquidity have brought in an 80 percent return on invested capital. Despite its achievements, the NVG model was nonetheless controversial within Lucent. Most importantly, there were 26 difficulties in quantifying the strategic benefits produced by the NVG to Lucent and its contribution to shareholder value. There were political costs to the NVG model as well. Most importantly, the NVG model put some of Lucent’s managers in an awkward position after they had abandoned some technologies, which Lucent later on needed to reacquire at a market price from the NVG. The tensions between the NVG process and Lucent’s businesses combined with Lucent’s continued financial difficulties culminated in a divorce. In January 2002, Lucent sold off its 80 percent interest in the twenty-seven remaining NVG ventures to an outsider investor group (Chesbrough, 2003b). 4.3.2 Xerox During the years from 1979 to 1998, the Xerox Corporation set in motion a series of deliberate initiatives to manage technologies that did not fit within its mainstream business (Chesbrough, 2003a). Xerox’s policies with regard to capturing value from technologies beyond its current business interests evolved over time, beginning as a laissez faire approach, then turning into ad hoc methods, which evolved into a formal internal venture capital structure, culminating in a triage process. In the triage process, only the spin-offs perceived by Xerox as fitting into its overall corporate strategy were retained and placed into a corporate incubator (Chesbrough, 2002). Xerox’s first attempt to systematically improve its ability to profit from non-core technologies dates back to 1989, when Xerox created a new entity for managing spin-offs. Op po rtu nit ies nt ge hn c Te gy olo nit Phase ies Opportunity Scanning rtu po Op Business Concept Development ct Sele ology hn Tec ptions O Corporate Strategic Shuttles Business Incubation I II NE t Licensing/Spinout After the termination of XTV, Xerox decided to launch a new approach for nurturing non-core technologies, as depicted in Figure 12 (Chesbrough and Darwall, 1999). This time the structure in place was supposed to benefit the er XTV was a financial success for Xerox. It is estimated that XTV generated a total of $219 million to the Xerox Corporation (Chesbrough, 2002) In line with the venture capital model, two successful ventures, Documentum and Document Sciences, generated a lion’s share of these profits. Despite XTV’s spectacular performance, it was terminated in 1996. One of the reasons leading to the termination decision was XTV’s independence and its inability to develop strategic ties to Xerox’s mainstream businesses. Looking back, one of XTV’s weaknesses was that this structure placed no value on fostering synergies with Xerox’s mainstream businesses. Some people also felt that the success of XTV ventures came, at least partly, at the expense of other Xerox products. It is also possible that the revenue streams flowing to the XTV principals created jealousy among other Xerox managers. Finally, the financial success did not directly translate into gains for Xerox shareholders (Chesbrough, 2002). Em The technology development process proceeded at XTV as follows. First, a researcher approached the XTV with a preliminary business plan and a list of resources required for the successful commercialization of the innovation. To prevent any conflicts of interest, it was required that the XTV personnel contacted the supervisor of the researcher to gain his or her approval for the review of the idea. If accepted for further development, the project was kept inside the laboratory in which it originated until it had been developed into a full working model. After the introduction of the full working model, the project was transferred out of the laboratory into a separate company established by one of Xerox’s lawyers. In most cases, Xerox held onto the patents and licensed them to the start-ups (Hunt and Lerner, 1998). The XNE process was managed by the Corporate Innovation Council (CIC). The council was responsible for screening potential candidates for incubation and managing the outplacement process. The candidate projects were categorized into four groups (Chesbrough, 1999): 1. Technologies that Xerox’s business units were willing to fund 2. Technologies that the business units were not willing to acquire, but the XNE board was willing to support 3. Technologies span out to the venture community 4. Technologies that were not commercialized and kept in the Xerox labs. Em erg en tM ark et Officially, XTV was a corporate division within Xerox, but in many aspects it operated like an independent venture capital firm. It had a clear goal: to maximize return on investment (Hunt and Lehner, 1998). XTV had $30 million under management. Xerox took eighty percent of the gains, while XTV principals shared the remaining 20 percent. The investment decisions were made by the XTV principals and the Management Board, consisting of Xerox’s chief executive officer, chief financial officer, and chief patent counselor. For the investments over $2 million, the Management Board had the last word, whereas investments smaller in size were left to the XTV principals. The spin-off process was clearly defined in the partnership agreement between Xerox and the XTV principals (Hunt and Lerner, 1998). whole corporation. This new process – essentially an internal incubator – was called Xerox New Enterprises (XNE). In parallel with XNE, Xerox established a process of spinning-out technologies that did not have synergies with other Xerox business units (Chesbrough, 1999). This time, the creation of synergies with Xerox’s mainstream businesses was of primary concern of XNE. Therefore, the promising technologies were first offered to the Xerox business units, which had nine months either to commit themselves to or decide against the adoption of the technology (Chesbrough, 2002). Se Mar lect Opt kets ions The structure of the entity resembled an internal venture capital firm (Chesbrough, 2002). This structure was called Xerox Technology Ventures (XTV). BGs Innovation Council III Figure 12. CIC/XNE project funnel. The XNE board was structured as a holding company of internally funded ventures. Projects that did not fit in perfectly at Xerox but held promise for the corporation’s long-term strategy were incubated in XNE (Chesbrough, 2002). XNE provided legal, financial, and strategic services to the businesses in its portfolio and charged a low percentage of 27 revenue for these services. While Xerox owned, funded and managed the XNE companies, each was legally distinct from the parent company (Chesbrough, 2002). Each XNE venture had a president and board of directors, chaired by the head of XNE. Up to 20 percent of the stock in each XNE company was reserved for managers and employees. The performance of the XNE spin-offs to date is lagging behind that of the XTV regime. Besides facilitating corporate venturing and spin-offs by organizational arrangements, Xerox Corporation manages its licensing activities in a systematic way. With the formation of Xerox Intellectual Property Operations (XIPO), the company reportedly intends to grow its license revenues from the $ 8.5 million earned in 1997 to $ 180 million by the year 2002. XIPO’s role is to look at the total portfolio of patents and technology and figure out how to best package, market, and sell them as any other product (Rivette and Kline, 2000). Instead of just protecting intellectual property, XIPO looks intellectual property, mostly technologies, offensively and start treating it as a moneymaker. In its licensing efforts, Xerox aims at identifying groups of patents within its portfolio that could be licensed together as a package. XIPO operates a web site, which aims at capturing global customers, and increasing the turnover coming from the non-core technology transfers. Through this web site, potential customers can contact the technical and licensing professionals of Xerox Innovation Business Development (XIBD). The purpose of this organization is to assist customers in determining which Xerox technologies could be useful in meeting customers’ business needs and in structuring cost-effective terms for technology transfer (Xerox Corporation, XIPO). increasing pace of innovation, increasing speed to market, and the objective of increasing return on investment. • Besides patent licensing, EDB & GL now includes licensing trademarks and know-how (from engineering to marketing and building customer relationships), plus new commercialization models such as equity investments in existing companies, formation of spin-offs or other new entities, and technology donations to universities and research institutions. EDB&GL has adopted the philosophy that intellectual property marketing is best accomplished by making one-to-one connections with potential customers and partners. As shown in Figure 13, this process incorporates both reactive and proactive elements. On the proactive side, two key resources are P&G’s retailer customers and its suppliers. Customers often manufacture their own products and are thus potential licensees. Suppliers are also excellent sources of diverse application ideas, since they often are active in licensing themselves and already familiar with P&G’s technology. Making Connections Proactive Reactive Web-Based Marketplaces Customers Suppliers Litigation/ Infringement Unsolicited Inquiries Targeted Cold Calls General Awareness Creation 4.3.3 Procter & Gamble A strong argument for utilizing patents as strategic assets comes from the Procter & Gamble Company. The company employs more than 8 900 research and development professionals, at its 18 R&D facilities in eight countries on four continents. Today, Procter & Gamble has an active patent licensing program, under its External Business Development & Global Licensing Organization (EDB&GL). Since 1999, Procter & Gamble has employed a new approach to licensing based on three key principles: • Profits from licensing agreements flow back to the business unit that developed the technology. Returning profits to business units provide unit managers with motivation to look for external commercialization opportunities. • All technologies are candidates for externalization. A technology is available for licensing- even to competitors- within three years after it is introduced to the market or five years after a patent is granted. This is due to 28 Corporate Communications Public Relations Figure 13. Marketing of intellectual property at P&G. P&G also aims at creating general awareness of its licensing efforts through public relations and corporate communications. The primary public relations tools are public announcements of licenses. Corporate communications, from the annual report to executive speeches, continue to focus on the company’s innovation leadership and “open for business” licensing organization. A technology donation program is a key vehicle for extracting value from, and realizing the further development of promising technologies that the company has elected not to pursue. The donation program is founded on four key principles: • Each technology P&G donates has real, demonstrable potential value. • The selection of each recipient organization is made with the consultation of independent experts. This process ensures that the recipient has the best possible capability to maximize the value of the technology in terms of both development and commercialization. • Each donation includes full disclosure to the recipient organization, including ownership of all related patents and documentation, as well as an in-depth scientific information transfer, through which P&G researchers bring the institution’s researchers up to speed on all the work to date. • Follow-up support to help ensure success (Weedman, 2002). Reactive connections have also come, perhaps surprisingly, from such unlikely sources as patent-infringement litigation. The simple fact in these cases is that the other party is clearly interested in a P&G technology or trademark, and opting to license can create a win-win situation for both parties. In addition to purely reactive and proactive contacts, P&G uses intensively web-based market places, such as yet2.com and its own web pages, for selling and buying technologies (http://pg.t2h.yet2com/2h/page/ homepage). Since implementing the new approach, P&G has experienced a sevenfold increase in annual income accruing from its non-core technologies by maximizing the value of P&G’s intellectual property (Weedman, 2002). 4.3.4 Nortel Networks 2 In late 1996, Nortel Networks established an in-house incubator called the Business Ventures Group (BVG). Nortel Networks chose to form the BVG to specifically address several challenges it had recognized with regard to corporate venturing – challenges that small, more agile start-ups had advantages facing. Some of these included transitioning R&D to commercial applications, attracting and retaining high-caliber talent, building entrepreneurial business acumen, and providing the appropriate value-creation environment to balance the need for incubation with access to external capital and expertise. In addition, Nortel was looking for new ways of commercializing technologies that fell beyond its strategic core. The Business Ventures Group started in late 1996 as the internal venture arm of Nortel Networks’ Advanced Technology Program within corporate research and development. It had the endorsement of key officers at Nortel Net- 2 works, in particular, Gedas Sakus, then Senior Vice President and President for Technology. The initial role of the BVG was to identify, cultivate, and incubate possible stand-alone internal ventures. Individuals from the Advanced Technology Program or one of Nortel Networks’ lines of business could propose ventures after they had already invested resources in technology development to “kick the idea around a bit” and determine its feasibility. The BVG incubated the venture as it grew and moved along the path toward commercialization, determining the requirements and duration of incubation as well as the amount of funding. In laying a path for technologies, they determined four possible outcomes. The future of any venture would depend on its relationship to Nortel Networks’ core businesses, the size and growth rate of the opportunity, and the sustainability of product differentiation. The four possible outcomes The Spinout – Many of the technologies or products that would emerge from the BVG would be candidates for a spinout – the preferred outcome of most venture project teams. The main decision criterion would be if the product or technology, although of commercial potential, was neither in line with Nortel Networks’ current strategic initiatives nor complementary to its existing business units. In that case, Nortel Networks would aid the company in preparing and executing a search for external venture capital, while retaining a significant share of the company. The BVG’s initial decision regarding ownership followed an 80/20 rule whereby employees involved would receive 20 percent of the venture’s equity in the form of options, and Nortel Networks would retain 80 percent ownership prior to raising external capital. The various vesting schedules would follow corporate venturing industry standards. The Spin-in – In some cases, the products and technology developed in the BVG could be folded into an existing Nortel Networks business unit. The possibility also existed that a new business unit could be created as a result of a venture, if the venture was in line with Nortel Networks’ strategic direction. Licensing – For those technologies that were not candidates for either a spin-out or spin-in stand alone business, yet had potential commercial value, Nortel Networks could hold patents and license the intellectual property to their customers, suppliers, and partners. Termination – After evaluating and measuring the venture’s development progress against pre-determined milestones, some projects would be terminated. This description is based on O’Connor and Maslyn, (2001) 29 Although the outcomes were agreed upon, the ratio between spin-ins and spinouts emerged as an area of conflict. The corporate management saw the program as being 80 percent spin-ins contributing to the core business and 20 percent spin-outs that would be non-core to the strategic direction. Joanne Hyland, Vice President for New Venture Development at Nortel Networks said, well as revenue and market potential based on venture capital benchmarks. The basic criteria were that the venture should have a potential marketplace of over $100 million and can capture 40-50 percent of the market over a five-year period. The BVG also looked at the management team of the proposed venture to gauge the fit of their skills with the requirements of the business. “In fact, we see the opposite ratio, so it’s clear that management has little expectation of new non-core ideas. Part of the problem is that in order for these businesses to succeed, they almost have to be spun out so that they can get the appropriate level of sales attention and that attention at the right point in time. So, either they have to stay in the venture group longer before they go back into the line of business to become established, or else they have to be spun out and potentially be brought back in once they’ve grown enough to warrant the attention of management within a line of business.” Those proposals that showed promise were passed on to BVG analysts for further exploratory work—the Pre-Selection Phase, which could last from one to three months. During that phase, the business proposal was refined and developed. The BVG team members and the analyst who brought forward the proposal then decided whether the project team had a compelling enough business proposal to advance to the Selection Phase. A commercialization checklist was utilized during this review to isolate commercial potential and to identify risks that needed to be mitigated. If so, the project team presented to the BVG Advisory Board for investment approval and advancement into the Incubation Phase as an official venture in the portfolio, as can be seen in Figure 14. Process of managing (non-core) technologies Early on, the BVG team recognized the need to systematize the process so that it could handle the flow of ideas. One of the first steps was to establish a website where employees could submit their ideas as well as answer some initial and important questions. Potential venture champions went through two levels of screening. If they could answer the questions and show potential, then they were taken through the next level of questions. That was all done on-line. The BVG had some clear ideas of the scope of projects they would consider funding in terms of investment areas as Business Concept Identification Pre-Selection Phase 1-3 months When the BVG began to provide services in 1997, its offerings were quite basic. The BVG team provided project teams with guidance in developing solid business proposals, assistance in obtaining funding approval, an incubation environment, and transition support out of incubation into the spinout or spin-in environment. As the BVG grew and gained expertise, it expanded its services. Most importantly, the project team’s Board of Directors tracked the progress of the venture closely. In addition to providing marketing and business model analysis, the BVG was in- Presentation to Advisory Board Screen Concepts Investment Investment Approval Approval Business Proposal Refinement Incubation/ Commercialization Business Proposal Generation Outcome Decision Proposal Pre-selection Spin-off, Spin-in LicenseTechnology, Technology, License or end venture Selection Phase 45 minutes Incubation Phase 6-24 months Migration Phase Figure 14. Venture selection management (O’Connor and Maslyn, 2001). 