File 024817
Cowen Equity Research Report on Global CBD Market Opportunity (File 024817)
Cowen Research collaborative equity analysis examining the global cannabidiol (CBD) market with projections for $16 billion in U.S. consumer sales by 2025, including detailed sector analysis and company-specific investment recommendations.
Summary
This February 25, 2019 Cowen Research report presents a comprehensive analysis of the CBD market opportunity from 11 analysts across consumer, healthcare, industrials, and regulatory sectors. The analysis projects $16 billion in conservative U.S. CBD retail sales by 2025 based on proprietary consumer survey data showing nearly 7% of Americans using CBD supplements. The report includes detailed examination of cultivation methods, synthetic biology production alternatives, retail distribution strategies, and healthcare payor perspectives, with specific investment recommendations for cannabis companies including Canopy Growth (WEED), Tilray (TLRY), and Turning Point Brands (TPB).
Equity ResearchCannabisClick here to enter text.\FEBRUARY 25, 201911 Cowen analysts across consumer, healthcare, industrials, and regulatory offer acomprehensive view of the global CBDopportunity.Nearly 7% of adults in our proprietary U.S.survey (n = ~2,500) reported using CBD as asupplement, far higher than we expected.We believe U.S. CBD can conservativelygenerate sales of $16 bn by 2025. We offerdetailed analysis at the sub-category level, aswell as company-specific discussions, includingOutperform rated WEED, TLRY, and TPB.Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.Cowen Research646 562 1330cowen.research@cowen.comVivien Azer646 562 1351vivien.azer@cowen.comThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWENCOLLABORATIVE INSIGHTS February 25, 2019This page left blank intentionally.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.2COWEN.COMCOLLABORATIVE INSIGHTSFebruary 25, 2019■ CannabisCOWEN RESEARCHEQUITY RESEARCHCowen Research646 562 1330cowen.research@cowen.comVivien Azer646 562 1351vivien.azer@cowen.comJohn Blackledge646 562 1359john.blackledge@cowen.comAndrew M. Charles, CFA646 562 1332andrew.charles@cowen.comOliver Chen, CFA646 562 1424oliver.chen@cowen.comJohn Kernan, CFA646 562 1324john.kernan@cowen.comPhil Nadeau, Ph.D.646 562 1336phil.nadeau@cowen.comCharles Neivert646 562 1370charles.neivert@cowen.comJeffrey Osborne646 562 1391jeffrey.osborne@cowen.comCharles Rhyee646 562 1376charles.rhyee@cowen.comDoug Schenkel617 946 3918doug.schenkel@cowen.comCOWEN WASHINGTON RESEARCH GROUPMACRO POLICYEric Assaraf202 868 5304eric.assaraf@cowen.comAny portion of this report preparedby a member of Cowen WashingtonResearch Group is intended ascommentary on political, economicor market conditions and is notintended as a research report asdefined by applicable regulation.COLLABORATIVE INSIGHTSCOWEN'S COLLECTIVE VIEW OF CBD - AHEADOF THE CURVE SERIESTHE COWEN INSIGHTIn a collaboration featuring 11 analysts spanning Cowen's consumer, health care, industrialsand regulatory teams, we offer a deep dive on the global cannabis market, with a particularemphasis on the U.S. For consumer goods, we believe the U.S. CBD market could representa $16 bn opportunity by 2025.$16 bn Consumer Opportunity (Azer, Blackledge, Charles, Chen & Kernan)In our monthly proprietary consumer survey (n = ~2,500) we were surprised to see thatnearly 7% of respondents in January 2019 reported using CBD as a supplement. This strongconsumer interest is validated by the growing number of brands and form factors that arenow available through increasingly diverse retail channels, including Amazon, Sephora andNeiman Marcus. That said, consumption of CBD on-premise will likely take longer, givenregulatory uncertainty. And, while our analysis primarily focuses on consumer staplesapplications for CBD, it is interesting to see a growing number of specialty apparel brandsembrace hemp as a sustainable textile.Retail sales of CBD consumer products in 2018 have been estimated between ~$600 mmand $2 bn. By 2025, we believe CBD offerings could conservatively generate $16 bn in retailsales (assuming a ~40% increase in consumer incidence, to 10%, and spend of less than $2 /day). Our bottom-up analysis anticipates a diverse category, that is still led by traditionalhealth & wellness form factors (e.g., $6.4 bn in nutraceuticals, and $4 bn in topicals). And,while likely smaller, we also expect categories like food, beverages, beauty and vapor to allgenerate sales between ~$1-2.5 bn by 2025.Herein, we offer a detailed look at category brand and pricing architecture in the U.S.CBD market today, as well as detailed discussions of 21 public and private operators thatcurrently have exposure to the category, including Outperform rated Canopy Growth, Tilrayand Turning Point Brands, which have all announced plans to enter the U.S. CBD market.The Science of CBD (Nadeau)Cannabis’s therapeutic potential is attributable to the valuable overlap betweenphytocannabinoids (i.e. plant-derived cannabinoids) and the endogenous cannabinoidsystem in humans, termed a “therapeutic handshake.” While THC's activity in the body isfairly well elucidated, CBD’s pharmacokinetics are less well understood (no specific receptorfor CBD has been identified). Clinical trial results to date demonstrate few adverse effectsfrom oral CBD doses of up to 1500 mg/day or up to 30mg IV. The scientific understandingof CBD’s clinical effects is based mostly on studies in specific indications, like epilepsy. GWPharma’s Epidiolex (highly potent, pure formulation of CBD) was approved by the FDA in2018 for the treatment of seizures associated with Lennox-Gastaut syndrome and Dravetsyndrome, and other companies (Tilray, MMJ Phytotech, Insys) have clinical trials underwayin seizure disorders as well.CBD Hemp Cultivation (Neivert)According to the National Conference of State Legislatures, 41 states have set up cultivationand production programs to regulate the production of hemp. There is little research onCBD hemp cultivation methods as hemp cultivation research historically has focused onfiber and grain/seed. This lack of research, combined with a number of variables that affecthemp for CBD yield, makes hemp for CBD cultivation much more art than science at thispoint. That said, no other crop in the U.S. offers the type of return of the CBD PlasticultureModel, and we would thus expect the country's two largest crops, corn and soybeans, tolose some acreage to CBD hemp.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Please see pages 100 to 106 of this report for important disclosures.COWEN.COM3COWENCOLLABORATIVE INSIGHTS February 25, 2019Synthetic Biology Provides Alternative Cannabinoid Production Method; Life Science ToolsWell Positioned To Benefit From QA/QC Testing Opportunity (Schenkel)As an alternative to cultivation-based methods, cannabinoids can be produced using eitherchemical or synthetic biology approaches. Synthetic biology methods, which harnessfermentation to produce cannabinoids, are particularly attractive considering they canpotentially produce a variety of cannabinoids while being highly scalable, efficient, andenvironmentally friendly.While QA/QC testing standards for CBD currently vary greatly by state (if any existat all), we expect Life Science Tools companies to benefit from this nascent marketopportunity as testing regulations are implemented and standardized. Similar to medical/recreational cannabis testing, instruments such as mass spectrometers and liquid/gaschromatographs are utilized to analyze CBD samples. Key vendors for mass spectrometryand chromatography instruments include Agilent, Danaher (SCIEX), PerkinElmer, Shimadzu,Thermo Fisher, and Waters Corporation.CBD From a Retailer and Payor Perspective (Rhyee)Healthcare: Drug Retailer Perspective: CBD products appear to be gaining traction withindependent pharmacies, many of whom are already selling or planning to sell CBD oils.Independent pharmacies likely find the high-margin profile of CBD oils attractive, whichwe suspect is similar to those of more traditional over-the-counter drugs, as well as thedifferentiation it affords independents relative to larger chain pharmacies. For those sellingCBD oils today, the focus is on quality, particularly as it relates to bioavailability. Largepharmacy chains, such as CVS and Walgreens, don’t currently sell CBD oil, but WBA noted itis monitoring the CBD market.Healthcare: Payor Perspective: Generally speaking, managed care does not cover OTCproducts, with the same being true for Medicare and Medicaid. Based on our conversationswith a number of payors, whether CBD oils will be covered as a medical benefit bygovernment sponsored health programs is determined by the Center for Medicare andMedicaid Services (CMS) and state governments. Currently, CBD products are not a coveredbenefit, or an extra benefit, that has been approved by CMS or states, and it isn’t knownat this time whether CMS or states governments are considering reimbursement for CBDproducts. Separately, Payors noted three factors complicating commercial coverage ofCBD oils, including (1) legal issues, as CBD oils derived from THC (cannabis) isn’t legal ifit contains equal to or more than 0.3% THC; (2) lack of regulation by the FDA; and (3) itsavailability as an OTC medication.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.4COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Global Landscape (Azer)While the global regulatory landscape varies, the CBD category outside of the U.S. hasbeen evolving rapidly, with more change likely to come with the WHO's current evaluationof CBD, as well as its recent addition to the EU's Novel Food Catalogue. In Europe, CBDproducts are now widely available in markets like the U.K., Italy and Switzerland, thoughregulations vary with Italy allowing for "cannabis light" products, with allowable THC of asmuch as 0.6%, while in Switzerland CBD products can have as much as 1% THC, and areclassified as a tobacco substitute. In Latin America, hemp has been in production since the1500s is also rapidly expanding their regulatory frameworks around marijuana and hemp.Canadian licensed producers have been actively entering the market in Latin America tocapitalize on this evolving opportunity, including Canopy Growth, Tilray, Aurora and Cronos.Regulatory Outlook (Eric Assaraf - Cowen Washington Research Group)The 2018 Farm Bill declassifies industrial hemp as a Schedule I substance, shifts regulatoryauthority from the DEA to the Department of Agriculture, and provides autonomy forstates to regulate the industry. However, the new law does not change the FDA's oversightauthority over CBD products and FDA Commissioner Scott Gottlieb has made it clear thathis agency will continue to step in when certain health claims are made. Additionally, FDAhas stated that CBD cannot be added to food products sold across state lines or marketedas a dietary supplement, regardless of whether it is hemp-derived. The FDA will explorenew pathways for CBD to be sold legally; however, it seems clear that there will be a periodof regulatory uncertainty over CBD products at the state and federal level.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 5COWENCOLLABORATIVE INSIGHTS February 25, 2019TABLE OF CONTENTSConsumer Products Market Sizing (Azer) ................................................................................................................................................................................. 8The Science Of CBD (Nadeau) .................................................................................................................................................................................................... 10CBD Hemp Cultivation (Neivert)................................................................................................................................................................................................ 11Synthetic Cannabis (Schenkel) .................................................................................................................................................................................................. 17Life Science Tools Participation In The Legal Cannabis Market (Schenkel) .................................................................................................................. 22Consumer Products Opportunities (Azer) .............................................................................................................................................................................. 24Nutraceuticals ............................................................................................................................................................................................................................ 28Topicals ........................................................................................................................................................................................................................................ 35Beverages .................................................................................................................................................................................................................................... 38Bottled Water ............................................................................................................................................................................................................................ 39Energy Drinks ............................................................................................................................................................................................................................. 40Beer ............................................................................................................................................................................................................................................... 41Beauty .......................................................................................................................................................................................................................................... 44Food (Confections) .................................................................................................................................................................................................................... 49Vapor ............................................................................................................................................................................................................................................ 51The CBD Competitive Landscape – Public/Private Company Discussions (Azer) ....................................................................................................... 54Publicly Traded Companies .................................................................................................................................................................................................... 54Canadian LP Commentary on CBD ....................................................................................................................................................................................... 57Benchmarking ............................................................................................................................................................................................................................ 58Private Companies .................................................................................................................................................................................................................... 61Health Care: Drug Retailer Perspective (Rhyee)................................................................................................................................................................... 63Health Care: Payor Perspective (Rhyee)................................................................................................................................................................................. 64Health Care: Provider Perspective (Rhyee)............................................................................................................................................................................ 64eCommerce To Be A Key Consumer Distribution Channel Long Term (Blackledge)................................................................................................... 65Cannabidiol (CBD) Entrance Into Mass Retail May Start In Beauty Before Entering Broadlines (Chen)............................................................... 69Growing Application For Hemp And CBD Within The Apparel & Footwear Market (Kernan) ................................................................................. 70We Would Expect Starbucks To Be First Under Our Active Coverage To Pilot CBD Oil, Though Not In Near Term Plan (Charles) .............. 74Regulatory Considerations For CBD (Assaraf – Washington Research Group) ........................................................................................................... 75Global CBD Landscape (Azer)..................................................................................................................................................................................................... 79European Landscape ................................................................................................................................................................................................................ 80Latin American Landscape ..................................................................................................................................................................................................... 84Additional Applications / Implications (Nadeau & Osborne) ............................................................................................................................................. 87Epilepsy & Psychiatric Conditions (Nadeau) ...................................................................................................................................................................... 87Industrial Hemp And Sustainable Bioproducts (Osborne) ............................................................................................................................................. 94Appendix .......................................................................................................................................................................................................................................... 96This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.6COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019COWEN’S COLLECTIVE VIEW OF CBDIn a collaboration featuring 11 analysts across Cowen’s consumer, health care,industrials and regulatory teams, herein we offer our outlook for the global CBD market,with a particular focus on the U.S. While little science exists supporting medical efficacyof CBD (with the exception of seizures, which GWPharma was able to prove withEpidiolex for Dravet syndrome and Lennox-Gastaut syndrome, as discussed in moredetail herein), the popularity of CBD products seems to be growing exponentially in theU.S. Indeed, our consumer survey work suggest that close to 7% of adults in the U.S.already use CBD as a supplement.With the category gaining increasing interest from consumers we have seen a swell inproduct innovation. And, the opportunity is increasingly drawing the attention of largercompetitors (where for instance, WEED announced that they would consider spendingas much as $500 mm in U.S. hemp / CBD). By 2025, we estimate that the U.S. CBDmarket could approach $16 bn (from $600 mm -$2 bn in 2018).Herein, we offer our views of:1. Consumer Products Market Sizing (Azer)2. The Science of CBD (Nadeau)3. The Hemp / CBD Supply Chain: From Cultivation to Extraction (Neivert & Schenkel)4. Consumer Products Opportunities (Azer)5. The CBD Competitive Landscape - Public and Private Company Discussions (Azer)6. Consumer Discretionary Retail and Brand Opportunities Across:a. Pharmacy (Rhyee)b. E-Commerce (Blackledge)c. Broader Retail (Chen)This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.d. Specialty Brands (Kernan)7. On-Premise Consumption Opportunities (Charles)8. U.S. Regulatory Outlook (Assaraf, Krueger, Seiberg & Weissenstein)9. Global CBD Landscape (Azer)10. Additional Potential Opportunities for Hemp / CBD, Includinga. Pharmaceutical Applications (Nadeau)b. Industrial Applications (Osborne)COWEN.COM 7COWENCOLLABORATIVE INSIGHTS February 25, 2019Consumer Products Market Sizing (Azer)In our proprietary Cowen consumer survey (~2,500, 18+ respondents), we found that inJanuary 2019 close to 7% of respondents indicated that they use CBD as a supplement.While this is only the first month’s reading of the data (which can fluctuate from monthto month), this initial response piqued our interest considerably, as it was much higherthan we would have suspected. Indeed, to put the 6.9% incidence rate in context, thatcompares to JUUL use of 4.2%, and 19.6% of consumers that consider themselves acurrent tobacco user, per our survey.From a user perspective, category engagement not surprisingly skews younger, with useamong 18-24 and 25-34 year olds at over 9%, while it is below 4% for consumers 55+.Figure 1 CBD Use Over-Indexes to Consumers Aged 18-3410.0%8.0%6.0%4.0%2.0%0.0%6.9%Do You Use CBD as a Supplement?9.2% 9.5%7.8%6.4%3.7%Total 18-24 25-34 35-44 45-54 55+Source: Cowen Survey, n=~2500, January 2019While the category remains nascent (with revenue estimates ranging from $600 mm to$2 bn in 2018) it seems clear that the abundance of choice, which we discuss in moredetail herein, has been a key driver of that consumer engagement. In particular, wewere surprised to see that beverages already account for close to 20% of reported formfactor use, given that this segment is among the newer offerings in the market place.Meanwhile, tinctures, which were arguably one of the original delivery systems, has adominant 44% share.Figure 2 Tinctures Are the Most Popular Delivery MechanismThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.CBD Form Factor UseOther, 20.9%Beverages, 19.2%Capsules, 22.1%Tinctures, 43.6%Topicals, 26.2%Source: Cowen Survey, n=~2500, January 2019Note: Users had the option to choose multiple form factors8COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 3 We Believe CBD Can Be a $16 BN Revenue Opportunity in the U.S. by 2025While we are keen to gain more insights into the evolving use of CBD in the comingmonths from our survey work, this initial snapshot offers a framework for sizing theultimate CBD opportunity. With growing consumer awareness, we conservativelybelieve that CBD use can grow to 10% of adults in the U.S., or ~25 mm consumers (usingcurrent population) by 2025. If we assume that the average consumer ultimately spends$640 per year (or less than $2 / day), that would imply a $16 bn market opportunity forCBD. We would note that using the U.S. Census 18+ population projection in 2025, a10% incidence rate would equate to just over $590 in annual spend to achieve $16 bn.Conversely, holding the $640 in spend constant with the U.S. Census forecastedpopulation would result in over $17 bn in revenues by 2025.That said, we view this estimate as somewhat conservative, as we can envision ascenario where a consumer that uses a CBD tincture or capsule, may also be inclined toconvert his or her beauty regimen to include CBD (e.g., CBD infused beauty products),and or use a topical for targeted relief as well. Our $16 bn estimate assumes thefollowing category contributions:This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Note: $ in mm unless otherwise stated.Source: Cowen and CompanyCOWEN.COM 9COWENCOLLABORATIVE INSIGHTS February 25, 2019The Science Of CBD (Nadeau)The Endocannabinoid SystemCannabis’ therapeutic potential is due to this valuable overlap betweenphytocannabinoids (i.e. plant-derived cannabinoids) and the endogenous cannabinoidsystem in humans, termed a “therapeutic handshake.” However, though THC’s activity inthe body has been fairly well elucidated (it acts through G-protein coupled cannabinoidreceptor 1 and cannabinoid receptor 2), CBD’s pharmacokinetics are less wellunderstood (no specific receptor for CBD has been identified).The scientific understanding of CBD’s clinical effects is based mostly on studies inspecific indications, like epilepsy. GW Pharma’s Epidiolex (highly potent, pureformulation of CBD) was approved by the FDA in 2018 for the treatment of seizuresassociated with Lennox-Gastaut syndrome and Dravet syndrome, and other companies(Tilray, MMJ Phytotech, Insys) have clinical trials underway in seizure disorders as well.Additional possible indications for CBD products include autism spectrum disorders,psychiatric conditions, diabetic neuropathy pain, fibromyalgia, chronic pain, and backpain; clinical trials in these indications are underway.Clinical trial results to date demonstrate few adverse effects from oral CBD doses of upto 1500 mg/day or up to 30mg IV. Specifically, CBD studies have not reported effects onblood pressure, heart rate, or respiratory rate, and no negative changes in mood orpsychomotor slowing. Some studies (such as GW’s in Epidiolex) have shown side effectsresulting from high doses of CBD (~2g/day) inhibiting hepatic drug metabolism,prompting increased blood levels of some background medications. Additionally, in vitrostudies have shown CBD to be pro-apoptotic in lymphocytes and to inhibit IL8 and IL10production, suggesting that it may suppress the immune system. However, thoughunknowns remain, the summation of pre-clinical and clinical data suggest that thecompound is safe at typical doses seen in over the counter products (5-10mg).Additionally, other cannabinoids (found in CBD distillate) have been discovered that mayhave differentiated pharmacological effects. For example, cannabidivarin (CBDV) mayhave differentiated anticonvulsant effects, tetrahydrocannabivarin (THCV) may haveanti-diabetic and appetite suppressant effects, cannabidiol-acid (CBDA) may have antinauseaeffects, and bannabigerol (CBG) may have anti-cancer effects. Further researchis needed to elucidate the clinical effects of these compounds.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.10COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019CBD Hemp Cultivation (Neivert)2018 Farm Bill Legalizes Commercial Cultivation of Hemp: The 2018 Farm Bill legalizedindustrial hemp at the federal level removing it from schedule I status under TheControlled Substance Act. The bill defines industrial hemp as a variety of cannabis with aTHC concentration of </=0.3% and allows farmers to grow and sell hemp under stateregulation. According to the National Conference of State Legislatures, 41 states haveset up cultivation and production programs to regulate the production of hemp. (CT, ID,SD, IA, OH, TX, LA, MS and GA do not currently allow hemp cultivation.)Hemp is currently being grown under state Industrial Research Pilot Programs. OnceUSDA rules are released, pilot programs may end in favor of USDA rules and rules ofstate programs approved by the USDA.Prior to the 2018 Farm Bill, the 2014 Farm Bill allowed universities and statedepartments of agriculture to conduct hemp research under Agricultural Pilot Programsin an effort to evaluate industrial hemp as a commercial crop. The bill allowed states tobegin research on best methods for hemp cultivation.Cultivation Practices Of Hemp Dependent On Intended Harvestable ComponentHemp is grown for fiber, grain/seed and floral materials with different varieties of hempplanted for each component. Fibers are used in rope and textiles, grain is used in humanfood (not legal for animal feed), pressed seed oil from grain is used like sunflower seedoil, and oils, including CBD, are removed from floral materials for health supplements.Cultivation practices differ for fiber, grain/seed and CBD in an effort to maximize theyield of the desired harvestable component. U.S. states have conducted pilot programsin recent years to help gain a better understanding of best practices.Limited Research Available On CBD Hemp CultivationThere is little research on CBD hemp cultivation methods as hemp cultivation researchhistorically has focused on fiber and grain/seed. This lack of research, combined with anumber of variables that impact hemp for CBD yield, makes hemp for CBD cultivationmuch more art than science at this point. Cultivation methods have been described as allover the map. That being said, we detail methods from recent academic research studiesand conversations with industry participants below. (The University of Kentucky andUniversity of Vermont have both conducted research in CBD hemp cultivation in recentyears but further research is needed for conclusions regarding proper productiontechniques.)This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Hemp CBD Cultivation Steps:���Obtain a license. Growers must obtain a grower license from their statedepartment of agriculture for the specific type of hemp they want to grow.Find a buyer/processor. Growers then need to find a buyer/processor for theirharvest as crops can only be sold to licensed processors.Source seeds or clones. The grower must acquire seeds or transplants. Clones(rooted cutting of a plant) can be used instead of seeds. The key factor inselecting seeds or clones is understanding which strains produce flowers withhigh CBD concentrations while keeping THC at </=0.3% since CBD and THC arepositively correlated which caps the CBD level. (A crop that exceeds 0.3% THCCOWEN.COM 11COWENCOLLABORATIVE INSIGHTS February 25, 2019�������will be destroyed.) Seeds that are certified (sold by domestic and internationalhemp seed distributors) contain </=0.3% THC or produce hemp with </= 0.3%THC.CBD is more concentrated in female flowers (3%-6%) compared to maleflowers making male seeds unwanted. Unfertilized female flowers have beenfound to produce higher CBD levels than female flowers fertilized by maleplants making male seeds unwanted in a production field. We note that seedmix (male and female) costs are significantly lower than feminized seed costs(incremental work is needed to increase the supply of feminized seeds).Conversations with industry participants indicate that clones (first grown in agreenhouse and then transplanted to the field) are becoming more common asthey provide a cheaper path to all female flowers in the field. Retail clones cancost $4-$7 each and can be produced for $3 each with access to a greenhouse.Test soil for contaminants. We note soil that has been used for corn productionhas been cited as supportive for maximizing hemp yields.Water System Installation. A drip irrigation is most effective way to waterhemp as it allows roots to breathe and conserves the most water.Pesticides: Currently, pesticides are illegal for industrial hemp cultivationwhich makes plastic mulch an important step. So far, disease pests and insectshave not been found to significantly impact yields.Fertilizer. Fertilizer requirements similar to wheat are considered adequatewith nitrogen the most critical.Planting. Adequate soil moisture and temperature (>/=50°F), which influencestiming for planting, is recommended for successful germination. Industrialhemp can be planted in late April in Kentucky and late June in Vermont.Planting depth for seeds should be ~0.50 inches.Female seedlings, started in a greenhouse approximately 6 weeks prior toplanting, or transplanted female clones (planted with root structure), can beplanted into black plastic outdoors to control weeds. 