Sofinnova Investments Inc

Item 5 – Fees and Compensation

A. and C.

Funds:

    Sofinnova charges each Fund an investment management fee based on the value of the Fund’s assets
    under management, capital commitments or invested capital (collectively, the “Management Fees”).
    The Management Fee rates of the Funds range from 1.25% to 2.50% (per annum). The Management
    Fees are: (i) charged monthly or quarterly in advance; and (ii) prorated for any period that is less than
    a full month or calendar quarter (as applicable). In general, the proration of Management Fees is
    calculated based on the number of days remaining in the applicable period. The Management Fees
    are generally deducted from each Fund account by the Funds’ administrator upon Sofinnova’s
    instructions. For more detailed information and a complete description of the Management Fees paid
    to Sofinnova, please refer to the Fund Documents of the relevant Fund.

    Sofinnova is entitled to receive performance-based compensation from the Funds in the form of
    carried interest distributions or incentive allocations, which is compensation that is based on net
    profits (including net unrealized gains in respect of the Public Clients) attributable to Fund
    investments. This compensation ranges from 20% to 25% of the net profits, subject to a loss
    carryforward or a hurdle carryforward provision in respect of the Public Clients. Further, receipt of
    performance-based compensation is subject to a hurdle in respect of certain Funds. Performance-
    based compensation is allocable to Sofinnova as of the end of each year in respect of certain Funds,
    and upon withdrawals or other distributions with respect to all Funds. Further, Sofinnova may cause
    all or any portion of performance-based compensation to which it would otherwise be entitled to be
    allocated to one or more persons or entities. For more detailed information and a complete

     description of the performance-based compensation allocable to Sofinnova, please refer to the Fund
     Documents of the relevant Fund.

     The Management Fees and performance-based compensation are subject to waiver or reduction by
     Sofinnova in its sole discretion, both voluntarily and on a negotiated basis with selected investors via
     side letter or other similar arrangements. In that regard, certain Fund investors who are current or
     former members, principals, employees or affiliates of Sofinnova, as well as relatives or friends of
     those persons, are generally not subject to Management Fees or performance-based compensation.

     Separate Accounts:

     The Separate Account clients generally pay an annual investment management fee that is negotiated
     on a case by case basis and, in certain cases, are lower than those paid by the Funds. Separate Account
     clients are generally required to pay management fees monthly in arrears. In addition, the Firm is
     entitled to a performance fee pursuant to the terms of each Investment Advisory Agreement. The
     Firm may reduce, waive or calculate differently the fees with respect to any Separate Account client.

B.
     Funds:

     In addition to management fees and performance-based compensation, each Fund generally bears its
     own expenses in accordance with its Fund Documents, including, without limitation, the expenses set
     forth below:

         Venture Funds

              •   Organization costs of the Fund and the General Partners;
              •   All costs and expenses incurred in the purchase, holding, sale, exchange or other
                  disposition of portfolio securities; including taxes applicable to the Fund on account of its
                  operations; fees incurred in connection with the maintenance of bank or custodian
                  accounts; brokerage fees; legal, audit, private placement and finder’s fees paid to persons
                  other than the General Partner or members of the General Partner, and other expenses
                  incurred in connection with the registration of the Fund’s portfolio securities under the
                  Securities Act of 1933 (the “Securities Act”); legal and accounting fees and expenses
                  incurred in connection with the purchase, sale, exchange or other disposition of securities
                  (whether or not such purchase, sale or exchange or other disposition is ultimately
                  consummated); and fees and expenses of investment advisers and independent
                  consultants incurred in investigating and evaluating investment opportunities;
              •   All fees incurred in connection with the annual audit of the Fund and the preparation of
                  the Fund’s annual tax return, costs of independent appraisers, legal expenses of the Fund,
                  premiums associated with insurance, if any; preparation and other expenses associated
                  with annual and other reports to the investors, costs associated with any Fund meetings;
                  legal fees and expenses incurred in prosecuting or defending administrative or legal
                  proceedings relating to the Fund; administration fees and expenses;
              •   Indebtedness of, or guarantees made by, the Partnership, the General Partner, the
                  Management Company or any of their Affiliates on behalf of the Partnership (including

           any credit facility, letter of credit or similar credit support), including interest with respect
           thereto, or seeking to put in place any such indebtedness or guarantee
       •   All liquidation costs, fees, and expenses incurred by the Fund or its General Partner.

   Public Funds

       •   The fees and expenses of the independent directors of the Fund (if applicable);
       •   Fees paid to proxy and securities class action advisory firms;
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Item 7 – Types of Clients

Sofinnova provides investment advisory services to Funds and the Separate Accounts.

With respect to the Funds, any initial and additional subscription minimums are disclosed in the relevant
Fund Documents. Minimum investment amounts have been, and may in the future be, reduced in
Sofinnova’s sole discretion.

Although Sofinnova does not maintain a specific minimum dollar value of assets or other conditions for
opening a separately managed account, any such additional account relationship would generally involve
a significant minimum account size.