Xlife Sciences : Valuation Report 2023

For public distribution

Xlife Sciences AG Valuation Report 2023

Valuation as of December 31st 2023

Zurich / Switzerland, April 29th 2024

Xlife Sciences AG Valuation Report 2023

Disclaimer

This Valuation Report has been prepared by CYLAD Experts AG ("CYLAD") for informational and background purposes and represents the opinion of CYLAD and not the opinion of Xlife Sciences AG (the "Company"), any of its subsidiaries or affiliates.

For the purpose of preparing this Valuation Report, CYLAD relied on the information provided by the Company. In particular, CYLAD did not perform any independent research (due diligence) on the companies listed in this Valuation Report.

For the purpose of the valuations presented in this Valuation Report, CYLAD has assumed that the respective companies will be able to meet the necessary financing requirements. If this assumption does not apply, the results may differ significantly from those presented in this Valuation Report.

This Valuation Report is not, and should not be construed as, a prospectus or offering document. It has not been reviewed or approved by any governmental authority. The information in this Valuation Report does not constitute, and should not be construed as, an offer to sell or subscribe for, or the solicitation or invitation of an offer to subscribe for or purchase, any shares or other investments in the Company, any of its subsidiaries, its affiliates or any other company. In particular, this Valuation Report may not serve as a basis for an investment decision or as a support in connection with an investment decision or the conclusion of an agreement.

Neither the Company nor any of its subsidiaries or affiliates, directors, officers, employees or advisors (the "Representatives") or CYLAD makes any representation, warranty or undertaking, express or implied, as to the adequacy, accuracy, completeness or correctness of the information or opinions contained in this Valuation Report or any other statement relating to the Company, any of its subsidiaries or affiliates for any purpose, including, without limitation, investment considerations. No liability of any kind for any reason whatsoever for any loss, damage or expense in connection with the use of any information, opinion, omission or inaccuracy contained in this Valuation Report will be accepted by the Company, any of its subsidiaries or affiliates, their representatives or

CYLAD.

This Valuation Report contains forward-looking statements, including, but not limited to, projections about financial developments, market activities, future performance of products or proposed transactions that involve risks and uncertainties and are based on certain assumptions. These forward-looking statements are subject to change based on known and unknown risks and various other factors, which could cause actual results, performance or events to differ materially from the statements made herein. If any of these risks or uncertainties materialize, or if the explicit or implicit assumptions underlying any forward-looking statements prove incorrect, actual results may be materially different from those expressed or implied by the statements in this Valuation Report. Neither the Company nor any of its subsidiaries, affiliates, representatives or CYLAD intends or assumes any obligation to update these forward-looking statements.

This Valuation Report does not constitute a prospectus or similar communication within the meaning of the Swiss Financial Services Act.

This Valuation Report will not be registered under the Securities Act of 1933 of the United States of America and any securities of the Company may not be offered or sold in the United States of America absent registration or an exemption from the registration requirements of the Act. This Valuation Report is not a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended) and is not a prospectus for the purposes of Regulation (EU) 2017/1129 under the European Union (Withdrawal) Act 2018.

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Cylad Experts AG

Center Staldenbach 5

CH-8808 Pfäffikon SZ

Dr. oec. HSG Hans Geiser Partner [e-mail]

Dominik Marti, Dipl. Ing. ETH Partner [e-mail]

Confidential

Xlife Sciences AG

Mr Carl von Halem

CFO

Talacker 35

CH-8001 Zurich

Xlife Sciences AG Valuation Report 2023

April 29th, 2024

Dear Mr von Halem

In line with our proposal dated September 9th, 2023, we have conducted a valuation of Xlife Sciences AG's project company portfolio as of December 31st, 2023.

Our assessment primarily focuses on determining the potential total value of the relevant project company shares held by Xlife Sciences AG, excluding the consideration of existing assets and liabilities of Xlife Sciences AG.

The excerpts from the valuation model provided below outline our considerations utilizing a risk-adjusted Net Present Value approach (rNPV). Our analysis relies heavily on the examination of documents supplied by Xlife Sciences AG and its project companies, along with various interviews and on-site visits. It's important to note that Cylad has not conducted a due diligence or specific audits as part of this process.

Our work has been completed as of the date of issue of this report. Please feel free to reach out to us with any questions regarding this assignment or for further assistance.

