OrbiMed Advisors LLC

Item 5. Fees and Compensation
OrbiMed’s fees for advisory services vary among its clients and are separately set with each client.
OrbiMed typically charges investment management or advisory fees based on a percentage of the net assets
under management, such fees vary based on the amount and type of assets involved but are generally not
expected to exceed 2% for public fund clients and 2.5% for private fund clients (subject to such conditions
and other terms as are set out in each fund’s offering and other organizational documents). Such fees are
typically payable in arrears based on the average monthly or quarterly net assets of the client’s account.
Detailed information regarding the fees or expenses for a specific client or fund is set out in the applicable
investment management agreement or fund documents.

OrbiMed also enters into investment management agreements or similar arrangements that provide for
performance-based compensation as well as a base management fee. With respect to OrbiMed’s private
fund clients, such performance-based compensation generally takes the form of an allocation or fee and
includes a portion (typically 20% or 25%) of the relevant fund or account’s net capital appreciation,
calculated after deduction of the base management fee and adjusted to reflect additions to, and deductions
from, the client’s assets during the relevant period. In some cases, the performance-based compensation is
based on the extent to which the performance of the fund or account exceeded a specified rate of return.
For certain, but not all, client accounts, performance-based compensation is calculated on a cumulative or
annual “high-watermark” basis. Thus, any deficiency in performance for a period may have an offsetting
effect on performance-based compensation (but not other compensation) for subsequent periods until fully
applied. Adjustments to high-watermarks will be made to reflect subsequent withdrawals of capital prior
to the elimination of the high-watermark. OrbiMed is typically not required to refund any performance-
based compensation received with respect to measurement periods prior to any period in which an
underperformance occurs, although such a requirement may apply in a particular case. OrbiMed’s fee
arrangements with its public fund clients also include performance-based compensation components,
although the specific structure and terms of such compensation varies by fund. Such performance-based
compensation is more fully described in each particular fund’s publicly available disclosure documents.
Clients also incur custodial, brokerage, legal, due diligence, and other transaction costs payable to third
parties, which are in addition to OrbiMed’s investment management/advisory fees and any performance-
based compensation. OrbiMed’s clients also incur the costs of their third party fund administration, third
party valuation agents, and corporate entity filing fees. Newly created private funds also incur their
respective organizational expenses as more fully detailed in their applicable governing fund documentation.

Fees and compensation paid to OrbiMed or its affiliates by clients are generally deducted from the assets
of such clients. As discussed above, management fees are generally charged on a quarterly basis and
performance compensation is generally charged on an annual basis.

From time to time, OrbiMed’s members or employees receive director’s or other fees or remuneration
(whether in the form of cash, securities or otherwise) from portfolio companies of OrbiMed private
equity/venture capital and royalty funds in connection with such members’ or employees’ service on the
boards of directors of such companies. Such fees or remuneration will be used to reduce certain fees owed
to OrbiMed by the applicable client(s), or the economic benefit thereof will otherwise be provided to such
client(s), in each case in accordance with and subject to the applicable terms of the clients’ respective
governing documents. Any such fee reduction is allocated among the applicable client funds on a fair and
equitable basis, which is generally pro-rata based on the clients’ relative ownership of the portfolio
company. OrbiMed will pay any such remuneration in excess of a client’s fees that exists at the time of a
client’s final liquidation directly to the client or its underlying investors (unless such underlying investor
has waived their prorate share of such excess remuneration). The fee or remuneration is generally received
directly by such OrbiMed member or employee or by OrbiMed or an affiliated entity, in which case
OrbiMed then provides offsetting credits or makes commensurate payments to the relevant clients. Any
such fee or remuneration must be at the standard rate proposed by the portfolio company and may not be
dependent on the performance of the portfolio company (except to the extent that such compensation
includes securities issued by the company) or the size of the investment in the portfolio company by
OrbiMed and its clients. OrbiMed members and employees generally do not receive break-up, success,
monitoring, or other similar fees in connection with their board of directors or other service to portfolio
companies, but if they did it is expected that such fees would be treated in the same manner as director’s
fees. Venture Partners and Entrepreneurs-in-Residence engaged by OrbiMed or its affiliates as consultants
are generally permitted to retain compensation they receive from OrbiMed private equity/venture capital
and royalty fund portfolio companies for services to such companies as executives, directors or consultants.
Such consultant compensation is not generally allocated to the OrbiMed funds invested in such companies
and does not generally create an offsetting credit to investment management or advisory fees or any
performance-based compensation due to OrbiMed or its affiliates.
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Item 7. Types of Clients
OrbiMed currently provides investment management services to a number of investment funds (U.S. and
non-U.S.) that are not required to register under the Investment Company Act or register their securities
under the U.S. Securities Act of 1933, as amended, pursuant to various exceptions and exemptions provided
under those statutes.

The private investment funds for which OrbiMed serves as the investment adviser, general partner or in a
similar capacity generally require investors to meet certain eligibility criteria under the applicable securities
laws. These funds also generally require substantial minimum initial investments, which vary by fund.
These minimum initial investments are waived or reduced in certain circumstances, and lower minimum
initial investment requirements apply in some cases to OrbiMed personnel and certain related investors.

OrbiMed and certain funds that it manages are authorized to issue classes of interests or enter into “side
letters” or similar written agreements that provide certain investors in such funds with particular terms that
differ from those of other investors, such as with respect to fees or minimum subscription amounts.