5 ft x 5 ft plant spacinghas been found to be ideal and results in a population of 1,742 plants per acre.Harvest. Average time to harvest a 6 inch clone is 90-120 days, Flower budsfrom outdoor plants are removed by hand or using a debudder machine afterusing a chainsaw or lopper to cut the plant down. Flower bud harvest is laborintensive and can take ~30 hours per acre. Flower buds in a UVM study weredried at 80°F for 18-36 hours until dry enough for storage without molding.Indoor storage requirements creates a production challenge. As with mostcrops, variations in yield can result from variations in genetics (variety), soil,weather, and other growing conditions.Testing. State Departments of Agriculture conduct field and greenhouseinspections for THC levels, which is the only way to separate hemp from illegalcannabis. Crops that test >0.3% THC will be destroyed.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.12COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Wide Range Of Returns On CBDThere is little data on economics for hemp CBD cultivation given wide range of outcomesthat can result on the seed vs clone decision (CBD levels vary for each and will impactcost), as well as the type of production model used. The University of Kentucky (Collegeof Agriculture) recently published six budget models for industrial hemp producers. Fourof the six budgets address CBD hemp, with a separate budget for grain and another forfiber. We highlight the University of Kentucky’s CBD Plasticulture budget model belowsince it is the most profitable and will likely be the most commonly implemented. Wenote all four of the CBD hemp models indicate a positive return above variable costs peracre while hemp grain and hemp fiber do not reach breakeven due to low pricing forboth harvestable components..University Of Kentucky’s Budget Assumptions For CBD Plasticulture:���Dry matter yield per acre: UK estimates 1,200 lbs of dry matter yield producedper acre based on 1,500 plants per acre (recall 5 ft. 5ft. allows for up to 1,742plant per acre) and 0.8 lb of dry matter yield per plant (yield per plant canrange from 0.5 lb-1.5 lbs).Gross return per acre: CBD concentration and price per % are the factors thatdetermine the price of dry matter yield/lb. In the below example, 6% CBD% *$5.00 per % = $30/lb. Gross return per acre is then calculated by multiplyingdry matter yield/lb by dry matter yield/acre (1,200).Variable cost per acre: 72% of variable cost per acre is for clone transplants for1,500 plants at $5.00 each. Other notable costs include planting, plastic toprotect against weeds, drip line for water, harvesting costs, cash rent andapplication/test fees. We note clones currently can range from $3.50-$5.50per plant. Clones have become more common than seeds in Kentucky as theyoffer an easy way to produce female plants. A seed mix may be cheaper butwould include male seeds than can potentially pollinate female seeds andnegatively impact CBD concentration which influences pricing for dry matteryield. Feminized seeds are an option but will likely be the most expensiveoption. We note that the model assumes outdoor production rather thangreenhouse production since a greenhouse is efficient for clone production(then transplanted to the field) but prohibitive for plant production.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 13COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 4 – CBD Plasticulture Model – University of KentuckySource: hemp.ca.uky.edu, Cowen and CompanySensitivity Analysis For CBD Plasticulture Model. As shown below, there is a significantchange in return for every $1 change in price per CBD%. A deterioration of this pricingwith no corresponding change in cost would impact CBD production. Breakeven for themodel above is ~$9/lb for dry matter yield compared to the $30/lb used to calculate themargin over variable cost per acre used. While price % CBD can fluctuate, the secondfactor determining the dry matter yield/lb price is CBD%.Figure 5 – Sensitivity AnalysisQuantity Unit Price TotalCBD% 6% - - -Price per % $5.00 - - -Dry Matter Yield 1,200 lb $30 $36,000Gross Returns Per Acre - - - $36,000Transplants (clone) 1,500 plants $5.00 $7,500Fertilizer-Nitrogen (urea) 100 unit $0.47 $47-Phosphorus (P2O5) 30 unit $0.60 $18-Potassium (P2O) 45 unit $0.38 $17Planting/Setting 1,500 plants $0.20 $300Black Plastic/Drip Line 1 acre $515 $515Harvest Cost 32.4 hrs $12.50 $405Cash rent 1 acre $300 $300Application & License Fee 1 per year $400 $400Lab Test 1 - $300 $300Other - - - $669Total Variable Cost Per Acre - - - $10,471Margin Over Variable Cost Per Acre - - - $25,529Price per % CBD Total Revenue Returns Above Variable Costs$6 $43,200 17,671$5 $36,000 10,471$4 $28,800 3,271$3 $21,600 -3,929$2 $14,400 -11,129$1 $7,200 -18,329This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: hemp.ca.uky.edu, Cowen and CompanyCBD Hemp Clearly An Attractive Option For Growers. No other crop in the U.S. offersthe type of return of the CBD Plasticulture Model. We would expect the two largestcrops in the U.S.: corn and soybeans to lose some acreage to CBD hemp, though givencorn and soybean area planted was 89.1M and 89.2M acres respectively in 2018. (Totalplanted acres in the U.S. is ~320M acres.)14COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 6 – 2017 Production Less Operating Costs Per Acre (Cash Grower Margin/Acre)Source: USDA, Cowen and CompanyFigure 7 – Kentucky Department of Agriculture Industrial Hemp Research Pilot ProgramProduction YearApprovedProcessorsApprovedGrowersApprovedAcresper acre Corn SoybeansGross Value of Production $620 $455Operating CostsSeed $99 $58Fertilizer $116 $25Chemicals $35 $27Other Operating Costs $85 $48Total Operating Costs $335 $158Cash Grower Margin $285 $297Kentucky Hemp Growth Provides An Indication For Near-Term AccelerationFigure 7 shows hemp production in Kentucky under Kentucky Department ofAgriculture (KDA) Industrial Hemp Research Pilot Program. The figure shows theincrease in planted acres in 2018 (Sept) as well as the shift toward CBD as a percentageof total hemp (planted acres for CBD rising to 4,121 acres in 2018 from 864 in 2017). In2018, there were 158 greenhouses in Kentucky representing 764,000 sq. ft., which isincluded in the 2018 acreage below. (Note 1 acre = 43,560 sq. ft.)On January 22, 2019, the Kentucky Department of Agriculture approved 1,035applications to cultivate up to 42,086 acres of industrial hemp in 2019, up from 16,100acres in 2018 and 33 acres in 2014, which was the first growing year. (67 acres ofgreenhouse space was also approved for hemp cultivation.) We note that of the 16,100acres approved in 2018, less than half (6,700) was planted.PlantedAcresHarvestedAcres% of Grainor Seeds % Fiber % CBD% CBD &Grain% Grain &2014 9 20 - 33 - 47% 32% 21% 0% 0%2015 29 99 1,742 922 500 47% 6% 47% 0% 0%2016 45 137 4,600 2,300 2,000 34% 6% 60% 0% 0%2017 49 204 12,800 3,200 2,300 36% 5% 27% 32% 0%2018 (Sept) 72 210 16,100 6,700 TBD 18% 4% 62% 14% 2%2019 N/A N/A 42,086 N/A N/A N/A N/A N/A N/A N/AFiberThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: kyagr.com/hemp, Cowen and CompanyOutlook For GrowthThe expected growth for hemp is supported by the economics offered. However, thereare limitations related to required cultivation methods.Conversations with industry experts estimate planted hemp acres in 2019 could reach200,000, up from 78,176 in 2018. The growth is supported by expansion like Kentucky’sand new states entering the market (only 23 states participated in 2018).COWEN.COM 15COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 8 – U.S. Planted Hemp Acres – 2017 and 2018State 2017 2018Montana 542 22,000Colorado 9,700 21,578Oregon 3,469 7,808Kentucky 3,271 6,700Tennessee 200 3,335North Carolina 965 3,184North Dakota 3,020 2,778New York 2,000 2,240Nevada 417 1,881Wisconsin 0 1,850Vermont 575 1,820Minnesota 1,205 710Pennsylvania 36 580Maine 30 550Oklahoma 0 445South Carolina 0 256West Virginia 14 155Washington 175 142Virginia 87 135Massachusetts 0 21Indiana 5 5Hawaii 1 2Nebraska 1 1Total 25,713 78,176** Includes 232 acres of greenhouse or indoor cultivationSource: votehemp.com, State Departments of Agriculture, Cowen and CompanyChallenges For GrowthThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.We see several issues that we expect will moderate growth of hemp CBD in years tocome. As a commodity, we see economics diminishing as CBD supply rises withincreased acres along with higher costs for seed from increased seed demand. We alsosee a lack of best practices for cultivation, storage restrictions and uncertainty aboutthe consistency of seeds/clones available increasing the probability that yields arecompromised.16COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Synthetic Cannabis (Schenkel)The Broad Spectrum Of CannabinoidsFigure 9 Approved & Potential Medicinal Roles Of Selected PhytocannabinoidsCannabinoidTetrahydrocannabinol(THC)Cannabidiol(CBD)Tetrahydrocannabivarin(THCV)Cannabigerol(CBG)Cannabichromene(CBC)Source: Cowen and CompanyPercent Of TotalCannabinoid ContentCannabinoids fall into three main types: (1) endogenous cannabinoids, which areproduced naturally in the bodies of humans and animals; (2) phytocannabinoids, whichare isolated from plants; and (3) synthetic cannabinoids, which are produced in thelaboratory and may have some structural deviations from the naturally occurringmolecules.Of the three types, phytocannabinoids have garnered a lot of interest because of theirtherapeutic and recreational potential. For example, Marinol and Syndros, which theFDA cleared for the treatment of anorexia associated with weight loss in AIDS patients,include the active ingredient dronabinol, a synthetic delta-9- tetrahydrocannabinol(THC) which is considered the psychoactive component of marijuana. In June 2018, theFDA approved an oral formulation of cannabidiol (CBD), Epidiolex, which GWPharmaceuticals PLC developed for the treatment of seizures associated with two rareand severe forms of epilepsy in children.In addition to THC and CBD, more than 100 other phytocannabinoids have beenidentified from the cannabis plant. This includes lesser-known compounds such astetrahydrocannabivarin (THCV), cannabigerol (CBG), and cannabichromene (CBC).The broad spectrum of phytocannabinoids can bind to a range of different receptors inthe human body and induce a wide variety of pharmacological responses. However, dueto the limited research into these varying effects, a full understanding of the role of eachcannabinoid compound is still poorly understood. With that said, some of the moststudied roles are listed in the table below.Role15-35% � Psychotropic��FDA-approved as appetite stimulant for people with AIDS and antiemetic for peoplereceiving chemotherapyAlleviates neuropathic pain, spasticity, overactive bladder, and other symptoms1-12% � FDA-approved for treating rare seizure disorders��Chronic pain treatment<1% � Potential anxiety relief�Being studied for treatment of anxiety, post-traumatic stress disorder, pain, schizophrenia,Parkinson’s disorder and Huntington’s disorderPotential appetite suppressant<1% � Potential anti-inflammatory�Potential anti-cancer<1% � Potential anti-inflammatory��Potential anti-cancerPotential GI motility modulatorThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 17COWENCOLLABORATIVE INSIGHTS February 25, 2019Need For Alternative Methods To Produce CannabinoidsCannabis plants can exhibit wide variation in the quantity and type of cannabinoids theyproduce. However, cannabinoids are only produced in limited quantities regardless ofthe strain; in total, cannabinoids account for <1% of the dry weight of the cannabisplant.Selective breeding has led to strains of the cannabis plant that produce relatively largeamounts of the intermediary forms of THC and CBD. While THC content variessubstantially among cannabis strains, it generally represents 15-35% of the cannabinoidcontent of the plant, and CBD is typically 1-12%. The relative abundance of thesecompounds have allowed them to be well studied and their diversity of applicationshave created a large commercial market.After THC and CBD, the remaining cannabinoids are found only in trace amounts in theplant. Compounds such as THCV, CBG, and CBC have elicited therapeutic interest, butbecause they are only present in minute amounts they have been difficult to extract andpurify and impossible to produce at commercial scale. This has limited their study up tothis point.Alternative Methods For Producing CannabinoidsTo combat the limited availability of cannabinoids using cultivation-based methods,alternative approaches have been developed that use chemical and biotechnologicalsynthesis to produce cannabinoids.Chemical SynthesisChemical synthesis methods use organic chemistry to produce cannabinoids; however,the process has several drawbacks. Chemical methods have largely failed to be costeffective for commercial scale cannabinoid production because of the complexityrequired to produce the cannabinoid molecules, and extensive purification is needed toobtain a high quality product. Commercial chemical synthesis also generates largeamounts of organic waste, takes several weeks to produce kilogram quantities, and isexpensive. As such, practical methods for the chemical synthesis of many cannabinoidmolecules has not been developed.Biotechnological Synthesis (Synthetic Biology)This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.An emerging alternative to traditional cultivation and chemical synthesis is the use ofbiotechnology-based approaches to produce cannabinoids. These synthetic biologyapproaches produce cannabinoids through modifying the metabolism of geneticallyengineered organisms. This converts the organism into a biological factory, producingthe desired cannabinoid in large quantities.Compared to chemical methods, biosynthesis methods are more cost effective, scalable,and environmentally friendly.Compared to traditional methods, biosynthesis of cannabinoids is potentially moresustainable, more reliable, faster, and less expensive. Biosynthesis does not require asmuch water or energy input, is not subject to weather or other exogenous factors, takes~3-5 days to yield an end product vs. traditional methods taking up to 4 months, and istheoretically less expensive. Additionally, growing cannabis often involves using severalhard-to-remove impurities (e.g., pesticides), that could potentially create significantsafety issues and other undesirable dynamics. Furthermore, purity and regulatory18COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 10 Selected Synthetic Biology Cannabinoid CompaniesCompanyCellibreGinkgo BioworksHyasynth BiologicalsInMed PharmaceuticalsLibredeRenew BiopharmaTeewinot Life SciencesAmyrisSource: Cowen and CompanyNotescontrols can be implemented when producing compounds with a biosynthesis methodsimilar to the processes in place for pharmaceutical regulation.The many perceived advantages of synthetic cannabinoid creation have led to a series ofcompanies entering the market, as described below.Cellibre is a next-generation cellular agriculture company. Employing an organism-agnostic approach, Cellibre turns cellsinto specialized, sustainable factories for the manufacture of globally significant products at scale.Ginkgo is a Boston-based company that designs custom microbes for customers across multiple markets, developing neworganisms that replace technology with biology.Located in Montreal, Hyasynth Biologicals uses the technologies from traditional and modern biology combined withcomputational analysis to develop organisms at the fastest possible speed.InMed Pharmaceuticals is a biopharmaceutical company that specializes in the discovery and development of novel,cannabinoid-based therapeutics for the treatment of diseases with high unmet medical need.Librede has developed a yeast-based cannabinoid production and drug discovery platform to create chemical compoundsthat target the endocannabinoid system. Librede’s modular technology enables large scale production of naturalcannabinoids in a more economic and environmentally sustainable wayRenew Biopharma harnesses the biological pathway to produce natural and novel cannabinoids that cross the bloodbrain barrier and target specific receptors associated with neuroinflammation and chronic pain.Tampa-based Teewinot combines its biosynthetic processes with sophisticated chemical synthesis to produce proprietarycannabinoid analogs and prodrugs at commercial scale.Amyris is an industrial biotechnology company that has used sugarcane fermentation to create hydrocarbon moleculesand produces an array of specialty ingredients and consumer products.Producing Cannabinoids Using Synthetic BiologySynthetic biology methods use fermentation to produce cannabinoids with identicalchemical structures to those found in plants.Biocatalytic Cannabinoid PathwaysThe first step of the synthetic cannabinoid production requires identification andextraction of the desired cannabinoid biosynthetic pathways from a cannabis varietal.The biosynthesis of cannabinoid molecules in a microbe could require four or morecannabinoid metabolic pathways. When the pathways are selected, their correspondingDNA sequences need to be cloned from the cannabis varietal and spliced into themicrobial DNA.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Cannabinoids could be produced biocatalytically using the following mechanism:i. In the first pathway, glucose is converted into G3P and pyruvate via glycolysis.These two compounds are then utilized to produce the precursors geranylpyrophosphate (GPP), and/or neryl pyrophosphate (NPP).ii. Glycolysis of glucose also produces Acetyl CoA, which can catalyze biosynthesisof the second group of precursors: olivetolic acid (OA) and divarinic acid (DVA).COWEN.COM 19COWENCOLLABORATIVE INSIGHTS February 25, 2019iii. Various combinations of the aforementioned precursors then combine in thethird pathway to yield parent cannabinoid molecules (e.g., cannabigerolic acidor CBGA).iv. These parent cannabinoids are then modified in the fourth pathway to producecannabinoids such as tetrahydrocannabinolic acid (THCA) and cannabidiolic acid(CBDA). These acids can be transformed into a non-acid form using synthases,producing the terminal cannabinoid form.Figure 11 Biosynthetic Cannabinoid Production PathwaysSource: Cowen and CompanyCannabinoid Production Using FermentationTo power the aforementioned pathways, water and glucose (or a cannabinoid substrate)are added to the microbe (e.g., yeast) in a bioreactor. Under fermentation, the yeast willconsume the glucose and produce the desired cannabinoid.This culture is incubated for ~3-5 days to produce sufficient cannabinoid intermediaries.Afterwards, the fermentation mixture is separated and combined with a non-toxicsolvent to extract and purify the cannabinoids.Recent Cannabinoid Partnerships In Synthetic BiologyThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.With the recent legalization of cannabis in several countries and U.S. states and growingacceptance of its utility, many recent notable partnerships have been created on thepotential of synthetic cannabinoid production. We highlight two such agreements fromthe past few months below.Amyris / Undisclosed Partner (February 2019; Valued Up to $255MM)In February 2019, Amyris announced that it has signed an agreement for cannabinoiddevelopment, licensing, and commercialization in a partnership valued at up to $255MM(not including royalties for commercial products) with an undisclosed partner. The$255MM in payments include an upfront payment and the remainder is linked tomilestones that are expected over the next 12-36 months. The partner is expected toprovide initial, lab-based and later commercial-scale milestone cash payments intranches for the development and scaling of technology to produce CBD.20COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Cronos Group / Ginkgo Bioworks (September 2018; Valued Up to $122MM)Cronos Group is a vertically integrated Canadian cannabis company that operates twolicensed producers. In addition, the company has developed an assortment of cannabisvarietals and has amassed an extensive database on various cannabinoids and theirproperties. Boston-based Ginkgo Bioworks is a synthetic biology company that hasdeveloped a cutting edge, automated platform for biological engineering andfermentation. Using synthetic DNA to modify yeast and other organisms, the companyendeavors to produce large amounts of various rare strains through this more efficient,lower-cost, novel process. Indeed, as we asserted in the MO/CRON note (link), webelieve that this strategic partnership was integral in informing the entry of the largesttobacco player in the U.S., into the legal global cannabis market.By way of background, in September 2018, Cronos and Ginkgo announced anagreement to produce cultured cannabinoids. Ginkgo is tasked with developing strainsof yeast that can produce eight target cannabinoids. Cronos would then handle largescale production and distribution of those cultured cannabinoids. The total agreement isvalued at $122MM; this includes $22MM to fund R&D, and up to $100MM of CRONcommon shares in tranches in accordance with production milestones. More specifically,the tranches will be issued once each of the target cannabinoids can be produced forless than $1,000/kg of pure cannabinoids at a scale of >200 liters as follows: THC (20%),CBD (15%), THCV (15%), CBC (10%), CBG (10%), CBGV (10%), CBDV (10%), and CBCV(10%). Cronos and Ginkgo expect to reach the milestone for these eight strains withinthree years.Figure 12 Cronos and Ginkgo Partnership to Produce Eight Targeted Cannabinoids at ScaleMilestone Shares IssuedTarget Cannabinoid Shares %THC(A) 2,934,981 20%CBD(A) 2,201,235 15%CBC(A) 1,467,490 10%CBG(A) 1,467,490 10%THCV(A) 2,201,235 15%CBGV(A) 1,467,490 10%CBDV(A) 1,467,490 10%CBCV(A) 1,467,490 10%Total 14,674,903 100%This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Cowen and CompanyCOWEN.COM 21COWENCOLLABORATIVE INSIGHTS February 25, 2019Life Science Tools Participation In The Legal Cannabis Market (Schenkel)Life science tools companies currently participate in the cannabis market primarilythrough providing instruments and equipment that: (1) extract active cannabisingredients from leaves and seeds and (2) analyze cannabis products for potency andcontaminants. According to one of our consultants who runs a cannabis testinglaboratory, separations instrumentation including liquid chromatography (LC) and gaschromatography (GC), and mass spectrometry (primarily single quadrupoles, triplequadrupoles, and inductively coupled plasma mass spectrometers) are the primarytechnologies used in cannabis testing. We note that the cannabis testing opportunity isnot limited to LC, GC, and mass spec technologies – other technologies including geneticanalysis tools (DNA sequencers, microarrays, and PCR) could have a greater role in thecannabis industry in the future.Cannabis Testing DetailsThere are three major categories of tests used to measure and monitor the quality ofrecreational and medicinal cannabis products: potency testing, terpene profiling, andcontaminant testing. Contaminant testing typically includes testing for the following: (1)pesticides; (2) residual solvents; (3) heavy metals; (4) moisture content; (5) mycotoxins;and (6) microorganisms.For the most part, standards and regulations for cannabis potency and contaminantstesting are still in the infancy stage and vary widely by state – accordingly, testing ofcannabis products vary greatly by locality. The aforementioned tests (also in Figure 13)are the most commonly performed tests. These tests are primarily performed usingseparations instruments and mass spectrometry (see pages 22-23 for details on theseinstruments and a list of vendors). Figure 13 lists commonly used instrumentsassociated with a specific cannabis test.Figure 13 Overview Of Cannabis Testing TechnologiesTestPotencyTerpene ProfilePesticidesCommon Analytical Instrument(s)UsedLC (HPLC or UHPLC), GCGC-MS, LC-UV detectorLC-MS (triple quad), GC-MS (single ortriple quad)This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Residual SolventsHeavy MetalsMoisture ContentMycotoxinsMicroorganismsActives ExtractionGC-MSICP-MSMoisture balances, weight lossmethodsLC-MS (triple quad) orimmunoassaysMostly culturing, some PCR, fewMALDI-TOFSupercritical Fluid Extraction (SFE)Source: The Analytical Scientist and Cowen and Company22COWEN.COMMillionsCOWENCOLLABORATIVE INSIGHTS February 25, 2019Background On Separations Technology And MarketFigure 14 Overall Chromatography Market ($MM)$9,400$9,200$9,000$8,800$8,600$8,400$8,200$8,000$7,800$7,6002014 2015 2016 2017 2018ELiquid Chromatography And Gas Chromatography – How Does It Work?LC instrumentation is generally composed of: (1) solvent delivery system, (2) sampleinjector, (3) separation column, (4) detector, and (5) data acquisition unit. The solventdelivery unit pumps the solvent through the LC system while the sample injectorintroduces the sample into the solvent flow (known as the mobile phase). Thechromatography column then separates the sample into its components for analysis bythe detector, which measures the presence and amount of constituents. The dataacquisition unit then records and stores the information from the detector. Theunderlying principles of GC are similar to those of LC, with the key difference being thatthe mobile phase is a gas instead of a liquid.LC Is Often Combined With Mass SpecTo obtain the mass spectrum of a single compound in a mixture, the individualcomponents must be separated prior to MS analysis. Separation is necessary forunambiguous identification because multiple compounds present simultaneously createan overlapping or mixed spectrum. The most common separation techniques used incombination with MS are gas chromatography (GC) and liquid chromatography (LC). LCand MS from different vendors can be combined. LC is more commonly used as hightemperatures required for GC make it incompatible with the compounds under analysis -this is a key reason why some cannabis testing labs prefer testing THC using liquidchromatography (to be clear, analysis using gas chromatography requires heating THCwhich changes its properties).Chromatography Market EstimatesFigure 15 Chromatography Market SharesOther, 36%Shimadzu, 8%Merck KGaA/Sigma Aldrich,10%Agilent, 17%Waters, 16%Thermo Fisher,13%This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Company reports and Cowen and CompanySource: Company reports and Cowen and CompanyFigure 16 Chromatography Market by ConfigurationMarket H/UPLC GC IC LPLC Flash OtherMarket Share 100% 60-65% 22% 6% 6% 1% 4%Growth Rate 3-4% 4% 3% 4% 5% 3% 3%Market Leaders WAT A TMO GE TeledyneA Shimadzu Metrohm BIO BiotageSource: Company reports and Cowen and CompanyCOWEN.COM 235/1/20168/7/201611/13/20162/19/20175/28/20179/3/201712/10/20173/18/20186/24/20189/30/20181/6/20192/16/20144/20/20146/22/20148/24/201410/26/201412/28/20143/1/20155/3/20157/5/20159/6/201511/8/20151/10/20163/13/20165/15/20167/17/20169/18/201611/20/20161/22/20173/26/20175/28/20177/30/201710/1/201712/3/20172/4/20184/8/20186/10/20188/12/201810/14/201812/16/20185/1/20168/7/201611/13/20162/19/20175/28/20179/3/201712/10/20173/18/20186/24/20189/30/20181/6/20195/1/20168/7/201611/13/20162/19/20175/28/20179/3/201712/10/20173/18/20186/24/20189/30/20181/6/2019COWENCOLLABORATIVE INSIGHTS February 25, 2019Consumer Products Opportunities (Azer)In 2018, the CBD market in the U.S. has been estimated to have generated revenuesranging from ~$600 mm to as much as $2 bn. In our 2019 global cannabis