Best regards

Cylad Experts AG

Dr. oec. HSG Hans Geiser	Dominik Marti Dipl. Ing. ETH
Partner	Partner

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Xlife Sciences AG Valuation Report 2023

Table of content

Executive summary

Page 4

Portfolio analysis	Valuation of project	Appendix
	companies in detail
Page 7	Page 15	Page 32

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Cylad conducted evaluation of Xlife Sciences AG's portfolio of shares in project companies

Executive Summary (1/2)

• Xlife Sciences AG, a publicly listed management company focusing on the life science sector, operates under IFRS regulations. Since February 11th, 2022, it has been listed on the SIX Swiss Exchange. Xlife Sciences specializes in the value development and commercialization of promising research projects from universities and other research institutions in the life sciences field, with a primary aim of addressing unmet medical needs and improving quality of life.
• The company serves as an accelerator and incubator in technology platforms, biotechnology/therapies, medical technology/diagnostics, and artificial intelligence (AI) within the European DACH market, with numerous partnerships, particularly with German universities such as Heidelberg, Jena, Tübingen and Münster.
• In 2023, Xlife Sciences started a strategic collaboration with the Department of Health Abu Dhabi to establish a life sciences incubator in the UAE.
• Its business model involves identifying promising research projects early, developing them commercially, and realizing profits either in the short to medium term through industry trade sales or IPOs, or in the medium to long term through license and royalty deals. With around 20 staff members, the company is headquartered in Zurich, Switzerland.
• As of the end of 2023, the Xlife Sciences portfolio comprises 25 project companies (including 1 license deal), with a total stock market value of approximately MCHF 285 and a free float of roughly 49%.
• In 2023, Cylad was commissioned by Xlife Sciences to conduct the valuation of all project companies as of December 31st, 2023. The engagement aimed at a portfolio-wide, harmonized, and standardized professional valuation of all projects.
• The valuation, carried out from September to December 2023, did not directly involve Xlife Sciences nor the respective project companies, although support was provided through information provision. Financial data provided by Xlife Sciences, including business plans, and additional information obtained through interviews and on-site visits with both Xlife Sciences and the project companies formed the basis of assessment.
• Management data was updated and reviewed collaboratively, without formal due diligence, and subsequently incorporated into an overall assessment by Cylad, focusing on correct and consistent implementation according to professional standards. Results were derived from documents provided by Xlife Sciences, the various project companies, and available empirical data.
• Valuations were reflected in the end-of-year financial statements for 2023 of Xlife Sciences, reported at fair value, at equity or fully consolidated. The annual financial statements have been audited by a third party auditing company.

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Portfolio of Xlife Sciences AG shares in project companies valued at 611.7 to 747.8 MCHF

Executive Summary (2/2)

Value of Xlife Sciences project company portfolio as of 31.12.2023 (in CHF)

Technology Platforms	Share		Valuation
Inventum Genetics GmbH	100.00%	58'200'000	to	71'100'000
palleos healthcare GmbH	50.00%	in M&A process
Veraxa Biotech AG	16.60%	112'400'000	to	137'400'000
Biotech & Therapies
alytas therapeutics GmbH	51.04%	202'200'000	to	247'100'000
Baliopharm AG	0.00%	9'400'000	to	11'500'000
inflamed pharma GmbH	75.00%	84'500'000	to	103'300'000
Ix Therapeutics GmbH	50.00%	2'400'000	to	3'000'000
Lysatpharma GmbH	25.20%	21'400'000	to	26'100'000
panmabs GmbH	70.41%	not been evaluated yet
QUADIRA BIOSCIENCES AG	50.00%	16'200'000	to	19'800'000
xarma life sciences GmbH	46.21%	3'300'000	to	4'100'000
XRNA Biotech GmbH	100.00%	not been evaluated yet
xprot GmbH	100.00%	not been evaluated yet
Medical Technology & Diagnostics
Axenoll Life Sciences AG	13.97%	14'600'000	to	17'900'000
clyxop devices GmbH	70.00%	1'100'000	to	1'300'000
Laxxon Medical Corp.	2.51%	1'200'000	to	1'500'000
novaxomx GmbH	40.00%	not been evaluated yet
Novum Technologie GmbH	66.66%	not been evaluated yet
saniva diagnostics GmbH	19.00%	6'200'000	to	7'600'000
VITRUVIA MEDICAL AG	5.47%	100'000	to	100'000
x-kidney diagnostics GmbH	100.00%	3'200'000	to	3'900'000
x-nuclear diagnostics GmbH	100.00%	13'100'000	to	16'000'000
Xsight Optics GmbH	80.00%	under review
Artificial Intelligence
FUSE-AI GmbH	34.62%	39'200'000	to	48'000'000
4D Lifetec AG	20.00%	23'000'000	to	28'100'000
		611'700'000	to	747'800'000

