OrbiMed Capital 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, which 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 daily, monthly or quarterly net assets of the client’s account.

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 fees and brokerage
and other transaction costs payable to third parties, which are in addition to OrbiMed’s investment
management/advisory fees and any performance-based compensation. Additional information regarding the
fees or expenses for a particular client or fund is available in the applicable investment management
agreement or fund documents.

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 generally 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.
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 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.

In some cases, OrbiMed negotiates on behalf of a client, typically a private equity/venture capital or royalty
fund, to have a portfolio company of the client pay for transaction-related expenses related to the client’s
investment in the portfolio company that would otherwise be payable by the client fund or OrbiMed. Such
fund clients’ governing documents also generally permit the applicable fund to incur expenses for “broken
deals” (i.e., transactions which are not ultimately consummated by the fund).

Certain investors in OrbiMed’s funds (generally OrbiMed principals or employees and their relatives and
investment or estate planning vehicles) do not pay management fees and/or performance-based compensation
on their fund investments. However, such investors are still assessed their pro-rata share of fund expenses,
which will either be paid by such investors directly or allocated to OrbiMed.
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Item 7. Types of Clients
OrbiMed currently provides investment management services to various institutional clients, including
investment funds that are not required to register under the U.S. Investment Company Act of 1940, as
amended (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.

One of the private investment funds for which OrbiMed serves as the investment adviser generally requires
investors to meet certain eligibility criteria under the applicable securities laws. The fund also generally
requires a minimum initial investment of $1 million, which may be waived or reduced in certain
circumstances.

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. Such
classes or agreements are typically issued or entered into without notice to the other investors.