30 volved with human resource and legal issues. Very importantly, the BVG offered the ventures a degree of protection from executives who were seeking profits too early. Managing the spin-out process If it was decided that the appropriate path for a venture was a spinout, the BVG and the Project Team Boards spent significant time preparing and executing the process of searching for external funding. Before they even started looking, the BVG and project team developed their business proposal to a point where it made a compelling case worthy of investment. They outlined the sustainability of the product as well as the venture’s competitive advantage, conducted risk assessment, and attempted to demonstrate that the venture solved a market challenge. Time and attention were given to project team development to demonstrate to potential investors that the team was capable of delivering. The teams were evaluated in terms of technology, operations, business development, marketing/sales and general management skills. Changes were made and external expertise was brought on board to fill gaps or strengthen the likelihood of being valued at a higher amount by an external funding agent, such as a venture capitalist. Some organizational issues were addressed before looking for external funding. For example, the BVG addressed any issues concerning intellectual property ownership. To ensure that the process went smoothly, the BVG established the framework of a separate legal entity and obtained buy-in from both the project team and Nortel Networks. Once the venture project team began meeting with potential external investors, the BVG focused on communicating Nortel Networks’ objectives of gaining external expertise and maximizing shareholder value. As they proceeded to negotiations, the BVG concentrated on strengthening the business opportunity by leveraging media for co-branding of Nortel Networks and the venture, pursuing new channels and strategic relationships, and continuing to build the team and assess risks. Success of BVG By 1999, the BVG continued to receive over 100 proposals in the course of a year – 25 to 30 per quarter. From the time of the BVG’s inception in late 1996 to August 1999, 240 business concepts had been submitted – 80 had been screened out at the beginning of the pre-selection phase and 132 during the pre-selection phase. Fourteen concepts and proposals were in various phases of assessment, and the remaining 14 had been approved for funding. Of these 14, one was spun-out, two ventures were terminated, and two ventures were spun into the mainstream business of the parent corporation. It is estimated that most of the ventures will be spun-out in the end. The valuation of Nortel Network’s share of the ventures had multiplied by at least six times since the BVG began its work. Even so, it was a small percentage of the total value of the firm. Hyland remarked, “When you have a market cap the size of Nortel Networks’, it virtually gets rounded out of the financial equation.” Despite its success, the BVG’s efforts had not yet produced the financial results that the CEO, CFO and other key Nortel Networks executives were hoping to see (O’Connor & Maslyn, 2001). This anticipates some major changes in the venturing activities of Nortel Networks in the years to come. 4.3.5 The Perstorp case – Pernovo In 1973, Perstorp, an old Swedish industrial group, established the Pernovo (Perstorp New Venture Development AB) unit to allow for a more entrepreneurial culture within the large corporation. Before the establishment of Pernovo, the corporate management thoroughly familiarized itself with the venture capital concept and practice in the US. Pernovo’s aim was to develop new technologies for the Perstorp group and thus to contribute to the long-term growth of Perstorp. Small technology based firms were acquired and nurtured by the Pernovo unit without having to struggle with the culture of the large corporation. Pernovo engaged itself in small, often recently established, firms with unique patents, projects or individuals. After a period of incubation, they were spun-off, either internally into the Perstorp corporation or externally onto the market through a divestment. Also internal ventures were occasionally located in the Pernovo unit in order to exploit new business opportunities. The acquisitions and divestments were taken care of by the same organization. The former head of the Pernovo unit suggests that this arrangement may well have been a key factor behind Pernovo’s successful operations. According to him, carrying out divestments and acquisitions require the same set of skills and competencies. The venturing process at Pernovo consisted of three phases: 1) searching, identifying and evaluating business and growth opportunities; 2) entering into and managing the selected ventures; and 3) exit. In searching and identifying the investment opportunities, securing a large enough “deal flow” was crucial. The Pernovo unit relied on an international contact network in order be able to tap into a vast pool of business ideas and talent. Out of 100 ideas, 15-20 business plans were reviewed. Only one or two of them were acquired by the Pernovo unit. An internal advisory team conducted the evaluation of ideas and business opportunities, including the preparation of the worst-case scenario and risk assessment. In the second phase, two important functions were needed: control and support. Pernovo established a board and advisory board with very distinguished people for each technology-based venture. Furthermore, operational reviews were 31 conducted three times a year. The boards were not only established to control the ventures but also to support them. The support function was seen as very crucial when developing new businesses. The basic idea was that the parent company had to contribute to the development of the venture, instead of only seeking to benefit from it. Pernovo’s contribution usually took the form of support in business administration and the creation of a nurturing organizational climate for the technology-based ventures. The parent firm also assisted the ventures in finding the right focus. In addition, Pernovo organized training and education sessions and assigned a mentor for each venture. People from different ventures were brought together to discuss a specific topic, thus facilitating the sharing of knowledge and experiences. The third phase was the exit phase, deemed the most difficult by the venture and corporate management. Pernovo usually nurtured the ventures for a period of three to eleven years. Divestments were usually carried out when the parent firm realized that it no longer could contribute to the development of a technology-based venture. In addition, it was required that the venture had a professional management team and it had established its position in the market place prior to the divestment from Pernovo. The number of new, incoming ventures had also an influence on the divestment decision. If no new opportunities were available, there was a tendency to hang onto the current investments. To sum up, Pernovo applied a portfolio strategy. Every year acquisition and divestment candidates were identified. Also various exit alternatives were reviewed for each venture on a yearly basis. Pernovo paid special attention to the human resource management during the divestment process. The management team worked hard to maintain the motivation of the personnel in the units to be divested. Pernovo also granted so-called “stay bonuses” to ensure that the best people would not leave the divested unit. A small team of 16 employees created the Pernovo unit. After the contact networks and operation procedures were established, five to eight people were needed to manage the whole venturing process. This team had competencies in business administration and technology. Contact network was also used to hiring the external competence and expertise. The Pernovo unit was a financial success. During the first ten years, its sales increased from zero to more than 600 MSEK. In 1992, its sales accounted for approximately 30 percent of Perstorp’s total sales. Pernovo made 66 acquisitions until 1991. Between 1974 and 1992, it spun off 18 companies into Perstorp. In addition, there were three entrepreneurial spin-offs and twenty-one divestments (Lindholm, 1994). Despite its success, the unit was terminated in 32 1997, mostly due to the retirement of key people involved in the development of the unit. 4.3.6 Saab-Scania Combitec Saab-Scania Combitech (Combined Technologies) was established in 1983 when eleven Saab-Scania’s high-technology ventures were transferred to the Combitech organization. The internal spin-offs were later complemented with additional acquisitions. Saab-Scania Combitech’s mission was to become a leading-edge high technology organization with high margins and long-term orientation. Many of the technologies developed within the unit originated from the Aircraft division. The technologies had typically been developed to solve specific technological problems in the parent corporation’s core businesses. After solving the problem, there was no further use for these technologies in the mainstream business units. There was, however, a generic market available for them outside of Saab-Scania. Combitech was Saab-Scania’s wholly owned subsidiary. Combitech, in turn, owned its own “companies”. During its prime time, the Combitech Group consisted of 15 companies or ventures. All the companies were market-driven in the sense that the focus was on product applications, not on technologies. The management of Combitech required that the business-models were repetitive, i.e. catering to multiple customer segments and industries. The repetitive nature of business models made it possible to cash on the extensive initial investments in technology development. The Combitech companies reported to the Combitech Group management. Each company had its own president and board of directors. The president’s task was two-dimensional: 1) he or she was responsible for its own company; 2) and for the implementation of group-wide technological transfer and the exploitation of synergies. Technologies developed within a Combitech subsidiary were freely available for anyone in the same group. For instance, each Combitech company had an obligation to assist its colleagues in technology-related issues. Another important goal was to find a balance between young, resource-consuming ventures and more mature, cash-generating companies within the Combitech group. In other words, the profits from more mature businesses were used to finance embryonic ventures. The Combitech Group’s role was to take care of technology transfer from the parent corporation, and to create the rules and enforce them. Every company had four operational board review meetings per year. Saab Scania Combitech employed 10-12 persons. Six of them occupied a key function within the group, such as operations reviews, group controls, strategic agreements and M&A, troubleshooting, group communications, personnel and technology transfer. The other half consisted of administrative personnel. The Combitech Systems Group was successful in the 1980s and early 1990s. It generated cumulative profits of 1.5 billion SEK and a return on working capital of 26 percent. By 1992, Combitech made 17 acquisitions of which it later divested seven businesses and closed down one business. In addition, Combitech made nine entrepreneurial spin-offs and divested five subsidiaries. Unlike Perstorp, there was no internal-offs from Combitech to its owner Saab-Scania. Combitech Systems Group was, however, terminated in the late 1990s. It had become too strong and independent with too few synergies with Saab-Scania. 4.3.7 Volvo Technology Transfer Volvo Technology Transfer was established in 1997 as one of its objectives to support the development of internal technologies with business potential outside the Volvo Group. In other words, Volvo Technology Transfer aims at making the most out of all the good ideas with commercial and technical potential that arise at Volvo. The founders of Volvo Technology Transfer believe that separating such projects from the mainstream operations is often a better alternative than pursuing these projects within a large organization. Volvo Technology Transfer operates very much like a corporate venture capital entity. It has a board authorized to make investment decisions in new companies. The unit is run by eight persons, among them senior investment managers with venture capital and corporate backgrounds, graduates from Chalmers University of Technology, a CFO and part-time personnel. By the year 2003, Volvo Technology Transfer had made 18 investments, out of which six were internally generated. These six non-core technologies were based on either the inventions of Volvo employees not directly linked to the mainstream businesses or product needs expressed by the current customers. By the end of the year 2003, Volvo Technology Transfer is going make its first exit. Volvo Technology Transfer primarily funds projects that have sales potential over 20 million euros, market potential outside the Volvo customer base, and a management team with good track record. It is also required that there exists a consensus among all the shareholders regarding the future of the company. In addition, Volvo Technology Transfer preferably invests in projects in line with the core values of and of relevance to the Volvo Group (Volvo Technology Transfer). This far, it has been up to the project managers to approach Volvo Technology Transfer for funding. After the structuring the deal, Volvo Technology Transfer follows closely the development of the ventures. In addition, Volvo Technology Transfer offers its own in-house competence for the use of venture managers. In practice, the contribution of Volvo Technology Transfer most often takes the form of assistance in business development, management, finance and law. In case there exist synergies between the venture and the rest of the corporation, the venture team may also tap into the technology, construction, production, and marketing-related competencies of the Volvo Group. Besides facilitating networking inside the Volvo Group, Volvo Technology Transfer serves as a bridge to potential customers and technical experts beyond the boundaries of the firm. Volvo Technology Transfer reserves itself a right to exit from each investment within a specified period of time. The exit procedure will be determined and agreed upon among the investor group before closing the deal. At the time of the study, trade-sales were the most favored option among the exit alternatives. It is noteworthy that the Volvo Group has a chance to reacquire the technology, although it is not being automatically granted the right of first refusal. It might still be too early to assess the financial success of Volvo Technology Transfer. The CEO of the unit, Anders Brannström evaluates that the unit has served the Volvo Group as a gateway to novel technologies at a very low cost and enhanced the image of the Volvo Group as a progressive and innovative corporation. It seems that this example, too, speaks for combining the corporate venturing activities and the management of non-core technologies, while adding also the element of corporate venture capital in the equation. 4.3.8 Synthesis of systematic approaches Except for Nortel Networks, all our sample corporations located the management of their non-core technologies in relatively independent subsidiaries. These units typically employed 3–24 persons. Our Swedish sample corporations (Perstorp, Saab-Scania, and Volvo) combined the nurturing of acquired ventures with the management of internal non-core technologies. In a similar vein, Perstorp, Volvo Technology Transfer, Lucent, Nortel Networks and Xerox decided to carry out the management of non-core technologies in parallel with their corporate venturing activities. Table 5 summarizes the key characteristics of the systemic approaches applied to the management of non-core technologies used by our case corporations. 33 Table 5. Comparison of systematic approaches used by the sample corporations. Company Structure Opportunity pipeline Orientation Financing Staff Perstorp Subsidiary International contact network Oriented towards spinning-off and spinning-in Internal funding 5–16 Saab-Scania Combitech Subsidiary Corporate personnel and external contact networks Oriented towards keeping the business within the unit Self-financing 10–12 Volvo Technology Transfer Subsidiary Corporate personnel and external contact networks Oriented toward trade-sales Own fund, syndicated investments 8 Nortel Networks Part of corporate R&D Corporate personnel Oriented toward spinning off Syndicated investments 10–20 Procter & Gamble Subsidiary Corporate personnel Oriented toward licensing Corporate funding N.A Corporate division Corporate R&D personnel Oriented toward spinning off 3 Own fund (later also syndicated investments) • XNE Holding company Corporate R&D personnel Oriented towards keeping the business within the company Own fund 8 Lucent Subsidiary NVG specialists or corporate personnel Oriented toward spinning off Own funds, later syndicated investments 24 Xerox • XTV 4.4 Cross-case comparison 4.4.1 Country specific differences Appendix 2 lists the governance structures used to developing and nurturing individual non-core technologies analyzed in our study. The empirical evidence suggests that research collaboration with other companies, research institutes and universities was much more commonplace in Sweden and Finland than in the United States. It seems to us that the US corporations almost completely relied on their own resources. In addition, our data suggests that using systematic approaches is more common in the United States and Sweden as opposed to Finland. This difference is striking, leaving us wonder whether the Finnish corporations were seeking to overcome the potential disadvantages stemming from their non-systematic technology management practices with the help of benefits accruing from networking. 