outlookreport (here), we had believed the CBD purchases in the U.S. likely skewed to the lowerendof that range. However, with new survey data from Cowen’s proprietary consumersurvey, we can see that among our ~2,500 respondents (18+) in January 2019 nearly 7%reported using CBD as a supplement. Coupled with the diverse form factors reportedlybeing used (including close to 20% for beverages, which was surprising to us), we arenow inclined to size the current market at closer to $2 bn.Indeed, looking at Google search trends, we can see that interest looks to have climbedsteadily in 2016 and 2017, and accelerated meaningfully in 2018, which has continuedinto 2019.Figure 17 CBD Interest Has Been Increasing100806040200Source: Google Trends and Cowen and CompanyU.S. Google Trends: CBDEncouragingly, interest has been rising consistently among different form factors,ranging from supplements like CBD gummies, to topicals and oils. The rising interest andpopularity in this broad range of CBD offerings should support a diverse category andmultiple competitors that cater to a large base of consumers with different needs,requiring various applications.Figure 18 Interest Broad Based from Edibles… Figure 19 …to Topicals… Figure 20 …To OilThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.100806040200U.S. Google Trends: CBDGummies100806040200U.S. Google Trends: CBDCreamU.S. Google Trends: CBD Oil100806040200Source: Google Trends and Cowen and Company Source: Google Trends and Cowen and Company Source: Google Trends and Cowen and Company24COWEN.COMTotal< $50K$50K-$100KTotal18-3435-5455+> $100KTotalCaucasianHispanicAsianAfrican American1/23/20136/23/201311/23/20134/23/20149/23/20142/23/20157/23/201512/23/20155/23/201610/23/20163/23/20178/23/20171/23/20186/23/201811/23/2018COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 21 Over 20K Hemp Oil SKUs Offered by Amazon Today...Source: Amazon and Cowen and CompanyFigure 23 CBD Over-Indexes with Low-Income…8.0%7.0%6.0%5.0%4.0%3.0%2.0%1.0%0.0%# of Hemp Oil Products on AmazonDate # of Products Date # of Products1/23/2013 4,975 11/8/2014 11,5872/1/2013 5,039 2/7/2015 12,3701/10/2014 8,507 3/2/2015 12,4302/10/2014 9,642 3/20/2015 12,7418/10/2014 11,694 7/7/2015 13,96310/12/2014 11,904 1/2/2019 > 20,000% Using CBD As A Supplement6.9%7.4%6.5%5.6%To further reinforce how CBD has been gaining interest over time, we analyzed thehistorical number of hemp oil products offered by Amazon (AMZN, John Blackledge),where we can see a continued increase in the number of products sold. Indeed, six yearsago, Amazon had been offering roughly 5,000 products, which has quadrupled to over20,000 products today.Figure 22 …Which Has Increased 4-Fold Over the Past 6 YearsSource: Amazon and Cowen and CompanyWith reported CBD use skewing toward younger consumers, it is perhaps not surprisingto see that CBD also over-indexes to lower-income consumers (where youngerconsumers generally have lower household incomes). What is more, CBD seems to bethe most popular among Caucasians, following by Hispanic / Latino consumers.Meanwhile, CBD use is slightly more popular among women (7.0% incidence), vs. men(6.7% incidence).Figure 24 ...Young Consumers (Ages 18-34)…10.0%9.0%8.0%7.0%6.0%5.0%4.0%3.0%2.0%1.0%0.0%% Using CBD As A Supplement6.9%9.4%25,00020,00015,00010,0005,0007.2%03.7%# of "Hemp Oil" Products on AmazonFigure 25 …And Caucasians8.0%6.0%4.0%2.0%0.0%% Using CBD As A Supplement6.9% 7.3% 6.8%5.6%4.4%This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Cowen Survey, N=~2500, January 2019 Source: Cowen Survey, N=~2500, January 2019 Source: Cowen Survey, N=~2500, January 2019COWEN.COM 25# of Posts in JanuaryCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 26 Instagram Analysis Reflects Competition From Emerging Brands100Blue Ridge Hemp80Pure Hemp Shop6040200Kush QueenCBDFXCWHempHemp BombsGreen RoadsRecessPapa & BarkleyGiven increasing interest, younger consumer demographic trends, and a lack of paidadvertising within the space, below we offer a snapshot of the Instagram landscape as aproxy for current company social media activity. We would caveat that this is not anexhaustive list, nor does the below chart factor in the impact of influencer marketing,which is a popular trend in order for these companies to drive brand momentum. Thatsaid, we believe the below chart reflects the competitive nature of the category as weare already starting to see momentum from less known, emerging brands.Of the companies analyzed, the below chart reflects the top 17 brands by absoluteInstagram followers, while also providing data on the absolute number of posts over themonth of January, as well as the average number of likes per post.Absolute Followers. As it currently stands, three companies have an Instagramfollowing of over 100K people, with CBDFX leading the pack at 181K. Kush Queen andGT’s Kombucha also look to be well positioned with 168K and 145K followers,respectively.# of Posts. Blue Ridge Hemp was the most active over the month of January with 84posts, followed closely by Hemp Bombs (79 posts) and Pure Hemp Shop (57 posts).Across the competitive set, the average number of posts for the month of January was32.Avg Likes Per Post. In addition to having one of the largest number of absolutefollowers, GT’s Kombucha also led the way in average likes per post (1,863). This wasfollowed by super premium CBD company, Lord Jones, with 1,318 average likes perpost. Not Pot rounded out the top three with 1,257 average likes per post.We would note that while we consider the below analysis useful in terms of analyzingsocial media activity, it should not be used as a proxy for market leadership. Publiclytraded companies such as Charlotte’s Web, CV Sciences and Elixinol have establishedthemselves as market leaders within CBD, based on distribution / market penetration,consumer awareness, and brand equity.Top CBD Companies by Instagram FollowersCredoBeboeSunday ScariesNot PotLord JonesGT'sThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.-20cbdMD NuLeaf Naturals0 250 500 750 1,000 1,250 1,500 1,750 2,000Avg # of Likes In JanuaryCBDFX Kush Queen GT's Credo Lord Jones BeboeCWHemp Blue Ridge Hemp Green Roads NuLeaf Naturals Sunday Scaries cbdMDPapa & Barkley Pure Hemp Shop Hemp Bombs Not Pot RecessSource: Instagram and Cowen and CompanyNote: Bubble size reflects relative number of Instagram followers26COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019From a consumer staples perspective, we see innovation across a host of form factors.To analyze the category’s potential, we focused on six specific consumer productcategories, including:i. Nutraceuticals (tinctures, capsules, sprays, and gummy vitamins)ii. Topicals (for targeted pain relief, like Tiger Balm)iii. Beverages (water, energy drinks and beer)iv. Food (including confections and bars)v. Vaporvi. Beauty (including skin care, serums, lotions, and bath products)While our analysis was far from exhaustive, below we:i. Break down the above product categories by sub-segment to benchmarkpricing, which we define as value, main, premium and super-premium,ii. Forecast run rate revenues by vertical over the next two years,iii. Offer company-specific detail on numerous private and public companies aspart of our research on the CBD opportunity (primarily in the U.S.).Figure 27 Beauty Products Carry the Most Premium Pricing, While Tinctures and Gummies Offer the Best Value Proposition in Terms of Price / MG of CBDTincturesGummiesVapeConfectionsBath BombsCapsulesBarsTopicalsBody Lotion$0.09$0.12$0.14$0.10$0.16$0.19$0.19$0.17$0.20$0.28$0.24$0.23$0.20$0.24$0.30$0.38$0.19$0.31CBD Form Factor Price Per MG$0.47$0.33$0.41$0.30$0.21$0.46$0.52$0.43$0.38$0.24$0.60$0.57$0.54$0.41$0.70$0.71$0.58$0.75This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Body Oil$0.27$0.45$0.62$0.80Beverages$0.29$0.56$0.83$1.10Mask$0.36$0.61$0.85$1.10Balm$0.50$0.95$1.40$1.85Face Cream$0.82$1.43$2.05$2.67Face Serum$0.91$1.60$2.30$3.00$0.00 $0.25 $0.50 $0.75 $1.00 $1.25 $1.50 $1.75 $2.00 $2.25 $2.50 $2.75 $3.00 $3.25Value Main Premium Super PremiumNote: Price boxes represent the high-end of the form factor’s respective price segment.Source: Company Websites and Cowen and CompanyCOWEN.COM 272000200120022003200420052006200720082009201020112012201320142019E2020ECOWENCOLLABORATIVE INSIGHTS February 25, 2019NutraceuticalsFigure 29 Mass Market Makes Up ~17% of Herb Retail SalesGiven robust consumer interest in CBD products, we estimate that over the next twoyears, the nutraceuticals category (which includes tinctures, capsules, gummy vitamins,etc.) can generate revenues of $2.4 bn. Uncertainty around the timing of this revenueramp reflects a lack of clarity on how quickly retailers, in particular mass marketretailers, will begin to stock the products following the passage of the 2018 Farm Bill.Figure 28 We Estimate CBD Nutraceuticals Can Generate ~$2.4 BN in Sales Going Forward$3,000$2,500$2,000$1,500$1,000$500$0Source: Cowen and CompanyU.S. CBD Nutraceutical Sales ($ in mm)$1,100$1,800$2,4002018 2019E 2020EOur $2.4 bn estimate is benchmarked against the herbal supplement market in the U.S.According to the American Botanical Council, herbal supplement retail sales were $6.4bn in 2014, posting the 11 th year of consecutive growth. Between 2004-2014, theherbal supplement category grew its revenues at a ~4.2% CAGR. Extrapolating thatgrowth out to 2019 would imply a total herbal supplement market of ~$8 bn over thenext two years. Our $2.4 bn estimate for the CBD market would imply almost a 30%share of this market by 2020. The importance of retail adoption is reflected in thecategory makeup of the herbal supplement market, where we can see that over 17% ofsales come from mass market retailers.Figure 30 Herb Retail Sales To Exceed ~$8 BN Assuming 4.2% CAGRThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.U.S Herb Retail Sales by Channel (2014)Natural &HealthFoods34%MassMarket17%Source: American Botanical Council and Cowen and CompanyDirect Sales49%U.S. Herb Retail Sales (All Channels, $ in mm)$8,222$8,500$7,894$8,000$7,500$7,000$6,500$6,441$6,000$5,500$5,000$4,500$4,000Source: American Botanical Council and Cowen and Company28COWEN.COMLord JonesMedix CBDDiamond CBDGreen RoadsbaceaebellaPremium JaneCV SciencesMary's MedicinalsMary's NutritionalsPure KanaSunday ScariesHighlinePapa & BarkleyVeggiminsHemp BombsIsodiolElixinolgronCBDEndocaCanna HempCharlotte's WebRelivacbdMDCuraleaf HempGreen MountainLazarusCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 31 Notable Competition Within Tinctures Segment$0.30$0.25$0.20$0.15$0.10$0.05$0.00Tinctures are the market leading form factor within CBD, which is reflected in theabsolute number of companies that play across different price segments. On a price /mg CBD basis, Lord Jones leads the pack on premium pricing, with its tincture priced at$0.24 per mg of CBD. Lazarus falls at the opposite end of the price spectrum at $0.04per mg of CBD. The vast number of price points throughout this segment reflects anabundance of choice for the consumer, providing options for all income cohorts.$0.24 $0.23 $0.22 $0.20$0.17 $0.17 $0.17 $0.16 $0.16 $0.16 $0.16 $0.15 $0.14 $0.13 $0.11 $0.11 $0.11 $0.11 $0.10 $0.09 $0.08 $0.08 $0.08 $0.08 $0.07$0.05 $0.04Super Premium( > $0.19)Source: Company Websites and Cowen and CompanyPremium($0.15-$0.19)CBD Tinctures by Price SegmentNote: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line averageFigure 32 Tinctures Are The Most Popular Form FactorMain($0.09-$0.14)Value( < $0.09)In our consumer survey, of respondents who use CBD, 44% of people use tinctures as aform factor, which looks to be equally popular among both male and females.Interestingly, tincture use looks to be the most prevalent form factor among olderconsumers, as two-thirds of respondents within this cohort indicated use of a tincture.Tinctures look to be the most popular form factor across all income demographics, withover 50% of people using within the $50K-$100K segment.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.70.0%60.0%50.0%40.0%30.0%20.0%10.0%0.0%CBD Tincture Use 66.7%56.4%43.6% 43.4% 43.8%47.2%37.4%38.9%31.5%Total Male Female 18-34 35-54 55+ <$50K $50K-$100K >$100KGender Age IncomeSource: Cowen Survey, N=~2500, January 2019COWEN.COM 29COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 33 Lord Jones Price Point Reflects Premium PositioningSource: Company ReportsFigure 35 Papa & Barkley Currently Offer Tinctures OnlyFigure 34 CV’s Plus CBD Oil Competitively Positioned Within PremiumSource: Company WebsiteFigure 36 Reliva Tinctures Compete On ValueThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Company WebsiteSource: Company Website30COWEN.COMMary's MedicinalsMary's NutritionalsSagely NaturalsHemp BombsCWHempGreen RoadsCV SciencesPremium JanePure KanaLord JonesCanna HempTry The CBDElixinolcbdMDCuraleaf HempLazarusGreen MountainCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 37 Capsules Competitively Priced On Value$0.75$0.60$0.45$0.30$0.15$0.00$0.60S. Prem.( >$0.46)$0.43Prem.($0.34-$0.46)Source: Company Websites and Cowen and CompanyAlong with tinctures, capsules represent one of the more mature form factors withinCBD. Mary’s looks to be squarely positioned as the most premium brand across allcompanies analyzed, in particular for their Elite capsule line, which offers 150 mgs ofCBD and retails for $90. For context, the closest price point to Mary’s comes fromSagely Naturals at $0.17 per mg. Brands look to be very competitively priced in terms ofvalue, with seven of the brands coming in at $0.10 or below.CBD Capsules by Price Segment$0.17 $0.14 $0.12 $0.12 $0.12 $0.12 $0.12 $0.11 $0.10 $0.09 $0.09 $0.07 $0.05 $0.05 $0.05Note: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line averageFigure 38 Capsule CBD Use Over-Indexes To Males And Skews Younger And Lower Income30.0%25.0%22.1%27.7%Value( < $0.19)Utilizing our proprietary consumer survey, CBD capsule use looks to over-index withmales, which shows over a 10 pt delta relative to women. In addition, on a relative basisto other form factors, CBD capsule use is more popular with younger, lower-incomeconsumers, which perhaps explains the notable competition seen within the valuesegment.CBD Capsule Use24.7%22.2%23.2%21.8%This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.20.0%15.0%16.9%14.8%16.7%10.0%5.0%0.0%Total Male Female 18-34 35-54 55+ <$50K $50K-$100K >$100KGender Age IncomeSource: Cowen Survey, N=~2500, January 2019)COWEN.COM 31COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 39 Mary’s Capsules Are Priced At A PremiumSource: Company ReportsFigure 41 Elixinol Offers Differentiated PackagingFigure 40 CWeb is One Of The More Well Known CBD Capsule ProvidersSource: Company WebsiteFigure 42 Lazarus Competes At The Low-End of ValueThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Company ReportsSource: Company Website32COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 43 Almost Half Of The Brands Analyzed Fall Into The Value Segment$0.30$0.25$0.20$0.15$0.10$0.05$0.00$0.24CVSciencesSuperPremium( > $0.20)$0.20 $0.20RelivaSundayScariesFor gummies, we analyzed 30 SKUs across 13 brands. Our analysis shows that CVSciences’ CBD Oil Gummies are the most premium priced at an average $0.24 per mg ofCBD. CV Sciences offers two SKUs with their 30 capsule bottle providing 150 mgs ofCBD for $39.95, while their second SKU offers a slightly better value proposition, with a60 count bottle providing 300 mgs of CBD for $64.95 ($0.22 per mg).Hemp Bombs had the largest number of SKU’s relative to the other brands analyzed (7),while also having the highest absolute price point ($139.99 for a 60 gummy bottle with1,500 mgs of CBD), though the average price per mg of CBD positioned the brand withinthe main segment.Similar to its tincture offering, we would note that Highline falls broadly in the middle ofits peers, as their direct-to-consumer business model allows the company to offercompetitive pricing across its portfolio.Almost half of the brands analyzed fell into the value segment, all priced at $0.10 permg of CBD or lower. Across all 30 SKUs, average retail price was ~$50 per offering, withan average 450 mgs of CBD offered per bottle.$0.18 $0.17GreenRoadsPremium($0.17-$0.20)Source: Company Websites and Cowen and CompanyCBD Gummies by Price SegmentMedixCBD$0.12 $0.12HempBombsMain($0.12-$0.16)Note: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line average$0.10 $0.10 $0.09 $0.08 $0.08 $0.08Highline CTFO cbdMD PremiumJaneValue( < $0.12)Pure Kana DiamondCBDJust CBDThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 33COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 44 CV Sciences Gummies Are Priced At A Premium Figure 45 Green Roads’ 300 MG Gummies Retail For $55Source: Company WebsiteSource: Company WebsiteFigure 46 Highline Is Priced CompetitivelyFigure 47 cbdMD Offers Two 30 Count SKUs (300 mgs and 750 mgs)This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Company WebsiteSource: Company Website34COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019TopicalsFigure 48 U.S. Topical Category Generates ~$13 BN In Revenue$14.0$12.0$10.0$8.0$6.0$4.0$2.0$0.0U.S. Addressable Topical Market ($ in bn)$12.8 $12.8 $12.82018 2019E 2020ESource: Company Reports and Cowen and CompanyOutside of nutraceuticals, we expect the topical CBD market to provide the largestcontribution to industry sales. We believe the non-ingestible nature of the productmakes it more attractive to consumers looking to experiment in CBD and can provide asource of trial into the category. While the CBD market clearly needs more clinicalresearch into the benefits of the cannabinoid, it has been suggested that two of theprimary benefits are anti-inflammation and muscle recovery, which can cater to a largeand diverse consumer base.Over the next two years, we expect the topical CBD market to grow to $1.5 bn (almost$1 bn less than our outlook for nutraceuticals). We estimate that in 2018, the totaladdressable U.S. topical market, which includes both OTC and rx offerings was ~$12.8bn. If we assume no growth in the category base, a $1.5 bn CBD category by 2020would imply a ~12% share of the market, the largest market share among all of thecategories analyzed, excluding nutraceuticals.Figure 49 We Believe CBD Topicals Could Be A $1.5 BN Market in 2 Years$1,600$1,400$1,200$1,000$800$600$400$200$0$500Source: Cowen and CompanyU.S. CBD Topicals ($ in mm)$1,000$1,5002018 2019E 2020EOur below scenario analysis provides a wider incremental range of market shareoutcomes relative to other categories. We can see that every 5 pts of market sharecapture is worth over $600 mm in revenues. While our analysis contemplates a 2% shareof the topical market, we believe that this is unlikely and view the floor at ~7%, whichwould imply almost $900 mm in revenues by 2020. Given the number of companiesproviding topical solutions, coupled with what we expect to be robust consumerdemand, a market share between 12-17% is not unrealistic.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Figure 50 Topicals Expected To Be a Major Contributor to CBD2020 Market Share Scenario AnalysisMarket Share 2% 7% 12% 17% 22%Absolute Sales ($ in mm) $220 $860 $1,500 $2,140 $2,780Source: Cowen and CompanyCOWEN.COM 35Sagely NaturalsCTFOMary's NutritionalsCredoCuraleaf HempKush QueenMazz HannaVertlyRX CannaCareMary's MedicinalsGreen RoadsHemp BombsHighlineLEEF OrganicsMedix CBDSoprisgronCBDCanna Hemp XBee's KneesWildflowerPure KanaCanna HempPremium JaneTry the CBDlovebudcbdMDRelivaGreen MountainLazarusMyadermCOWENCOLLABORATIVE INSIGHTS February 25, 2019Benchmarking across the topical market, we would highlight the absolute number ofbrands offering a product, which while not exhaustive, provides context on thepopularity of the form factor. Similar to most other verticals, Mary’s topicals fall into thesuper-premium segment, which we define as anything above $0.54 per mg of CBD. Of allthe SKUs analyzed, the premium segment looks to be the narrowest, while mainstreamand value segments are the most popular price point among the competitive set.Figure 51 Popularity in Topicals Are Reflected In The Overall Number Of Brands Playing Within The Segment$0.80$0.70$0.60$0.50$0.40$0.30$0.20$0.10$0.00$0.71$0.62$0.61$0.60Super Premium( > $0.54)$0.45 $0.40$0.32$0.32$0.30$0.26$0.25$0.25$0.23$0.23$0.22 $0.19$0.17$0.16$0.15$0.15$0.14$0.12$0.11$0.10$0.10$0.08$0.07$0.05$0.05$0.05Premium($0.38-$0.54)Source: Company Websites and Cowen and CompanyCBD Topicals by Price SegmentMain($0.21-$0.38)Note: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line averageFigure 52 Topical Use Is More Prevalent Among Younger, Lower Income ConsumersValue( < $0.21)According to our proprietary Cowen consumer survey, of respondents who use CBD,26.2% of people use topicals as a form factor, which is the highest level seen aftertinctures. Usage among men and women look to be similar, though younger, lowerincome use looks to be more prevalent when benchmarking to older, higher incomecohorts. Similar to capsules, this could reflect the large number of brands we see playingin the value segment.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.35.0%30.0%25.0%20.0%15.0%10.0%5.0%0.0%CBD Topical Use26.2% 26.5% 25.8%30.1%27.8%29.3%21.8% 22.2%11.1%Total Male Female 18-34 35-54 55+ <$50K $50K-$100K >$100KGender Age IncomeSource: Cowen Survey, N=~2500, January 201936COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 53 Mary’s Provides A Range Of Topicals, Including Muscle Freeze Figure 54 Curaleaf Hemp Lotion Priced On The Premium SideSource: Company ReportSource: Company WebsiteFigure 55 Highline Positioned Within Mainstream Figure 56 Reliva’s Pain Cream Retails For $19.99This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Company WebsiteSource: Company WebsiteCOWEN.COM 37COWENCOLLABORATIVE INSIGHTS February 25, 2019BeveragesOver the next two years, we believe that the beverage category can grow to a $900 mmrevenue opportunity. Our conviction in this category is underscored by our proprietaryconsumer survey, which shows that almost 20% of CBD users consume beverages,which we view as an encouraging sign. For 2019, we are forecasting a notableacceleration in growth, with revenues more than doubling to $600 mm. Assuminggrowth moderates in 2020 (to 50%), we believe revenues will approach the $1 bn mark.Figure 57 Sales for Beverages Can Approach $1 BN Over the Next Two Years$1,000$800$600$400$200$0Source: Cowen and CompanyTotal Beverage CBD Sales ($ in mm)$240$36$48$156$600$90$120$390$135$180$5852018 2019 2020Bottled Water Energy Drinks Beer$900Below we provide a sub-segment build by category, where we believe CBD water willrepresent the lion’s share of sales at 65%. Energy drinks have been focused on healthand wellness and we believe that CBD-infused energy drinks will represent a nichesegment in a category that continues to see more competition. We expect CBD beer tohave a place in the category, though should admittedly be smaller in scale, given lessinterest from a lack of THC.Figure 58 CBD Water Should Have An Outsized Contribution On Category SalesThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.CBD Sales Mix by Sub-CategoryBeer15%Energy Drinks20%Bottled Water65%Source: Cowen and Company38COWEN.COM2016-012016-042016-072016-102017-012017-042017-072017-102018-012018-042018-072018-102019-01COWENCOLLABORATIVE INSIGHTS February 25, 2019Bottled WaterFigure 59 Bottled Water Should Be The Most Popular CBD BeverageSource: Cowen and CompanyFigure 61 A 2% Share Implies Over $500 MM In Revenues$700$600$500$400$300$200$1002020 Market Share Scenario AnalysisMarket Share 0.6% 1.1% 1.6% 2.1% 2.6% 3.1% 3.6%Absolute Sales ($ in mm) $159 $301 $443 $585 $727 $869 $1,011U.S. CBD Water Sales ($ in mm)$156$390Consumer interest in CBD continues to gain momentum. For beverages, in particularwater, this is evidenced by analyzing current Google Trends, where interest roseconsiderably over the course of 2018 and looks to still be achieving new highs, which isnot surprising, given the recent passage of the U.S. Farm Bill.Figure 60 Increasing Interest Reflected In Google Search Trends100806040200U.S. Google Trends (CBD Water)Source: Google Trends and Cowen and CompanyOver the next 2 years we believe that the U.S. CBD water category can generate close to$600 mm in revenues. In Nielsen, U.S. bottled water generated just over $13 bn in 2018.Assuming Nielsen channels account for 50% coverage of the category implies totalrevenues of over $26 bn. Applying the 4.2% CAGR the category has grown over the last3 years and extrapolating out results in total revenue surpassing $28 bn by 2020. Ourestimates are premised on CBD water achieving a ~1.5% market share in 2019 and aconservative ~2% market share of the U.S. bottled water category in 2020. We wouldnote that a ~2% share of the bottled water category compares to a ~3% share forcoconut water. With the amount of consumer interest and potential functional benefitsthat come along with CBD, we believe that a modest 2% share of the category isreasonable, in particular if multiple larger players within the beverage space enter thecategory and drive distribution. Above, we provide a scenario analysis on the revenueopportunity assuming different market share levels.$585Figure 62 Bottled Water Category Growth Remains Healthy$30$25$20$15$10$5U.S. Bottled Water Sales ($ in bn)$23$24 $25$26 $27$28This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.$0Source: Cowen and Company2018 2019E 2020E$02015 2016 2017 2018 2019E 2020ESource: The Nielsen Company and Cowen and CompanyNote: Assumes 50% coverage in NielsenCOWEN.COM 39COWENCOLLABORATIVE INSIGHTS February 25, 2019Energy DrinksFigure 63 Almost $200 MM In Revenues Assuming 1% Share By 2020$200$150$100$50$0$48Source: Cowen and CompanyU.S. CBD Energy Drink Sales ($ in mm)$120Energy is another beverage category that we feel is ripe for CBD inclusion, as itcontinues to expand towards health and wellness propositions. This has been reflected inconsistent strong growth from MNST’s Ultra line, which offers functional benefitswithout the sugar, Muscle Monster, which is high in protein, as well as the emergence ofBang, which contains BCAA. At their recent Analyst Day, MNST indicated that they willbe launching a new product called Reign, which will offer 5x the amount of BCAA asBang. As the lines between core energy drinks and health and wellness offeringscontinue to blur, we would expect all of the major players to come to market withofferings that contain CBD and provide incremental functional benefits (such as musclerecovery).We believe that by 2020 it is reasonable for CBD’s share of the energy category to reach~1%, which we view as conservative as it is below the current market share run rate thatBang has already been able to achieve. A 1% share would imply revenues of ~$180 mmfor the CBD segment, assuming that the category continues to grow at the same 4.3%CAGR it has delivered over the past three years. We can see below that implied categoryrevenues for total energy would grow by over $1 bn over the next two years to ~$17 bn.$1802018 2019E 2020EFigure 64 Extrapolating 4.3% CAGR Results In Category RevenuesSurpassing $17 BN In 2 Years$18$16$14$12$10$8$6$4$2$0$14U.S. Energy Drink Sales ($ in bn)$14 $15$16 $16$172015 2016 2017 2018 2019E 2020ESource: The Nielsen Company and Cowen and CompanyNote: Assumes 75% coverage in NielsenThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Below we provide a scenario analysis on CBD energy revenues associated with marketshare gains. We would note that a 0.3% share by 2020 would be at the low-end of ourexpectations and result in revenues of ~$50 mm. As a point of reference, recall thatMutant, which did not perform to expectations and has essentially been de-prioritized byMNST, has a current market share of ~0.2%.Figure 65 Blurred Lines Between Core Energy And H&W Make CBD Ripe For Entry Into Category2020 Market Share Scenario AnalysisMarket Share 0.3% 0.6% 0.8% 1.1% 1.3% 1.6% 1.8%Absolute Sales ($ in mm) $52 $95 $137 $180 $223 $265 $308Source: Cowen and Company40COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019BeerFigure 66 Hard Seltzer Achieved A 1% Dollar Share In 20181.2%1.0%0.8%0.6%0.4%0.2%0.0%U.S. Hard Seltzer $ Share0.1%0.3%We believe CBD infused beer can serve as a niche segment in a rapidly evolving beercategory. With core beer under pressure, a continued theme from the key manufacturerswithin the space has been a focus on innovation, as well as a move away from alcoholinto low and no-alcohol offerings (ABI is targeting 20% of portfolio to be low / no alcoholby 2025).On the innovation front, hard seltzer looks to be resonating with consumers, which webelieve is sticky, as it offers consumers a new product and opportunity to driveincremental drinking occasions, while checking the box from a health and wellnessstandpoint. In 2018, the hard seltzer category achieved a 1% market share of thecombined beer category, which includes, core beer, cider and FMBs. If we assume thatCBD-infused beer is able to capture a modest fifth of that amount of share by 2020 (~20bps), that could result in a revenue opportunity of over $130 mm. We have been hearinggrowing interest in companies looking to combine CBD in alcoholic beer to offer potentialhangover relief.1.0%2016 2017 2018Source: The Nielsen Company and Cowen and CompanyFigure 67 Assuming ~20 Bps Of Share For CBD Beer = $135 MM$150$100$50$0U.S. CBD Beer Sales ($ in mm)$36$90$1352018 2019E 2020ESource: Cowen and CompanyThese estimates are benchmarked to a category that has grown sales at a 1.6% CAGRover the past three years. If we assume Nielsen provides 50% coverage of the totalcategory and extrapolate that growth out, total off-premise revenues should approach$72 bn by 2020. We provide a sensitivity analysis below on the 2020 revenueopportunity based on different levels of market share capture. We estimate every 5 bpsof share is worth $36 mm.