Nextech Ventures US LLC

FEES AND COMPENSATION

       In connection with providing its non-discretionary sub-advisory services to Nextech Invest
in respect of the Funds, Nextech Ventures receives compensation from Nextech Invest in
accordance with the Sub-IAA. Nextech Invest receives a management fee (the “Management
Fee”) and a carried interest in connection with the provision of advisory services to the Funds as

set forth in the Funds’ Governing Documents. Nextech Invest or other Nextech entities or affiliates
receive additional compensation in connection with management and other services performed for
portfolio companies of the Funds and such additional compensation will offset in whole or in part
the Management Fees otherwise payable to Nextech to the extent provided by the Governing
Documents. Investors in a Fund also bear certain expenses.

Management Fees

        Nextech Ventures’ sub-advisory services are not separately charged to the Funds and are
encompassed in the Management Fee paid by the Funds to the Funds’ General Partner or the
designee. [Management Fees are generally based on Commitments, and, upon the date specified
in the Governing Documents, Management Fees are then generally based on acquisition cost of
investments, which includes borrowing components (and associated interest expense) and certain
fees, costs and expenses relating to the Investment, including (in select circumstances) transaction
fees or other deal-specific costs that are capitalized into the cost basis of an investment. Because
the Management Fees are at times based on acquisition costs, the relevant General Partner or its
designee will be subject to conflicts of interest to make determinations that result in the continued
payment of, or a higher, Management Fees (including in respect of capitalized transaction and
other investment-related fees).]

        Additionally, as further described below and in the Governing Documents, it is Nextech’s
practice to use or retain certain companies or individuals (“Special Consultants”) to provide
services to, or in connection with, certain portfolio companies in which one or more Funds invest.
Such Special Consultants may be affiliates of or employed by Nextech, or personnel of such
Nextech affiliates or portfolio companies of the Funds. Nextech also engages certain individuals
with scientific expertise in precision medicine and oncology (“Science Partners”) that Nextech
retains on an annual basis to provide services relating to the Funds and their portfolio companies.
Science Partners and Special Consultants generally receive compensation and other amounts
described herein from the relevant portfolio companies or Funds in connection with their services,
but no such amounts (including any reasonable expenses incurred in the provision of services by
such Science Partners and Special Consultants) will offset or reduce the Management Fees. For
the avoidance of doubt, Nextech also will not offset compensation received from outside sources,
such as residual personnel board seats at entities that are no longer Fund portfolio companies. Each
of the foregoing conditions is expected to reduce the amount of supplemental fees otherwise
available to be offset against Management Fees, resulting in a potential material benefit to Nextech
over the life of the relevant Fund, and the existence of such potential benefit creates an incentive
for Nextech to seek to increase such amounts. Because the Funds will not benefit from any portion
of supplemental fee offsets that relate to co-investors or certain other interest holders in the
portfolio companies, Nextech is entitled to retain such amounts and is incentivized to increase the
portion of each relevant investment held by such persons.

Carried Interest

        The precise amount of, and the manner and calculation of, the carried interest for each Fund
is disclosed in such Fund’s Governing Documents and will vary as between Funds. Affiliates of
Nextech Invest generally receive a carried interest with respect to each Fund equal to 20% of all
realized profits, subject to a preferred return of 8% internal rate of return compounded annually,

as more fully described in the Governing Documents for such Funds. The carried interest
distributed to Nextech Invest is subject to a potential clawback or giveback at the end of the life
of a Fund if Nextech Invest has received excess cumulative distributions. It is expected that any
future Funds will have a similar compensation structure.

Other Information

         Principals or other current or former personnel of Nextech (including Nextech Ventures)
generally receive salaries and other compensation derived from, and in certain cases including a
portion of, the Management Fee, carried interest or other compensation received by Nextech or its
affiliates.

        In addition to the Management Fee and carried interest payable to Nextech Invest, each
Fund bears certain expenses. As set forth more fully in the Governing Documents, a Fund is
expected to bear all fees, costs, expenses, liabilities and obligations relating to the Fund’s (and its
subsidiaries’ and intermediate entities’) activities, investments and business to the extent not
reimbursed by a portfolio company or applied to reduce Management Fees (where applicable as
further set forth in the Governing Documents). Expenses charged at the level of a portfolio
company or intermediate entity, or capitalized into the cost of a transaction, generally will not be
reflected as Fund expenses in calculating the gross and net performance of the relevant Fund, and
so Nextech expects to be subject to potential conflicts of interest in determining whether certain
expenses should be charged to the portfolio company or intermediate entity or capitalized into
transaction costs.