34 Networking seems to be at least partly a cultural phenomenon, characteristic to the relationship-oriented business cultures prevailing in the Nordic countries. Networking might be a less natural way of doing business in highly individualistic, transaction-oriented cultures, such as the United States (Ouchi, 1981). This idea is also reflected in the work of Chesbrough (2003b), highlighting the shift from a closed innovation paradigm to a more open regime as a current phenomenon. This may sound somewhat outdated to Nordic businessmen for whom the networking has been an integral part of conducting business for decades. Our observations are in line with a study of European Commission comparing the importance of inter-firm networking in various countries. This study ranks Finland as the most networked country with 70 percent of its innovating firms collaborating with other firms, universities or public research institutes. Sweden is the number two with its 57 percent (European Commission, 2001). Even though we do not have similar figures for the United States, we suspect that she is likely to fall behind the Nordic countries in her networking-orientation. It seems that our Finnish examples were able to benefit the most from the public support measures available for technology – based new ventures. In all Finnish cases, there was a public organization (Tekes, Sitra, or Finnvera) present providing financial support or other services facilitating the transfer of technology out of the parent organization. However, this finding is definitely not an indication of the absence of public support mechanisms for start-ups and technology transfer in the United States and Sweden. The role of the public sector may be less pronounced in the United States, where many support mechanisms are implemented as a joint effort between the private and public sector. In addition, the financing of small American technology-based firms is organized mainly through private venture capital companies (Small Business Administration, 2003). In addition, our case material reveals some interesting differences between Finland and Sweden. The Swedish public support measures for innovative new firms and technology transfer are said to be very fragmented with a strong focus on regional policy (Arnold and Kuusisto, 2002), which may explain the relatively insignificant role played by the public organizations in our Swedish examples. In addition, it seems to us that the Swedish capital market provides better financing opportunities for technology-based new ventures than its Finnish counterpart. Sweden’s private equity market experienced a strong growth in the 1990’s – both the number of investors and the amount of funds grew significantly. Well-functioning capital markets facilitated the establishment of spin-off firms, as illustrated by the two Pharmacia spin-offs described in Appendix 2. The largest biotech-related investment ever made in Sweden, approximately $28 million, went to Pharmacia’s Gyros spin-off. In the second financing round in 2002, Gyros received an additional $37 million. Also the case of Biacore illustrates nicely the skillfulness of the Swedish corporate managers in utilizing the well-functioning Swedish capital markets for promoting their non-core technologies. First, the corporate managers located costly and rather risky technology development activities in a limited partnership, the losses of which were tax deductible. When uncertainty around the technology diminished, the limited partnership was dissolved and a newly founded subsidiary was successfully listed on the Stockholm stock exchange. In Finland, the (venture) capital market catering to technology-based ventures is smaller and less established. This may explain why Finnish corporations tend to prefer sell-offs to spin-offs whenever they can find a buyer for their non-core technologies. Our US corporations resorted almost solely to internal funding when managing their non-core technologies. However, venture capital funding was used for the establishment of spin-off firms further developing non-core technologies of the parent. However, the importance of securing control through internal funding was highlighted even in spin-off arrangements. In 60 percent of cases, Xerox initially owned two-thirds or more of the equity of its spin-offs. The use of the donation option was totally limited to our US case corporations. The popularity of the donation option may be explained by the fact that a certain percentage of the value of donated intellectual property can be used as a tax benefit based on the corporate income tax rate, which is approximately 38 per cent (Hering, 2002). Some studies suggest that 75 per cent of large or medium-sized US corporations are considering donations or have already donated intellectual property (Hering, 2002). DuPont is one of the companies that routinely engage in donating under-utilized intellectual property to not-for-profit organizations. DuPont has, for instance, donated 11 patents to University of California. 4.4.2 Divested ventures and their relationship with the parent corporation Very few of our parent corporations established an on-going relationship with their spin-offs. In only one of the cases, the spin-off operated as a supplier to the parent company. Somewhat surprisingly, our Swedish spin-offs report having suffered from the parent corporation’s reluctance to engage in resource sharing and collaboration after the spin-off, despite perceived mutual benefits of doing so. Some parent corporations initially acquired an equity share in a newly founded spin-off firm. However, this ownership share was soon diluted. Despite the absence of equity linkages, many parent corporations helped their spin-offs in many ways during the early years of their operation. Prior research provides evidence of extensive collaboration between a spin-off and its parent (see, for instance, Lindholm, 1994). Our results deviate from these findings, most likely because we are dealing with new-to-the-world technologies with very little actual or potential synergies with the mainstream businesses of the parent corporation. 4.4.3 Timing of the separation from the parent corporation Table 6 reports the maturity of technology at the moment when the parent corporation decided to divest, or alternatively, to further develop the non-core technology within its own organization or in collaboration with external parties. In most cases, technology development had proceeded far from the conception of a technology-based business idea. In many spin-off and sell-off arrangements, the technological assets took the form of patents, product applications or prototypes, and in some cases, a business unit utilizing the technology had been established. It is interesting to note that more embryonic technologies were often managed within an internal business unit or corporate venturing unit. 35 Table 6. Maturity of the technology at the time of the divestment(*), establishment of a collaborative arrangement or the decision to continue the technology development in-house. Parent Corporation Case Maturity of technology Arrangement Pharmacia Sweden Gyros Patents, products Spin-off Biacore Established business, patents, product applications Spin-off Immobilized yeast Established business Sell-off Finex Established business Spin-off Bioka Patents, product concepts Spin-off Mikrokemia A small patent portfolio and prototypes Spin-off (later sell-off) Panipol Patents, product applications Spin-off Polytronic A number of patents and two product applications On the shelf Cultor Finland Fortum Finland Raisio Finland (*) Divestments include sell-offs, buy-outs and equity spin-offs. Our interviews highlight the dangers of a too early separation of a venture from its parent, for instance without a sound patent portfolio. The patent portfolio served as a good bargaining chip for our case companies in their negotiations with venture capitalists and potential buyers of technology-based assets. For instance, the investors would not have invested in Gyros, if the management team had not been able to purchase the intellectual property. In a similar vein, Chesbrough (2002) found that the number forward citations was significantly and positively associated with the market value of a spin-off firm. It must be kept in mind, however, that the cost of maintaining the patent portfolio may be a burden to a small spin-off firm during its first years. Parent corporations sometimes help their spin-offs to bear these costs. For instance, Fortum retained the patent rights and paid the patent fees during three first years of the operation of its spin-off. 4.4.4 Performance Evaluating the performance of our case corporations as promoters of their non-core technologies is problematic, due to a wide variety of reasons. First, our technologybased ventures are all in a different phase. For instance, some of the spin-offs have operated several years and the others have just recently started their operations. Only the time will tell how these emerging ventures will succeed in the market place. Second, our case projects embrace a wide variety of technologies and markets complicating the cross-case comparison. Third, the selection of performance 36 metrics is far from straight forward. We believe that relying solely on financial measures would tell us only a part of the story. Therefore, we decided to use both financial and non-financial performance metrics. Furthermore, we need to decide whether we are going to look at the performance from the perspective of the parent corporation or the technology-based venture. Or, should we alternatively define success as a “win-win” situation? One good example of the difficulties associated with performance measurement is the case of 3Com. In 1979, Xerox attempted to cut its costs by leasing the Ethernet technology, for a one-time payment of $1,000, to a former employee, Robert Metcalfe. Armed with this license and the Ethernet networking standard supported by DEC and Intel, he raised venture capital and started a company that became known as 3Com. 3Com went public in 1984, and its market value eventually exceeded that of Xerox itself (Chesbrough, 2002). From the perspective of the spin-off, the arrangement was a success. However, Xerox could not cash on the success of its spin-off. In general, it can be said that formalized corporate venturing activities were successful in all our sample corporations, at least in the financial sense, as shown in Table 7. Despite the great overall performance of dedicated corporate venturing units, the performance of the individual ventures varied a lot. Many corporations seem to have adopted a portfolio approach, where a couple of successful ventures were enough to support the whole venturing activity and less successful ventures. However, our examples demonstrate that adopting and maintaining a systematic approach to the management of non-core technologies is by no means easy. Despite excellent financial performance, al- most all the attempts to systematically manage the non-core technologies were terminated after some period of time. According to Rice et al. (2000), the life span of an independent venture capital fund is typically ten to twelve years. In our examples, corporate venture capital units seemed to be much more short-lived. There are several reasons behind the terminations of units dedicated to the management of non-core technologies. First, there are significant difficulties associated with the quantification of the strategic benefits provided by these units for the parent corporation. This is especially true in the times of economic distress and decreasing returns. Another serious problem is that the venturing unit’s financial successes may not always translate into gains for the parent company’s shareholders, since the earnings from the divestments are often discounted as one-time gains that may not yield much to the shareholders. In several examples, there were tensions between the unit managing non-core technologies and the rest of the parent corporation. The lack of synergies between the ventures and the mainstream businesses was one source of these tensions. In addition, some business unit managers became jealous of the independence and success of the dedicated venturing units. In our study, the dedicated corporate venturing units were extremely dependent on the strong support from the top management team. In several cases, changes in corporate Table 7. Performance of corporations applying a systematic approach. Corporation Ventures Returns /value Xerox 1979–1998 35 spin-offs: • 29 % IPOs • 22 % sold-off • 17 % closed down • 3% reacquired • 3% dispersed • 26% going concern 1989–1996: $299 million in value ($30 million committed) Lucent 1997–2001 27 ventures • 80 percent of the shares sold off to an outsider investor group Created more than $200 million in value Nortel Networks 1997–2000 14 ventures (expected outcomes in 2000) • 64% in incubation • 7% spun-out • 14 % spun-in • 14% terminated 50 % of the ventures can be considered relatively successful Procter & Gamble EDB&GL N.A A seven-fold increase in the income accruing from the sales of intellectual property Pernovo 1973–1992 66 ventures (in 1992): • 41 % divested (spin-offs and sell-offs) • 27 % spun-in • 32% in incubation In 1991/92, the unit’s sales represented about 33 percent of Perstorp’s total sales Volvo Technology Transfer 1997– 18 ventures Looks promising, but it is still too early to say Combitech 17 acquisitions of which • all were divested (spin-off or sell-off), as the whole unit was terminated 26 % average return on working capital, turnover of 2 Billion SEK, profit of 200 Million SEK 37 strategy or the top management team resulted in the termination of the unit. In a similar vein, the head of the venturing unit played an extremely important role. This was clearly evident in the Saab-Scania and Pernovo cases, where the retirement of the head of the venturing unit marked the end of the whole unit. Despite these problems, the systematic approach has at least one advantage over the non-systematic approach, which is the accumulation of skills and knowledge. The financial performance of individual ventures nurtured under a less systematic approach is even more difficult to evaluate. There are tiny spin-offs, such as Panipol with the sales of 500 000 euros (in 2001), and relatively large companies, such Biacore with turnover of SEK 614.2 million (in 2002). Some of our spin-off firms have started their operations only recently, for instance Gyros in 2000, while some other divestments, such as Bioka, occurred a long 38 time ago. In addition, we had difficulties in obtaining financial data on acquired ventures and ventures still nurtured by the parent corporation. When evaluating the success of technology development in non-financial terms, we may conclude that five out of eight technology development projects served as a basis for new business creation. Two ventures were acquired in order to strengthen the current or future core competencies of another corporation. Only one of the ventures was put on the shelf to wait for the markets to emerge. As a result, we may say that our sample ventures were relatively successful in terms of the creation of new product applications and firms. The parent firm’s benefits accruing from technology development seem to be heavily dependent on its ability to form network relationships and to conduct technologybased transactions (licensing, sell-offs, spin-offs) within these networks. 5 Recommendations for Corporate Managers In this chapter, we present recommendations for corporate managers with regard to how to manage their non-core technologies. The recommendations are based on the existing literature and interviews conducted in our sample companies. While presenting these recommendations, we follow the logic of the process for managing non-core technologies presented in Chapter 2. The experiences of our sample corporations suggest that the nurturing of internal corporate ventures, acquired ventures and technology-based ventures outside the strategic core require similar kind of competencies and resources. Therefore, it might make sense to locate the management of non-core technologies, acquired ventures and corporate ventures under the same organizational unit to achieve critical mass of ventures justifying the use of the institutional approach. 5.1 Choosing the overall approach to the management of non-core technologies ● Formalization of procedures ● Dedicated staff, high degree of ● Establishment of knowledge Corporations may adopt various approaches to the management of non-core technologies. Taking an ad hoc approach is how many companies in our sample tackle with this issue today. In a company adopting this approach, little knowledge of best practices is ever captured and passed on. Technology managers are essentially on their own, learning how to manage non-core technologies case by case. In an environment of very few non-core technologies, this is adequate. However, considering the increasing importance of exploiting the technology portfolio of a corporation to the fullest, before too long this approach is likely to produce frustrating and unsatisfactory results. In some companies, knowledge related to the management of non-core technologies resides in one or two specialists, and little knowledge sharing exists between them and the rest of the organization. Finally, some corporations may move to the most skilled level, which is called the institutional approach. Here, procedures are formalized, often with a dedicated staff engaged in a high degree of knowledge sharing. A repository of knowledge is established for future use (Harbison and Pekar, 1998). These three different approaches are visualized in Figure 15. 5.2 Conducting the technology portfolio review We recommend that corporate managers take a while to consider whether a more systematic approach would improve their organization’s ability to benefit from its non-core technologies. If the institutionalization of technology management activities seems to be too resource consuming relative to the benefits accruing from this approach, a viable alternative might be using the services of external service providers. More information on private and public organizations offering support for technology transfer and development can be found in Chapters 5.5 and 5.6. Companies seeking to extract the maximum value from their technology-based assets should review their technology portfolios on a regular basis. Without systematic and continuous procedures, companies may have difficulties in identifying their non-core technologies. While conducting the technology portfolio review, corporate managers should bear in mind that sometimes the distinction between a core technology and a non-core technology is blurred, and many technologies may fall in the gray area, where the future value of a technology to the parent is extremely dif- Institutional Lone Ranger sharing repository for future use ● In-house/ external guru ● Individually based ● Little knowledge sharing/ limited resources Ad Hoc ● Reinvent each time ● No knowledge capture ● No best practices Figure 15. Three approaches to the management of non-core technologies (adapted from Harbison & Pekar, 1998: 136). 39 ficult to evaluate. In the following, we give corporate managers some recommendations with regard to the technology portfolio review: • Align the technology and intellectual property strategy with the overall corporate strategy balancing the short and long-term objectives, prospects and product/technology mix • Establish a patent database and idea database to get an understanding of the emergent technologies possessed by the firm. Review these databases on a regular basis to identify potential non-core technologies • Review all the technology-based projects and business units under the threat of termination in order to identify technologies with potential outside the parent firm • Divide your technologies into three categories: 1) technologies that form the basis of your competitive advantage (core technologies); 2) technologies that you are definitively not going to need now or in the future (non-core technologies); 3) technologies that do not seem to be important right now, but their future value is still to be defined (potential non-core technologies) • Consider non-core technologies and the related intellectual property as business opportunities and business assets rather than just legal assets • Aim at identifying the current and future value of the company’s non-core technologies and finding different ways of extracting the value of these technologies • Take also into account the non-cash value of a non-core technology, including the synergies with the company’s current or future core technologies • While identifying technologies, consider also related human capital and complementary resources 5.3 Selecting the organizational mode In this chapter, we will introduce some guidelines assisting parent corporations in choosing the optimal mode for managing their non-core technologies. 