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Figure 68 1.6% Growth Should Result In Category Revs Of ~$72 BNFigure 69 Each 5 bps Of Share Is Worth $36 MM In Revenue$74$72$70$68U.S. Combined Beer Sales ($ in bn)$71$70$69$68$67$722020 Market Share Scenario AnalysisMarket Share 0.09% 0.14% 0.19% 0.24% 0.29%$66Absolute Sales ($ in mm) $63 $99 $135 $171 $207$64$622015 2016 2017 2018 2019E 2020ESource: The Nielsen Company and Cowen and CompanyNote: Assumes 50% coverage in Nielsen; off-premise sales onlySource: Cowen and CompanyCOWEN.COM 41CBD LivingCannakiRoot OriginsIsodiolQuantumAurora ElixersVybesEndo BrandsRecessMountjoyDiamond CBDKickbackCBDFXWillie'sCannabinoidCreationsEVERx NutritionSprigHemp BombsGT'sRelivaRocky MountainHighCOWENCOLLABORATIVE INSIGHTS February 25, 2019There are a solid amount of beverage companies currently playing within the space,largely price positioned within the mainstream and value segments of the market. Wewould highlight that on a price per mg basis, beverages skew higher across the board,relative to tinctures, capsules and gummies.Figure 70 Beverage Price Points Are Premium Relative To Tinctures, Capsules, Gummies, And Topicals$1.25$1.00$0.75$0.50$0.25$0.00$1.10 $1.00 $1.00 $0.80 $0.63 $0.53 $0.53 $0.50 $0.50 $0.46 $0.42 $0.40 $0.35 $0.34 $0.26 $0.25 $0.21 $0.20 $0.16 $0.12Super Premium( > $0.83)Premium($0.57-$0.83)Source: Company Websites and Cowen and CompanyCBD Beverages by Price SegmentMain($0.29-$0.56)Note: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line averageFigure 71 Popularity Among Younger Consumers Can Result In A Waterfall Effect Over Time35.0%30.0%25.0%20.0%15.0%10.0%5.0%0.0%19.2%20.5%18.0%Value( < $0.29)Based on our survey, of respondents that use CBD, 19.2% use beverages as a formfactor, which is admittedly higher than we would’ve expected given the nascent stage ofthe category. Similar to both capsules and topicals, beverage use is a more popularchoice among younger, lower income consumers (by a wider margin relative to otherage cohorts compared to the other categories). This leaves us optimistic on the futureprospects of the category as a waterfall effect can result in an increase in category mix.CBD Beverage Use28.8%15.3%Total Male Female 18-34 35-54 55+ <$50K $50K-$100K >$100K3.7%22.2%16.4%11.1%$0.01This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Gender Age IncomeSource: Cowen Survey, n=~2500, January 201942COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 72 Recess Offers Impressive PackagingSource: Company ReportsFigure 74 Shots May Overlap with Energy Over TimeFigure 73 Sprig Offers A Variety Of Flavor OptionsSource: Company WebsiteFigure 75 Willie’s Recently Came to Market with a CoffeeThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Company WebsiteSource: Company WebsiteCOWEN.COM 43COWENCOLLABORATIVE INSIGHTS February 25, 2019BeautyThe U.S. beauty category, which is inclusive of skin care, cosmetics, haircare, fragrance,bath & body, salon styling tools, and other toiletries, is a ~$87 bn industry according toEuromonitor International and IBIS World Inc. Within mass beauty, the prestige segmentgrew 6%, accounting for almost $19 bn in revenue in 2018 according to NPD. If weextrapolate the 6% growth in prestige beauty out through 2020, that would result insegment revenues surpassing $21 bn over the next two years.Figure 76 Total U.S. Beauty Is A ~$87 BN Industry Figure 77 Prestige Can Grow To Over $21 BN By 2020$100$80$60$40$20$0Total U.S. Beauty Industry Sales ($ in bn)$59$65$71$74$81$872013 2014 2015 2016 2017 2018Source: Company Reports and Cowen and CompanyFigure 78 CBD Beauty Sales Can Surpass $400 MM By 2020$500$400U.S. CBD Beauty Sales ($ in mm)$420$22.0$21.0$20.0$19.0$18.0$17.0$16.0U.S. Prestige Beauty Industry Sales ($ in bn)$17.7$18.8$19.9$21.12017 2018 2019E 2020ESource: NPD and Cowen and CompanyWe expect that CBD beauty will become more of a focus for consumers, as large-scalemanufacturers and retailers begin to roll out more products, which will presumablygenerate positive mix and result in a step-change in market share capture. As such, webelieve that a ~1% share of the prestige market is achievable in 2019, doubling to 2% in2020, which would equate to over $400 mm in sales. The below analysis provides ascenario of revenue outcomes based on share capture, ranging from ~$200 mm to over$600 mm.Figure 79 Each 50 bps Of Share Is Worth Over $100 MM In Revenue2020 Market Share Scenario AnalysisThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.$300$240Market Share 1.0% 1.5% 2.0% 2.5% 3.0%$200$100$0$602018 2019E 2020EAbsolute Sales ($ in mm) $209 $314 $420 $526 $631Source: Cowen and CompanySource: Cowen and Company44COWEN.COMCannabliss OrganicCTFOMary's NutritionalsPureblis NaturalsCrave of 40 WinksCode of HarmonySkin DopeJoy OrganicsIldi PekarbellaDragonfly BotanicalsSaint JaneHoraVeggiminsCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 80 Beauty Facial Products Command Meaningfully Higher Price Points$3.00$2.50$2.00$1.50$1.00$0.50$0.00$2.67CannablissOrganic$2.55CTFOSuper Premium( > $2.05)Source: Company Websites and Cowen and Company$1.70imbuebotanicalsBeauty products, and face treatments in particular, command price points notablyabove other form factors across the space, which will presumably offer by far thehighest gross margins. Among high-end face creams, Cannabliss Organic and CTFOprovide 30 mgs and 20 mgs of CBD respectively, while commanding price points rangingfrom $50-$80.$1.50RXCannaCarePremium($1.44-$2.05)CBD Face Cream by Price Segment$1.13Mary'sNutritionalsMain($0.82-$1.43)Note: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line averageFigure 81 Face Serums Are The Most Expensive On A Price/MG Basis$3.75$3.00$2.25$1.50$0.75$0.00$3.00 $2.80$0.71$0.36 $0.25 $0.25 $0.20Sopris bella DragonflyBotanicalsValue( < $0.82)MyadermAmericanShamanFace serums look to be even more expensive across all segments, with price points frommainstream through super-premium ranging from over $1 to $3 per mg of CBD.CBD Face Serum by Price Segment$1.90 $1.67 $1.33 $1.13 $0.78 $0.67 $0.59 $0.36 $0.34 $0.25 $0.22 $0.21This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Super Premium( > $2.30)Premium($1.61-$2.30)Main($0.91-$1.60)Value( < $0.91)Source: Company Websites and Cowen and CompanyNote: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line averageCOWEN.COM 45Mary's NutritionalsLord JonesBlue Ridge HempbellaVertlyCannukaCanna Hempimbue botanicalsSoprisRX CannaCarecbdMDCWHempCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 82 Body Lotions More Moderately Priced Relative To Facial Beauty Products$0.90$0.75$0.60$0.45$0.30$0.15$0.00$0.75$0.60Super Premium( > $0.58)$0.40 $0.38Source: Company Websites and Cowen and CompanyBody lotions offer more value per mg of CBD, relative to facial beauty products, withMary’s and Lord Jones positioned at the high-end of the competitive set. To segmentfrom the broad topicals market, we would note that we classified beauty creams asproducts offering soothing and moisturizing characteristics (as opposed to targeted painrelief).CBD Body Lotion by Price SegmentMain($0.24-$0.41)Note: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line averageFigure 83 Bath Bombs Are A Niche Segment$0.60$0.50$0.40$0.30$0.20$0.10$0.00$0.52$0.48$0.32 $0.28 $0.23 $0.18 $0.14 $0.14Value( < $0.24)$0.08 $0.07Bath products are not surprisingly the most reasonably priced within beauty. We wouldnote that cosmetics are still a niche category within CBD, which is reflected in the lowernumber of products and SKUs currently offered. That said, we believe the multiple subcategoriesoffering CBD products will appeal to a broad range of consumerdemographics.CBD Bath Bombs by Price Segment$0.26 $0.25 $0.24$0.11 $0.10Kush Queen bella Pure Kana Blue Ridge Hemp Mary's Nutritionals lovebud cbdMDThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Super Premium( > $0.41)Main($0.20-$0.31)Value( < $0.20)Source: Company Websites and Cowen and CompanyNote: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line average46COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 84 Mary’s Offers Multiple Beauty ProductsSource: Company ReportsFigure 85 Through its Recently Announced JV With Dixie Brands, Khiron Will Eventually Roll Out Its Kuida Line In The U.S.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Company WebsiteCOWEN.COM 47COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 86 Lord Jones Packaging Reflects Premium Nature Of The BrandSource: Company ReportsFigure 88 CWEB Offers Creams…Figure 87 In Addition To A Lotion, They Also Offer A Body OilSource: Company ReportsFigure 89 …And BalmsThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Company WebsiteSource: Company Website48COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Food (Confections)Figure 90 Confectionary CBD Sales Can Surpass 400 MM By 2020$450$400$350$300$250$200$150$100$50$0$60Source: Cowen and CompanyU.S. CBD Confectionary Sales ($ in mm)$200The food category, which we classify as confections, including gum drops, chocolates,baked goods, and bars, is expected to be one of the smaller revenue opportunitiesrelative to nutraceuticals, topicals and beverages. That said by 2020, we believe thesales can surpass $400 mm, should the category increase its share of overall CBD to 7%by 2020. In the U.S., we estimate that the confection category (chocolate, non-chocolateand gum) grew to $25.5 bn in 2018, reflecting a 5.5% YoY growth rate. If weextrapolate that growth out over the next 2 years, the total implied confection marketwould surpass $28 bn. A $420 mm CBD food category would reflect just a 1.5% share ofthe total confectionary industry.$4202018 2019E 2020EFigure 91 Extrapolating 5.5% Growth Results In Category RevenuesSurpassing $28 BN In 2 Years$29.0$28.0$27.0$26.0$25.0$24.0$23.0$22.0$24.1Source: IRI and Cowen and CompanyU.S. Confectionary Sales ($ in bn)$25.5$26.9$28.32017 2018 2019E 2020ENote: 2018 sales reflect latest 52 weeks ended 3/25/18The below sensitivity contemplates the overall revenue opportunity based on CBDconfections share of the overall category. While we believe a 1.5% share is reasonableand achievable, the revenue outcomes range from ~$100 mm to $700 mm based on thelevel of market share gains achieved over the next two years.Figure 92 We Believe Sales Can Range From Over $100 MM To ~$700 MM Based On Level Of ShareCaptureThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.2020 Market Share Scenario AnalysisMarket Share 0.5% 1.0% 1.5% 2.0% 2.5%Absolute Sales ($ in mm) $137 $278 $420 $562 $703Source: Cowen and CompanyCOWEN.COM 49COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 93 Confections Are Broad BasedSource: Company Websites/Reports and Cowen and CompanyNote: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line averageFigure 94 CBD Bars Broadly Comprised Of Protein, Power, Energy And Granola OfferingsConfection products are diverse, which we classify as essentially any edible food fallingoutside of gummy vitamins. Of the brands analyzed, super-premium brand, beceaeoffered by far the most SKUs (15), which largely consist of chocolates and other bakedgoods. We would caveat that although Lord Jones products fall into the premiumsegment as part of this analysis, if we were to benchmark them against the broadgummies category, they would’ve been at the top of the super-premium range.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.$0.80$0.60$0.40$0.20$0.70$0.60$0.53$0.48$0.40CBD Bars by Price Segment$0.34 $0.32 $0.32$0.25 $0.25$0.20 $0.19 $0.16$0.00VeggiminsGreenMonkeySnaacCBDbaceae Casa Luna Wise Bar Wayward Everhemp VeloBarCBDShrediblesPure VidaMaryGains BarBettyKhronicSuper Premium( > $0.57)Premium($0.44-$0.57)Main($0.30-$0.43)Value( < $0.30)Source: Company Websites and Cowen and CompanyNote: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line average50COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019VaporWhile vapor remains the major market share gainer across adult use cannabis, CBD onlyofferings are much smaller, but represent a solid growth segment. Over the next twoyears, we believe the category can generate over $350 mm in revenues, with upside ifconsumer adoption of this particular form factor resembles the adult use market forTHC, or the growing popularity of nicotine vapor. We benchmark the marketopportunity against the U.S. e-cigarette category, which we are forecasting to grow~32% in 2019 and ~27% in 2020, resulting in revenues surpassing $11 bn in 2020. Inaddition to e-commerce, we believe there will be distribution channel overlap with e-cigs, with a focus on vape shops and convenience stores (as opposed to justdispensaries). If vapor generates $360 mm in revenues in 2020, that would result in animplied market share of 3.2%, roughly 10% of JUUL’s current U.S. market share.Figure 95 Vapor Will Be Smaller, But Can Grow To Almost $400 MM Figure 96 Our E-Cig Model Assumes Revenues Of ~$11 BN By 2020$400$350$300$250$200$150$100$50$0$40Source: Cowen and CompanyU.S. CBD Vape Sales ($ in mm)$160$3602018 2019E 2020E$12.0$10.0$8.0$6.0$4.0$2.0$0.0$3.6Source: Cowen and CompanyU.S. E-Cigarette Sales ($ in bn)$6.6$8.7$11.12017 2018 2019E 2020EThe below scenario analysis shows that every 50 bps of market share capture is worth~$56 mm in revenues. While we are forecasting CBD vape to be ~3% of the market, webelieve there is upside to these numbers and that strong consumer adoption can resultin revenues surpassing $500 mm.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Figure 97 $360 MM In Revenue Implies A ~3% Share Of The Category2020 Market Share Scenario AnalysisMarket Share 1.7% 2.2% 2.7% 3.2% 3.7% 4.2% 4.7%Absolute Sales ($ in mm) $193 $249 $304 $360 $416 $471 $527Source: Cowen and CompanyCOWEN.COM 51COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 98 Competition Expected to Heat Up Across VaporThe below figure reflects the notable competition seen within vape as more companiescontinue to enter the space. In addition to CBD only-focused companies, we are startingto see crossover from adult-use / medical focused companies including Green ThumbIndustries and Curaleaf Hemp. Indeed, GTI recently announced the acquisition of Beboe,which will offer a CBD vape pen with a focus on gaining distribution in high-end retailstores. Curaleaf will offer their pen through its e-commerce platform and dispensaries.Notably, crossover does not pertain solely to cannabis companies, as Turning PointBrands recently announced a minority stake in CASH, a privately held CBD extractionand production company. With a rapidly growing vapor infrastructure in place already(from Vapor Beast, Vapor Shark and Vapor Supply), TPB has a number of avenues anddistribution points, both B2B and B2C, to introduce CBD vapor products to complementits portfolio. As such, we look for new CBD product introductions from TPB over thenext year, with vapor as a logical entry point and key focus area.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Company Websites and Cowen and CompanyNote: Reflects price per mg of CBD; For companies with multiple SKUs, we used a straight line average52COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 99 Condensed Pricing Heat Matrix By Company And CategoryThe below chart provides a condensed visual snapshot on company pricing in thepreceding category discussions. We would highlight the broad number of categoriesthat multiple emerging private companies are actively competing in, which is expectedto increase as the category continues to gain momentum.Below we provide company descriptions on some of the more notable public and privatecompanies currently competing within the space.Tinctures Capsules Gummies Confections Balm Bath Bombs Topicals Vape Beveragesbaceae $0.17 $0.47Beboe $0.15Canna Hemp $0.08 $0.10 $0.33 $0.12 $0.25Casa LunacbdMD $0.08 $0.07 $0.10 $0.10 $0.08 $0.09Charlotte's Web $0.08CV Sciences $0.16 $0.12 $0.24 $0.62Diamond CBD $0.22 $0.08 $0.20 $0.42Elixinol $0.11 $0.09 $0.24Green Roads $0.20 $0.12 $0.18 $0.25Hemp Bombs $0.11 $0.14 $0.12 $0.17 $0.25 $0.17 $0.20Highline $0.23Lazarus $0.04 $0.05 $0.05 $0.05Lord Jones $0.24 $0.11 $0.29Mary's Medicinals $0.16 $0.60 $0.50 $0.24 $0.26Mr. Moxey's $0.13Papa & Barkley $0.13Premium Jane $0.17 $0.12 $0.09 $0.11Pure Kana $0.16 $0.12 $0.08 $0.26 $0.14 $0.30Recess $0.50Reliva $0.08 $0.20 $0.07 $0.12Sprig $0.21Sunday Scaries $0.15 $0.20Veggimins $0.11Willie's $0.34Note: Blue highlight denotes higher price point, gray denotes lower price point. Balms and Bath Bombs for Mary’s Medicinals represent Mary’s Nutritionals.Source: Company Websites and Cowen and CompanyCBD Price/MG Summary MatrixThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 53COWENCOLLABORATIVE INSIGHTS February 25, 2019The CBD Competitive Landscape – Public/Private Company Discussions(Azer)Publicly Traded Companies1933 Industries. Publicly-traded 1933 Industries (CSE: TGIF; OTCQX: TGIFF) is avertically integrated cannabis company with operations in both the U.S and Canada.1933 operates through three subsidiary companies which includes Alternative MedicineAssociation (AMA), Infused MFG and Spire Global Strategy. AMA (91% ownership), is alicensed medical and adult use cannabis cultivation facility. Infused MFG (91%ownership) produces hemp-based CBD products and Spire Global Strategy (100%Ownership) is an advisory firm offering due diligence, security and intelligence services.The company was an early competitor having launched its first CBD brand in June 2017.The two main brands are Canna Hemp and Canna Fuze, which are distributed across 600retail locations across the U.S. (largely focused on dispensaries), with 15% of salescoming from e-commerce. In 2018, 1933 delivered ~$12.6 mm in overall revenues, witha gross margin of 49%. Infused MFG specifically contributed 34% to revenues (~$4.3mm), while achieving a gross margin of 71%.Canopy Growth (Outperform, C$82 PT). Canopy Growth is a leader in global cannabis,with exposure to over a dozen countries spanning five continents. As the market shareleader in the nascent adult use market in Canada, WEED generated sales of $83 mm inits most recent quarter. In addition, WEED was the first Canadian licensed producer topartner with a major consumer packaged goods company. In October 2017, theyannounced the initial relationship with Constellation Brands, which was meaningfullyexpanded with a $4 bn investment announced in August 2018. The company hasannounced its intention to invest $100-$150 mm in New York State (where STZ isheadquartered), to construct a hemp industrial park focused on extraction and productmanufacturing. More recently, management has noted a willingness to invest as muchas $500 mm against U.S. CBD with the expectation that this infrastructure couldultimately be converted to capitalize on a U.S. adult use opportunity, when itmaterializes.Charlotte’s Web. Founded in 2013 and based in Boulder Colorado, Charlotte’s Web is apublicly-traded, market leader within hemp-derived CBD (CSE: CWEB; OTCQX: CWBHF).The company has a vertically integrated business model, consisting of cultivation,manufacturing and distribution. Charlotte’s Web products are sold in 3,680 retaillocations, with an expanding channel footprint that includes national grocery, drug,mass market, pet, and natural / specialty retailers. Despite being well distributed, 55%of 9M18 revenue has been derived from the company’s direct to consumer e-commercemodel. Going forward, Charlotte’s Web will continue to drive innovation and will look toimprove their liquid delivery system to enhance efficacy, convenience and frequency ofuse. What is more, they will offer botanical blends to target consumer need states (sleepand cognitive function), upgrade bioavailability technology and focus on additionalisolated cannabinoid products. To drive sustained growth, the company will look to buildbrand awareness through media events and social platforms, among others andintroduce new, differentiated botanical products in the form of tinctures, capsules,powders, sports performance, topicals, cosmetics, beverages and pet products.Charlotte’s Web will selectively pursue M&A to complement their current strengths andwill also look to expand internationally, with a near term focus on the EU, South Americaand Asia. Through FY 9M18, Charlotte’s Web has delivered revenues of $48 mm (+75%),with a gross margin of 77%.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.54COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Curaleaf Hemp. Curaleaf (CSE: CURA; OTC: CURLF) is a vertically integrated U.S. multistateoperator (MSO), based in Massachusetts that focuses on selling Curaleaf brandedproducts in its company-owned dispensaries. In September, the company launched aseparate CBD focused line called Curaleaf Hemp, which is currently sold in 47 states.Form factors currently offered include tinctures, capsules, topicals, patches, vape pens,and pet treats. With both ingestible and topical CBD products currently offered in selectWegman’s stores, Curaleaf Hemp is focused on expanding into more channels andbecoming a national CBD brand by the end of the year. Curaleaf Hemp products are midtierpriced, coming in above value offerings, but below what would be considered superpremium.This allows them to competitively target pharmacy chains and grocery stores.Curaleaf believes women represent an outsized opportunity within CBD and will focustheir efforts on positioning their products towards that specific cohort. This makes goodsense to us as our proprietary survey indicated that women slightly over-index to CBDrelative to men. Through FY9M18, Curaleaf has generated ~$45 mm in revenues(including adult use and medical) reflecting a 247% YoY growth rate, while delivering agross margin of 57%.CV Sciences. Headquartered in San Diego, CA, publicly traded CV Sciences (OTCQB: CVSI)has two distinct operating divisions, consisting of consumer products and specialtypharmaceuticals. Within consumer products, the company is engaged in thedevelopment, manufacturing, marketing, and distribution of hemp-derived CBDproducts, which are refined into its own PlusCBD Oil™ brand. Form factors are broadbased and include oils, capsules, sprays, balms, beauty products, and gummies, and aredistributed nationally in health food stores and health care provider offices throughselect distributors and online. CV Sciences currently distributed to over 2,000 retaillocations. CV Sciences has generated ~$34 mm in revenues though the first nine monthsof FY18, which reflects a 153% YoY growth rate. Over the comparable timeframe, thecompany reported gross margin of 72%, reflecting over 300 bps of expansion.Elixnol. Elixinol (ASX: EXL; OTCQX: ELLXF) has a global presence in the cannabisindustry, including hemp-derived CBD dietary supplements, food and wellness products,as well as the cultivation and manufacturing of medicinal cannabis products. Businesssegments include:���Elixinol USA. Founded in 2014, Elixinol USA is a manufacturer and globaldistributor of industrial hemp-based dietary supplements and skincareproducts, with operations based out of Colorado.Hemp Foods Australia. Founded in 1999, is a leading hemp foods wholesaler,retailer, manufacturer and exporter of bulk ad branded raw materials andfinished products.Elixinol Australia. Founded in 2014, to participate in the emerging Australianmedical cannabis market.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.In 2018, Elixinol revenues grew 121% YoY to ~$AUD 37mm (~$27 mm). The company’sNorth America business contributes over 80% to total company revenues.Green Thumb Industries (Beboe). As one of the more well-known U.S. multi-stateoperators (MSOs), Green Thumb Industries (CSE: GTII; OTCQX: GTBIF) recentlyannounced the acquisition of Beboe, a premium cannabis brand, headquartered inCalifornia. Beboe products are sold in over 125 California and Colorado retail locations,and notably, the acquisition will give GTI access to the CBD market through Beboe’srecently launched, direct-to-consumer line of hemp derived CBD products. Current CBDproducts offered from Beboe include a vape pen, called Calming, which contains 500mgs cannabis oil, as well as a beverage called Dirty Lemon. In order to maintain thepremium nature of the Beboe brand equity, GTI plans to ship the product into high-endluxury stores (which currently includes Barney’s). In the first nine months of fiscal 2018,COWEN.COM 55COWENCOLLABORATIVE INSIGHTS February 25, 2019GTI has reported revenues of ~$41.7 mm (which includes adult use and medical),reflecting a YoY growth rate of over 300% and gross margin of 45%. We would notethat on a pro-forma basis including the acquisition of Essence, in the most recentquarter, GTI would have generated revenues of over $35 mm (vs. $17.1 mm reported).Khiron Life Sciences Corp. Khiron is a publicly-traded (TSXV: KHRN; OTCQB: KHRNF),vertically integrated cannabis company currently focused on Latin America. Prioritymarkets in the region include Colombia, Peru, Chile, Brazil, and Mexico. Earlier this year,they announced a 50/50 JV with U.S.-based Dixie Brands, which will result in theintroduction of a full line of cannabis infused products to the Latin American market.Importantly, as part of the agreement, Dixie will manufacture and distribute Khiron’sKuida brand of CBD-based cosmetics in the U.S., where they will target the growingHispanic population. Khiron will operate the JV from Bogota, Colombia, with a focus onregulation, cultivation, manufacturing, and distribution. Dixie will contribute IP, includingits extensive brand portfolio, which includes over 100 SKUs spanning 15 differentcategories. Khiron recently recognized first sales in October 2018.Level Brands. Originally founded as a consumer products company in 2015, LevelBrands (NYSE American: LEVB) subsequently expanded into licensing and brandmanagement prior to initiating an IPO in 2017. Most recently in 2018, the companycompleted the acquisition of cbdMD, a CBD consumer products brand with productsavailable online and in over 1,000 retail outlets across the U.S. cbdMD offers 60 skus, 24of which come in the form of oils, while 12 SKUs come in the form of topicals.Additionally, other cbdMD form factors offered include capsules, gummies, bath bombs,and pet products. In its first year, cbdMD delivered $7.5 mm in sales, while achieving agross margin in excess of 70%. From a route to market perspective, 80% of revenuescome from e-commerce, though the company started to build out a sales team to drivebrick and mortar penetration.Tilray (Outperform, $150 PT). Canadian-based Tilray (NASD: TLRY), is a licensedproducer and distributor of cannabis across Canada, as well as internationally. Throughthe company’s strategic partnership with Privateer, TLRY licenses established U.S.based cannabis brands including Marley Natural, Irisa, Goodship, Grail, and Dutchy. TLRYhas been active on the M&A front, with previously announced acquisitions /partnerships with Novartis, Authentic Brands and AB-Inbev, among others. Mostrecently, the company announced a C$419 mm acquisition of Manitoba Harvest, theglobal leader in hemp-derived food products. The cash and stock deal gives TLRY accessto Manitoba Harvest’s broad range of food products that are currently distributed in16,000 stores across North America.