*rounded value for VITRUVIA MEDICAL AG

Comments

• Cylad has been tasked by Xlife Sciences AG to evaluate its portfolio of project company shares as of December 31st, 2023.
• The evaluation was conducted based on documents and information provided by Xlife Sciences AG and management members of the various project companies. It's important to note that the valuation process did not include any due diligence of the information received.
• In the valuation process, Cylad utilized applied a risk-adjusted net present value (rNPV) approach.
• As of December 31st, 2023, the portfolio of Xlife Sciences AG is valued at 611.7 to 747.8 MCHF .
• It's worth mentioning that project companies not yet ready for valuation were not included in this assessment.
• • 6

Xlife Sciences AG Valuation Report 2023

Table of content

Executive summary

Page 4

Portfolio analysis

Page 7

Valuation of projects in	Appendix
detail
Page 15	Page 32

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Xlife Sciences AG Valuation Report 2023

Overview on valuation results

Technology Platforms

Share

Valuation

Inventum Genetics GmbH

100.00%

58'200'000

to

71'100'000

palleos healthcare GmbH

50.00%

in M&A process

Veraxa Biotech AG

16.60%

112'400'000

to

137'400'000

Biotech & Therapies

alytas therapeutics GmbH

51.04%

202'200'000

to

247'100'000

Baliopharm AG

0.00%

9'400'000

to

11'500'000

inflamed pharma GmbH

75.00%

84'500'000

to

103'300'000

Ix Therapeutics GmbH

50.00%

2'400'000

to

3'000'000

Lysatpharma GmbH

25.20%

21'400'000

to

26'100'000

panmabs GmbH

70.41%

not been evaluated yet

QUADIRA BIOSCIENCES AG

50.00%

16'200'000

to

19'800'000

xarma life sciences GmbH

46.21%

3'300'000

to

4'100'000

XRNA Biotech GmbH

100.00%

not been evaluated yet

xprot GmbH

100.00%

not been evaluated yet

Medical Technology & Diagnostics

Axenoll Life Sciences AG

13.97%

14'600'000

to

17'900'000

clyxop devices GmbH

70.00%

1'100'000

to

1'300'000

Laxxon Medical Corp.

2.51%

1'200'000

to

1'500'000

novaxomx GmbH

40.00%

not been evaluated yet

Novum Technologie GmbH

66.66%

not been evaluated yet

saniva diagnostics GmbH

19.00%

6'200'000

to

7'600'000

VITRUVIA MEDICAL AG (rounded value)

5.47%

100'000

to

100'000

x-kidney diagnostics GmbH

100.00%

3'200'000

to

3'900'000

x-nuclear diagnostics GmbH

100.00%

13'100'000

to

16'000'000

Xsight Optics GmbH

80.00%

under review

Artificial Intelligence

FUSE-AI GmbH

34.62%

39'200'000

to

48'000'000

4D Lifetec AG

20.00%

23'000'000

to

28'100'000

611'700'000

to

747'800'000

Xlife Sciences AG Valuation Report 2023

Portfoliomix in detail

Portfoliomix by project value

Portfoliomix by segment

Portfoliomix by development phase

Portfoliomix by market risk (WACC)

Portfoliomix by development risk (success rates)

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alytas therapeutics GmbH biggest position - Veraxa Biotech AG as a strong follower

Portfoliomix by project value

Portfoliomix by project value

Comments

• As of December 31st 2023, Xlife Sciences AG holds shares in 25 project companies (incl. 1 license deal)
• Largest single position: 51.04% share in alytas therapeutics GmbH valued at roughly MCHF 224.6 equaling 33% of the total portfolio value
• Top 6 out of 25 positions equaling 84% of total portfolio value

• alytas therapeutics GmbH 33%
• Veraxa Biotech AG 18%
• inflamed pharma GmbH 14%
• Inventum Genetics GmbH 9%
• FUSE-AIGmbH 6%
• 4D Lifetec AG 4%

• Remaining 19 project companies equal 16% of total portfolio value

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