5.3.1 Desired future access, degree of commitment and revenue sharing Parent corporations should pay special attention to the desired future access to the technology when deciding on the organizational mode for managing non-core technologies. The desired future access to a given non-core technology may be divided into three categories: high, moderate and low. The other aspects affecting the choice are the desired future profit sharing, the degree of commitment, and resource sharing with the parent corporation. Figure 16 illustrates the implications of various organizational modes for profit and revenue sharing, degree of commitment, and resource sharing with the parent. 5.3.2 Strategic importance for the parent corporation In addition, the strategic importance of a non-core technology must be taken into account, when evaluating various organizational modes. Even though a non-core technology may not be strategically important at the moment, it may become so in the future. This possibility should be taken Profit and revenue sharing Desired access to technology Shared between the parent and partners: ● No future access: ● ● ● ● sell-off spin-off donation termination ● sell-off No profit/revenue: ● ● Future access: ● ● ● ● ● ● internal development corporate venturing putting on shelf collaboration joint venture licensing internal development corporate venturing No profit/revenue: ● Low: ● ● ● ● sell-off spin-off donation termination putting on shelf (during the waiting period) Shared between the parent and partners: ● ● ● collaboration joint venture licensing ● High: ● ● internal development corporate venturing Moderate: ● ● ● collaboration joint venture licensing sell-off spin-off donation termination collaborative spin-off High level: ● ● internal development corporate venturing Depends: ● ● collaboration joint venture No: Low: ● putting on shelf Figure 16. Organizational mode and desired future access to technology. 40 ● ● ● ● Moderate level: donation termination Parent company alone: ● ● No: spin-off with minority share Parent company alone: Resource sharing with the parent Degree of commitment ● ● putting on shelf licensing Strategic Importance Not important Uncertain Choose an internal or hybrid mode Select the organizational mode based on: Willingness to commit resources The desired future access to profits and technology ● Availability of entrepreneurial resources ● Availability of collaboration partners ● Availability of recipients for technology transfer ● ● Select the organizational mode based on: ● ● ● ● ● ● Willingness to commit resources The desired future access to profits and technology Willingness to take risk Availability of entrepreneurial resources Availability of collaboration partners Reactivation capability ● ● ● ● ● ● Internal development Putting on shelf Termination ● ● ● Termination External Modes Hybrid Modes Joint venture Collaboration Licensing Figure 17. Strategic importance at the moment and in the future. into account, especially before terminating the venture. When the technology is perceived to have more value for other organizations than the parent, sell-offs, spin-offs, collaboration or licensing may help the parent firm to cash on its prior investments. Figure 17 considers the implications of the current or future importance of a non-core technology for the choice of organizational mode. 5.3.3 Risk, revenue potential and time frame The risk level and the revenue potential of various organizational modes vary. Most importantly, some organizational modes generate an immediate return on investments, while the profits accruing from some other modes might take years to materialize. Sell-offs and licensing arrangements of non-core technologies seem to be attractive op- tions for corporations seeking to benefit from their non-core technologies in the short run. They bring in relatively fast cash flow, and are less risky than strategic alliances, for example. Licensing is the least risky (in financial terms) and the least demanding of the external modes. According to Paul Melin of McKinsey, companies often employ the sell-off strategy, when dealing with non-core technologies. Sell-offs generate revenue in the short term, and thus they expose parent corporations to minimal financial risk when compared to the spin-off option or partnering. However, in high-tech industries, the most popular business model typically involves establishing a company around the innovation instead of licensing out the technology. “The large companies are out there to buy you [newly formed companies around the innovation] not to license your technology, because they want your human resources as well” (Boston Consulting Group; 2003). Figure 18 illustrates the revenue potential, risks, and time frame associated with individual organizational modes. 41 High Corporate venturing Internal development Joint Venture Revenue Potential Spin-off Collaboration Licensing Putting on shelf Sel-off Very Low Donation Termination Short/low Time frame /risks Long/high Figure 18. Risk, revenue potential, and time frame. 5.3.4 Characteristics of the technology Based on previous literature, we expect that several characteristics of technology impact the parent corporation’s ability to resort to various organizational modes for managing non-core technologies. We follow the Rogers (1980) and Winter (1987) taxonomies, when analyzing the impact of codifiability, complexity, teachability, and system dependence on the opportunities for technology transfer. Technologies vary in the degree to which they have been articulated and codified. Some are based on systematic scientific analysis. Their properties are well understood and have been exhaustively documented. Products and processes based on such technologies can be easily codified, facilitating their transfer to other units or to new owners (Håkanson and Nobel, 2000). Some technologies are, however, more tacit in nature. Tacitness refers to the observation that a person often knows more than he or she can say (Polanyi, 1962). Generally speaking, the proportion of tacit knowledge in a technology depends mostly on its age and complexity. A mature technology that reaches a later phase of its life cycle has been widely used and standardized in industry. These kinds of technologies are relatively easy to transfer across organizational boundaries through licensing or sell-off ar- 42 rangements without intensive support from the parent organization to the recipient organization. On the other hand, cutting-edge technologies are still in a state of flux. There have been very few previous applications. Engineering drawings, working procedures and manuals are being constantly modified (Tsang, 1997). Greater knowledge tacitness requires richer media for knowledge transfer (Teece, 1981). These kinds of technologies are very difficult to transfer across organizational borders without transferring people from the parent organization to the new owner. Therefore, emergent non-core technologies are best managed through internal development, collaboration or through the establishment of a spin-off firm, or a joint venture. Another dimension of knowledge is whether it is simple or complex. Following Kogut and Zander (1993), the complexity may be defined as the number of critical and interacting elements embraced by an entity or activity. Regardless of its age, a simple technology is easier to codify and transfer across organizational borders. Greater knowledge complexity requires richer media for knowledge transfer. Sometimes complex technologies cannot even be codified due to a large number of knowledge vectors. Therefore, we assume that the most feasible options for managing complex non-core technologies are internal development, collaboration and the establishment of spin-off firms or joint ventures. Table 8. Organizational mode and the characteristics of the technology. Characteristics of the Technology Recommended Organizational Modes Emergent, Complex, and Non-Teachable Technologies Internal Development, Joint Ventures & Other Collaborative Modes, Spin-offs Mature, Simple and Teachable Technologies All Systemic Technologies Internal Development, Joint Ventures & Other Collaborative Modes, Spin-offs, Sell-Offs (provided that the linkages between the divested unit and the parent corporation are not violated) Non-Systemic Technologies All Teachability captures the extent to which individuals can be educated to be able to further develop the technology (Zander and Kogut, 1995). The concept of teachability is thus closely related to the codifiability of technology, making it possible to transfer the technology across organizational boundaries with the involvement of the technical personnel from the parent corporation. In a similar vein, non-teachable technologies are best exploited within joint ventures, spin-off firms, collaborative networks or internal business units of the parent corporation. System dependence refers to the extent to which technological knowledge needs to be described in relation to other knowledge vectors (Garud and Nayaar, 1994). In other words, system dependence indicates the degree to which a technology is dependent on many different (groups of) experienced people or other resources possessed by the parent corporation in its further development. System dependence is closely related to the concept of relatedness referring to synergies between two separate economic activities (Rumelt, 1974). Systemic technologies cannot be separated from their context, be it a business unit, project team, or some other constellation of the parent corporation’s human and organizational resources. Depending on the context where the technology is embedded in, the most feasible options for exploiting systemic non-core technologies include sell-offs, spin-offs, joint ventures or other collaborative arrangements. If the parent corporation is not willing to lose some of its key technical personnel along with its non-core technology, the best option seems to be internal development. The recommended organizational arrangements to managing non-core technologies based on their tacitness, complexity, teachability, and system dependence are shown in Table 8. 5.4 Defining the terms of the transaction and the implementing aftercare activities 5.4.1 Defining the scope of technology transfer Defining the scope of technology transfer is especially relevant when considering the external and hybrid modes. We recommend that corporate managers and venture managers take the following actions when completing this step: • List all the resources possessed by the parent corporation required for the successful further development of the technology. Transfer these resources to the recipient organization • If transferring all the resources required for technology development is not feasible for the parent, consider giving the spin-off, sell-off, licensee or joint venture an access to these resources after the divestment through a collaborative arrangement • In the case of internal and hybrid modes, analyze potential and actual synergies between the technology-based venture and the rest of the parent corporation. Facilitate the realization of these synergies 5.4.2 Screening for partners and recipients of technology transfer Screening, identifying, and approaching a potential recipient of technology transfer is one of the most challenging steps in all hybrid and external modes. Also, this step is the one that largely determines the ultimate success of these organizational modes. 43 Successful managers say that it is of outmost importance to take an active rather than reactive stance in this process. An active posture enables a company to screen out unsuitable partners and to study the strengths and the weaknesses of prospective partners (Harbison and Pekar, 1998). In a similar vein, venture managers in our sample companies told us that meeting with the right partner was based on their personal connections or simply on being in the right place at the right time. For instance, scientific conferences and symposia proved to be excellent places to find partners for technology development. Another avenue for identifying recipients for technology transfer is to analyze the patent landscape in order to find companies with synergistic patent portfolios. Parent corporations may use, for instance, patent citation trees (companies whose patents have cited your patents) to find an acquirer for their technologies (Rivette and Kline, 2000). When using the hybrid modes, the analysis should go beyond potential partners’ capabilities and their industry and market positions to include also the cultural fit between the two organizations. Too often more time is devoted to screening potential partners in financial terms than managing the partnership in human and cultural terms (Kanter, 1994). To sum up the discussion above, we recommend that corporate managers • Give luck a chance. Create possibilities for meeting with potential partners by going to scientific conferences and symposia and presenting publicly the results of technology development in one of your non-core areas • Encourage your employees forming contacts to corporations outside your own industry. In many cases, the most promising applications for non-core technologies can be found in outside industries • Use external technology brokering services, both public and private • Analyze patent portfolios to find corporations with synergistic technology portfolios • Analyze the characteristics of the potential acquirer or the partner. Do not forget cultural and human issues 5.4.3 Determining the value of the technology Prior to the negotiation process, both the parent corporation and the buyer should try to assess the value of technology to the best of their abilities. These valuations are a good starting point for the negotiation phase. Several methods have been developed for evaluating technologies, such as net present value, return on sales, cost-based valuation, market-based valuation, economic analysis and the real options approach. No single technique seems to be superior, therefore, the use of more than one valuation technique for more robust results is encouraged (Sullivan, 1998). The use 44 of outside experts is also commonplace, when determining the value of the technology. The most used valuation method is the net present value of an anticipated future revenue stream. This method is applicable at any stage of development (Sullivan, 1998). The data required to calculate the net present value includes net revenue streams, timing of payments, and risk. The discount rate depends on the degree of risk. A disadvantage of this method is that it requires significant knowledge of competitive environment, and a thorough business and marketing plan (Sullivan, 1998). Calculating the return on sales is a simple and quick. However, it is only a rough estimate, in which a royalty is based on net profits as a percentage of revenues (Sullivan, 1998). Cost-based valuation equates the value of a technology with the cost to replace it, either with identical or equivalent technology (Megantz, 2002). The valuation is based on the total expenses associated with developing a technology, including the cost of development, overhead and intellectual property protection costs. Megantz (2002) suggests that cost-based valuations can be useful, for instance, in helping to determine whether to license or develop a technology in-house. However, it is argued that this method is imprecise and may undervalue technologies, since the revenue is not related to the value of intellectual asset (Sullivan, 1998). In a market-based valuation, comparable transactions are analyzed to determine the value of a technology. The use of market-based valuations requires that comparable data can be found. An auction can also be used to determine a market-based valuation (Megantz, 2002). This method yields very robust results, but it requires an existence of an active market with similar technologies, and companies with similar products (Sullivan, 1998). Economic analysis is used for valuing tangible assets. In the economic analysis, the value of the technology is based on the future income attributable to its use. This method requires substantial effort and market knowledge (Megants, 2002). Several approaches can be used for estimating the economic benefit provided by a technology, including • Determination of the excess earnings generated through use of the technology • Estimation of all business assets and subtraction of the value of all tangible assets and other intangible assets. The remainder represents the value of the technology • Combination of the above mentioned techniques The real options approach, in its turn, has been found to produce much better results than the traditional valuation methods alone. Unlike most traditional methods, the real options approach takes into account the contingencies and managerial decisions taking place after the investment de- cision. The real option approach is usually applied in parallel with more traditional approaches. Only 27 percent of the CFOs report to use the real options approach, mainly because of its mathematical and complex nature (Amram & Kulatilaka, 1999). In a larger scale spin-offs, sell-offs, or joint ventures, a due diligence process might be needed to ensure that the basis of evaluation of a proposed transaction is sound. 5.4.4 Negotiating the contractual terms Preparing for external and hybrid modes almost always requires signing a legal contract. The key negotiated issues include the value of the technology, the rights and responsibilities of each party, structure of the arrangement and termination clauses. The contract will determine which assets will be transferred from the parent corporation to the recipient organization and whether the parent firm will retain any ownership rights to the technology. Also, the contract should specify, whether the parent corporation is responsible for providing any support for technology transfer activities. In addition, contracts typically specify the duration of the arrangements. The negotiation process, which can be described as cyclic, is illustrated in Figure 19. The content of legal contract varies depending on the type of the organizational mode chosen for the further development of the technology. For instance, a successful implementation of hybrid modes require that partners agree upon control and administrative issues, type of alliance, transfer of assets, management operations, capitalization and voting rights, termination of the arrangement, confidentiality and competition issues, as well as taxes and accounting related matters (Harbison & Pekar, 1998: 118). More information on the specifics of legal contracting can be found in literature focusing on the implementation of sell-offs, corporate spin-offs, licensing, and collaborative arrangements (see, for instance, Goldscheider, 2002; Epstein et al., 2001; Lennon, 2001). Regardless of the organizational mode chosen, the contract should provide proper incentives for all parties involved in the further development of the technology. A “win/win” negotiation philosophy is especially fertile in the hybrid modes, where the purpose of the negotiation process is to set the ground rules for a future relationship. Thus the negotiation results will not be judged by what a company accomplishes at the negotiating table, but by the final outcome of the relationship, months or even years later (Megantz, 2002). 5.4.5 Securing funding Termination clauses Setting the price Agreeing on the structure of the arrangement Determining the post-agreement rights The need for securing funding for the further development of the technology is likely to emerge, when the parent corporation decides to resort to internal development or hybrid modes. In addition, the establishment of a spin-off company might require that the parent corporation assist the venture team in contacting venture capitalists, commercial banks, or public financiers for funding. More detailed information on public and private sources of funding available for the development of non-core technologies can be found in Chapters 5.5 and 5.6. 