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Turning Point Brands (Outperform, $45 PT). Based in Louisville, KY, Turning PointBrands (NYSE: TPB) operates in the Other Tobacco Products (OTP) category and sellsand distributes a wide range of products. These products include MST, loose leafchewing tobacco, cigarette papers, cigar wraps, e-cigs, vaporizers, and herbal wraps.TPB recently announced a minority stake in CASH, a privately held CBD extraction andproduction company, which should complement its current infrastructure, whichincludes Vapor Beast, Vapor Shark and Vapor Supply. Additionally, we would note thatTPB currently sits on the U.S. Hemp Roundtable Board of Directors. Through the firstnine months of fiscal 2018, TPB has reported $238.4 mm in revenues, which reflects aYoY growth rate of over 12%. The company has achieved a run rate gross margin of~44% over the comparable timeframe.56COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Canadian LP Commentary on CBDIn addition to the public companies already actively involved in the hemp / CBD market,we would note that all of the major Canadian public cannabis companies have beenvocal in terms of expressing their interest in the space, as reflected in the belowcommentary.Aphria (APH)“Depending on the country, there is a lot of movement in Europe…with a CBD light. ThatCBD, that source from hemp, and what we are contemplating in certain countries,Portugal being one, Italy being one.” Chairman, CEO & President Victor Neufeld (1Q19Earnings Call)Aurora (ACB)“I think the hemp industry, I tell a lot of the people here that I think it's going to be asbig or bigger than the cannabis industry.” Founder, CEO and Director Terry Booth (4Q18Earnings Call)“We've got -- obviously, we're first mover in the hemp space out of any other of ourcompetitors. And we'll enter when it's proper to enter and when it's legal to enter intothe United States market.” Founder, CEO and Director Terry Booth (2Q19 Earnings Call)Canopy Growth (WEED, Outperform, C$82 PT)“But CBD every day is moving through a progression where it's going to become part ofthe normal course available ingredient set…and I think we're doing a very good job ofgetting in front of that.” CEO Bruce Linton (1Q19 Earnings Call)“[CBD is] going to come down to who gets the data to get the branded product thatactually works. And I think we're doing a very good job on that and I believe we have aleadership position on that.” CEO Bruce Linton (2Q19 Earnings Call)Cronos (CRON)“At Cronos, we seek to build the world's most innovative cannabinoid company, wherewe develop and research efficient processes to effectively produce and formulate thefull spectrum of cannabinoids, not just THC and CBD.” Chairman, President & CEOMichael Gorenstein (3Q18 Earnings Call)Emblem Corp (EMC)This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.On 8/1/18, Emblem and GreenSpace announced a strategic partnership to develop andcommercialize CBD infused health and beauty products for the expected adult-usecannabis market. (Press Release)"Emblem's partnership with GreenSpace Brands is an industry first and represents anincredible opportunity to capitalize on the growing CBD market in Canada.” CEO NickDean (Press Release)Emerald Health Therapeutics (EMH)Emerald secured over 500 acres of hemp harvest in 2018 and has contracted forapproximately 1000 acres in 2019 to 2022, with the objective of extracting low-costcannabidiol (CBD). (Press Release)On September 26, 2018 the Company entered into a long-term supply agreement toobtain harvested hemp chaff, plant material consisting of mainly flower and leaf. Thesupply agreement was signed with Emerald Health Hemp Inc. to purchase CBDcontaining hemp biomass for extraction into CBD oil. (Press Release)COWEN.COM 57COWENCOLLABORATIVE INSIGHTS February 25, 2019The Green Organic Dutchman (TGOD)“We are focused on becoming the Whole Foods of the cannabis industry and recognizedas pioneers in the THC/CBD infused beverage industry.” CEO Brian Athaide (ShareholderLetter)HEXO Corp (Hexo)“With respect to the United States, we are in the process of assessing adequate suppliesfor hemp-derived cannabinoids. Using our intellectual property, we believe we can offera large range of CBD-based experiences.” HEXO Prospectus (1/25/19)Neptune Wellness Solutions (NEPT)“CBD in the United States-and think about this for a moment where it was federally illegalin the DEA perspective as well as not permitted from an FDA perspective, it is today largerthan the vitamin E sector, and it is on track to surpass the omega-3 supplement categoryvery soon.” President, CEO & Director James Hamilton (3Q19 Earnings Call)Organigram (OGI)On 1/21/19, OGI entered an agreement with 1812 Hemp, a New Brunswick baseindustrial hemp research company to secure supply and support research anddevelopment on the genetic improvement of hemp through breeding methods.BenchmarkingBelow we provide a distribution benchmarking analysis on some of the notable publiclytraded CBD companies, including Tilray’s recently announced acquisition of ManitobaHarvest, which food products are distributed in 16,000 stores across the U.S. andCanada. Among core CBD companies, Charlotte’s Web’s retail store count of 3,680stores is almost double that of CV Sciences’ 2,000+ retail locations. Level Brands CBDproducts are in over 1,000 retail locations, while 1933 has a retail footprint spanning600 stores and counting.Figure 100 Companies Will Focus on Building our Distribution Footprint20,00015,00016,000Retail Store CountThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.10,0005,0003,6802,000+1,000+ 6000Tilray Charlotte's Web CV Sciences Level Brands 1933 IndustriesSource: Company Reports and Cowen and Company; Note: TLRY reflects acquisition of Manitoba HarvestFrom a revenue perspective, Charlotte’s Web is generating the most sales out of whatwe would classify as core CBD-focused companies. Indeed, in the most recent quarter,the company generated almost $18 mm, which was ~30% higher than number 2positioned CV Sciences, while Elixinol delivered over $7 mm. We would highlight that forthe cross-over brands, Turning Point Brands is currently delivering the highest revenues(consisting of OTP only), while reported revenues factor in adult use and medical salesof THC-infused products, which clearly favor Curaleaf and GTI as two of the more wellknownMSOs in the U.S. Tilray revenues of $10 mm are expected to ramp over the58COWEN.COMCharlotte's Web(CWEB)CV Sciences (CVSI)ElixinolTurning Point Brands(TPB)Curaleaf (CURA)Green ThumbIndustries (GTI)Tilray (TLRY)1933 IndustriesLevel Brands (LEVB)COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 102 Finished Goods CBD Producers…$40.0$36.0$32.0$28.0$24.0$20.0$16.0$12.0$8.0$4.0$0.0$13.8MRQ Gross Profits (in $ mm)$9.9$36.2$13.8$8.5coming quarters, driven by adult use legalization in Canada. 1933 and Level Brands aresmaller in scale but continue to post solid growth.Figure 101 CWeb Leads Core CBD Companies; CBD Crossover Touches Multiple Industries$90.0$75.0$60.0$45.0$30.0$15.0$0.0$17.7 $13.6 $7.4Most Recent Quarterly Revenues (in $ mm)$78.7CBD$21.4 $17.2CBD-Crossover/Other$10.0 $4.6 $1.5Note: 1933 = 1Q19 (ended 10/18), Level Brands = 4Q18 (ended 12/18), All others are 3Q18 (ended 9/18). AUD/USD =0.72Source: Company Reports and Cowen and CompanyNuances around different business models become increasingly apparent whenbenchmarking gross margins. Charlotte’s Web and CV Sciences, which we would classifyas finished goods producers, command the highest margins, while Turning Point Brands’unique positioning within OTP products generates margins lower than the level thatwould be seen for traditional cigarette companies. Core cannabis companies have tocontend with being both vertically integrated and in many instances, servicing retailstores, which are lower margin.$3.1 $1.9 $0.8CWEB CVSI TPB CURA GTI TLRY 1933 LEVBFigure 103 …Command the Highest Gross Margin100.0%80.0%60.0%40.0%20.0%0.0%MRQ Gross Profit Margin78.0% 73.1%64.5%60.7%49.6%43.4%41.9%30.5%CWEB CVSI TPB CURA GTI TLRY 1933 LEVBThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.CBDCBD-Crossover/OtherCBDCBD-Crossover/OtherNote: 1933 = 1Q19 (ended 10/18), Level Brands = 4Q18 (ended 12/18), All othersare 3Q18 (ended 9/18). AUD/USD = 0.72Source: Company Reports and Cowen and CompanyNote: 1933 = 1Q19 (ended 10/18), Level Brands = 4Q18 (ended 12/18), All othersare 3Q18 (ended 9/18). AUD/USD = 0.72Source: Company Reports and Cowen and CompanyCOWEN.COM 59COWENCOLLABORATIVE INSIGHTS February 25, 2019As evidenced by the above chart, in addition to offering very strong revenue growthprospects, CBD finished products are highly profitable. While it is still early days, bothCharlotte’s Web and CV Sciences are EBITDA positive, generating 30% margins in themost recent quarter, which is an encouraging sign. This intersects at a period whereother companies across the broad cannabis landscape have been investing heavily inSG&A, which includes but is not limited to headcount increases and R&D.Figure 104 CWEB and CVSI Are Posting Strong EBITDA… Figure 105 ...With Margins Exceeding 30%$15.0$10.0$5.0$0.0-$5.0-$10.0$5.4MRQ Adj. EBITDA (in $ mm)$13.8$4.1$0.4-$0.9-$5.5-$7.4CWEB CVSI TPB GTI 1933 CURA TLRYCBDCBD-Crossover/OtherNote: 1933 = 1Q19 (ended 10/18) (ended 12/18), All others are 3Q18 (ended 9/18).AUD/USD = 0.72Source: Company Reports and Cowen and Company40.0%20.0%0.0%-20.0%-40.0%-60.0%-80.0%30.5% 30.4%20.9%2.3%-18.6% -25.7%-73.3%CWEB CVSI TPB GTI 1933 CURA TLRYCBDMRQ Adj. EBITDA MarginCBD-Crossover/OtherNote: 1933 = 1Q19 (ended 10/18) (ended 12/18), All others are 3Q18 (ended 9/18).AUD/USD = 0.72Source: Company Reports and Cowen and CompanyWhile Charlotte’s Web generated 172% growth last year, we can see that sales areexpected to remain robust. Charlotte’s Web is guiding for 2018 revenues to be between$65-80 mm, which would represent ~81% growth at the midpoint of the range. For2019, the company is guiding for $120-170 mm, which would represent 100% growthat the midpoint. Looking out to 2020, current consensus estimates of $295 mm wouldimply further robust growth at over 100%. With momentum in CBD expected to rampon a go-forward basis, we would look for these more established, well capitalizedcompanies such as Charlotte’s Web, CV Sciences and Elixinol to consolidate marketshare in the form of distribution gains from new channels coming online as well as afrom considerable amount of consolidation.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Figure 106 Charlotte’s Web’s Top-Line Outlook$350$300$250$200$150$100$50$0YoY Growth:2018 = ~81%2019 = ~100%2020 = ~103%$40Charlotte's Web Revenue Estimates (in $ mm)$73$145$2952017A 2018E 2019E 2020ESource: Company Reports, Bloomberg60COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Private CompaniesBotanica. Best known for its portfolio of adult use edible brands, which includes Spot,Journeyman and Mr. Moxey’s Mints, Botanica recently launched a CBD only line of MrMoxey’s Mints, following the passage of the 2018 Farm Bill. The products are currentlyoffered in the U.S. and the U.K. and are available in one package format consisting of 60mints at 5 mgs per CBD each. In the U.S., the mints retail for ~$40 per tin and goingforward, the company will look to come to market with smaller / lower priced offeringsto help drive immediate point of sale consumption across brick and mortar retaillocations. Over time, management forecasts that ~40% of sales will come from e-commerce, with the balance coming distribution.GenCanna. Based in Kentucky, GenCanna is a cultivator of premium hemp-derivedCBD. Additionally, the company offers whole-plant hemp extracts in the form of fullspectrum or isolated crystalline cannabinoid CBD for wholesale, available to customersin the form of powders and oils and can be prepared as a proprietary water dispersiblepowder to support large scale manufacturing needs. Their powders have a CBDconcentration of 99.5%+, which is isolated using CO2 extraction and crystal precipitation(as is their bulk oil). GenCanna also offers a full range of packaged goods includingbottled oil drops, capsules and topical creams. All GenCanna products are produced inan FDA registered and inspected, food-grade, GMP-compliant facility and are tested bythird parties for safety and quality. In November 2018, MariMed (MRMD, not covered)invested $30 mm in GenCanna, which established a long-term supply agreementwhereby GenCanna became MariMed’s global hemp CBD supplier.Highline Wellness. Co-founded by former Cowen alum Chris Roth and his businesspartner Chris D’Alberti, Highline Wellness is a NYC-based CBD company currentlyoffering tinctures, chews (gummies) and topicals (pain cream). Highline products aremanufactured in Florida and the company sells direct-to-consumer. According to thecompany, this provides for competitive pricing relative to their peers (which we wouldclassify as broadly mainstream). While still early days, Highline has an active presenceon social media platforms including a loyal group of followers on Instagram, which hasresulted in top line momentum to start off the year.Lazarus Naturals. Launched in 2014, Lazarus Naturals is an Oregon-based CBDcompany, which offers products ranging from tinctures and capsules, to topical oils andbalms as well as isolates. Lazarus is value priced across the competitive set with one ofthe lowest price/mg of CBD relative to the companies that we benchmarked against.The company offers 60% discounts to veterans, individuals on long-term disabilities aswell as for low-income households. All sales primarily come from e-commerce andproducts are shipped to all 50 states across the U.S.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Lord Jones. Founded by Robert Rosenheck and Cindy Capobianco, Lord Jonesmanufactures and distributes super-premium CBD infused products. The companyprovides a broad array of product offerings, including tinctures, confections, capsules,and skincare, among others. Clearly catered towards the premium-end of the market,Lord Jones has announced several high-profile partnerships over the past couple ofyears which includes collaborating with Equinox, partnering with luxury hotel group,The Standard, and most recently, being the first CBD brand carried by Sephora.Mary’s. Founded in 2013, Mary’s produces and sells cannabis and hemp-derived CBDproducts across three main segments, which include:��Mary’s Medicinals. Cannabinoid infused products for relief, available in 11 U.S.states.Mary’s Nutritionals. Hemp-derived CBD products for health & wellness, sold inretailers and online in the U.S. and international marketsCOWEN.COM 61COWENCOLLABORATIVE INSIGHTS February 25, 2019�Mary’s Whole Pet. Whole plant CBD remedies for pets, sold in retailers andonline in the U.S. and international markets.Mary’s is a high-end brand, focused on clean delivery methods through its transdermalpatches, topicals and patented gel pen technologies. In March 2018, Mary’s Nutritionalswas chosen as the preferred CBD vendor partner for all Ritz Carlton, Marriott, JWMarriott, W, and St. Regis Locations.Mile High Labs. Based in Colorado, Mile High Labs is the largest extractor of CBD in theworld. The company sources hemp from third party cultivation partners across fourstates, which include Colorado, Oregon, New York, and Kentucky. Mile High Labsextracts exclusively from industrial hemp flower material to create full spectrumextract, distillate and isolate. Their full spectrum extract contains a full range of CBDterpenes and over 60% CBD on average, making it useful for low concentrationformulations in holistic and wellness applications, including tinctures and capsules. MileHigh Labs distillate is refined using proprietary molecular distillation technology andcontains ~85% CBD on average, making it ideal for vape pen cartridges, tinctures andother high potency formulations. The company’s isolate contains ~99% CBD and is usedas a main ingredient in bioceutical and nutritional product applications. Mile High offersend-to-end certified GMP hemp CBD manufacturing. In October 2018, Mile High Labsraised $35 mm in a Series A, which according to CEO Jason Roth represented a “recordbreakinginvestment [which] is a reflection of the growth in demand for quality CBDproducts and Mile High Labs’ unique ability to meet that demand.” CFO Jonathan Hilleyalso recently noted that he believes “the CBD market is in the early stages of a 20-yearsecular growth trend.”Papa & Barkley. Papa & Barkley is based in California, with a diverse portfolio ofproducts and lines. The company’s Releaf line spans multiple form factors, includingtinctures, capsules, patches, and balms, among others, which are comprised of differentTHC:CBD ratios. Papa & Barkley’s Essentials line is specifically focused on CBD, and as itstands, they offer a tincture in both a 15 ml bottle (450 mg CBD) and 30 ml bottle (900mg CBD) and will soon be rolling out capsules, as well as an extra strength pain balm.The company is only in California currently, but is looking at going to market in threeother primary states, as well as three other secondary states.Recess. Launched in October 2018, Recess is a wellness company currently specializingin beverages which are infused with full spectrum hemp extract. The company haspositioned itself as a modern day lifestyle brand and daytime productivity enhancer thatoffers a universal message and idea instead of being anchored specifically to CBD. Thisstrategy shares similarities with traditional CPG products, such as energy drinks andsoda, which are not marketed for the active ingredient, but instead as the solution.While the current product portfolio includes sparkling beverages only, Recess plans onrolling out a plain water, as well as powders, which will cater to on-premiseconsumption occasions, such as coffee shops, juice shops and cocktail bars.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Reliva CBD Wellness. Reliva is a CBD-focused company, which form factors includetincures, shots, sprays, topicals, gummies, and pet care. The company is run by MiguelMartin, who previously served as the President and GM of Logic TechnologyDevelopment, an e-cigarette manufacturer in the U.S. Reliva’s products are focused onvalue from an absolute pricing perspective, as nothing sells for over $19.99 at retail. Thecompany is unique insofar as they do not offer e-commerce, nor do they make andclaims on efficacy or rely on testimonials or influencer marketing, which Martin believeswill create a narrative on responsibility. Reliva focuses on independent c-stores andgrocery channels and is expected to be in ~1,000 stores by the end of March, growing to4,000-5,000 stores by the end of the summer with the goal of doubling that store countto ~10,000 locations by year-end.62COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 107 Boots - Cannabidiol & CBD Oil OfferingsHealth Care: Drug Retailer Perspective (Rhyee)CBD Products Gaining Traction With Independent PharmaciesCBD products appear to be gaining traction with independent pharmacies, many ofwhom are already selling or planning to sell CBD oils. We don’t find this surprising giventhe high demand for and strong expected growth potential of CBD products, as well asthe differentiation it affords independents relative to larger chain pharmacies.Independent pharmacies also likely find the high-margin profile of CBD oils attractive,which we suspect is similar to those of more traditional over-the-counter drugs. OTCdrugs are a substantial profit driver for independent pharmacies. The greateracceptance of and improving sentiment towards CBD products as a viable business forindependent pharmacies is evidenced by a panel held by the National CommunityPharmacists Association (NCPA) at its annual convention in October 2018, which servedto educate independent pharmacy owners of the legality, clinical uses, potential risksand marketing tactics of CBD oils. For those independent pharmacies that have decidedto sell CBD oils, ensuring that they provide high-quality products is paramount, with afocus on looking at the bioavailability of CBD. Additionally, independent pharmaciesemphasize the importance of patient education, in regards to treatment and potentialside effects. Anecdotally, reports note that many independent pharmacies have receivedpositive feedback from patients, attributing diminished opioid dependence and painrelief to CBD oils.Large Pharmacy Chains Don’t Appear As Quick To Offer CBD OilsLarge pharmacy chains, such as CVS Pharmacy and Walgreens, don’t currently sell CBDoil. WBA management has noted that, while the company is monitoring the CBD marketand the potential to sell it, WBA currently has no public stance on whether it plans tosell CBD products future. Interestingly, Boots, which is a pharmacy chain in the U.K.owned by WBA, sells CBD oil in three different doses (Figure 107). As such, we wouldn’tbe surprised if WBA decides to sell CBD products in the future.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Boots.com and Cowen and CompanyCOWEN.COM 63COWENCOLLABORATIVE INSIGHTS February 25, 2019Health Care: Payor Perspective (Rhyee)Based on our conversations with managed care companies, whether CBD oils will becovered as a medical benefit by government sponsored health programs is determinedby the Center for Medicare and Medicaid Services (CMS) and state governments.Currently, CBD products aren’t a covered benefit or an extra benefit that has beenapproved by CMS or states, and it isn’t known at this time whether CMS or statesgovernments are considering reimbursement for CBD products. That said, based on ourdiscussions with a number of payors, if a state government were to providereimbursement for CBD products under Medicaid, it would have to add CBD oils as acovered benefit under the state plan, which may or may not require CMS approval. Wenote that CMS and states do provide reimbursement for non-traditional treatments, ifthey determine that there’s some benefit, such as issues around social determinants, Assuch, we see the potential for CBD oils to become a covered benefit under CMS, evenwithout FDA approval.On the commercial side of the market, payors we spoke with noted that CBD oils aren’teligible for coverage under commercial health plans because they’re not regulated bythe FDA. There are a couple of exceptions, such as GWPH’s Epidiolex, which is aprescription pharmaceutical formulation of highly purified, plant-derived cannabidiol forthe treatment of seizures associated with Lennox-Gastaut syndrome (LGS), or Dravetsyndrome in patients two years of age or older. Epidiolex is covered by commercialinsurance as it is an FDA approved drug. Payors noted three factors complicatingcommercial coverage of CBD oils, including (1) legal issues, as CBD oils derived from THC(cannabis) aren’t legal if they contain equal to or more than 0.3% THC; (2) lack ofregulation by the FDA; and (3) their availability as OTC medications.Health Care: Provider Perspective (Rhyee)The certified use of medical marijuana appears to be gaining acceptance by the providercommunity, as evidenced by the recent distribution of a memo by the chief physicianexecutive of Intermountain Healthcare, Utah’s largest health provider, to its network ofproviders that the health system is lifting its prior directive that advised physicians notto write letters recommending cannabis treatments. However, it’s difficult to assessproviders’ stance on recommending the use of CBD oils. With greater clinical evidencesupporting the efficacy in treating various conditions, we may very well see doctorsrecommend CBD oils as well, which some claim to be effective in treating loss ofappetite in cancer patients, chronic pain, epilepsy, Huntington’s disease, sleep disorders,multiple sclerosis symptoms, schizophrenia, and glaucoma.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.64COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019eCommerce To Be A Key Consumer Distribution Channel Long Term(Blackledge)A significant portion of the CBD products that are currently available fall into thePersonal Care / Beauty Products or Vitamins and Food Supplements verticals, both ofwhich are part of the larger Consumables category. Consumables continues to be ahighly under-penetrated eCommerce vertical in the midst of a progressive shift online,and we see an opportunity for these CBD companies to expand online as seculartailwinds continue to drive eCommerce growth for the larger Consumables market. Forcontext, we forecast overall US Consumables eCommerce sales of $51BN in ’18, or 11%eCommerce penetration, rising to $111BN in ’23 or 19% eCommerce penetration.Longer term, Consumables eCommerce market share, led by Amazon, should rise wellabove our 19% penetration forecast in ’23, as the sector favors eCommerce vs. Brick &Mortar, for multiple reasons, namely (1) changing consumption trends, particularly withyounger demographics, who would prefer to “Skip the Trip” for these highreplenishment factor goods; and (2) rising smart speaker penetration, like AMZN'spopular Echo device, driving gains in high replenishment re-ordering.Figure 108 U.S. eCommerce Consumables Penetration ‘07-‘23E25%20%15%10%5%0%3% 3% 3%4% 4%5%6%6%7%2007 2008 2009 2010 2011 2012 2013 2014 2015 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E8%9%11%12%14%16%17%19%This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Cowen and Company; U.S. Census BureauDue to the aforementioned macro factors, we view eCommerce as a major potentialcustomer distribution channel for CBD longer term as consumers’ spending habitscontinue to shift, and purchasing of Personal Care Products, Vitamins & FoodSupplements and other Consumable items moves online at an accelerated rate. Weexpect growth within the Consumables (Personal Care, HH Goods, etc) and Food &Beverage verticals to consistently outpace overall eCommerce growth ’18-’23, resultingin an increased share of U.S. eCommerce sales.COWEN.COM 65COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 109 Share Of U.S. eCommerce Sales ’13 vs. ‘18E vs. ‘23E100%90%80%70%60%50%40%30%20%10%0%3%2%3%4%3%3%4%4%3%3%3%4%7% 7%6%6%9% 7%8%12%10%9%5%3%8% 10% 11%10% 11% 13%19% 17%19% 20% 19%Source: Cowen and Company; U.S. Census BureauAnalyzing Two Key Verticals for CBD AdoptionAs part of our monthly survey of 2,500 US consumers, we ask Amazon.com purchasersto indicate which categories (out of a list of 30) they purchased on Amazon in the past30 days. Our data shows that Personal Care Products and Vitamins & Supplements weremore likely to be purchased (vs. the average across all categories) by both Prime andNon-Prime members throughout 2018.Taking a closer look at 4Q18, in each month (on average) 19% of all Amazon PrimePurchasers bought at least one personal care product and 15% purchased a Vitamin orSupplement, while the average purchase rate across all 30+ categories was only 12% ofPrime purchasers. We noted a similar trend among Non-Prime Purchasers in 4Q18, with13% who bought Personal Care Products and 10% who bought Vitamin or Supplements,compared to the average purchase rate across all categories of 8%.16%2013 2018E 2023EOffice Equip/SuppliesGarden Equip/SuppliesToysSporting GoodsOtherMediaAutoFood & BevFurniture & Home FurnishingsConsumablesElectronics & AppliancesClothing & AccessoriesThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Figure 110 Prime Member Purchaser % By Vertical, 1Q18-4Q18Figure 111 Non-Prime Purchaser % By Vertical, 1Q18-4Q1825%20%15%10%23%17%21%22%18%16%11% 11% 11%19%15%12%16%14%12%10%8%6%14%13% 13%12%11% 11% 10% 10%7%7% 7%8%5%4%2%0%1Q18 2Q18 3Q18 4Q180%1Q18 2Q18 3Q18 4Q18Personal Care Products Vitamins & Supplements Average Across All CategoriesPersonal Care Products Vitamins & Supplements Average Across All CategoriesSource: Cowen proprietary Consumer Internet Survey, n=~2500, Dec ‘18 Source: Cowen proprietary Consumer Internet Survey, n=~2500, Dec ‘1866COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Amazon Has A Modest But Expanding Physical FootprintFor CBD companies, expansion through Amazon’s retail locations and more importantlyWhole Foods’ expanding retail footprint are also attractive avenues for reaching newcustomers (assuming CBD companies can convince Amazon and Whole Foods to carrytheir products). While we currently lack insight into when CBD products may becomeavailable in Whole Foods stores, or what a regional or national rollout might look like,below we analyze Amazon’s physical footprint to highlight the potential for distribution.Amazon’s expanding physical footprint is made up of a small number of Go Stores,Amazon Fresh Grocery Pickup in Seattle, Amazon Branded Book Stores and mostnotably its Whole Foods Market business. Whole Foods is a health focused supermarketchain based out of Austin TX that operates ~470 US locations and was purchased byAmazon in Aug ’17. Since acquiring Whole Foods, Amazon has deeply integrated it withthe company’s Prime offering. In combination with Amazon’s Prime Now platform,Whole Foods is now offering 2-hour delivery on thousands of in-store items in 63 cities,which account for over 50% of the US population and over 2/3rds of US GDP. WholeFoods also offers curbside pickup in over 20 markets.Figure 112 Amazon Prime Now & Same Day Delivery Top 50 US Metro Areas By 2017 GDP (%)2017 GDPRankU.S. Metropolitan Areas% of '17US GDP% of '17 USPopulationAmazon Prime NowAvailableAmazon Prime Free Same-Day DeliveryWFM Delivery viaPrime Now1 New York-Newark-Jersey City, NY-NJ-PA 9.8% 6.2% P P P2 Los Angeles-Long Beach-Anaheim, CA 5.9% 4.1% P P P3 Chicago-Naperville-Elgin, IL-IN-WI 3.9% 2.9% P P P4 Dallas-Fort Worth-Arlington, TX 3.1% 2.0% P P P5 Washington-Arlington-Alexandria, DC-VA-MD-WV 3.0% 1.9% P P P6 San Francisco-Oakland-Hayward, CA 2.9% 2.2% P P P7 Houston-The Woodlands-Sugar Land, TX 2.8% 1.4% P P P8 Philadelphia-Camden-Wilmington, PA-NJ-DE-MD 2.5% 1.9% P P P9 Boston-Cambridge-Newton, MA-NH 2.5% 1.5% P P P10 Atlanta-Sandy Springs-Roswell, GA 2.2% 1.7% P P P11 Seattle-Tacoma-Bellevue, WA 2.0% 1.8% P P P12 Miami-Fort Lauderdale-West Palm Beach, FL 2.0% 1.1% P P P13 San Jose-Sunnyvale-Santa Clara, CA 1.6% 1.1% P P14 Detroit-Warren-Dearborn, MI 1.5% 1.3% P15 Minneapolis-St. Paul-Bloomington, MN-WI 1.5% 0.6% P P P16 Phoenix-Mesa-Scottsdale, AZ 1.4% 1.0% P P P17 San Diego-Carlsbad, CA 1.3% 1.4% P P P18 Denver-Aurora-Lakewood, CO 1.2% 0.9% P P P19 Baltimore-Columbia-Towson, MD 1.1% 0.9% P P P20 Charlotte-Concord-Gastonia, NC-SC 1.0% 0.7% P P P21 Portland-Vancouver-Hillsboro, OR-WA 1.0% 0.9% P P P22 St. Louis, MO-IL 0.9% 0.7% P23 Riverside-San Bernardino-Ontario, CA 0.9% 1.4% P24 Austin-Round Rock, TX 0.8% 0.7% P P P25 Pittsburgh, PA 0.8% 0.6% P26 Tampa-St. Petersburg-Clearwater, FL 0.8% 0.9% P P P27 Indianapolis-Carmel-Anderson, IN 0.8% 0.6% P P P28 Cleveland-Elyria, OH 0.8% 0.7% P P29 Cincinnati, OH-KY-IN 0.8% 0.6% P P P30 Columbus, OH 0.8% 0.6% P P P31 Nashville-Davidson--Murfreesboro--Franklin, TN 0.8% 0.7% P P P32 Orlando-Kissimmee-Sanford, FL 0.8% 0.6% P P P33 Kansas City, MO-KS 0.7% 0.7% P P34 San Antonio-New Braunfels, TX 0.7% 0.6% P P P35 Sacramento--Roseville--Arden-Arcade, CA 0.7% 0.7% P P P36 Las Vegas-Henderson-Paradise, NV 0.6% 0.6% P P P37 Milwaukee-Waukesha-West Allis, WI 0.6% 0.5% P P P38 Bridgeport-Stamford-Norwalk, CT 0.6% 0.3%39 Virginia Beach-Norfolk-Newport News, VA-NC 0.5% 0.5% P P40 Hartford-West Hartford-East Hartford, CT 0.5% 0.4% P41 Salt Lake City, UT 0.5% 0.4% P P42 Raleigh, NC 0.5% 0.5% P P P43 Providence-Warwick, RI-MA 0.5% 0.4% P44 Richmond, VA 0.5% 0.4% P P P45 New Orleans-Metairie, LA 0.5% 0.4% P46 Jacksonville, FL 0.4% 0.4% P P47 Louisville/Jefferson County, KY-IN 0.4% 0.4% P P48 Oklahoma City, OK 0.4% 0.4% P P49 Memphis, TN-MS-AR 0.4% 0.4% P50 Urban Honolulu, HI 0.4% 0.4%Total 72.6% 54.0% 34 40 46Amazon Prime Now Markets 62.3% 44.8%Amazon Same Day Delivery Markets 66.0% 48.6%Whole Foods Delivery via Prime Now Markets 69.2% 50.9%This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Company reports, Cowen and Company, US Bureau of Economic AnalysisCOWEN.COM 67COWENCOLLABORATIVE INSIGHTS February 25, 2019Competition From AMZN Private Label Could Be A LT Concern, Offset By CBD’sEstablished BrandsShould the market for CBD products expand rapidly over the next several years, onesource for increased competition could be Amazon’s own first party (private label)business. Amazon offers private label goods across the gamut of product verticals,including consumables and vitamins.Per industry participants that have discussed AMZN’s private label business with us,Amazon’s approach is similar across most new product lines, most notably that thecompany is now focusing less on heavy discounting to take share from competition. Bycontrast, we believe that while any foray into CBD could start with a big push by AMZNto gain share, if sales and reviews aren’t working, AMZN would likely reduce resourcesquickly. Additionally, Amazon Private Label tends to replicate top sellers for goods thatare high replenishment, commodity-type products with undifferentiated branding, thenadd secondary brands over time. Amazon private label has in some cases captured hugemarket share early (anywhere from 25-40% market share by SKU within the first sixmonths).AMZN also tends to have the most success in verticals where branding is less important(a fact that could provide an advantage to more established CBD companies). Thewidespread availability and acceptance by a retailer such as Amazon could also help todrive mainstream adoption of CBD products and thus provide a benefit for the industryas a whole.Other Potential Platforms: EBAY Has The Reach To Make An ImpactThere are other platforms that may be easier to break into than Amazon that would alsoprovide an avenue to reach a wide array of consumers. Ebay could be an alternative forCBD companies to tap into. EBAY has been losing share in eCommerce over the lastseveral years, and developing a leading marketplace in a new product vertical such asCBD products could be an incentive to become an early adopter. Ebay currently has179MM active buyers on the platform worldwide, and the company generated over$90BN in GMV in 2018.Our survey indicates that unlike Amazon, EBAY has had less success in drivingconsistent purchasing in areas like personal care and beauty as well as in vitamins andsupplements. Our data suggests that unlike Amazon, these two key verticals arepurchased at about the same rate as any other category, which suggests that there is anopportunity for these verticals to grow meaningfully, in our view.