Pharmakon Advisors LP

Item 5. Fees and Compensation

       A.   Our Firm, or an affiliate of our Firm, receives compensation from our clients in the
            form of a management fee and performance-based compensation, based on the
            performance of the clients’ investments, as set forth below.

            Management Fees

            In the case of BioPharma Credit Investments V (Master) LP, BioPharma Credit
            Investments V (Offshore-A) LP, BioPharma Credit Investments V (Cayman) LP
            and BioPharma Credit Investments V LP (collectively, “BioPharma V”), we are
            paid a management fee quarterly in advance. The management fee is comprised of
            two parts, including a fee based on capital commitments and a fee based on capital
            contributions. The commitment-based fee is 0.25% of aggregate unfunded capital
            commitments of investors in the feeder funds. The fee based on capital
            contributions is equal to 1.25% of all unreturned capital contributions by the
            investors in the feeder funds. Investors with capital commitments of greater than
            $50 million are charged a contribution-based fee rate of 1%. We have in the past
            and may agree to a further reduction of the management fee, in our sole discretion,
            with respect to investors with capital commitments of $200 million or more.

            In the case of the UK Trust, we are entitled to a management fee calculated on the
            following basis: (1/12 of 1% of the net asset value on the last business day of each
            calendar month in respect of which the management fee is to be paid (calculated
            before deducting any accrued management fee in respect of such calendar month))
            minus (1/12 of US$100,000). The management fee payable in respect of any quarter
            will be reduced by an amount equal to the aggregate of: (i) the UK Trust’s pro rata
            share of any transaction fees, topping fees, break-up fees, investment banking fees,
            closing fees, consulting fees or other similar fees which we (or an affiliate) receives
            in connection with transactions involving investments of the UK Trust; and (ii) any
            carried forward amount from the previous quarter. The UK Trust’s pro rata share of
            any transaction fees will be in proportion to the UK Trust’s economic interest in the
            investment(s) to which such transaction fees relate.

            Performance Compensation

            Generally, for each of our Funds, the Firm or one of our affiliates receives
            distributions of 10% of realized gains only after investors receive a return of capital
            plus a 5% annualized internal rate of return on their unreturned capital
            contributions, calculated from the date capital contributions were made until the
            date of return.

            Detailed information concerning our compensation and fees is contained in the
            confidential private placement memorandum of each of our Fund’s feeder funds, as
            applicable. Certain investors in our Funds are entitled to reductions in the
            percentage of management fees that they are required to bear.

     Generally, for the UK Trust, subject to the satisfaction of the performance
     conditions set forth in proposals approved by shareholders at the general meeting
     on June 29, 2018, in respect of each applicable performance period, we (or any of
     our associates, as we direct) shall be entitled to receive: (i) 50% of the excess total
     return relating to the performance period until we have been allocated amounts (i)
     which, in aggregate, are equal to 10% of the total return relating to such
     performance period; and (ii) thereafter, 10% of the excess total return relating to
     the performance period.

B.   The Firm generally deducts the management fees from Funds’ accounts quarterly
     in advance. Performance based compensation is made to an affiliate of the Firm
     concurrently with distributions to our Funds’ investors.

     As noted above, with respect to the UK Trust, we are eligible to receive
     performance fees after any performance period, as outlined in the prospectus of the
     UK Trust.

C.   Each Fund generally bears its own organizational expenses, investment and trading
     expenses and accounting and administrative expenses, including, without
     limitation:

        •   the management fee;

        •   legal, accounting, independent valuation and auditing expenses;

        •   printing and mailing costs;

        •   research costs and expenses;

        •   administrative expenses (including any fee payable to an administrator, if
            appointed);

        •   government fees, taxes (if any);

        •   organizational expenses, offering expenses, any registration or filing fees;

        •   all investment expenses, including, without limitation, consultant and
            professional advisory fees incurred in connection with the exploration of
            investment opportunities, the costs of any liability insurance obtained on
            behalf of Funds, Pharmakon or a manager, member, officer, director,
            principal, employee or affiliate of Pharmakon or an affiliate of any of the
            foregoing; and

        •   any extraordinary expenses.

     Generally, investors in the UK Trust bear the burden initial expenses and
     subsequent expenses, subject to the disclosures and as outlined in the prospectus of
     the UK Trust.

     The nature of our investment strategy typically does not result in brokerage
     transactions and associated costs. However, for more information on our policies
     regarding brokerage transactions and costs, please see Section 9: Brokerage
     Practices.
...

Item 7. Types of Clients

       Our clients consist of the Funds and in addition, we also provide certain investment
       advisory services to the UK Trust. Interests in our Funds are offered and sold exclusively
       to investors satisfying the applicable eligibility and suitability requirements in order to
       comply with applicable federal securities laws and regulations. Typically, these investors
       are high net worth individuals, trusts, estates, corporate and public pension and profit-
       sharing plans, endowments, charitable organizations, funds of funds, family offices,
       institutions and other entities. Interests in the UK Trust are generally available through a
       public exchange or as applicable, through a syndicate offering lead by a financial
       institution.

       To ensure that each potential investor in the Funds meets the applicable qualification
       discussed above, each investor in such Fund must complete and execute written
       subscription documents before we can consider its subscription. Generally, those investors
       in the UK Trust are subject to the qualifications put forth by the financial institution
       facilitating such activity or as applicable, leading any investing syndicate.

       Pharmakon may offer its investment advisory services through separately managed
       accounts in the future.

       This Brochure is not an offer to invest in our Funds or in the UK Trust.

Item 8. Method of Analysis, Investment Strategies and Risk of Loss

        A.   Investment Strategies

      On behalf of its clients, Pharmakon seeks to make investments that provide current income
      and/or capital appreciation, primarily in loans, notes, bonds or other debt securities or
      instruments, which are purchased on the secondary market or directly from the issuer. Such
      debt securities or instruments generally are expected to be secured or collateralized by the
      assets and products of life science companies and the royalty collateral, as applicable,
      derived from sales of one or more life sciences products. Pharmakon has the ability to
      invest in equity on behalf of BioPharma V and the UK Trust. We may also cause our clients
      to invest in priority tranches of royalty revenues of life sciences products, where royalty
      revenue participation is subject to a capped preference and is secured or collateralized by
      the royalty collateral.

      Our clients invest in securities or instruments that pay interest on a floating or fixed basis
      as well as securities or instruments that pay no cash interest during certain periods (pay-in-
      kind securities or instruments) and securities or instruments that may pay additional
      coupons or premiums depending on the actual sales of a particular life sciences product or
      repayment of the securities or instruments. Such investments may include debt instruments
      that are listed and unlisted, public and private, rated and unrated, as well as other
      obligations, including loans, structured debt, convertible debt and financial derivatives.
      Investments may take place in the primary or secondary markets or through direct,
      principal to principal transactions with issuers.