5.4.6 Implementing the transaction Figure 19. Negotiation process. No matter which organizational mode a company chooses to apply, there will be challenges associated with the implementation of each of these strategies. The following three tables summarize the major challenges associated with each mode, presenting some recommendations relative to how to overcome them. 45 Table 9. Challenges and recommendations associated with the external modes. Mode Major challenges Recommendations Sell-off Keeping the unit alive during the divestment process • Involve employees in the divestment process. • Protect and maintain the intellectual property during the divestment. • In order to get most out of the arrangement, keep on investing in technology development during the divestment process. Successful management of divestments requires time and a wide variety of competencies from the parent corporation. None of these skills are the core competencies of the parent. • Locate divestments and acquisitions activities under the same organizational unit. Similar kinds of competencies are needed by both functions • Consider locating divestments and corporate venturing activities under the same unit • Use external services Difficulties associated with estimating the value of technology-based assets • See Chapter 5.4.3 • Use external services Difficulties associated with finding a buyer • See Chapter 5.4.2 • Use the help of external service providers and public support organizations Successful management of divestments requires time and a wide variety of competencies from the parent corporation. None of these skills are the core competencies of the parent. • Place divestments under the same organization as acquisitions and corporate venturing activities, since similar kinds of competencies are needed in both functions • Use the services of external parties in various points of the divestment process Organizational and cultural challenges associated with the spin-off firm’s transformation from an internal venture to a self-standing firm • The parent company should, if possible, support the spin-off process and the newly founded firm Lack of entrepreneurial talent and motivation in the parent corporation difficulties in finding venture champions willing to leave the corporate setting to run a company of their own • Increase the awareness of venture managers of the benefits related to running an independent company; reduce the uncertainties around entrepreneurial life by offering the management team of a spin-off firm an option to return to the parent corporation within the three first years of the spin-off firm • Consider outside CEOs. According to Chesbrough (2002), spin-offs with outside CEOs experienced faster growth and higher market value than spinoffs with internal CEOs Difficulties associated with evaluating the value of technology • Consider using third party evaluators Identifying the right recipient • Donate only intellectual property that contributes value to the recipient • Use external services for identifying the right recipient organization Spin-off à Donation 46 Table 10. Challenges and recommendations associated with the hybrid modes. Mode Major challenges Technological collaboration & joint ventures The outcome and process of collaboration are • Define the objectives, responsibilities and rights highly sensitive to the objectives and strategies of each party in a written contract of each partner. These strategies and objectives are likely to change over time. Licensing Recommendations Potential conflicts between the partners • As above, define explicitly the allocation of rights to any intellectual property and other outcomes of the collaborative arrangement • Apply a win-win philosophy during the negotiations and collaboration Integration problems • Take into a account and manage organizational and cultural differences between the organizations Difficulties associated with evaluating the value of the technology • Use external service providers • Outsource mainly well-known, mature technologies Licensing efforts require special competence and active technology portfolio management efforts • Establish a licensing office with business-oriented professionals or use external service providers Difficulties associated with finding a licensee • Outsource mainly well-known, mature technologies • Use outside service providers and web-based services 47 Table 11. Challenges and recommendations associated with the internal modes. Mode Major challenges Recommendations Internal development & corporate venturing Justifying the funding of technology development Political problems • Stress the potential synergies between the business unit and technology • Highlight the importance of exploration activities for the long-term vitality of the parent corporation Potential lack of in-house competencies and knowledge in areas crucial to the venture • Consider some other organizational mode; in this case, internal development is not probably the best choice A high volume of new ideas and business opportunities is needed to justify the existence of a venture organization • Maximize the flow of internal and external ideas, for instance, by locating internal ventures, acquired ventures and divestment candidates under the same organization Creation of organizational climate encouraging and supporting entrepreneurship • Emphasize strategic freedom and independence Risk of over-investment in ventures not critical for the parent Risk of trapping ventures in an organization not able to nurture them • Have a systematic exit-analysis. Analyze different exit options and their financial outcomes • Use some other organizational mode, in case the parent corporation lacks resources to support technology development Adverse impact of corporate bureaucracy and policy on the venturing activities • Emphasize strategic freedom and independence No one will be able to cash on the R&D investments • Consider other modes before the final termination decision Challenges associated with developing the criteria for terminating the ventures • Define a set of indicators that emphasize both financial and non-financial as well as short-term and long-term factors, including also the potential future use of the technology Boosting employees’ motivation • Conduct a careful analysis of what went wrong in order to enhance learning and justifying the termination decision Maintenance of skills and capabilities over time, i.e. keeping the technology alive • See Table 12 Uncertainty due to incomplete information about future demand and supply conditions, competitors’ actions and other externalities • Do not shelve easy-to-create knowledge, regenerate it when needed Termination Putting on shelf 5.4.7 Implementing the aftercare activities In many cases, the management of non-core technologies requires the attention of the parent corporation even after the optimal mode for the development of the technology has been chosen. This applies especially to the hybrid and internal modes of technology development. The magnitude of the parent firm involvement depends on the organizational 48 mode chosen and the terms of the agreement. Table 12 describes the scope and content of aftercare activities associated with licensing arrangements, donation options, spin-offs, collaborative arrangements, and internal modes. In here, we assume that sell-offs and terminations do not require major aftercare activities from the parent corporation. Table 12. Recommended aftercare actions. Mode Actions Licensing (Megantz, 2002) Technology development • In some cases the licensor agrees to develop the licensed technology further Improvements • Sometimes any improvements made in a defined period of time will be included in the agreement. In such cases the licensor must notify the licensee and transfer this knowledge to him Intellectual property • Many agreements require the licensor to defend the licensee against infringement suits brought by third parties Marketing • Some agreements, especially those including trademarks, specify joint marketing activities Putting on the shelf (Garud and Nayyar, 1994) Maintenance • Catalog shelved technologies • Periodically review the catalog of shelved technologies • Develop avenues for researchers to share information • Provide incentives for maintaining currently shelved technologies • Retain key personnel who possesses tacit knowledge • Maintain a minimum threshold of knowledge • Retain entire teams when knowledge is systematic Reactivation and synthesis • Encourage the job rotation of scientists, technologists, and engineers • Promote knowledge sharing between research laboratories and business units • Organize symposia and seminars to share information • Increase the awareness of the personnel on ongoing and past research projects • Formalize the task of recognizing new business opportunities • Reward reactivation • Allow enough time for successful reactivation and synthesis Spin-offs partly owned by the parent Parhankangas, (1999); Lindholm, 1994 Resource sharing • Share technological, production, marketing, and distribution related resources, if desirable • Provide the venture with administrative and legal services, if desirable • Assist the venture with patent-related costs, if desirable Collaborative Arrangements Alvarez & Barney, (2001) Monitor technology development • Control the development of the venture, for instance, through board meetings • Constantly assess the strategic importance of the technology developed by the spin-off to the parent corporation • Share resources and competencies with the partner Internal Development Burgelman & Sayles, (1986); Sorrentino & Williams, (1995) Prepare for exit or reintegration • Provide the venture with enough resources 49 5.5 External service providers and the management of non-core technologies The process of managing and profiting from non-core technologies may be challenging and resource consuming, especially for inexperienced companies. Particularly the implementation of sell-offs, spin-offs, licensing arrangements and joint ventures may call for the use of external service providers. Parent corporations seeking recipients for technology transfer typically have difficulties with identifying the possible alternative applications of their non-core technologies in other industries (McKinsey & Company, 2003). “Quite often, one has to do quite a bit of work to understand if a technology is applicable in a certain industry...you need to make some hypothesis like ‘this could be used for doing this’ and once you have the hypothesis, finding a buyer is a lot easier. But the identification of alternative uses of a technology is very challenging”. In addition, a seller must know the nature of the alternative technologies being used in the target industries to determine whether the firm’s non-core technology could benefit the potential buyers (Boston Consulting Group, 2003). After determining the recipient industry, the parent firm should determine the price of its technology. In order to be able to do so, they have to understand how important this technology is for the potential buyer, how much money the target industry companies make, how much would it cost to modify the technology to meet the needs of the buyer, and how many alternatives are out there for the technology (McKinsey & Company, 2003; Boston Consulting Group, 2003). In here, the presence of external technology experts working in coordination with internal technology experts may prove to be critical. In the following, we will introduce various external service providers that can assist large corporations in managing their non-core technologies. Elton et al. (2002) suggest that companies should build intellectual property networks consisting of two kinds of external experts: knowledge partners and conversion partners. The knowledge partners may be divided into broadbased technologists and industry specialists. Broad-based technologists, typically based in technical societies, universities, and research institutes, are generalists who have a twofold task of providing an overview of all potential applications of a given technology, ranked according to technical and business feasibility, and of estimating the economic impact of each application. Industry specialists are experts with knowledge of applications in specific markets. They can often be found in the same institutions as broad-based technologists. 50 Conversion partners, in turn, provide services such as the evaluation and marketing of technologies, technology brokering, and occasionally, offering a portfolio of existing intellectual assets that enhance a company’s offerings. According to Elton et al. (2002), it rarely makes sense for a company to have conversion experts in-house. Business-building partners, which help companies create new ventures, are good examples of conversion partners. Technology-based transactions described above involve so many complex areas of finance, tax, law, and commercial know-how that it is vital to involve experienced patent attorneys and lawyers at the earliest possible stage of closing the deal. These lawyers may be internal or external. In a similar vein, business advisors and financiers, such as accountants, management consultants, venture capitalists, and investment bankers could facilitate the implementation of spin-offs (including larger scale management buy-outs), sell-offs, or joint ventures. These advisors normally play a crucial role in checking out the feasibility of the arrangement, negotiating the terms, evaluating the value of the technology, and securing the funding (Blackstone & Franks, 1989). Using outside service providers has been found to be positively associated with the success of technology-based ventures. For instance, spin-offs with a higher degree of venture capital representation achieved a higher revenue growth rate, enjoyed higher market value (Chesbrough, 2002) and showed a higher degree of professionalization (Hellman & Puri, 2002) than spin-offs with a lower level of venture capital representation. Finally, advances in information and communication technologies make it possible for corporations to utilize specialized Internet-based technology networks when selling or licensing their technologies. There are two kinds of networks that may be exploited: knowledge networks and technology transfer networks. The knowledge networks provide information on the nature and availability of technologies, while the technology transfer networks are on-line marketplaces helping companies buy and sell technologies. Examples of knowledge networks include Thomson Derwent, one of the first global patent and scientific information providers. A technology transfer network, yet2.com, is an example of a virtual technology marketplace. yet2.com’s business model is simple. Technology providers pay yet2.com commissions for each transaction based on the total value of the transaction and the membership agreement between the client and yet2.com. More information on these external service providers can be found in Appendix 3. 5.6 Public support mechanisms and the management of non-core technologies Besides private service providers, large corporations may resort to public support measures, when developing and supporting technologies outside their strategic core. In the following, we will briefly present some public support measures available for Finnish, Swedish and US corporations, seeking to utilize their non-core technologies through internal, hybrid or external modes. Some examples of these measures are presented in Table 13. The support for internal development of non-core technologies takes mainly the form of financial services, such as loans, guarantees, and direct investments. In Finland, Tekes, Finnvera, the Employment and Economic Development Centers (TE-Centers), as well as the Finnish Industry Investment are mainly responsible for providing support for technology-based business development in large corporations. In Sweden, the Sixth Swedish National Pension Fund and the Swedish Industrial Development provide large corporations with equity capital and loans, respectively. In addition, Swedish Export Credit Guarantee Board and Swedish Export Credit Corporation offer guarantees and export credit. In the US, public support is not, in principle, granted for large corporations. Only the Advanced Technology Program can be seen as a source of funding for internal development strategies. All three countries have a wide spectrum of support instruments available for collaborative arrangements. In Finland, there are services like INTRO, technology clinics, technology programs, a technology transfer portal and R&D services facilitating research and development collaboration. In addition, Tekes makes large corporations eligible for its grants and loans provided that they conduct technology development in collaboration with small and medium sized firms and/or research institutions. In Sweden, large corporations may resort to Vinnova’s services, the AIS program, or NUTEK’s technology brokering services, when seeking support to their collaborative efforts. In the US, Internet portals, such as ACE-Net and SBA-NET’s BusinessLINK, PRO-Net, TECH-Net and SUB-Net, create a huge contact base for corporations seeking collaboration partners. A more detailed description of these services can be found in Appendix 3. There are not as many public support mechanisms available for licensing activities of large corporations, as there are for collaboration. Tekes has a technology transfer portal, which can be used both for searching partners and licensing technologies. Other major players in this field include the technology transfer organizations in Finland and Sweden. In the US, a web portal called TECH-Net assists large corporations in their licensing efforts. The spin-off strategy seems to be the most favored option in terms of the magnitude of public support measures available. In Finland, there are a wide variety of public financial mechanisms applicable to spin-off companies, even though the general spin-off activity is estimated to be relatively low (Georghiou et al., 2003). For instance, the Foundation for Finnish Inventions offers support funding, grants and loans for the protection, development and commercialization of inventions after the evaluation of the invention. These support mechanisms are currently targeted to individuals and SMEs. Sitra provides young, technology-based firms with venture capital funding and runs the LIKSA program in collaboration with Tekes, catering to young high technology firms and their early business development efforts. Tekes, in its turn, offers grants and loans for SMEs developing leading-edge technologies. Finally, the TE Centers, Finnvera, and some technology transfer companies offer young, technology-based firms loans, grants, equity funding and other financial services. In Sweden, Almi and the Sixth National Pension Fund offer loans and equity, respectively, for small businesses. NUTEK has also financing instruments for start-ups and young firms. Even though the Innovation Center Foundation (SIC) does not offer support for large companies, spin-off firms are eligible for financial support, grants and loans, once they have been separated from the parent corporation (Stevenson and Lundström, 2001). In the US, the Small Business Administration’s loan guarantees play a significant role in small business finance, thus also promoting the formation of spin-off firms. In addition, Small Business Innovation Research (SBIR) program within the SBA offers support for technology development in promising and successful small businesses. In a similar vein, the Advanced Technology Program (ATP) under the National Institute of Standards and Technology (NIST) was established to support ambitious R&D projects. It should be kept in mind, however, that small business finance, such as the funding of spin-off firms, relies heavily on the private sector actors, such as venture capitalists and business angels in the United States (Honkkila and Toivonen, 2003). 