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Figure 113 EBAY Purchaser % By Vertical, 2Q17-4Q1810%8%6%8%8%7% 7%7% 7% 7%7%6%8%9%7%7%7% 7%8%8% 8%7%6%7%4%2%0%2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18Personal Care Products Vitamins & Supplements Average Across All CategoriesSource: Cowen proprietary Consumer Internet Survey, n=~2500, Dec ‘1868COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Cannabidiol (CBD) Entrance Into Mass Retail May Start In Beauty BeforeEntering Broadlines (Chen)Cowen’s take is that first movers may predominantly consist of independent operators,followed by beauty, convenience, and other major chains. We believe that growth couldtake on a barbell dynamic, with early adopters being both high-end luxury playersalongside lower-end local convenience shops, with middle-ground retailers includingWMT, TGT, and COST likely being the last to sell CBD products after a test-and-learnphase is observed among the early adopters. We expect that CBD in beauty could be a~$1bn opportunity within skincare specifically; the skincare category currentlycomprises ~23% of the overall $87bn beauty products market.Luxury Department Stores Are Early Adopters. A number of independent retailoperators have recently announced plans to expand their physical presence toincorporate CBD. For example, luxury department store Barneys New York is adding a300-square-foot cannabis store-within-store concept called “The High End” to itsflagship store in Beverly Hills, where it will sell CBD beauty products and vintageparaphernalia. Neiman Marcus also announced its “Trending Beauty” initiative, whichincludes carrying leading CBD brands (5 SKUs) online and within 5 of its 44 stores.Another example is Green Growth Brands (CSE: GGB, not covered) recently announcing adeal with DSW Inc. (DSW, not covered) to sell its Seventh Sense brand within 96 USbasedDSW stores; this announcement comes after a 10-week trial phase where 74.4%of product presented on shelves was reportedly sold. GGB also announced it will open108 stores within Simon Property malls (SPG, not covered), starting in March 2019.Beauty Could Be First Major Distribution Channel. Cowen believes that the future ofbeauty will increasingly emphasize clean, natural ingredients within products – in linewith the broader health and wellness movement that is permeating into various otherretail verticals. Therefore, we believe that beauty could be the first major distributionchannel to adopt CBD given the compound’s properties as a natural remedy to managepain, inflammation, and anxiety.Sephora.com currently carries 3 SKUs with CBD dosages (Lord Jones and Josie Maran),and a variety of hemp-based products. Meanwhile, ULTA only has hemp-based offeringsbut could adopt a comparable line to Sephora within its Prestige assortment. AverageUnit Retail (AUR) for the three Sephora CBD SKUs is ~$70, or $1.85/mL, which supportsour view that adopters will skew toward Prestige-cosmetics-oriented retailers such asspecialty beauty players (Sephora, ULTA) and department stores (JWN, M), before Masscosmetics carriers like grocery stores, pharmacies or broadline retailers adopt it, as pricepoints are closer to $10/SKU.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Historically, broadline retailers, including WMT, TGT, and COST have shied away fromentering controversial categories in their earlier innings, preferring to be last moversand not create controversies. We do note, TGT has previously made small inroads intoCBD. According to AdAge, TGT briefly sold hemp and CBD oils in late 2017 before pullingall the products. Also, we note, WMT’s website does sell several hemp oil products.Figure 114 CBD Presence Is Limited In Mass Retail OutletsSource: Cowen and Company, company websites; Note: Search “CBD oil, CBD, Cannabis, Cannabis Oil”COWEN.COM 69COWENCOLLABORATIVE INSIGHTS February 25, 2019Growing Application For Hemp And CBD Within The Apparel & FootwearMarket (Kernan)With the changing tide on marijuana legalization and hemp cultivation, the use case forand interest in CBD applications are rapidly expanding. We think there lies within thisfervor potential for greater utilization of hemp derived textiles in apparel, footwear andaccessories after largely being relegated to specialist brands with a few exceptions. TheWestern Producer, a Western Canada weekly agriculture publication, commented that“industrial hemp could reach whole crop utilization” in an article published on 1/10/19“Revenue Streams Expand For Hemp Growers.” We think this compliments thesustainability movement that is gaining ground in global apparel and footwearproduction and among Millennial and Gen Z consumers. Western Producer quotes JanSlaski, senior researcher for InnoTech Alberta, that “textile applications have brought[about] the development of hemp-based uniforms, socks, underwear and otherapparel…” as its properties, which Patagonia describes as “linen-like,” provide a “qualitysuitable for fine textiles.”Approximately $820MM worth of legal hemp products were sold in the U.S. in 2017 androughly 13% of those hemp-based products are textiles according to Entrepreneur’s9/4/18 article, “The Hemp Business Is Booming.” The article’s author Rose Leadem citesa history of the crop dating back “to the 1600s when growing hemp was encouraged foruse in sails, ropes and clothing.” This period was followed by years of back and forthregulation that alternately banned and unbanned hemp cultivation in the U.S. While the2014 U.S. Farm Bill allowed for heavily restricted industrial hemp cultivation, the morerecent 2018 U.S. Farm Bill, as described by the Brookings Instituted, offers a more“expansive” cultivation of hemp.Figure 115 Textiles Have Low Penetration Among Legal U.S. Hemp Products (2017)Textiles, 13%This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Non Textiles,87%Source: Cowen and Company; Western ProducerTo frame the market opportunity for greater hemp utilization as a textile in apparel andfootwear from what is likely a nascent penetration currently, the U.S. clothing andaccessories market reached store sales of $262 billion in 2017 as reported by the U.S.government, with potential to grow to $275B in 2018. We note that there are someglobal brands that offer hemp fiber, mostly but not all on a limited basis, in their clothingand footwear assortment. These brands include Patagonia, Columbia Sportswear’sprAna brand, Orvis, Thought Clothing, Toad&Co, Jungmaven, Eartheasy, Sanuk, Toms,70COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 116 Patagonia Iron Forge HempCanvas Ranch Jacket (55% Hemp)Adidas and Nau. Nike offered a hemp-based SB Dunk Low sneaker in 2004, re-issuingthe shoe in 2016 around Earth Day. Patagonia, a $1B global brand that encompasses afocus on the environment and social responsibility in its mission statement, views hempas a “natural fiber that’s cultivated with low impact on the environment.” The brand’sassortment includes some hemp-based products made with 100% hemp, which itimports from China, or blended with other fibers like recycled polyester, organic cotton,and spandex.Figure 117 prAna Sharla Sweater (55% Hemp)Figure 118 Men’s (Hemp upper)Source: www.patagonia.com Source: www.prana.com Source: www.sanku.comThere is also a growing market for apparel and footwear that provide recoveryattributes. For example, Under Armour has its Recovery line of apparel that includesCelliant which is designed to “capture body heat and convert it to infrared light that isreturned to your body, boosting localized blood flow and upping the amount of oxygenreaching your muscles.” Celliant is described as “utilizing a proprietary mineral matrixthat can be embedded into the core of a yarn or applied to a wide variety of fabrics.”This demonstrates the ability to weave outside attributes into existing textiles to addbeneficial components beyond just providing an item of clothing. With CBD beingreported as having health and wellness properties, such as to combat inflammation,there could be potential for CBD to be infused into textiles. Canada’s Fashion magazinerecently highlighted Devan Chemicals in its 1/4/19 article, “CBD Is Everywhere. WillCBC-Infused Clothing Be Next?” Devan Chemicals is a Belgium-based company that has“added CBD to their textile solutions portfolio.” The company’s “R Vital” fabric reflects aweave of microcapsules of CBD that release when a person wears the clothing asdemonstrated in their website’s flow chart below. While still early stage, perhaps therewill be demand for widescale CBD infused textiles, although, as the article points out, itis unclear how the “potency” holds up over time and after washing.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 71COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 119 Devan Chemical’s R-Vital – Flow Chart For A CBD-Infused TextileSource: Cowen and Company; Devan ChemicalTilray And ABG Sign PartnershipPrivately held Authentic Brands Group (ABG) recently signed a deal with Tilray tocapitalize on the general wellness capabilities of CBD. ABG’s product portfolio includesathletic based names such as Muhammad Ali, Shaquille O’Neal, Dr. J, Nautica and Prince.The muscle recovery and wellness capabilities of CBD create branding opportunitieswithin these brands. CBD oil also has wellness characteristics beneficial for skin careproducts. ABG’s Nine West Brand will offer wellness products containing CBD poweredby Tilray.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.72COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 120 Nine West Products Powered By TilraySource: Cowen and Company; Sourcingjournal.comTilray will also gain exposure to ABG’s 150MM followers through its micro-influencernetwork, Winston. Tilray will have the ability to display its name on ABG cannabisproducts. Tilray will initially pay ABG $100MM and up to $250MM in cash in stock. Inreturn ABG will pay TLRY 49% of revenues from any cannabis products with any ABGbrand name, with a minimum of $10MM/year for 10 years, essentially guaranteeingTLRY will receive a return on its initial $100MM investment. This type of deal opens thedoor for CBD products to partner with IP ownership to expand brands and CBD usepartnerships.DSW And Green Growth BrandsGreen Growth Brands’ CBD infused Seventh Sense products, including foot creams andmuscle balms, will be sold at 96 DSW stores nationwide out of DSW’s 500-store base.As the sale of CBD wellness products become widely acceptable and stigma around onceillegal products subsides, opportunity should increase to move into other nationwideretailers. Under our coverage universe, Dick’s Sporting Goods may have the potential tooffer wellness products containing CBD. DKS has a total of 864 stores nationwide. IfDKS were to offer products in a similar percentage of stores as DSW, this would provide166 incremental distribution points for CBD wellness products.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 73COWENCOLLABORATIVE INSIGHTS February 25, 2019We Would Expect Starbucks To Be First Under Our Active Coverage ToPilot CBD Oil, Though Not In Near Term Plan (Charles)Under our active coverage, we would categorize Starbucks as the most forward thinkingwith beverage innovation relative to Dunkin’, Tim Hortons and McDonald’s McCafe.Starbucks has launched matcha and nitro cold brew on a widespread basis in recentyears, among other wellness-based offerings. During an interview with CNBC lastmonth, Starbucks CEO Kevin Johnson cited no plans to introduce CBD-based beveragesin the near term, but did not dismiss the notion of ultimately piloting the ingredient.Despite early traction with craft/independent coffee shops, regulators in several statesrecently banned CBD as an additive. The dynamics are fluid, likely delaying adoptionfrom major coffee players like Starbucks in the near term. That said, we acknowledge alonger-term opportunity if coffee shops are able to properly measure and disclose theCBD levels in their coffee, as bottled CBD beverages that disclose CBD oil levels inpackaging are not restricted under the current ban.Should the regulation of CBD oil as an additive to food/beverage change or craft/independent coffee shops find a way to comply with the existing regulation, we couldenvision Starbucks ultimately piloting the ingredient. We believe Starbucks would needto better understand the science behind the ingredient, in addition to the standardevaluation of any new SKU around supply chain availability as well as meetingStarbucks’ high speed of service standards. Furthermore, given Starbucks’ heavyreliance on the drive-thru business at more than 50% of sales and 80%+ of ongoingdevelopment, SBUX would need to gain clarity around potential liability this entailsaround selling cannabis-infused beverages before introduction. We note in 2010,Starbucks launched an Evenings program that sold beer and wine inside of participatingrestaurants. The initiative ultimately scaled to over 400 locations before the programwas terminated in 2017.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.74COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Any portion of this report prepared by amember of Cowen Washington ResearchGroup is intended as commentary onpolitical, economic or market conditionsand is not intended as a research report asdefined by applicable regulation.Regulatory Considerations For CBD (Assaraf – Washington ResearchGroup)2018 Farm BillThe Agricultural Improvement Act of 2018 (also known as the 2018 Farm Bill) wassigned into law by President Donald Trump on Dec. 20, 2018. The main CBD-relatedchanges in the law are that it: 1) declassifies industrial hemp as a Schedule I substanceunder the Controlled Substances Act, 2) shifts regulatory authority over hemp from theDrug Enforcement Administration to the Department of Agriculture, and 3) providesautonomy for states to regulate the industry.However, the 2018 Farm bill does not change the FDA's oversight authority over CBDproducts intended for human consumption. The statutory language emphasizes that"nothing in this subtitle shall affect or modify … the authority of the Commissioner ofFood and Drugs … under the Federal Food, Drug, and Cosmetic Act [FDCA] … topromulgate Federal regulations and guidelines that relate to the production of hemp.”FDA ImplicationsFDA Commissioner Scott Gottlieb issued a statement and FAQ immediately followingthe signing of the 2018 Farm Bill, essentially reminding CBD manufacturers of FDA’scontinued regulatory authority over CBD products.On the positive side, Gottlieb indicated that the FDA is open to engaging with industryplayers early to clarify uncertainty and to help develop a clear and consistent pathwayfor bringing legal CBD products to market. To that end, the FDA intends to hold a publicmeeting “in the near future” to gather stakeholder input on CBD products, including theperspectives of consumers and manufacturers. The FDA will use this meeting to informan “efficient regulatory framework for allowing product developers that meet therequirements under [FDA] authorities to lawfully market these types of products."On the other hand, Commissioner Gottlieb expressed concern over the proliferation ofCBD products making drug claims. According to Gottlieb, "the FDA requires a cannabisproduct (hemp-derived or otherwise) that is marketed with a claim of therapeuticbenefit, or with any other disease claim, to be approved by the FDA for its intended usebefore it may be introduced into interstate commerce. This is the same standard towhich we hold any product marketed as a drug for human or animal use. Cannabis andcannabis-derived products claiming in their marketing and promotional materials thatthey’re intended for use in the diagnosis, cure, mitigation, treatment, or prevention ofdiseases (such as cancer, Alzheimer’s disease, psychiatric disorders and diabetes) areconsidered new drugs or new animal drugs and must go through the FDA drug approvalprocess for human or animal use before they are marketed in the U.S."Even before the passage of the Farm Bill, the FDA has kept a close watch on certainhealth claims being made by CBD manufacturers. A simple web search on the FDA'swebsite turns up dozens of previous warning letters to CBD manufacturers making suchclaims (see below for links to FDA warning letters). According to Gottlieb, “the FDA willcontinue to evaluate and take action against products that are being unlawfullymarketed and create risks for consumers.”This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.In his statement, Gottlieb also presented the following warning for CBD additives tofood and beverages:"Additionally, it’s unlawful under the FD&C Act to introduce food containing added CBDor THC into interstate commerce, or to market CBD or THC products as, or in, dietaryCOWEN.COM 75COWENCOLLABORATIVE INSIGHTS February 25, 2019supplements, regardless of whether the substances are hemp-derived. This is becauseboth CBD and THC are active ingredients in FDA-approved drugs and were the subjectof substantial clinical investigations before they were marketed as foods or dietarysupplements. Under the FD&C Act, it’s illegal to introduce drug ingredients like theseinto the food supply, or to market them as dietary supplements. This is a requirementthat we apply across the board to food products that contain substances that are activeingredients in any drug."In response to Gottlieb’s statement, Sens. Ron Wyden (D-Ore.) and Jeff Merkley (D-Ore.)sent a letter to the FDA on Jan. 15 urging the agency to update federal regulationsgoverning the use and interstate sale of certain hemp-derived ingredients in food,beverages or dietary supplements. The two senators, who authored the 2018 Farm Bill’sHemp Farming Act provision, indicated that it was “Congress’ intent to ensure that bothU.S. producers and consumers have access to a full range of hemp-derived products,including hemp-derived cannabinoids.” They requested feedback from FDA within 30days on the agency’s specific plans regarding implementation of the 2018 Farm Bill.Sample Of FDA Warning Letters On CBD Products:https://www.fda.gov/ICECI/EnforcementActions/WarningLetters/ucm616278.htmhttps://www.fda.gov/ICECI/EnforcementActions/WarningLetters/2017/ucm583192.htmhttps://www.fda.gov/ICECI/EnforcementActions/WarningLetters/2017/ucm583197.htmNotable State-Level EventsCaliforniaCalifornia has historically been more aligned with the FDA’s stance that industrial hempderivedCBD cannot be used in food or dietary supplements. However, that state doespermit the sale of food products with cannabis-derived CBD in licensed dispensaries.The Food and Drug Branch of California Department of Public Health (CDPH) issued anupdated FAQ on CBD in food products in July 2018 indicating that its definition of “food”does not include cannabis products like edibles, which are legal in California. CDPH alsotechnically bans the sale of CBD oil outside of licensed cannabis retailers, though it isn’talways enforced.Separately, California Governor Jerry Brown signed a law in late September 2018(Assembly Bill 2914) that bans the addition of CBD or THC to any cocktail at a publicestablishment. The new law “prohibit[s] an alcoholic beverage licensee from, at itslicensed premises, selling, offering, or providing cannabis or cannabis products, includingan alcoholic beverage that contains cannabis or cannabis products, and would providethat no alcoholic beverage shall be manufactured, sold, or offered for sale if it containstetrahydrocannabinol or cannabinoids, regardless of source.”This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.76COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019MaineDespite being one of 10 states to legalize marijuana for recreational use, health officialsin Maine recently ordered businesses in the state to remove CBD-infused edibles fromstore shelves according to an article in the Portland Press Herald. Similar to California,the Maine Department of Health and Human Services appears to be following the FDA’slead in determining that CBD is an unapproved food additive.State health inspectors in Maine have reportedly told businesses to remove “all foods,tinctures and capsules” containing CBD from their shelves; however, business ownerscan still sell “CBD products that can be smoked, vaped, worn as a patch or applied as alotion, and all medical marijuana patients can still buy oral CBDs from licensedcaregivers or dispensaries.”New YorkIn response to the 2018 Farm Bill, the New York State Department of Agriculture andMarkets issued a FAQ dated Dec. 18, 2018 on the manufacture and sale of hempderivedCBD products. The department indicates that its current guidance is subject tochange and that it will likely be issuing additional regulations as the industry evolves.The FAQ suggests that New York will allow the sale of CBD products sold as a topical ordietary supplement (pill or tincture), the latter of which runs counter to FDA’s currentposition. However, the guidance appears to restrict CBD products for vaping/inhalation.Additionally, New York will require licensure and prior written approval to produce andsell certain food and beverages under the New York State Industrial Hemp ResearchPilot Program. Licensees under the program can sell products that are “(1) listed in yourResearch Plan and (2) produced in a facility meeting dietary-supplement GMP standardsand (3) properly labeled and packaged for sale pursuant to FDA regulations for dietarysupplements, and (4) in compliance with all provisions of the Research PartnerAgreement.”Otherwise, New York will restrict the manufacture and sale of ready-to-eat food andbeverage products with added CBD infusions or CBD extracts and lists products such as“CBD chocolate syrup, CBD soda, and CBD-infused frosting drizzled cookies.” In earlyFebruary, the New York Times reported that the New York Department of Health andMental Hygiene was beginning to more aggressively enforce this restriction in New YorkCity restaurants and eateries.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.North CarolinaThe North Carolina Department of Agriculture and Consumer Services recentlyannounced its intent to issue warning letters to manufacturers and retailers who sellproducts containing CBD oil in the state. According to a Feb 8 press release, NorthCarolina will follow current federal laws, meaning that “CBD cannot legally be added toany human food or animal feed that is for sale,” as CBD is the active ingredient in anFDA-approved therapy and cannot be considered a dietary supplement.North Carolina intends to take an “educate before regulate stance with industry,”according to the release. However, the state will “reserve the right to be more assertive”to ensure consumer health and safety, likely meaning product embargoes and seizures.COWEN.COM 77COWENCOLLABORATIVE INSIGHTS February 25, 2019OhioState and local health officials in Ohio have also begun cracking down on retailers sellingCBD products, according to a recent report from the Cincinnati Enquirer. The OhioDepartment of Agriculture is reportedly ordering the “embargo” of products containingCBD, which has forced some businesses to remove products from store shelves.Like most states, Ohio has not yet set up regulations for hemp, which the 2018 Farm Billrequires from each state before the manufacture and sale of certain hemp-derivedproducts. In the meantime, CBD sales are technically limited to one of the Ohio’s 56licensed dispensaries, under the state’s medical marijuana program.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.78COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Global CBD Landscape (Azer)International Drug Conventions (UN)There are three international conventions that are core to the drug control system: (1)1961 Single Convention on Narcotic Drugs, (2) 1971 Single Convention on PsychotropicSubstances and (3) 1988 Single Convention Against Illicit Traffic in Narcotic Drugs andPsychoactive Substances.Under the 1961 Convention, cannabis extracts and tinctures are currently classified asSchedule I substances based on high abuse and dependence potential. Resin and herbalcannabis are classified as Schedule IV, the most prohibitive category, includingdangerous substances that have little to no medical benefits. THC is classified as aSchedule II substance in the 1971 Convention. CBD does not currently have its ownscheduled class in the Conventions. Based on recent recommendations from the WorldHealth Organization (WHO), these classifications are likely to change in the short term.Although the cannabis plant, as a whole, is scheduled under the conventions, there is nota distinct separation between marijuana and hemp at the moment. However, there is anexemption in the conventions for industrial uses of hemp, permitted there is nopotential for abuse. The language in the treaties is vague and has allowed memberstates to interpret the conventions in a way that permits the use of hemp to fit theirnational legislation. This is a principle based on the practice of “good faith.”Cannabis Recommendations (WHO)Beginning in November 2017, CBD was subject to its first pre-critical review conductedby the WHO at the 39th meeting of the Expert Committee on Drug Dependence (ECDD).Following the critical review of CBD at the ECDD’s 40th meeting, it was recommendedthat “pure CBD should not be scheduled in the International Drug Control Conventions.”Further clarifications were recently added outlining that CBD preparations containingless than 0.2% THC should be removed from the drug conventions. The clarification doesnot specifically mention the difference between CBD preparations derived from hemp ormarijuana. This outcome is based on expert consultations that found that CBD has nopotential for abuse or dependence. CBD will be the first cannabinoid not controlledunder international law.The WHO also recommended that THC be removed from the 1971 Convention and listedunder Schedule I. Similarly, it recommended that herbal cannabis and resin remainunder Schedule I and removed from Schedule IV of the 1961 Convention. Extracts andtinctures were also recommended to be removed from Schedule I. This marks a historicdecision because this was the first time cannabis has ever been subject to a criticalreview conducted by the WHO.