        For the avoidance of doubt, the inclusion of an expense category in a Fund’s Governing
Documents will not impose on Nextech an obligation to charge an expense (or the full amount of
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TYPES OF CLIENTS

        Nextech Ventures provides investment advice on a non-discretionary basis to its parent
company, Nextech Invest, in respect of advisory services provided by Nextech Invest to the Funds,
and clients and references throughout this Brochure to “clients” and to Nextech’s related duties to
and practices on behalf of its clients and/or investors should be construed accordingly. The Funds
generally include investment partnerships or other investment entities formed under U.S. or non-
U.S. laws and operated as exempt investment pools under the Investment Company Act of 1940,

as amended. The investors participating in the Funds generally include individuals, banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family
offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities and often include, directly or indirectly, principals or other
personnel of Nextech and its affiliates and members of their families, Science Partners and Special
Consultants or other Service Providers (as defined below) retained by Nextech or a Fund, as well
as executives or other personnel of portfolio companies.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Nextech Ventures is a separately organized and independently operating business of
Nextech Invest, a private investment firm focused on equity and other venture investments in
biotechnology companies that Nextech believes will benefit from Nextech’s scientific expertise.
Nextech Ventures’ investment advisory services in respect of the Funds (as further detailed above)
consist of identifying and evaluating investment opportunities, negotiating investments, managing
and monitoring investments and achieving dispositions for investments. Investments are
predominantly in non-public companies in the biopharmacology, oncology and biotechnology
sectors, although investments in public companies or other sectors are permitted and made in
certain circumstances where consistent with a Fund’s investment strategy.

        Nextech’s investment strategy for the Funds focuses on investing in and building
companies that develop precision medicine, with an emphasis on oncology. Nextech generally
expects the Funds to be a minority investor, however the Funds may assume control or co-control
positions in certain of its investments. Nextech pursues promising investment opportunities that
arise when companies exhibit meaningful advancement of platform or program developments
across the value chain. These entry points occur at different times in each company’s development
and as such, Nextech does not limit its investment program to any single stage across the financing
continuum. Nextech believes in applying the right scale to an investment so that it is stage-
appropriate for a potential portfolio company and appropriate for Nextech’s clients. Nextech seeks
to structure its investments so that Nextech can participate in subsequent rounds for those of which
are high performing. Once an investment opportunity has been identified, Nextech seeks to take
an active role to enhance the performance of the acquired company by (i) developing and assisting
in the implementation of operating and/or restructuring plans, (ii) building the management team
and (iii) providing significant resources to portfolio companies. There can be no assurance that
Nextech will achieve the investment objectives of any Fund and a loss of investment is possible.

Investment and Operating Strategy

        Deal Sourcing and Due Diligence. Nextech’s investment professionals source
opportunities through their own networks, at board meetings, through conference attendance and
through the growing group of alumni of past portfolio companies. Nextech seeks to cultivate
relationships and follow the progress of biotechnology companies for extended periods, so that
Nextech is well positioned to be a logical partner when investment is required. Nextech maintains
close relationships with other investors, particularly seed and early stage investors, whom Nextech
believes generate inbound requests to validate progress and lead a new investment round or add

complementary expertise to investment round syndicates. Nextech believes it is seen as a partner
of choice for evaluating and investing in oncology opportunities. Once a potential investment is
identified, Nextech develops an investment thesis and, through a detailed due diligence process,
seeks to verify such thesis and investigate the major business risks. Nextech seeks to invest in the
best private deals in oncology drug discovery regardless of stage or geography. Nextech’s
emphasis is on scientific validation and evaluation of a potential portfolio company’s team.

        Central to Nextech’s diligence process is a rigorous evaluation of scientific merit and
development progress. Often, Nextech leads scientific or chemistry diligence because of Nextech’s
domain expertise. Nextech believes this provides Nextech an advantage in securing leading roles
in financing rounds and thereby steering negotiation of deal terms and building investor syndicates.
Nextech’s scientific validation process involves a comprehensive evaluation of a company’s
approach, mechanism of action, scientific strategy, the likelihood of its success in the clinic, its
strategic relevance, and its competitive position. Nextech only proceeds to the investment stage
when the science, team and the financing syndicate align with Nextech’s standards.

       Develop Restructuring and Operating Plan. If applicable, senior members of the
professional and operating staff of Nextech and its affiliates develop a restructuring and operating
plan prior to the close of each transaction focusing on the target’s strengths, weaknesses,
competitive position, industry trends and other relevant factors.
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