51 Table 13. Examples of public support measures available for managing non-core technologies. USA SWEDEN FINLAND INTERNAL MODES 52 TE-Centers • Investment support Finnvera • Loans and guarantees Finnish Industry Investment • Equity investments Tekes • Grants and loans HYBRID MODES Joint ventures Collaboration Finnvera • Joint European Venture Program Finnfund • Loans Sitra • INTRO-electronic marketplace Tekes • Technology clinics • Technology programs • Grants & loans • Technology transfer portal • Collaboration projects VTT • R&D services Nordic Investment Bank • Loans Tekes • Technology transfer portal Technology transfer companies Foundation for Finnish Inventions • Support funding, grants and loans • Technology transfer services • Prototype workshops Sitra • LIKSA-grants and venture capital Tekes • Grants and loans TE-Centers • Investment support Finnvera • Loans & guarantees Finnish Industry Investment • Equity investments Technology Centers • Incubator services Vinnova • Grants • AIS-program Nordic Investment • Loans NUTEK • Technology brokers Vinnova • AIS-program Technology transfer companies Almi • Loans Innovation Center Foundation • Grants and loans NUTEK • Funding Sixth Swedish National Pensions Fund • Equity investments Swedish Industrial Development Fund • Equity investments Small Business Administration • SBA-Net ACE-Net SBA-Net • TECH-Net Small Business Administration • Loans & guarantees • Research services The National Institute of Standards and Technology • Advanced Technology Program Small Business Investment Company Program • Venture capital Sixth Swedish National Pensions Fund • Equity investments Swedish Export Credit Guarantee Board • Guarantees Swedish Industrial Development Fund • Equity and loans The National Institute of Standards and Technology • Advanced Technology Program EXTRNAL MODES The National Institute of Standards and Technology • Advanced Technology Program Licensing Spin-offs 5.7 Recommendations for public support organizations Discussions with corporate managers gave us a reason to believe that the management of non-core technologies is often regarded as too resource consuming and complex of an activity to be carried out in-house. In a similar vein, relying on external service providers is often deemed too expensive relative to the financial benefits accruing from these investments. One should keep in mind that potential revenues accruing from individual non-core technologies are often relatively insignificant for large corporations with annual sales of thousands of millions of dollars. However, potential new jobs, tax revenues, and technology spillover effects might be very significant from the perspective of public policy holders. Therefore, the public sector might have the incentives, motivation and the means to address this question. Public organizations may facilitate the management of non-core technologies in large corporations in a number of ways, as Table 13 indicates. From a large corporation’s perspective, the wide variety of these services may even seem confusing, as they are scattered across myriad organizations. Our first recommendation to public support organizations involves increasing the awareness of large corporations of the importance of utilizing their technology portfolio to the fullest, and informing them about the public support mechanisms available. It would be recommendable that various public support organizations join their forces and provide large corporations with an overview of all services available at various phases of technology development. The question of whether or not there exists a need to establish a dedicated unit for this purpose warrants a future study. Our interviews with technology managers suggest that large corporations might be reluctant to bring in external experts for conducting a technology portfolio review. After all, making a distinction between core and non- core technologies is a strategic decision that requires careful assessment from the part of the corporate management. After this phase, however, there is plenty of room for public intervention. Even today, many public organizations provide services facilitating technology transfer out of large organizations. In the future, public support organizations may consider forming a network of experts, capable of assessing the value of emergent technologies, and identifying suitable recipient organizations across industry and organizational boundaries. Also collaboration with private sector service providers, such as venture capitalists, investment banks, and technology brokering services should be considered. The recommendations for public support mechanisms are listed below. • Increase the awareness of the large corporations of the importance managing their technology portfolio to the fullest • Inform the corporate managers of public support mechanisms available • Create an overview of the support mechanisms provided by all public sector organizations • Consider establishing a dedicated unit for coordinating the efforts geared toward the commercialization of non-utilized technology-based assets of large corporations • Consider collaboration with private service providers, such as investment banks, technology brokering services, consultant companies, and venture capitalists • Establish a contact network consisting of experts in private and public sector organizations responsible for identifying the potential uses and recipients for emerging technologies • If required, offer assistance in structuring and closing technology-based transactions, as well as technology transfer activities 53 6 Summary and Conclusions Large corporations are known as a significant source of innovations due to their extensive research and development activities. However, they are not always able to pursue all these technological opportunities within their boundaries. Some studies estimate that large corporations may end up shelving as much as 70 percent of their patent portfolios. The aim of this study is to identify more constructive ways of utilizing this intellectual property, which, if managed in a more nurturing context, has a potential of resulting in the creation of new businesses, jobs and economic well-being. In this study, we aim at comparing various options for dealing with non-core technologies as they originate within large corporations. We define non-core technologies as technologies that the parent corporation is either unwilling or unable to further develop. We seek an answer to the following questions: • How do large corporations deal with the existence of non-core technologies within their organizations? • What strategies can be used in large corporations in the management of non-core technologies and non-core technology-based ventures? • Can the differences in the use of these strategies be explained by the characteristics of the parent corporation, specific characteristics of the technology, or in the light of external environment? • How do changes in the governance and ownership structure of a technology come to affect the rate and direction of technology development? We started our inquiry by reviewing the existing literature on the process of managing intellectual property in large corporations. In a similar vein, we conducted a literature study on various organizational modes available for large corporations seeking ways to exploit their technology portfolio to the fullest. After this, we conducted an analysis of 7 Finnish, Swedish, and US corporations to build information and create an understanding of how various large corporations have dealt with their non-core technologies during the past years. After this overall view, we selected eight specific technologies for an in-depth analysis, to follow how ownership changes affect the evolution of the technology. Our results show that the approaches adopted by large corporations to the management of non-core technologies may be divided into non-systematic and systematic approaches. The term “non-systematic approach” refers to a process that is not explicitly defined and where non-core technologies are managed case by case. Corporations applying a more systematic approach have clearly defined procedures for managing the technology-based assets outside their core. Based on our study, we argue that the use of systematic approaches is much more common in the United States and Sweden than in Finland. It seems to us that the adoption of a more systematic approach is strongly linked to the formalization of corporate venturing and technology acquisition processes in a corporation. Although financially very successful, these organizational arrangements tend to be short-lived, and extremely sensitive to changes in top management, corporate strategy and competitive conditions in the industry. The various approaches to managing non-core technologies, as well as related country-level and organization-level differences are discussed in this study. Our study aims at guiding corporate managers in their demanding task of exploiting their technology portfolio to the fullest. For this purpose, we divide the process of managing non-core technologies into three phases. The first phase involves the review of technology portfolio and identification of non-core technologies. The second phase deals with choosing an organizational mode that provides an optimal home for non-core technologies. 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(1991): Exploiting a Technological Edge - Voluntary and Involuntary Dissemination of Technology, A Doctoral Dissertation, Stockholm School of Economics, Institute of International Business. Appendix 1 Description of longitudinal case analyses Panipol Oy Ltd In the early 1980’s, a large chemical corporation Neste decided to diversify into the battery business, in an effort to pursue and enhance its international competitiveness. It was then believed that it would be technically possible to replace the heavy lead batteries with much lighter plastic batteries for use, in for instance, electric cars. In order to develop plastic batteries, an improved knowledge of conductive polymers was called for. Conductive polymers were discovered only a couple of years earlier by Alan Heeger, Alan MacDiarmid and Hideki Shirakawa of University of Pennsylvania. To access this new to the world knowledge, Neste ended up recruiting a young PhD who had been working with Alan MacDiarmid in Philadelphia at the time of the discovery. Applying the conductive polymer technology into plastic batteries proved to be a disappointment from the operational point of view. It seemed that plastic batteries could never replace the lead, nickel and cadmium batteries because of quality problems. This realization marked the end of the battery research at Neste. However, the knowledge related to conductive polymers did not go wasted. At those days, the parent firm Neste was a leading international plastic producer, and decided to explore the possibilities of blending conductive polymers with commercial mainstream plastics. It was believed that these polymer blends could be used in computers and emergency room equipment to protect this equipment from becoming electrically charged. The venture team started experimenting with various polymers and allied with several Nordic firms and research institutions. In mid-1980’s, this phase was ended by another disappointment. It seemed that making a polymer chain conductive would also render it more rigid, and thus difficult to mold for various product applications. However, during this phase the venture team was able to build up production facilities, while all the competitors were still operating on the laboratory scale. The venture team presented their results at a research conference in New Mexico. Based on the conference presentation, two leading scientists of University of California expressed their willingness to collaborate with the venture team. They had developed a dissolvable polyaniline derivate without sacrificing its conductive properties. Neste, in its turn had the production facilities matching the needs of University of California. As a result, Neste decided to establish a joint venture with these two American scientists dedicated to the development of conductive polymers, and their applications. The subsequent years marked a very intensive period in the development of the technology, resulting in a pre-commercial product line of insolvable polyaniline and polymer-LEDs. The number of people working for this project grew rapidly in the late 1980’s. However, in the mid1990’s the strategic importance of the venture for the parent corporation decreased, as Fortum (formerly Neste) decided to divest all its plastic-related businesses. In 1998, a spin-off company was formed to continue the development of conductive polyaniline applications. Today, the spin-off company is active in selling additives for basic polymers and developing applications related to anti-corrosive paints, and conductive surface applications. Immobilization technology In the late 1970’s, a large Nordic life science corporation, Cultor, was exploring new business areas to exploit the recent developments in biotechnology. Their strategy was to move further into the biotech industry. At the same time, quite unexpectedly, Cultor got an opportunity to acquire a manufacturing plant suitable for fermentation purposes. During those days, Cultor also entered into an alliance with a large US corporation, where Cultor provided the production facilities and the partner technological competences related to the production of industrial enzymes. As a by-product of this alliance, Cultor adopted many technologies from its partner, among them so called “immobilization technology”, potentially applicable for enzyme immobilization, ion exchange, chromatography, and protein separation. A project team was set up to explore potential product applications of the technology. By accident, the project manager found out about a parallel research project going on at the National Technical Research Center. The mission of this project was to apply immobilization technology in beer fermentation. Cultor participated in this project, which resulted in an alliance between a large brewery, KOFF, and Cultor. Besides beer fermentation, the venture team got gradually involved in the development of various other product applications, such as soft drinks, non-alcoholic beers, extremely pure lactic acid, just to mention a few. All these applications were developed in alliances with other firms or research institutes. Only the applications related to beer fermentation generated a continuous revenue stream. However, this revenue stream was not enough to pursue the development of other applications of the immobilization technology. The fact that the project team was not able to come up with product applications for the core businesses of Cultor made the technology less valuable in the eyes of the corporate management. Struggling with financial dis- 61 tress, the parent firm decided to sell the rights to the technology to an international engineering company, Tuchenhagen, in 1997. Atomic Layer Epitaxy (ALE) Technology In the early 1970’s, Tuomo Suntola was developing electronic measurement systems at the National Research Center for a large medical equipment manufacturer, Instrumentarium. Later on, this assignment turned into a fulltime job at Instrumentarium. In 1974, after having conducted a market survey, Tuomo Suntola suggested that Instrumentarium initiate the development of high quality flat panels for medical devices. However, technology development proved to be too time and resource consuming for Instrumentarium. Thus, the corporate management decided to sell all the rights related to the technology to Lohja, a large Nordic corporation specializing in consumer electronics with complementary technological resources. Lohja planned to integrate the technology to the manufacture of TV displays, an operation initiated at Lohja in 1977. The first prototype was introduced in 1978, and the product was launched to the market in the mid-1980’s. However, in 1989, Lohja, decided to divest some of its business divisions. Among them was also the business developing the ALE technology. As a result, this business unit was sold to a US corporation, Planar Ltd. In 1987, a large energy corporation, Neste (the current Fortum), recruited Tuomo Suntola and 20 of his co-workers to apply their technological knowledge in various emerging business areas of the corporation, including the manufacture of solar panels and catalysts. The project team received international recognition for their scientific achievements. By the late 1990’s, the venture team came up with a prototype for solar panels. However, commercial production of the solar panels did not prove to be a commercially feasible solution. ALE technology was also applied to the manufacture of catalysts. The most important application of the technology was the ALE reactor developed for the manufacture of flat panels and thin material layers used in the manufacture of semiconductor devices. Except for the catalysts, all the other applications of the technology lay outside the core areas of Fortum. That is why the corporate management ended up selling the business unit to a global semiconductor company, ASM in 1998. Finex: Specialty Resins In the 1960’s, Cultor was a pioneer of chromatographic separation in various industrial applications. The successful implementation of chromatographic separation required hardware, software and specialty resins. In the 1970’s, specialty resins were not available on the market. As a result, Cultor decided to start the in-house production 62 of resins for chromatographic separation purposes. The in-house production of resins was first located under the R&D unit. Later on it was transferred to an engineering unit specializing in separation technologies. After some years of experimentation, the venture team was able to produce specialty resins on a commercially viable scale. In 1990, Cultor decided to terminate the production of specialty resins, now widely available on the market. The personnel expressed their willingness to continue the development of the technology in a self-standing firm. As a result, six persons from Cultor transferred to a newly formed spin-off company. The very first challenge faced by the spin-off company Finex involved decreasing its dependence on its first and only customer, Cultor, by broadening the clientele and developing new applications of the technology. By the year 2001, Finex had diversified successfully into two new product areas, including powered resins and special polymers. Gyros: Miniaturization technologies The roots of the miniaturization technology at Pharmacia date back to the late 1980’s when the corporation was taking its first steps toward a better understanding of the biosensor development. In 1990, a new ambitious CEO decided to establish an exploratory research group searching for new areas of interest, although the corporation as a whole was under financial distress and laying off personnel in more established areas. Most of the people forming the newly founded exploratory research group had been engaged in the corporation’s earlier efforts in biosensor development in a subsidiary spun-off from Pharmacia. By the year 1996, a number of patent applications were filed. However, the research group anticipated that launching the product to the market would still take at least five more years. At those days, Pharmacia Biotech had the tendency to discontinue projects that would not generate