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.In March 2019, the Commission on Narcotic Drugs, comprised of 53 countries, will voteon the WHO’s recommendations to schedule substances. A simple majority is required.However, it is uncertain whether the member states will vote on cannabis and itsderivatives since the WHO delayed the announcement of the recommendation by twomonths. This may postpone the vote until 2020.When the vote is passed to remove pure CBD and CBD preparations, countries thatpermit the use of pure CBD and preparations of CBD will not be in violation of anyinternational treaties. Although countries would no longer be obliged to enforce anycontrol on CBD, national jurisdictions may still implement measures to regulate orprohibit CBD use.COWEN.COM 79COWENCOLLABORATIVE INSIGHTS February 25, 2019European LandscapeEuropean Parliament ResolutionIn February 2019, the European Parliament passed a significant resolution to createharmonized policies and standardized practices for medical cannabis products in the EU.The Parliament stressed the importance of conducting clinical trials, which requires aformal assessment of socio-economic and regulatory barriers that have prohibitedaccess to research in the past. This is not a legislative, binding resolution; the EuropeanCommission will need to consider a regulatory framework that permits access andavailability to cannabis medicine, therapies and scientific studies.The European Parliament explicitly stated support for the WHO’s recommendations toinstitutionalize the medical and scientific uses of cannabis. Having these twointernational institutions aligned on standardizing medical cannabis policies willfacilitate support for interstate agreements and trade, and paves way for rapidlegislative change and growth.EU Standards And RegulationsThere is not a supranational regulatory framework for cannabis in the EU. However,general standards, such as Good Manufacturing Practice (GMP), Good Agricultural andCollection Practice and Good Distribution Practice, are now significant for cannabiscompliance. Licenses and authorization must be obtained for certification. This isespecially required for pharmaceutical grade cannabis, which is why many Canadian LPscan export to Europe and made investments to build GMP-certified facilities. Althoughnot necessary for non-prescribed cannabis, products with GMP-certification havetrusted quality recognition across the EU.In the EU, the legal limit for THC content is less than 0.2%, in comparison to NorthAmerica where it is less than 0.3% THC. There are some disparities across the continentwith higher margins in Italy (up to 0.6%) and various import requirements country tocountry. Outside of the EU, Switzerland permits up to 1% THC content, which is treatedas a tobacco substitute.EU Novel FoodRecently, CBD has been added to the European Union’s (EU) Novel Food Catalogue.Foodstuff may be supplements, ingredients or other substance forms. A “novel” food is aproduct not previously consumed in the EU, to a significant degree, prior to May 15,1997, such as for example, foods that enter the market through new technology oragricultural products normally consumed and grown outside of the EU (e.g. chia seeds,vitamin K, UV treated food).This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Amendments to the Catalogue occur frequently and provide a regulatory framework forEU Member States (MS) to follow. Some MS (i.e. UK, France, Germany, Italy, andHolland) requested to update the catalogue with CBD and hemp-derived products. TheEuropean Food Safety Authority (EFSA) is now conducting a risk assessment for CBD.This categorization includes pure CBD extracts and products that contain CBD extracts.The EFSA’s assessment is limited to a daily intake of 130 milligrams. The outcome of thereview is expected in March 2019. By October 2019, the European Commission willrelease a draft act to authorize CBD in the updated Catalogue.While the EFSA assesses CBD, some countries have already banned the sale of CBD andremoved product from the shelves (e.g. France, Austria). MS may have their nationalfood or health agencies provide further guidance for CBD products and preparations.Obtaining authorization for CBD and hemp-derived products (e.g. tinctures, edibles,80COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019beverages) will be imperative. This regulatory framework does not affect skincare,cosmetics or topicals with CBD or hemp ingredients.EuropeUKThe UK legalized prescription based medical cannabis in November 2018. Medicalcannabis treatments that are advertised with specific medical claims must obtainauthorization from the Medicines and Healthcare Regulatory Agency (MHRA). Currently,licensed medical cannabis products are Sativex, Dronabinol and Nabilone. Epidiolex,medical grade pure CBD produced by British pharmaceutical company, GWPharmaceuticals, is undergoing the licensing process. “Unlicensed” products may be ableto be obtained, such as products from Tilray or Bedrocan, under special circumstanceswhich are unmet by other licensed products. Canopy and Aurora announced at thebeginning of 2019 that it plans to export to the UK later this year. Despite changes inlegality, the number of patients who have been prescribed medical cannabis treatmentsis quite limited.While pharmaceutical grade products are difficult to obtain, CBD products are widelyavailable across the UK. Pure CBD is not a controlled substance under the Misuse ofDrugs Act 1971. Therefore, as long as CBD products are not authorized by the MHRA,medical claims on labeling and packaging cannot be made. There are also no enforcedregulations for testing or packaging. These loopholes in the legislation have led to anincreasing number of CBD products marketed as health supplements or wellnessproducts. Due to the growing trend, CBD products have been widely available across theUK, primarily sold in boutique shops, cafes, health stores and online. Holland andBarrett, a health foods store, was the first High Street store to carry CBD products in2017. Other mainstream outlets now sell hemp-based beauty products, CBD tinctures,edibles, vapes, e-liquids and other forms of the substance. A handful of restaurants alsooffer CBD cocktails or hot drinks, and the number of kitchens and chefs using cannabisbasedproducts is increasing across the country.However, in January 2019, the UK Food Standards Agency (FSA) announced that itplans to conduct an investigation of CBD products for consumer safety. It is expectedthat the FSA will later provide requirements for authorization. This may take up to 18months. Although enforcement is unclear at the moment, some CBD products havealready been removed from the shelves. Since the FSA’s assessment does not apply tocosmetics or skincare products with CBD, some CBD companies have expressed interestin launching beauty products now.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.A license is required in order to cultivate hemp in the UK. There are restrictions onwhere the farm can be located that must be approved by the Home Office. Manycompanies still struggle to secure banking and payment options for their hemp-relatedbusinesses. A lobbying group, the British Hemp Association, was formed to educate andpush for legislative changes, such as whole plant processing and financial support. Dueto barriers of entry, the number of hemp farmlands is small, around 810 hectares.ItalyMedical cannabis has been legal in Italy since 2013, yet access and supply remainedrestricted for years. In 2017, the Military Chemical and Pharmaceutical Plant (MCPP)received a license to cultivate medical cannabis, which supplemented the importedsupply from the Netherlands (i.e. from Bedrocan). The MCPP cultivates a medicalcannabis product, FM2, that contains 5-8% THC and 7.5-12% CBD. A high THC product(FM1) and a CBD product (FM0) will soon be available. The MCPP only produces 100-150COWEN.COM 81COWENCOLLABORATIVE INSIGHTS February 25, 2019kg per year, which has led to a shortage of supply. In 2018, an import license wasgranted to Canadian licensed producer (LP), Aurora, for 100 kg of medical cannabis peryear to help meet the demand.Italy has a rich history of hemp cultivation and it used to be one of the main producers inthe world prior to prohibition of the plant. The market opened up in 2016 when thegovernment announced that a license to cultivate hemp for industrial, food, cosmeticand energy purposes was no longer required. Whereas the rest of the EU requires THCcontent to be below 0.2%, Italy permits a margin of up to 0.6%.Based on the license exemption, many companies started producing and selling highCBD, low THC referred to as “cannabis light.” Cannabis light products must state that theproduct is not for human consumption; however, once a person purchases the productthe use is essentially up to their own discretion. These products are legally sold andbranded as “collectors’ items.” Since it is a “collectors’ item,” imported “cannabis light”products are not taxed. However, it is necessary to have proper test and analytics whencrossing the border to guarantee the product passes customs.One of the first “cannabis light” companies, EasyJoint Project, launched in 2017 and issold in hemp specialist shops. There are now around 1,000 e-commerce sites and otherretail stores that sell CBD oil, capsules, CBD for pets, dried flower, vapes and cosmetics.Legally, the Health Ministry must approve products, yet this is not frequently enforced.Foreign companies have invested in land over the last couple of years, including publicCanadian companies Wayland, LGC Capital, Canopy and CROP. In 2018, Waylandentered a JV with CBD Italian Factory S.S. with plans to supply the local market withCBD for medical, therapeutic and veterinary purposes. LGC Capital entered anagreement with EasyJoint to acquire 47% of the company to gain access to the local“cannabis light” companies’ 415 retail outlets and 11 branded stores. In February 2019,Canopy made an investment in Italian organic hemp producer and CBD extractor,Canapar Corp. CROP, a Canadian holdings company, acquired 30% of Italian company,Zhemplar, to cultivate and extract low THC, high CBD products, under a white labelbrand, Tiffany CBD and Hempire Italia. The company also has exclusive rights with YieldGrowth Corp to over 55 wellness products that can be infused with CBD.SwitzerlandSwitzerland is recognized for its progressive drug policies and evidence basedapproaches. Medical cannabis has been regulated since 2008 and continued to openwith regulatory changes in 2017. The number of patients is relatively small, at around3,000 people. Prior to June 2018, it was not possible to obtain pharmaceutical gradepure CBD for medical purposes. That changed once the Food and Drug Administration inthe U.S. approved Epidiolex; subsequently, the Swiss law changed, too. Pharmacies cannow prepare magistral formulas for CBD for patients who meet certain conditionsThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Although cannabis is controlled under the Narcotics Act, CBD is not included in thatlegislation. The country permits 1% THC to be cultivated, produced and used, which isregulated as a tobacco substitute. These products (e.g. pre-rolled joints, dried flower,and cannabis cigarettes) are regulated under the Tobacco Ordinance and can bepurchased in supermarkets, specialty shops, kiosks and cafes. The first cannabiscigarette was available for purchase in 2017. These products are predominantlyconsumed by affluent businesspeople during breaks at work or the end of the day.The Federal Office of Public Health (FOPH) provides regulatory oversight for tobaccoand CBD products. Registration with the FOPH is required for tobacco substitutes to82COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019guarantee quality control and compliance. However, this is practiced under “selfsupervision”requiring the company to register products prior to market placement. Inrecent years, the FOPH has been removing CBD products from storefronts due to lack ofself-compliance, transparency and false claims.Swiss law also permits CBD to be used in pure or synthesized form for cosmeticproducts. The Federal Food Safety and Veterinary Office regulates cosmetic products aswell as products that contain hemp-derived ingredients and CBD liquids for e-cigarettes.None of these products can make any pharmacological claims. The Federal Office forAgriculture regulates hemp seeds, oil, fiber, etc, and seeds must be certified and listedunder the European Union’s Common Catalogue of Varieties.From 2017 to 2018 there was an influx in the number of cannabis companies inSwitzerland, leveling off from around 500 companies to around 100 companies. Whilemany are supplying the local market, a number of companies are exploring andexporting to neighboring markets (e.g. Italy, France, Germany). Beyond theirgeographical advantage, Switzerland also is recognized for its quality and sophisticatedpharmaceutical sector.At the end of 2018, LGC Capital entered a partnership with Viridi, a Swiss cultivator,processor and distributor of high-CBD products. Wayland acquired Haxon AG, a Swisshemp producer of 1% THC products. Creso Pharma Limited entered into an agreementwith Hempmate Zurich AG for further expansion into the European CBD market.FranceMedical cannabis has been legal in France since 2013 and Marinol has been the onlyproduct prescribed. In 2018, the ANSM launched an investigation to explore scientificdata for therapeutic uses of the plants, type of eligible conditions and considerregulatory frameworks in other legal medical markets. An initial recommendation foundthat legal medical cannabis should be authorized and final recommendations areexpected to be released by September 2019. Aurora has already announced plans toexpand into France by investing in infrastructure prior to the market opening.France is the leading hemp cultivator and processor in Europe, and the global leader inhemp seed production. In 2016, there was a total of 33,000 hectares growing hemp.Stalks and seeds can be processed, yet buds cannot be legally processed, unless formedical purposes. Synthetics are permitted for use. The country permits the cultivationof 20 strains, approved by the EU. There is one company, Hemp-it, that has received alicense to grow different varieties.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Despite its leading position in hemp production, the French government has crackeddown on the sale of hemp-derived products and CBD sold in stores, cafes and seedshops, as a response to public health and safety. Over the past few months, the Ministryof Social Affairs and Health and National Agency for the Safety of Medicines and Healthproducts (ANSM) have been conducting a review on the uses and authorizationsrequired for CBD. There are a number of CBD and hemp-derived skincare and cosmeticcompanies that sell lotions, cremes, pain balms, beard oils, etc. France’s extensivehistory in the cosmetics industry positions the country well for CBD skincare.COWEN.COM 83COWENCOLLABORATIVE INSIGHTS February 25, 2019Latin American LandscapeChileMedical cannabis has been legal in Chile since 2017 following a pilot program conductingscientific research that began in 2014. A consortium of non-for-profit organizations,most notably the Daya Foundation, ran this program. They treated over 1,000 patientsin the first year of operations. Following the regulatory change in 2017, importedmedical cannabis products were available from pharmacies.Product authorization and cultivation licenses are required to grow and distributemedical cannabis products in country. The Agricultural and Livestock Service of Chilegoverns these licenses. Chile also permits home-grow, which is popular in the countryand the region.Dayacann (part of Daya Foundation) was the first company to receive a license tocultivate medical cannabis in Chile. Khiron Life Sciences entered an MOU with Dayacannin January 2019 to further expand into the Chilean market of around 1.8 millionpatients. In 2018, Tilray entered a partnership with Alef Biotechnology (now Tilray LatinAmerica) for distribution in Chile and Brazil, and recently received a license to cultivateand process medical cannabis products. Two Tilray products, T100 and TC100 wereapproved for prescription in 2016. Canopy Growth’s Spectrum Cannabis Chile is alsooperating in Santiago focused on medical research and patient outreach.Hemp production has been part of Chile’s history, dating back to the 1500s, and hasremained legal. There have been provisions in Chilean law to differentiate betweencannabis and hemp. Despite its legality, there are not many hemp farms in the country.Chile hosts Expoweed, a hemp trade show, that is Latin America’s biggest hemp event.With the land and history, the country has positioned itself for growth as demand forhemp-based products increase.ColombiaColombia is becoming a Latin American hub for cannabis cultivation due to favorableclimate and cost of production. The country permits exports of extracts only, with theexception of small quantities of dried flower that are exported for scientific reasons.Only permitting extracts for export is strategic to have traceability from seed to harvestand production. This is in order to curb organized crime and money laundering related tothe country’s history of drug trafficking. There have been trade agreements establishedbetween the EU and Canada in order to facilitate exportation of extracts.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.The governments passed legislation for medical use in 2015, which was formallyimplemented in 2016, and a framework for medical cannabis cultivation was establishedin 2017. The country issues four types of licenses: 1. Cannabis Seeds (for scientificpurposes) 2. Cultivation (psychoactive cannabis) 3. Manufacturing (cannabis derivatives)4. Cultivation (non-psychoactive cannabis). Another license is required to export. CleverLeaves became the first Colombian company in February 2019 to export medicalcannabis to Canada.Many Canadian LPs have opened operations in Colombia, including Canopy, Aurora,Plena Global, Khiron Life Sciences, Blueberries Medical Corp, Pharmacielo and Wayland.Some of these companies are focused on cultivating strains for CBD. Pure HarvestCannabis Producers recently entered a JV for land in Colombia to produce CBD fromhemp and cannabis. Pharmacielo also secured a proprietary license to cultivate 10strains, some CBD and some THC dominant. The company registered their seeds, whichis now required following an amnesty period for seed genetics that ended December 31,84COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 20192018. Organto received a license to produce high-CBD strains and Foulimed intends tocultivate 70 tones of hemp and cannabis for medical purposes. Colombia enjoys anadvantageous climate for cultivating cannabis at a low cost for production, which hasattracted interest from many foreign companies.MexicoMedical cannabis has been regulated in Mexico since 2017. This regulatory changefollowed a favorable Supreme Court ruling for a young girl who treated her Lennox-Gastaut syndrome with CBD oil in 2015. It is permitted to have medical cannabisproducts with up to 1% THC content and these products are regulated by the HealthMinistry. Aurora (through their subsidiary Farmacias Magistrales) recently received alicense to import medical cannabis products containing over 1% THC. Pharamacielorecently announced a JV with Mexican pharmaceutical company MINO Labs S.A. de C.V.to distribute medical cannabis domestically.Mexico is the second largest hemp producer in Latin America. The law changed in 2017to permit the cultivation and processing of industrial hemp. In November 2018, thegovernment released a list of 38 OTC products – 21 food supplements, 9 cosmetics, 6edibles or beverages, 2 raw material – that have been approved for sale in the country.Seven companies received authorization for these products, which includes 2 American,4 Mexican and 1 Spanish company. These products must contain no more than 1% THC.Products can be purchased through retail stores and e-commerce sites. The regulatoryagency authorizing these products is the Mexican Federal Commission for ProtectionAgainst Sanitary Risks.Mexico has announced plans to legalize cannabis for adult-use purposes in 2019, whichwould significantly change the shape of the market opportunities. The country wouldbecome the third in the world to implement a nationwide policy to legalize cannabis forall purposes. In the proposed legislation there would include six types of cultivationlicenses – 1. Personal, 2. Scientific, 3. Therapeutic, 4. Recreational, 5. Pharmaceuticaland 6. Industrial – five manufacturing licenses – 1. Personal, 2. Therapeutic, 3.Pharmaceutical, 4. Recreational and 5. Industrial – and three distribution licenses – 1.Therapeutic, 2. Pharmaceutical and 3. Industrial. These considerations are still pending.While this will bring many changes to the regulatory framework, home-grow has beenlegal for personal use since 2015.Former President Vicente Fox has become a public figure in the cannabis industry byaccepting a position at Khiron Life Sciences, one of the leading Latin Americanproducers. The company launched a nutraceutical line, Kuida Life Mexico S.A., at the endof 2018. They receive approval to import CBD-based supplement products for sleep,digestion and muscle recovery. Khiron also entered a JV with American edibles companyDixie Brands for distribution in the Latin American market.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.UruguayUruguay was the first country in the world to legalize cannabis for all purposesnationwide in 2017. However, medical cannabis has been regulated in the country since2013 and an industrial hemp program has been implemented since 2010. The Institutionof Regulation and Control of Cannabis provides regulatory oversight for the medicalmarket.There are two licensed producers in Uruguay, and thus, the market has not opened tomany foreign entities. This has led to a shortage of supply for the domestic market.Addressing supply issues, the country announced plans to rework the framework topermit more imports and opened applications for up to five more licenses.COWEN.COM 85COWENCOLLABORATIVE INSIGHTS February 25, 2019The current licensed companies have already entered agreements with publicly tradedcannabis companies. In 2018, Aurora acquired Uruguayan fully licensed ICC Labs Inc.(ICC) that operates a GMP-certified lab facility, indoor and outdoor grow operations anddistributes CBD-based products under the brand BIDIOL. In January 2019, Khironacquired NettaGrowth International Inc., which gives the company access to one of thetwo currently held medical cannabis licenses in Uruguay.The amount of land cultivating hemp increased since 2016 but it not at the commercialscale yet. There are intentions to grow hemp in order to extract CBD for pharmaceuticaland nutraceutical uses. Although cultivation of CBD with less than 1% THC is permitted,it is relatively difficult to access CBD products in Uruguay at the moment. In 2018, AuxlyCannabis Group acquired Uruguayan hemp cultivator and extractor Inverell S.A. withplans to develop and distribute CBD products.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.86COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Additional Applications / Implications (Nadeau & Osborne)Epilepsy & Psychiatric Conditions (Nadeau)For companies willing to invest in research and manufacturing, the development of FDAapprovedcannabinoid-based drugs provides another path to market. GW’s Epidiolex(highly potent, pure CBD) was approved by the FDA in 2018, and several othercompanies are dedicating resources to conducting the pre-clinical and clinical researchnecessary to follow in GW’s footsteps. These companies are developing cannabinoidsthat differ by route of administration (oral capsule, oromucosal spray, sublingual pill,aerosol, topical cream, etc), formulation (level of purification, bioavailability,concentration), and dosing strategy (single agent or in combination). Below wesummarize the clinical trial data from GW’s Epidiolex in epilepsy and psychiatricindications, and Zynerba’s transdermal CBD gel ZYN002 in Fragile X syndrome.GW conducted a broad Phase III program for Epidiolex in epilepsy, consisting of twoPhase III trials in Dravet, two Phase III trials in Lennox-Gastaut syndrome (LGS), a PhaseIII trial in tuberous sclerosis complex, and a Phase II/III trial in infantile spasms. The firstthree Phase III trials (one in Dravet and two in LGS) supported an NDA submission,leading to FDA approval in June 2018.The Phase III efficacy portion of the first Dravet trial randomized 120 patients to eitherEpidiolex (20 mg/kg/day, n=61), or placebo (n=59). Epidiolex was added to backgroundanti-epileptic drugs (AEDs). On average, patients were taking ~3 AEDS after previouslyhaving failed 4 or more. The average age of trial participants was 10 years and 30% ofpatients were less than 6 years of age. Patients entered the study with a medianbaseline convulsive seizure frequency of 13/month. The primary endpoint was the %change in monthly frequency of convulsive seizures during the 14-week treatmentperiod compared with the 4-week baseline between Epidiolex and placebo.On the trial's primary endpoint, Epidiolex achieved a highly statistically significantmedian reduction in monthly convulsive seizures of 39% compared with a reduction inplacebo patients of 13% (p=0.01). The difference between Epidiolex and placeboemerged during the first month of treatment and was maintained through the entiretyof the treatment period. Nine pre-specified sensitivity analyses of the primary endpointconfirmed the robustness of the primary endpoint result. These analyses dealt withstatistical elements such as the data’s normality, assumptions about discontinuations,and the time period over which the data were analyzed. A number of secondaryendpoints were also assessed (responder analysis, seizure types, global impression ofchange).This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Full data were presented at AES 2016. This presentation disclosed that during themaintenance period the reduction in seizure frequency was 41% for Epidiolex vs. 16%for placebo, p=0.0052. The median reduction in total seizures was 29% for Epidiolex vs.9% for placebo during the treatment period, and 37% for Epidiolex vs. 10% for placeboduring the maintenance period. There was a clear separation between Epidiolex andplacebo in a continuous response analysis of convulsive seizures across all reductions inconvulsive seizure frequency. In particular 43% of Epidiolex patients vs. 27% of patientstaking placebo had at least a 50% reduction in convulsive seizures. 62% of Epidiolexpatients vs. 35% of placebo patients were rated slightly improved, much improved, orvery much improved on the Caregiver Global Impression of Change (CGIC). It was notedthat three Epidiolex and no placebo patients achieved convulsive and total seizurefreedom during the treatment period. While the poster did not discuss the impact ofconcomitant clobazam on efficacy, it did note that "the effect of concomitant AEDs onefficacy will be explored in future pooled analyses."COWEN.COM 87COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 121 Efficacy Results From Epidiolex’s First Phase III Trial In Dravet SyndromeSource: GW Pharma, AES 2016The most common adverse events were reported to be somnolence (36% in patients onEpidiolex vs. 10% in placebo patients), diarrhea (31% vs. 10%), decreased appetite (28%vs. 5%), fatigue (20% vs. 3%), pyrexia (15% vs. 9%), and vomiting (15% vs. 5%).Importantly, there was no difference in the number of patients who experienced statusepilepticus between Epidiolex (n=4) and placebo (n=3). Increases in ALT or AST (>3xULN) occurred in 12 CBD and 1 placebo patient, all of whom were on concomitantvalproic acid. All elevations resolved. SAEs were seen in 10 Epidiolex patients vs. threeon placebo. Eight patients on Epidiolex discontinued treatment compared with onepatient on placebo, due to adverse events similar to those above, including three due toALT/AST elevations.Figure 122 Safety Data From Epidiolex’s First Phase III Trial In Dravet SyndromeThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Source: Cowen and CompanyIn 2015, GW initiated two Phase III trials in Lennox-Gastaut Syndrome. The first trialenrolled 171 patients, and the second enrolled 225. In the first LGS study, the patientswere randomized 1:1 to 20mg/kg or placebo while in the second, they were randomized1:1:1 to 20mg/kg Epidiolex, 10mg/kg Epidiolex, or placebo. The LGS trials assessed dropseizures (atonic, tonic, and tonic-clonic seizures that involve the entire body, trunk orhead that led or could have led to a fall, injury, slumping in a chair or hitting the patient’s88COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 123 1st LGS Phase 3 Trial DesignSource: GW Pharmahead on a surface). The primary efficacy endpoint of the trials was a comparisonbetween Epidiolex and placebo in the percentage change in the monthly frequency ofdrop seizures during the 14 week treatment period (including 2 weeks of doseescalation) compared to the 4 week baseline period. Following the completion of theblinded portion of the trial, all patients were eligible to receive Epidiolex in an open labelextension study.Figure 124 2nd LGS Phase 3 Trial Dose Ranging DesignSource: GW PharmaThe first Phase III trial, patients were on an average of three AEDs, and had previouslytried and failed an average of 6 other AEDs. Even on their baseline medications, thepatients were experiencing a median baseline drop seizure frequency of 74 per month.The average age of patients in the trial was 15 years, although 34% were 18 years orolder. On the primary endpoint, Epidiolex produced a median reduction in monthly dropseizures of 44% compared to a reduction of 22% in patients taking placebo (p=0.0135).Epidiolex reduced all seizures by 41% vs. a 14% reduction for placebo (p=0.0005), whilethe reduction in all seizures during the maintenance period was 45% for Epidiolex vs.15% for placebo (p=0.0004). Similar to the Dravet trial, there was a clear separationbetween Epidiolex and placebo on percent reduction in drop seizure frequency across allmagnitudes of reduction. In particular, 44% of Epidiolex patients had at least a 50%reduction in drop seizures, compared to 24% of patients taking placebo (p=0.0043). 58%of Epidiolex patients compared to 34% of placebo patients were rated as "slightlyimproved", "much improved" or "very much improved" on the Subject/Caregiver GlobalImpression of Change.Epidiolex appeared to be well tolerated in the trial. 86% of patients on Epdiolex had anadverse event, compared to 69% of placebo patients. The most common adverse eventswere diarrhea (19% of patients on Epidiolex vs. 8% of placebo patients), somnolence(15% vs. 9%), pyrexia (13% vs. 8%), decreased appetite (13% vs. 2%) and vomiting (11%vs. 17%). Again, there was no difference in the number of patients who experiencedstatus epilepticus between Epidiolex (n=1) and placebo (n=1). There was one death inthe Epidiolex group from acute respiratory distress syndrome, but it was not consideredtreatment related. Increases in ALT or AST (>3xULN) occurred in 20 CBD and 1 placebopatient, all of whom were on concomitant valproic acid. All elevations resolved.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.In September 2016, GW announced that Epidiolex's second Phase III pivotal trial(GWPCARE3) in the treatment of Lennox-Gastaut syndrome was also successful. Onaverage, patients were on 3 AEDs at baseline, having previously tried and failed a meanof 7 other AEDs (median=10). The median baseline drop seizure frequency was 85 perCOWEN.COM 89COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 125 GWPCARE3: Reduction In Drop Seizuresmonth and the average age of patients in the trial was 16 yrs, although 30% were 18 yrsor older. On the primary endpoint, 20 mg/kg Epidiolex produced a median reduction inmonthly drop seizures of 42% compared to a reduction of 17% in patients takingplacebo, p=0.0047. There was also a suggestion of a dose response in the data, with thelower 10 mg/kg/day dose of Epidiolex producing a median reduction in monthly dropseizures of 37%, p=0.0016. In both dose groups the difference between Epidiolex andplacebo emerged during the first month of treatment and was sustained during theentire treatment period. GW disclosed that the trial's secondary endpoints, and a seriesof sensitivity analyses, confirmed the robustness of the results. Similar to Epidiolex'sother Phase III studies, although patients on clobazam (51%) had some additionalbenefit, GW indicated that Epidiolex also showed efficacy in patients not on clobazam.Figure 126 GWPCARE3: Responder AnalysisSource: GW Pharma, AAN 2017 Source: GW Pharma, AAN 2017Additional data were presented at AAN 2017. Included in this presentation were severalof the trial's secondary endpoints and a series of sensitivity analyses. All of theseconfirmed the robustness of the results. For example, the proportion of patients with a>50% reduction in seizure frequency was 40% for 20 mg/kg Epidiolex (p<0.001), 36% for10 mg/kg Epidiolex (p<0.01), and 15% for placebo. The proportion of patients with a>75% reduction in seizure frequency was 25% for 20 mg/kg Epidiolex (p<0.01), 11% for10 mg/kg (p<0.05) Epidiolex, and 3% for placebo. The proportion of patients whoachieved seizure freedom was 7% for 20 mg/kg Epidiolex, 4% for 10 mg/kg Epidiolex,and 1% for placebo.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Figure 127 GWPCARE3: SafetySource: GW Pharma, AAN 201790COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Epidiolex appeared to be well tolerated in the trial. 94% of patients on 20 mg/kgEpdiolex and 84% of patients on 10 mg/kg Epidiolex had an adverse event, compared to72% of placebo patients. 88% of 20 mg/kg patients and 89% of 10 mg/kg patientsdeemed their adverse events to be mild or moderate. The most common AEs on 20mg/kg were somnolence, decreased appetite, diarrhea, upper respiratory infection,pyrexia, vomiting and nasopharyngitis. For 10mg/kg the most common AEs weresomnolence, decreased appetite, upper respiratory infection, diarrhea, and statusepilepticus. None of the cases of status epilepticus on 10 mg/kg were deemedtreatment-related. Thirteen patients on 20 mg/kg Epidiolex had an SAE, of which fivewere considered treatment related; and 13 patients on 10 mg/kg Epidiolex had an SAE,of which 2 were considered treatment related, compared to 8 patients on placebo.Elevations in ALT/AST levels were observed in 11 patients in the 20mg/kg group and 2patients in the 10mg/kg group; 10 of the 13 patients were also on valproic acid. FiveEpidiolex patients withdrew due to the elevations, but none of the patients met thecriteria for drug-induced liver injury. GW noted that overall 10 mg/kg seemed to besomewhat better tolerated; 6 patients on 20 mg/kg Epidiolex and 1 patient on 10mg/kg Epidiolex discontinued treatment due to adverse events, compared with 1patient on placebo. There were no deaths in the trial. The results of the trial werepublished in NEJM in May 2018.Following the release of Phase III datasets from 1 Dravet and 2 LGS trials, a key area ofcontroversy among investors (though not physicians) had been the drug-druginteraction between Epidiolex and clobazam, and in particular whether Epidiolex waseffective in patients who were not also taking clobazam. This was put to rest at AES2017 when GW presented a pooled analysis of the two Phase III LGS trials evaluatingEpidiolex’s efficacy with and without concomitant clobazam. Even without clobazam,Epidiolex produced solid placebo-adjusted response rates. Response was characterizedin terms of “25% responders”, “50% responders”, and “75% responders”, meaning theproportion of patients who had a 25%, 50%, or 75% decrease in seizure frequency. Forpatients randomized to Epidiolex’s 20mg/kg dose, the placebo-adjusted 50% responserate was 22% for patients on Epidiolex without clobazam, compared to 33% for patientson Epidiolex and clobazam. We believe that investors had been hoping for a 12-15%placebo-adjusted 50% response rate for patients on Epidiolex without clobazam in orderto be satisfied that Epidiolex was active without clobazam, and therefore the resultscleared this bar. For patients randomized to 10 mg/kg Epidiolex, the placebo-adjusted50% response rate was 25% for patients on Epidiolex without clobazam, compared to27% for patients on Epidiolex with clobazam. The results for other thresholds of seizurefrequency reduction were also generally solid. For 25% responders, the placeboadjustedresponse rate was 9% for patients on 20 mg/kg Epidiolex without clobazam,compared to 24% for patients on 20mg/kg Epidiolex with clobazam. At the 75%responder threshold, the placebo adjusted response rate was 8% for patients on20mg/kg Epidiolex without clobazam, compared to 30% for patients on 20mg/kgEpidiolex with clobazam. In addition to the pooled Phase III data, there were alsoabstracts from the compassionate use experience of Massachusetts General Hospitaland the University of Alabama Birmingham. The analyses from these two institutionsalso concluded that Epidiolex does not need to be combined with clobazam to beeffective.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 91COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 128 Pooled LGS % Seizure Reduction: 10mg/kg Epidiolex vs.PlaceboSource: GW Pharma, AES 2017 Source: GW Pharma, AES 2017Figure 129 Pooled LGS % Seizure Reduction: 20mg/kg Epidiolex vs.PlaceboGW has also studied CBD in psychiatric indications. Results from an exploratory study ofCBD (GWP42003) in schizophrenia were released in September 2015. The trial was aPhase IIa 6 week, placebo-controlled exploratory trial in 88 patients with schizophreniarefractory to first line anti-psychotic medications. To be enrolled, patients must havebeen treated for a minimum of four weeks on a first line anti-psychotic medication andstill have a PANSS total score in excess of 60. CBD was administered as adjunct therapyon a background of antipsychotic medication. The trial did not have a primary endpoint,but rather a number of exploratory endpoints.CBD consistently demonstrated superiority to placebo, suggesting that CBD may havesubstantial anti-psychotic effects. CBD produced statistically significant benefitscompared to placebo on the PANSS positive sub-scale (p=0.018), the Clinical GlobalImpression of Severity (p=0.04) and Clinical Global Impression of Improvement (p=0.02).The proportion of responders (improvement in PANSS Total score > 20%) was higher onCBD than placebo (p=0.07), with an Odds Ratio of 2.65. Moreover, CBD trended superiorto placebo (p=0.07) on sub-domains of the PANSS that were particularly relevant tocognition in people with schizophrenia. The Scale for Assessment of Negative Symptomsshowed a trend in favor of CBD, and reached statistical significance in patients takingCBD together with a leading first line anti-psychotic medication. The rest of theexploratory endpoints, many of which were other scales measuring functionality andcognition in schizophrenia patients, also trended in favor of CBD.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Even in the context of schizophrenia, CBD produced a clean safety profile, with noserious adverse events and a balanced incidence of adverse events compared toplacebo. The most common adverse events were diarrhea (9.3% CBD vs. 4.4% placebo),nausea (7% CBD vs. 0% placebo), headache (7% CBD vs. 8.9% placebo) and somnolence(0% CBD vs. 6.7% placebo). There were two withdrawals from the study due totreatment-related adverse events, one each for CBD and placebo.CBD's activity in schizophrenia is supported by pre-clinical data in animal models, as wellas by a recent study published in The Journal of Clinical Investigations (2012) whichsuggested CBD may be useful as either monotherapy or in combination with first lineanti-psychotic agents. Nonetheless, while the p-values suggest that CBD has activity, itspotency is difficult to judge without knowing the effect sizes. Therefore, additional datafrom this and subsequent studies will be necessary to fully understand the potential ofCBD in schizophrenia. GW Pharma has indicated that it intends to pursue CBD's futuredevelopment in pediatric orphan neuropsychiatric indications.92COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 130 ZYN002 Produced Reductions In ADAMS At 12 Weeks…Source: ZynerbaGW’s platform allows it to produce chemotypes with precise concentrations of variouscannabinoids, and the company is testing numerous other cannabinoids. GW’s CBDVdrug is in a 10 patient investigator sponsored trial in autism spectrum disorders, and aPhase II 100 patient placebo controlled trial in this indication began in December 2018.GW is also investigating CBDV for use in epilepsy, though the first clinical trial was notsuccessful.Zynerba studied its transdermal CBD gel ZYN002 in Fragile X syndrome in a 12 weekPhase II open-label study in children and adolescents. In the trial, patients were initiatedon a dose of 50mg daily with the option to titrate up to 250mg daily. The primaryendpoint was the Anxiety, Depression, and Mood Scale (ADAMS) Total Score. Twentypatients were enrolled, 18 of whom completed the 12 week treatment. At 12 weeks,two patients were on 100mg and 16 were on 250mg. On the primary endpoint, subjectssaw an average improvement of 14.1 points (or 45.8%) from baseline (p<0.0001) withthe greatest improvements seen in social avoidance (52.9%), general anxiety (54.0%),and manic/hyperactive behavior (p=0.0003). Twelve patients continued in a long-termextension study out to 12 months of follow up. These patients showed statisticallysignificant improvements in mean % change from baseline in ADAMS Total Score, aswell. The extension trial also contributed to a more robust safety dataset. The mostcommon treatment-emergent adverse events were gastroenteritis (14%) and upperrespiratory tract infection (12%); no serious AEs were reported. A randomized, doubleblind,placebo-controlled trial to extend these findings to a larger population is ongoingin Australia, New Zealand, and the U.S.Figure 131 …And Efficacy Persisted Out To 12 Months In An ExtensionStudySource: ZynerbaThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 93COWENCOLLABORATIVE INSIGHTS February 25, 2019Industrial Hemp And Sustainable Bioproducts (Osborne)Figure 132 - Industrial Hemp Use CasesPart of Plant Fiber Hurd Entire Stalk Hemp Nut Hemp Oil Seed CakeProduct CategoryCommon UsesSource: Cowen and CompanyFigure 133 - Industrial Hemp Imports In 2017 ($1,000)True Hemp,raw/proc. notspun$780Hemp SeedOilcake and Solids$11,494TextilesBuilding Materials,Industrial Products, PaperEnergy ProductsFoodsFoods, Personal CareProducts, Technical OilsHemp plants have been used for industrial applications for thousands of years. Hempstalk fiber was traditionally used as a textile for use in rope; clothing; and sails due to itstensile strength. Hemp seeds are used in foods and compressed to make oils that wereused as a lighting fuel. The original diesel engine was designed to run on a variety ofbiodiesel fuels, including vegetable oils and seed oils, which included hempseed oil. In1937, hemp production was banned due to its similarity to marijuana despite low THCpresence, but to aid the war effort the federal government requested that farmers plantindustrial hemp to make up for a shortfall in imports from the Asian Pacific. Farmersplanted 36,000 acres of hemp in 1942 and set a target of 50,000 acres in order toproduce the 34,000 feet of hemp that was needed in each Naval battleship and forother textile uses. The cheap availability of petroleum based synthetic products andfederal regulations against hemp production caused hemp production to decline rapidlyagain after the war in the U.S. and throughout most of Europe. As hemp now looks tomake a comeback in light of recent legislation, we see the use cases for industrial hempto include many of the traditional textile and food uses that were previously common, inaddition to the growing CBD market.Figure 134 - Industrial Hemp Imports In 2017 (Metric Tons)Pressed ProductsApparel Fibre Board Ethanol Bread Supplements Animal FeedNetting Mulch Biofuels Granola Soap ProteinsCanvas Printing Cereal Cosmetics FlourCardboardSolvents, lubricants, fuelsTrue Hemp Yarn$2,739True Hemp WovenFabrics$1,819Hemp SeedOilcake and Solids1,475True Hemp,raw/proc. notspun621True Hemp Yarn31This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Hemp Oil andFractions$7,603Hemp Seeds$42,897Hemp Oil andFractions749Hemp Seeds7,606Source: Cowen and Company, Compiled by CRS using data from the U.S. ITCSustainability Of CBD And Hemp ProductionAs the CBD industry grows in size, we believe that producers will look to minimize theenvironmental impact of production. In addition, we could see producers try to monetizethe entire waste stream of the hemp production process by converting parts of theplant that aren’t used to produce CBD or other products into biomass energy. Webelieve the most common use cases for hemp biomass will be in the form of pelleting for94COWEN.COMJan-16Feb-16Mar-16Apr-16May-16Jun-16Jul-16Aug-16Sep-16Oct-16Nov-16Dec-16Jan-17Feb-17Mar-17Apr-17May-17Jun-17Jul-17Aug-17Sep-17Oct-17Nov-17Dec-17Jan-18Feb-18Mar-18Apr-18May-18Jun-18Jul-18Aug-18Sep-18Oct-18Nov-18COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 135 - Biodiesel Production By Input (Millions Of Pounds)1,6001,4001,2001,000800600400200Source: Cowen and Company, EIA-use as heating fuel, and also see potential to act as a cellulosic biofuel. The process ofpelleting industrial hemp biomass would be a similar to that of pelleting wood waste,which gets converted into densified biomass products such as roundwood, pulpwood,sawmill residuals, and wood product manufacturing residues, which typically cost ~$30per ton. Wood biomass fuel has an annual capacity of 12.6 million tons per year andproduces ~675 GWh per year in energy. Access to local refineries is key to utilizing hempbiomass as a cellulosic biofuel. Through local access to refineries, the fuel can be refinedwhile transportation costs, which can make the products uncompetitive, are minimized.Given the commoditized market for biodiesel however, where soybean oil has ~50% ofthe market input by weight and corn oil has ~15% of the market input by weight, we donot expect hemp to materialize as a meaningful player due to the competitiveadvantage of high production crops competing for low cost production.Canola oil Corn oil Cottonseed oil Palm oil Soybean oil Other VegetablePoultry Tallow White grease Other Animal Fats Yellow grease Other RecycledAlgae Other Alcohol CatalystsBiochemical CBD Production MethodsCBD is most commonly produced by either CO2 or ethanol extraction from hemp plants.In CO2 extraction, plants are filtered through a series of chambers with temperatureand pressures applied to the plants that isolate the cannabinoids. The C02 method isable to isolate CBD at a 90% efficiency and is typically used when producing smallquantities. Ethanol extraction introduces the hemp plant to solvent ethanol and enableshigher volumes production. In addition to hemp-based production of CBD, we believethe opportunity exists for players within the biochemical space to produce CBD byutilizing a fermentation approach from other feedstocks. Amyris recently announced a$255 million cannabinoid development, licensing and commercialization agreement.Amyris plans to utilize the C5 molecule found in sugarcane in a fermentation process toproduce CBD. The company believes that the fermentation process ensures a level ofpurity that is not possible through traditional plant-based production, where CBD levelscan vary from plant to plant. In order to build out the industrial scale necessary for massfood market, CBD products will need to be produced at standardized levels. GivenAmyris plans to produce CBD at its Brotas plant in Brazil, which is fueled by biomass coproductof the nearby sugarcane fields, we believe this will be an attractive option forcompanies looking to integrate CBD into their products sustainably assuming thecompany is able to produce cost competitively with hemp plants.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 95COWENCOLLABORATIVE INSIGHTS February 25, 2019Figure 136 Cannabis Comp TableCompany Name - Non-CoverageCurrency:TickerLocalCurrSource: Thomson Reuters and Cowen and CompanyAppendixPrice52 Week Enterprise Value /Market EnterpriseFY12/22/2019 Low HighLTM Rev FY1 Rev FY2 Rev FY3 RevValue ValueEBITDA1933 Industries Inc TGIF.CD CAD 0.56 0.30 0.80 133 131 8.8 4.3 3.1 NA 31.2 11.8 NAAphria Inc APHA.N USD 10.18 3.75 13.45 2,535 3,219 56.2 NA NA NA NA NA NAAurora Cannabis Inc ACB USD 6.96 3.90 12.53 6,948 9,318 78.2 NA NA NA NA NA NACharlotte's Web Holdings Inc CWEB.CD CAD 18.15 9.05 22.75 1,678 1,199 NA 17.1 7.6 4.4 51.1 21.5 12.0Cronos Group Inc CRON.O USD 21.92 5.12 25.10 3,892 5,113 NM NM 37.7 29.2 NM 122.0 96.1Curaleaf Holdings Inc CURA.CD CAD 10.25 1.43 26.01 3,412 3,412 NA 38.3 9.3 4.7 NM 27.8 12.9CV Sciences Inc CVSI.PK USD 4.90 0.37 9.20 463 453 11.0 NA NA NA NA NA NAElixinol Global Ltd EXL.AX AUD 3.47 1.34 3.69 161 148 NA 1.4 1.2 1.0 14.6 7.6 6.3Emblem Corp EMC.V CAD 1.78 0.83 2.12 234 202 35.4 24.4 2.7 1.4 NM 18.2 5.6Emerald Health Therapeutics Inc EMH.V CAD 3.89 2.04 6.35 554 504 NM NA NA NA NA NA NAGreen Organic Dutchman Holdings Ltd TGOD.TO CAD 3.69 2.06 9.64 989 789 NA 53.6 4.0 1.4 NM NM 6.3Green Thumb Industries Inc GTII.CD CAD 19.69 8.21 32.50 1,257 859 NA 13.0 4.0 1.9 NM 19.2 5.6Khiron Life Sciences Corp KHRN.V CAD 4.05 0.87 4.35 308 294 NA NM 24.6 3.9 NM NM 15.3Level Brands Inc LEVB.N USD 5.05 2.60 8.41 51 43 4.7 NA NA NA NA NA NANeptune Wellness Solutions Inc NEPT.O USD 3.67 2.27 5.14 295 374 14.5 14.1 6.1 2.7 84.2 30.6 11.1OrganiGram Holdings Inc OGI.V CAD 7.74 3.26 8.55 1,013 1,016 NA 8.2 4.3 3.2 19.5 11.6 8.8Company Name - CoverageCanopy Growth Corp WEED.TO CAD 58.51 23.88 76.68 20,071 16,142 NA NM 74.2 34.9 NM NM 105.0KushCo Holdings Inc KSHB.PK CAD 6.38 3.76 7.20 560 16,142 NA NM NM NM NM NM NMTilray Inc TLRY.OQ USD 79.07 20.10 300.00 7,367 16,142 NM NA NA NA NA NA NATurning Point Brands Inc TPB USD 41.00 19.11 47.00 802 16,142 NM NM NM NM NM NM NMFY2EBITDAFY3EBITDAOverall Min 50.6 42.6 4.7 1.4 1.2 1.0 14.6 7.6 5.6Overall Mean 2636.1 4582.0 29.8 19.4 14.9 8.0 40.1 30.0 25.9Overall Median 895 937 14.5 14.1 5.2 3.2 31.2 19.2 11.1Overall Max 20,071 16,142 78.2 53.6 74.2 34.9 84.2 122.0 105.0This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.96COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019This page left blank intentionally.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 97COWENCOLLABORATIVE INSIGHTS February 25, 2019This page left blank intentionally.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.98COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019This page left blank intentionally.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWEN.COM 99COWENCOLLABORATIVE INSIGHTS February 25, 2019VALUATION METHODOLOGY AND RISKSValuation MethodologyCannabis: Our valuation methodology is primarily based on Relative EV-to-Sales (EV-to-Salesdivided by Sales-Growth), followed by EV-to-Sales.Investment RisksCannabis: Cannabis is an emerging industry and is subject to regulatory headwinds. Whileover 50% of the population is in favor of legalization, only a few states have thus farlegalized cannabis for recreational use and the product remains illegal at the federal level.Looking forward, much work and change still needs to occur in order for this industry torealize its full potential.Risks Pertaining to U.S. Cannabis-Related Companies: If you are considering investing in aU.S. company that is connected to the cannabis industry, be aware that cannabis-relatedcompanies may be at risk of federal and/or state criminal prosecution. The Department ofTreasury has issued guidance that The Controlled Substances Act (“CSA”) makes it illegalunder U.S. federal law to manufacture, distribute, or dispense cannabis and cannabis-relatedproducts. Many states impose and enforce similar prohibitions. Notwithstanding the federalban, however, many U.S. states and the District of Columbia have legalized certain cannabisrelatedactivities.Risks Pertaining to Canadian Cannabis-Related Companies: In Canada, cannabis is anemerging industry and is subject to regulatory headwinds. While medical cannabis is legalin Canada, legislation has also been introduced to legalize adult-use sales on October 17,2018. An initial regulatory framework has been laid out for the adult-use market, lookingahead, the category will be subject a number of potential headwinds, including taxes andrestrictions on from factors and packaging.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.100COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019ADDENDUMStocks Mentioned In Important DisclosuresTickerWEEDGWPHTLRYTPBCompany NameCanopy Growth CorporationGW Pharmaceuticals PlcTilrayTurning Point BrandsImportant Disclosures and Information Relating to Cowen Washington Research GroupCowen Washington Research Group produces commentaries on political, economic or market conditions. Commentaries produced by Cowen Washington Research Group are notintended as research reports as defined in FINRA Rule 2241 Research Analysts and Research Reports or FINRA Rule 2242 Debt Research Analysts and Debt Research Reports.Sections of this report noted as authored by Cowen Washington Research Group have not been prepared, are not intended, and should not be interpreted as a research report orinvestment recommendation regarding securities of any company. 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New York 646 562 1010 Boston 617 946 3700 San Francisco 415 646 7200 Chicago 312 577 2240 Cleveland 440 331 3531 Atlanta 866 544 7009Stamford 646 616 3000 Washington, D.C. 202 868 5300 London (affiliate) 44 207 071 7500COWEN AND COMPANY EQUITY RESEARCH RATING DEFINITIONSOutperform (1): The stock is expected to achieve a total positive return of at least 15% over the next 12 monthsMarket Perform (2): The stock is expected to have a total return that falls between the parameters of an Outperform and Underperform over the next 12 monthsUnderperform (3): Stock is expected to achieve a total negative return of at least 10% over the next 12 monthsAssumption: The expected total return calculation includes anticipated dividend yieldCowen and Company Equity Research Rating DistributionDistribution of Ratings/Investment Banking Services (IB) as of 12/31/18Rating Count Ratings Distribution Count IB Services/Past 12 MonthsBuy (a) 473 64.01% 116 24.52%Hold (b) 259 35.05% 20 7.72%Sell (c) 7 0.95% 0 0.00%(a) Corresponds to "Outperform" rated stocks as defined in Cowen and Company, LLC's equity research rating definitions. (b) Corresponds to "Market Perform" as defined in Cowenand Company, LLC's equity research ratings definitions. (c) Corresponds to "Underperform" as defined in Cowen and Company, LLC's equity research ratings definitions. Cowen andCompany Equity Research Rating Distribution Table does not include any company for which the equity research rating is currently suspended or any debt security followed by CowenCredit Research and Trading.This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.Note: "Buy", "Hold" and "Sell" are not terms that Cowen and Company, LLC uses in its ratings system and should not be construed as investment options. Rather, these ratings termsare used illustratively to comply with FINRA regulation.102COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 20191801601401201008060402025020015010050500(1):$166.0002/24/17(1):$165.0008/07/17(1):$175.0009/27/18GW Pharmaceuticals Plc Rating History as of 02/25/2019powered by: BlueMatrixApr 16 Jul 16 Oct 16 Jan 17 Apr 17 Jul 17 Oct 17 Jan 18 Apr 18 Jul 18 Oct 18 Jan 19I:(1):$34.0008/13/18(1):$62.0008/29/18(1):$172.0010/09/18(1):$150.0011/14/18Closing PriceTarget PriceTilray Rating History as of 02/25/2019powered by: BlueMatrixApr 16 Jul 16 Oct 16 Jan 17 Apr 17 Jul 17 Oct 17 Jan 18 Apr 18 Jul 18 Oct 18 Jan 19I:(1):$13.0006/06/16(1):$17.0011/11/16(1):$18.0003/13/17(1):$19.0005/12/17Closing PriceTarget PriceTurning Point Brands Rating History as of 02/25/2019(1):$20.0008/10/17(1):$25.0001/08/18powered by: BlueMatrix(1):$27.0003/12/18(1):$35.0008/08/18(1):$45.0009/06/18This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.403020100Apr 16 Jul 16 Oct 16 Jan 17 Apr 17 Jul 17 Oct 17 Jan 18 Apr 18 Jul 18 Oct 18 Jan 19Closing PriceTarget PriceCOWEN.COM 103COWENCOLLABORATIVE INSIGHTS February 25, 2019100806040200I:(1):$13.0001/10/17(1):$15.0002/14/17(1):$10.0006/14/17(1):$10.5009/05/17Canopy Growth Corporation Rating History as of 02/25/2019(1):$24.0011/14/17(1):$44.0001/08/18powered by: BlueMatrix(1):$45.0004/16/18(1):$48.0006/27/18(1):$56.0008/16/18(1):$74.0009/04/18(1):$82.0010/09/18Apr 16 Jul 16 Oct 16 Jan 17 Apr 17 Jul 17 Oct 17 Jan 18 Apr 18 Jul 18 Oct 18 Jan 19Legend for Price Chart:Closing PriceTarget PriceI = Initiation | 1 = Outperform | 2 = Market Perform | 3 = Underperform | UR = Price Target Under Review | T = Terminated Coverage | $xx = Price Target | NA = Not Available |S=SuspendedThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.104COWEN.COMCOWENCOLLABORATIVE INSIGHTS February 25, 2019POINTS OF CONTACTAuthor ProfilesCowen ResearchNew York646 562 1330cowen.research@cowen.comAndrew M. Charles, CFANew York646 562 1332andrew.charles@cowen.comAndrew Charles is an analyst focused onrestaurants. He has spent over seven yearson the sell side covering the sector.Phil Nadeau, Ph.D.New York646 562 1336phil.nadeau@cowen.comPhil Nadeau is a senior analyst coveringbiotech. He joined Cowen in 2000 and holdsan SB/M.Eng from MIT, and a Ph.D. fromHarvard.Charles RhyeeNew YorkVivien AzerNew York646 562 1351vivien.azer@cowen.comVivien Azer is a senior analyst coveringbeverages, tobacco and cannabis. She joinedCowen in 2014.Oliver Chen, CFANew York646 562 1424oliver.chen@cowen.comOliver Chen is an II-ranked analyst coveringretailing/specialty, broadlines, departmentstores, & luxury goods. He has an MBA fromWharton.Charles NeivertNew York646 562 1370charles.neivert@cowen.comCharlie Neivert is a senior researchanalyst covering agricultural & commoditychemicals. He has a BA from University ofPennsylvania.Eric AssarafWashington, DCJohn BlackledgeNew York646 562 1359john.blackledge@cowen.comJohn Blackledge is a senior analyst coveringthe Internet sector. He joined Cowen in2012 as the head of Internet research.John Kernan, CFANew York646 562 1324john.kernan@cowen.comJohn Kernan is a research analyst focusedon apparel, footwear and textiles. He hasspent seven years on the sell side coveringthe sector.Jeffrey OsborneStamford646 562 1391jeffrey.osborne@cowen.comJeff Osborne is an analyst coveringsustainable energy tech. He has a BS fromTrinity University and an MBA from WayneState University.Doug SchenkelBostonThis report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.646 562 1376202 868 5304617 946 3918charles.rhyee@cowen.comeric.assaraf@cowen.comdoug.schenkel@cowen.comCharles Rhyee is a senior analyst coveringhealth care IT and distribution, which he hasfollowed since 1999. He joined Cowen in2011.Eric Assaraf is with Cowen WashingtonResearch Group covering health care. Hereceived degrees from the University ofMaryland.Doug Schenkel is a senior analyst coveringtools and diagnostics. He joined Cowen in2005 and holds an M.B.A. from the UCLAAnderson School.COWEN.COM 105COWENCOLLABORATIVE INSIGHTS February 25, 2019Reaching CowenMain U.S. LocationsNew York599 Lexington AvenueNew York, NY 10022646 562 1010800 221 5616Atlanta3399 Peachtree Road NESuite 417Atlanta, GA 30326866 544 7009International LocationCowen International LimitedLondon1 Snowden Street - 11th FloorLondon EC2A 2DQUnited Kingdom44 20 7071 7500BostonTwo International PlaceBoston, MA 02110617 946 3700800 343 7068Chicago181 West Madison StreetSuite 3135Chicago, IL 60602312 577 2240Cleveland20006 Detroit RoadSuite 100Rocky River, OH 44116440 331 3531Stamford262 Harbor DriveStamford, CT 06902646 616 3000San FranciscoOne Maritime Plaza, 9th FloorSan Francisco, CA 94111415 646 7200800 858 9316Washington, D.C.2900 K Street, NWSuite 520Washington, DC 20007202 868 5300This report is intended for michael.cella@cowen.com. Unauthorized redistribution of this report is prohibited.COWENRESEARCH COWEN INC.106COWEN.COM