short-term revenue. For some reason, this project was not discontinued, but it almost starved to death under the meager financial support from the parent. In 1997, Pharmacia Biotech merged with Amersham Life Sciences Ltd. The new owner had a much bolder attitude toward risk taking and exploratory research. As a result, the project was revitalized. Another strike of luck came in the form of a new vice president in R&D. He saw great potential in the technology and soon he became a dedicated venture champion for the whole research group. However, the other business units were unwilling to invest in a technology that they considered too risky and too unrelated to their current operations. As a result, the venture was spun-off in 2000, with a considerable venture capital backing. By 2002, the newly founded spin-off firm, Gyros, had specialized in proteomics and launched its first product to the market. Bioka: Enzyme-based oxygen absorbent Cultor had learned the basics of the manufacture of glucose oxidase during the decades of collaboration with leading US biotechnology firms. In the mid-1980’s, Paavo Lehtonen heard from oxygen absorbents widely used in Japan and realized that oxidoreductases could also be used for that purpose. He started product development and ended up with an enzyme-based oxygen absorbent bag, a product with far better quality compared to the competing solutions. In addition, the venture team developed an enzyme-based oxygen absorbent film in collaboration with UPM-Kymmene. However, market demand did not pick up, mostly due to the fact that the product is not so well known among the European customers. In the early 1990’s, the parent corporation Cultor decided to transfer the development of its biotechnology applications to a joint venture called Genentech. Following this restructuring activity, all the operations related to the development and commercialization of enzyme-based oxygen absorbents were transferred to Bioka, a newly founded spin-off firm. Paavo Lehtonen became CEO of this company. After its foundation, Bioka has been searching for partners in order to commercialize its product applications. Waste Plastic Applications In 1995, Olli Pinomaa of Polytronic Oy Ltd came up with an idea that the quality of asphalt could be improved by adding some plastics to it. His co-worker, Markku Kivirinta had had a long career in the utilization and recycling of industrial waste materials. Because of his background, he realized that it would be more feasible to use waste plastics instead of quality plastics for the manufacture of asphalt. The results of laboratory tests were promising. However, Polytronic needed a larger partner for developing the technology. A suitable partner was found through a collaborative TEKES project with Raisio. At those days, the Raisio Group was looking for new ways to exploit its oils and fats. Polytronic noticed that Raisio’s fats could be used in dissolving plastics. To exploit their complementary resources and knowledge bases, Raisio and Polytronic signed a collaborative agreement in 1994. The development work took place in a unit called Raisio Engineering Ltd. The collaboration between Raisio and Polytronic resulted in a number of patents. For instance, there are patents related to using waste plastic as a fuel and a raw material for asphalt production. In the late 1990’s, however, Raisio decided to divest Raisio Engineering Ltd. At that time, the other units of Raisio were not willing to develop the technology further. Thus, the project was put on the shelf. At the time of the study, both Raisio and Polytronic were still awaiting changes in environmental regulation with a po- tential of facilitating the use of recycled materials, and thus serving as a trigger for the commercialization of the technology. In addition, they are filing new patent applications and looking for a potential buyer for the technology. Biacore (Biosensor development) During late 1970’s, Professor Ingmar Lundström of Linköping University started a series of projects for the measurement of biological components at his new institute. In close contact with his group, parallel research activities took place at the National Defense Research Institute in Umeå. As a result, the development of the systems for biosensors was initiated. The Linköping group published the first work on surface plasmon resonance in 1983. From 1982 onwards, there were direct research collaboration between the Linköping group and the Umeå group. In the end of 1982, Pharmacia heard of biosensors developed at National Defense Research Institute and Linköping University. Since there were already people within Pharmacia interested in these fields, Pharmacia decided to establish a team exploring the potentials of this technology. In 1984, Pharmacia established a company called Pharmacia Biosensor AB that became general partner in the limited partnership. Pharmacia Biosensor KB relied mainly on external funding for the research and development work related to biosensors. From the beginning, the unit focused on both diagnostic and biotechnology applications. From 1988 onwards, the best results from the diagnostic development were used in a new concept called “Biomolecular Interaction Analysis”. The product BIACORE was developed during the time period 1988 - 1990. The diagnostic application never resulted in direct diagnostic products. However, a product line for food analysis and QC were later developed based on this knowledge. The emerging field of biotechnology required better analytical techniques and the BIACORE technology put figures on biological function, which is important for the rapid development of pharmaceutical industry and academic research. The first product was launched in September 1990. In 1991, the top management team of Pharmacia wanted to divest the venture, because of the high burn rate and their difficulties of understanding the technology. As a result, Pharmacia hired a consultant who traveled with the venture team presenting the idea to a number of companies. However, no one was interested in acquiring the technology. Since the venture team believed in their ideas, the limited partnership was dissolved, and a new company was founded to replace it. The spin-off company was listed on the stock market at the moment of its inception. Since the IPO, the spin-off company Biacore has been active in developing and commercializing new applications of the technology. 63 Appendix 2 Comparison of technology management practices in case corporations Comparison of longitudinal cases Conductive polymer technology (1982-2002) Immobilization technology (1980-2002) Atomic layer epitaxy technology (1970-2002) Original goal A plastic battery for electric car To explore recent developments in biotech Medical device monitors Role of co-incidence, luck and non-planned (chance) events “Our conference presentation in New Mexico caught the interest of two leading US scientists. Quite unexpectedly, they suggested collaboration to us.” “The decision to terminate the plastic battery research project co-incided with a change in corporate strategy. The new interest of Neste lay in applications, where conductive polymers were blended with main stream plastics.” “The severe economic recession of the early 1990’s made it necessary for Neste to divest its plastic-related businesses, thus leaving a venture without home in the restructured parent corporation.” “The application for the paper industry occurred to me just because of my prior job in that industry.” “Quite unexpectedly, we got an opportunity to acquire a production plant in Southern Finland. It was suitable for fermentation purposes and that is how it all began.” “As a by-product of our alliance with this US corporation, we learned the immobilization technology.” “Quite by chance, I heard about a research project going on at the National Research Center of Finland pursuing similar interests.” “In search of potential applications for the technology, we engaged in a thorough and systematic search of existing literature. However, all the applications that actually worked and were implemented were found by chance. Many times companies aim at modeling processes and using well-structured management methods. However, our experience shows that often intuition can lead to exactly the same results.” ”Many of these things just happened.“ “Our conference presentation led to 4000 product inquiries. We should have saved that presentation to a moment when our product was ready”. “Quite unexpectedly, Lohja decided to divest its consumer electronic divisions. As a result, our project was terminated.” Milestones in technology development 1) 2) 3) 4) 5) 6) 7) 8) 9) Plastic Battery → dead end Experimentation with polytiofene derivates Scaling up the production facilities Conductive polyaniline → a commercial product Polymer LEDs → a commercial product Additives → a commercial product Anticorrosive paints → under development Conductive textiles → under development Conductive surface application → under development 1) 2) 3) 4) 5) 6) 7) Beer fermentation → a new product line at Koff Fermentation of soft drinks → patents Fermentation of non-alcoholic beers → new production lines at Bavaria → design and sales of bioreactors to other breweries Control of the pH level of beer → patent, in use at Bavaria Production of extremely pure lactic acid → development delayed at Danisco Manufacture of food ingredients → development delayed at Danisco Manufacture of ciders and long drinks → under development under a global research consortium 1) 2) 3) 4) 5) Medical device application → discontinued TV monitor application → alive and well Catalyst application → under development within the parent Solar panel application → discontinued, related know-how partly utilized by the NAPS unit ALE reactor application → alive and well with the new parent 65 66 Governance structures & technologies developed within them Conductive polymer technology (1982-2002) Immobilization technology (1980-2002) 1) 1) 2) 3) 4) Outcome Alliance between Neste, National Research Center of Finland, and Pakkasakku Oy → Development of Plastic Battery A Nordic Research Consortium → experimentation with polytiofene derivates & scaling up the production A joint venture, Uniax, between Neste and University of California → Conductive polymers and Polymer LEDs Spin-off firm from Fortum in alliance with the paper manufacturer, textile company and paint producer → additives, anticorrosive paints, conductive textiles, conductive surface applications A spin-off company selling conductive polymers High tech applications acquired by a global chemical corporation, Uniax 2) 3) 4) 5) Joint venture between Cultor and Nabisco → basics of immobilization technology RIFB consortium → beer fermentation Alliances with Koff, Marli, and Bavaria → fermentation of beers and soft drinks, A business unit under Tuchenhagen → design of fermentation systems Global research consortium → fermentation of ciders and soft drinks Atomic layer epitaxy technology (1970-2002) 1) 2) 3) 4) 5) Beer fermentation applications sold to Tuchenhagen The rights to other applications are retained by the parent R&D lab of Instrumentarium → a flat panel display for medical devices A business unit under Lohja → TV monitor applications A subsidiary of the Planar corporation → a world leader in TV-monitor related technologies A subsidiary of Fortum → catalyst, ALE reactor, and solar panel applications A subsidiary of a ASM → ALE reactor applications Most promising applications sold to a global semiconductor corporation, catalyst applications retained by the parent Specialty resins (1970-2002) Waste plastic applications (1994-2002) Miniaturization technologies (1986-2002) Original goal In-house production of special resins for the use of parent corporation’s chromatographic separation processes Use of waste plastics in asphalt making Building a new business area around the potentials of miniaturization and microfluidics technologies Role of co-incidence, luck and non-planned (chance) events “We found our second major product group due to the fact that big manufacturers lost their interest in this business. As a result, customers approached us and asked if we could do it.” “The decision to spin us out from Cultor had to do with general refocusing tendencies of the parent. This decision was further confirmed by the fact that resins for chromatographic separations started to become available on the market. As a result, in-house production was not a necessity anymore.” “In a joint Tekes project, we realized that Raisio’s fats could be used for making asphalt. This led to the establishment of a joint venture between Polytronic and Raisio. “ “The termination of Raisio Engineering Ltd led to the termination of the project at Raisio.” “The further development of the asphalt application is delayed, because the Finnish packaging industry does not pay for the waste material utilization As a result, there is not enough raw material for commercial production.” “Later on when I started thinking about the possibilities of CDs, I remembered the name of the company I learned to know in Lichtenstein years ago. That is how it all started. It would have never happened if I hadn’t gone to Lichtenstein back then.” “We met a researcher at a conference and noticed that we are doing similar kinds of things. The positive feedback we got from him gave us enough courage to start the whole process”. “Attendance to a seminar brought us in contact with Ericsson and that is how our collaboration started”. “The merger of Pharmacia and Amersham Sciences Ltd created a new situation, where some projects put on the shelf prior to the merger were revitalized. This is because Amersham had a more positive attitude toward risky technology development projects than Pharmacia had.” “The new VP in R&D was able to detect the huge potential of the technology. That is why the project was revitalized.” “At that time, the drug screening and drug development were hungry for very high throughput devices. The existence of chemical libraries, for instance, made it necessary to have a high throughput analyzing technology. This was not the case before.” Milestones in technology development 1) 1) 1) 2) 3) 2) 3) Resins for chromatographic separations → a commercial product Powered resin mixtures for water treatment and nuclear applications → a commercial product Special polymers for clothing, furniture and paint industries → a commercial product 2) 3) 4) Realization that some characteristics of asphalt can be improved by the infusion of plastics Asphalt application (on the shelf) Fuel application (on the shelf) Steel manufacture application (on the shelf) a patent portfolio a proof of principle the first product application in the proteomics area: a sample preparation disc for use with mass spectrometers development ongoing 67 68 Specialty resins (1970-2002) Governance structures & technologies developed within them 1) 2) 3) Outcome Waste plastic applications (1994-2002) Research Center and Engineering Department of Cultor: 1) early development of resins for chromatographic 2) separations Production Plant in Kotka under the Cultor ownership: manufacture of resins for chromatographic separations 3) A spin-off firm Finex in collaboration with Cultor, Fortum, Lappeenranta University of Technology and UPM Kymmene: – manufacture of resins for chromatographic separations – development and manufacture of powered resin mixtures – development and manufacture of special polymers • A successful spin-off firm developing and exploiting a numerous applications of the technology • Overall contribution to the product development of the parent Miniaturization technologies (1986-2002) Polytronic: Early development of the asphalt application 1) A joint project between Polytronic and Raisio Engineering in collaboration with VTT: asphalt application & fuel application 2) Development frozen at Raisio and Polytronic , the owners consider selling the technology It remains to be seen whether these applications will be accepted by the market. 3) 4) 5) Pharmacia Biosensor 1986-1990: basic understanding of the microfluidics area and the CD applications was built Exploratory research group within Pharmacia 1990-1995 in collaboration with many universities and Ericsson: patents and patent applications “On the shelf” 1995-1997 Revitalization of the project at Pharmacia (1997-2000): patents, patent applications and a proof of principle Spin-off (Gyros 2000) in collaboration with Åmic: product development in the proteomics area A spin-off company launching the first product to the market Biosensor development (1984-2002) Enzyme-based oxygen absorbent (1979-2002) Original goal Developing a new business area for Pharmacia utilizing biosensor technologies Exploring new business areas for the parent corporation Role of co-incidence, luck and non-planned (chance) events “In the beginning of 1980’s, Pharmacia heard of biosensors from Bo Lindberg (from Professor Lundström’s group at Linköping University). That is how it all started.” “The contact with the Swedish Defense Agency was established through participating in the same symposia and seminars.” “During that time, a need for measuring molecules emerged in the pharmaceuticals industry. We did not have this application in mind in the beginning, because in the old days, pharmaceutical research was more based on chemical processes. It was very fortunate for us that this change came up.” “When I heard about Mitsubishi Chemicals and its deoxydizer product, I got an idea for a new product.” “Because of the recession of the 1990’s, the parent corporation initiated restructuring activities. As a result, many biotechnology projects, like this one, were divested or terminated.” Milestones in technology development 1) 2) 3) A portfolio of biosensor related patents A biotech application A food analysis application 1) 2) Enzyme-based oxygen absorbent bag application Enzyme-based oxygen absorbent film application Governance structures & technologies developed within them 1) Informal academia-industry networks (Universities of Lund and Linköping, Pharmacia, and the Swedish Defense Agency) prior to 1984: basic knowledge of elliptsometry, biosensors, surface plasmon resonance resulting in patent applications Limited partnership 1984-1991: development of the diagnostics application and the biotech application, product prototype, building of a marketing and sales organization in collaboration with Pharmacia Biotech and Diagnostics, no contacts with outsiders were allowed Spin-off Biacore: focus on marketing and sales, development of a new instrument with higher resolution, and better software, development of a food analysis application and a QC application 1) Part of the Hanko Plants (basic knowledge of the chemical processes behind the invention) Part of FinnSugar Biochemicals Department (development of a oxygen absorbent bag + patent application) Alliance with UPM Kymmene (development of oxygen absorbent films + patent appliation) Part of Genencor Part of the Cultor Research Center Spin-off firm Bioka founded in 1991: Focusing on partnering and business development efforts 2) 3) Outcome A successful spin-off company listed on the Swedish Stock Exchange and NASDAQ; the biotech application is flourishing, the development of the diagnostics application was discontinued 2) 3) 4) 5) 6) A spin-off firm seeking ways to commercialize its product 69 70 Comparison of the management of non-core technologies in case corporations Case Country Approach Organizational mode Relationship with the parent Saab-Scania Combitech Sweden Systematic procedures and defined organizational structures Internal development An independent business entity, Businesses and technologies of commercializing non-core varying degree of maturity technologies of the parent Average return on working capital: 26 percent, turnover of 2 Billion SEK, profits 200 Million SEK, terminated in 1997 Perstorp-Pernovo Sweden Systematic procedures and defined organizational structures Corporate venturing → spin-off and sell-off The ventures were independent and not limited by the strategy of Perstorp The sales of the Pernovo unit accounted for 20 percent of Perstorp’s total sales in the mid-1990s and 33 percent in 1991. The venturing unit was terminated in 1997 Volvo Technology Transfer Sweden Systematic procedures and defined organizational structures Corporate venture capital investments → trade-sales and integration An independent business entity, Businesses and technologies of supporting entrepreneurship, varying degree of maturity management of non-core technologies and allowing the parent corporation an access to novel technologies Too early to say Pharmacia: Gyros Sweden Non-systematic approach Spin-off The parent company owns 10 percent of the spin-off, no business relationship with the parent Patents, a proof of principle, product applications Estimated break-even in 2005. The spin-off is worth SEK 700-800 million in 2002 Pharmacia: Biacore Sweden Non-systematic approach Spin-off Publicly owned company, the parent company owns 59 percent, no collaboration with the parent Established business, a patent portfolio, commercial products Profitable, turnover (2002): SEK 614,2 million Cultor: Immobilization technology Finland Non-systematic approach Sell-off No ongoing relationship Established business, several commercialized applications related to beer fermentation N.A. Cultor: Finex Finland Non-systematic approach Spin-off Supplier to Cultor Established business, three commercialized product applications Turnover: 4,7 M euros (2002) Non-financial outcome* Businesses and technologies of varying degree of maturity Financial outcome Case Country Approach Cultor: Bioka Finland Fortum: ALE technology Organizational mode Relationship with the parent Non-financial outcome* Financial outcome Non-systematic approach Spin-off No collaboration after the first years Enzyme-Based Oxygen Absorbent Film: patents and patent applications Enzyme-Based Oxygen Absorbent Bag: Idea stage Seeking partners to commercialize the first product (2002) Finland Non-systematic No formal relationship A small patent portfolio, product The production was transferred prototypes, products to USA in 2001. Process development left in Finland. Performance data not available Fortum: Panipol Finland Non-systematic approach Joint venture, later spin-off No business relationship, the parent owns 15 percent A patent portfolio, product applications, commercialized products Sales (2001): 500 000 euros Raisio: Polytronic Finland Non-systematic approach Collaboration, later putting on shelf Partly owned by the parent Patents, product applications on trial No sales Nortel Networks USA Systematic Approach Spin-outs and spin-ins Part of corporate R&D, parent firm ownership depends on the synergies with mainstream businesses A portfolio of technology-based 50 percent of the ventures ventures developing new can be considered relatively products and technologies successful Xerox: 35 companies USA Policies evolved over time: 1) laissez faire 2) ad hoc 3) formal internal venturing 4) corporate incubator Initially spin-offs 9 spin-offs with no initial Patents, business concepts, Xerox-equity. In other cases, product applications, growing the Xerox-equity varied between businesses 10 and 100 percent Later development: 29 % IPO 22 % sold-off 17 % closed down 3 % bought back 3 % dispersed 26 % going concern Procter & Gamble (EDB&GL) USA Systematic procedures and defined organizational structures Licensing No parent firm involvement after Patents to be outlicensed the separation Seven-fold increase in the annual income based on selling P&G’s intellectual property Lucent USA Systematic procedures and defined organizational structures Spin-offs No parent firm investment By early 2001, the venture portfolio created more than $200 million in value Spin-off, later sell-off The ventures were sold to an outsider investor group (*) at the time of the decision to divest, terminate, form a collaborative partnership, or continue internal development of a non-core technology 71 Appendix 3 Private and public service providers and management of non-core technologies Virtual technology marketplace yet2.com: Many of the world’s premier research and development companies currently provide technologies on an exclusive basis to yet2.com. yet2.com is the first international environment for buying and selling technology on the Internet. It is a virtual technology marketplace, and has over 6,000 technologies and technology needs listings. It offers its customers the opportunity to easily and privately acquire, sell, license and search technology-based intellectual assets. Virtually all industries and areas of research and development are covered in yet2.com’s network, giving technology officers, scientists and researchers an opportunity to discover cutting-edge inventions as well as new applications for already known technologies. yet2.com helps companies extract value from undervalued or unused technologies by introducing a fast and effective technology transfer procedure through their web site. TechEx: An Internet-based exchange for buying and selling biomedical technologies. TechEx is used by thousands of technology transfer and research professionals to efficiently exchange licensing opportunities and innovations available for partnering. TechEx is an Internet-based exchange for buying and selling biomedical technologies (www.techex.com). Knowledge Networks Other service providers British Technology Group: • commercializes inventions and non-utilized technologies • works closely with research centers, universities and technology companies • a wide range of commercialization partners. Competitive Technologies: • an invention management, technology transfer, commercialization and licensing company • works with large and small firms, universities, and federal and private research centers in the United States and internationally. Chipworks: • main expertise area: technology portfolio review. Milcom Technologies: • A U.S. company, operating in partnership with defense contractors, commercial companies, federal laboratories and other R&D sources by licensing or purchasing these partners’ technologies and building new technology companies around them. Research Corporation Technologies: • A U.S. based independent technology development company, which cooperates with universities and research institutions worldwide to commercialize their early-stage technologies. Thomson Derwent: Thomson Derwent is one of the first established global patent and scientific information providers. They assist their customers by providing them with key technical, scientific and business information drawn from patents, research journals and conference proceedings. Their clients include some of the top Fortune 100 companies. With the use of their services, their customers can monitor competitor activity, save R&D resources (by analyzing what is available in the market), be aware of major industry trends, generate new revenue sources and manage patent portfolios. However, their web-based services, such as databases, are not as easily accessible as those of yet2.com. Derwent’s services can only be reached through intermediary web sites operated by their partners, including Delphion, Dialogselect and Axiom. 73 Public support mechanisms Employment and Economic Development Centers FINLAND • 15 centers all over Finland and 4 additional service points • Regional organizations • The primary goal is to enhance competitiveness and working environment in SMEs • Offer a wide variety of guidance and development services and financial instruments, which include investment support and support for SME’s development projects. Foundation for Finnish Inventions • The Foundation for Finnish Inventions supports and promotes Finnish inventive activity, protection, development and commercialization of inventions • The Foundation serves as link between inventors, innovators, consumers, businesses, and industry in Finland and or other parts of the world, whether it is a matter of setting up production, licensing or any means of exploiting an invention • The Foundation for Finnish Inventions provides technology transfer related services, such as advising, evaluating, financing, developing, and marketing of inventions. The target groups include individuals and small and medium-sized companies (also individuals employed by large corporations) • The main part of the funding comes from the Ministry of Trade and Industry • The funding provided by the Foundation for developing inventions is risk financing (no securities required) taking the form of support funding, grants and loans. Sitra (the Finnish National Fund for Research and Development) • Acts under the supervision of the Finnish Parliament and aims at increasing economic prosperity in Finland • Does not receive any public funding, but uses its original capital and returns generated by its venture capital operations and venture fund investments • Offers funding and related services for developing promising ventures, commercializing innovations, and enhancing international competitiveness of Finnish companies • Publishes new research information, educates both public and private sector’s decision-makers and aims at predicting future challenges and opportunities • Cooperates with private financiers and public organizations • Two primary funding mechanisms: LIKSA program (a joint program with Tekes) and venture capital. Tekes • Aims at enhancing competitiveness among the Finnish industry and service sector by supporting innovative activities • Together with its partners, Tekes offers value-added services for technology-based Finnish companies for every step of the innovation process • The main financial instruments are R&D grants and R&D loans • The services offered by Tekes include technology programs, technology clinics, international activity services, guidance and information services. 74 Finnvera • A completely state-owned specialized financing company operating under the supervision of the Ministry of Trade and Industry • Finnvera has three tasks prescribed by the Finnish law: 1. Development of favorable conditions for SMEs 2. Promotion of the exports and internationalization of enterprises 3. Implementation of the government’s business and industry policy measures as a provider of risk financing • Offers loans and guarantees to all kinds of Finnish companies throughout their life cycles • The most notable loan programs include capital loans, development loans, entrepreneur loans, internationalization loans, investment and working capital loans, Joint European Venture loans • Finnvera is an official Export Credit Agency in Finland. Finnish Industry Investment • An investment company owned by the government operating under the supervision of the Ministry of Trade and Industry • Its mission is to support the growth and internationalization of business activity in Finland by making equity capital investments in venture capital and private funds and in selected companies • Investments are mainly targeted to projects which cannot get sufficient funding from other sources. Technology transfer companies • Their business concept is to commercialize promising innovations and research results • The owners of these companies are universities, Sitra and possible other backers, such as municipalities, Finnvera or Technical Research Center of Finland • Include: Oy AboaTech Ab, Licentia Oy, OuluTech Oy and Tuotekehitys Oy Tamlink. SWEDEN The Swedish national innovation system is illustrated in the figure below (Tekes, 2002). The National Research Committee Government Ministry of Education and Science The Swedish Research Council Ministry of Industry, Employment and Communications NUTEK Vinnova Other Ministries ITPS R&D funding agencies Other Research Councils Funding Research Foundations and Other Piblic Financing Organizations ALM Business sector Higher Education Governmental Institutes and Agencies Industrial Research Institutes NUTEK (The Swedish Business Development Agency) • Responsible for drafting industrial policy in Sweden • Provides financial support for start-ups and growth companies. The focus is on high technology businesses • A variety of services including “Start Line” (a telephone service for entrepreneurs and start-ups), “Entrepreneur Guide” (a web service, which assists entrepreneurs in finding necessary information and contact right authorities) and a financing database, which contains information about the financing alternatives. Vinnova (The Swedish Agency for Innovation Systems) • Vinnova’s role is to integrate R&D in technology, working life and society • It has own regional networks but operates through regional County administration • Vinnova offers support for R&D in technology, transportation, communication, and the labor market • In addition, Vinnova has measures to support R&D networks. Business Sector ALMI • An organization consisting of a wholly state-owned parent company and 21 regional companies • Offers both financial support (primarily loans) and counseling services • Works in collaboration with other financial institutes • Promotes investment in SMEs in Sweden. Swedish Industrial Development Fund • The aim of the fund is to promote profitable industrial growth by providing venture capital and acting as an active investor in growing businesses throughout Sweden • Investments in regional venture capital companies • The fund invests in companies with turnover less than SEK 400 million and the amount of employees less than 250 on all business sectors except trading and services • The focus is, however, on promising high-tech companies • Both equity and loan financing are possible. Sixth Swedish National Pension Fund • Invests primarily in unlisted growing SMEs in Sweden • The investments are implemented either directly or through private equity companies, which are partly owned by the Sixth Fund. 75 THE UNITED STATES Department of Commerce • Possesses offices in every state • Aims at creating an environment, which enables economic growth, technological competitiveness and sustainable development • Several administrative agencies and offices including International Trade Administration, Technology Administration and Minority Business Development Agency. • SBA offers also services, which are implemented through various office networks, such Business Information Center, Small Business Development Centers, U.S. Export Assistance Centers and Women’s Business Centers • Services and information are also extensively offered via web-sites • SBA-NET is a gateway that contains links to more specific networks of contacts. Small Business Investment Company program (SBIC) Small Business Administration (SBA) • The objective is to aid, support and assist small business and control that legislation does not discriminate against small businesses • SBA offices are located in every state • Financing is mainly organized through private companies • The SBA’s lending process is illustrated below • SBA organizes programs creating opportunities for small businesses to utilize their technological potential and create innovation through research and development. The main program is Small Business Innovation Research (SBIR), which ensures that also small businesses can participate in federal research and development programs • Another important program is Small Business Technology Transfer (STTR) aiming at promoting cooperation between small businesses and non-profit research institutes. 1 4 76 • Organized by SBA • Wide array of possible investments vehicles ranging from long-term loans to equity investments. Advantage Technology Program (ATP) • An initiative, which was created by the National Institute of Standards and Technology to support private R&D projects that could not otherwise receive funding or would suffer from limited resources • The program is totally industry-driven • To be eligible for finding, the company needs to allocate its own funds to the project • The ATP grant is used completely to finance R&D operations, not product development, commercialization or marketing activities. 5 2 Private-sector lender Small business 1) 2) 3) 4) 5) 6) • A joint-effort venture capital operation between the government and private sector SBA 3 6 A small business contacts a private-sector lender An application is written and sent to SBA SBA assesses the application and either guarantees the loan or not If SBA secures the loan, the lender provides money for the business The business repays the principal and related interests If the business cannot repay, SBA is responsible to pay the amount it guaranteed Technology Reviews of Tekes 149/2003 Managing Non-Core Technologies: Experiences from Finnish, Swedish and US Corporations Annaleena Parhankangas, Päivi Holmlund, Turkka Kuusisto. 76 p. 148/2003 Kantasolutoimiala Suomessa. Toimijoiden näkemyksiä vuonna 2003. Noin 90 s. 147/2003 Innovative waste management products – European market survey. Christoph Genter. 40 p. 146/2003 Elektroniikan lämmönhallinta. Simo Keskinen. 8 s. 145/2003 Meriklusterikatsauksen englanninkielinen versio. 144/2003 Tracing Knowledge Flows in the Finnish Innovation System – A Study of US Patents Granted to Finnish University Researchers. Martin Meyer, Tanja Siniläinen, Jan Timm Utecht, Olle Persson, Jianzhong Hong. 36 p. 143/2003 Paikannus mobiilipalveluissa ja sovelluksissa. Antti Rainio. 75 s. 142/2003 Innovaatio investointina. Osa 1. Rahoitusteoreettinen näkökulma Tekesin vaikuttavuuteen. Mika Vaihekoski, Seppo Leminen, Joonas Pekkanen, Jussi Tiilikka 141/2003 Suomen bioteollisuuden bioprosessitekniset tarpeet 140/2003 Suomen meriklusteri. Mikko Viitanen, Tapio Karvonen, Johanna Vaiste, Hannu Hernesniemi. 190 s. 139/2003 Innovaatioita metsästämässä – media valinkauhassa. Ulf Lindqvist, Timo Siivonen, Caj Södergård. 44 s. 138/2003 Finland’s Wireless Valley: Domestic Politics, Globalizing Industry. Dan Steinbock. 137/2003 Kohti kansainvälistä arvoverkottunutta rakentamista - Linjaukset rakennusklusterin teknologiaohjelman kansainvälistymiselle. Towards Value Networks in Construction - Outlining Internatioalization for the Building Cluster Technology Program. Tapio Koivu, Hans Björnsson. 136/2003 Verkostotalouden uudet sovellukset – Aihealueen tulevaisuuden suuntauksia ja kehittämistarpeita. Klaus Oesch, Anssi Varesmaa, Tero Nummenpää, Petri Vuorimaa. 78 s. 135/2003 Uuden sukupolven teknologiaohjelmia etsimässä. 134/2003 Insights into services and innovation in the knowledge-intensive economy. Dr Jari Kuusisto, Dr Martin Meyer. 62 p. 133/2002 Independent living market in Germany, UK, Italy, Belgium and the Netherlands. Christine Grumbach, Finpro Germany, Merja Heikelä and Timothy Skilton, Finpro UK, Anneli Okkonen, Finpro Italy, Katja Haukipuro, Finpro Belgium, and Ritva Huisman, Finpro UK-Benelux. 199 p. 132/2002 Technological Trends and Needs in Food Diagnostics. Gabriela von Blankenfeld-Enkvist, Malin Brännback. 33 p. 131/2002 Elintarviketeollisuuden teknologiaennakointi ja tutkimuksen arviointi. Mari Hjelt, Totti Könnölä, Päivi Luoma. 130 s. 130/2002 Lääkevalvonta bioteknisessä tuotekehityksessä. Outi Nieminen, Katrina Nordström. 35 s. 129/2002 Bioinformatiikka Suomessa. Katri Ylönen, Erja Heikkinen, Marjo Uusikylä. 43 s. 128/2002 Arktinen teknologia suomalaisten yritysten liiketoimintastrategioissa. 63 s. 127/2002 US Fitness Industry Market Overview and Entry Strategies. Val Arthur Kratzman. 73 p. 126/2002 Particle technologies in diagnostics. Harri Härmä. 29 p. Subscriptions: www.tekes.fi/english/publications 77
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