Solas BioVentures Management LLC

ITEM 5 – FEES AND COMPENSATION

In general, Solas receives a management fee and a portion of the carried interest earned by certain
General Partners in connection with advisory services provided to the applicable Fund. For more
information regarding carried interest distributions in connection with the performance of the
Funds, please see Item 6 – Performance-Based Fees and Side by Side Management detailed below.

The precise amount, the manner of calculation, and timing of payment of any such management
fee, carried interest, or performance-based compensation for each such Fund are established by
Solas, as modified by negotiations with limited partners or members (“Investors”) in the
applicable Fund, and are set forth in such Fund’s Governing Documents. Nonetheless, the structure
of the management fee and carried interest which Solas currently employs, and which Solas
expects to employ with respect to future Funds going forward, is summarized below.

Management Fees

The Funds will pay Solas or its designated affiliate, quarterly in advance for Primary Funds and
annually in advance for SPV Funds, a management fee (the “Management Fee”) based on the
amount an Investor commits to a Fund (“Subscription”). Management Fees will typically be
reduced during the life of a Fund. Investors may be subject to a minimum fee based on an
Investor’s Subscription amount.

Installments of the Management Fee payable for any period other than a full quarterly or annual
period, as applicable, shall be prorated for the actual number of days in such period.

In later Primary Funds, the Management Fee attributable to each Investor shall typically be reduced
for the quarterly period immediately succeeding the quarterly period in which any transaction fees,
break-up fees, director’s fees, advisory fees, monitoring fees, or similar fees or compensation are
received by the General Partner, Solas, or any affiliates thereof from one or more Portfolio
Companies in such Fund (“Portfolio Fees”) by such Investor’s pro rata share of such Portfolio
Fees (net of any applicable taxes and related expenses). If any Investor’s pro rata share of such
Portfolio Fees exceeds the Management Fee that is payable by the Fund for the immediately
succeeding quarter that is attributable to such Investor, such excess shall be carried forward to
reduce the Management Fee attributable to such Investor in successive quarterly periods. If on
termination of such Fund, any amount of Portfolio Fees remains that has not been applied to reduce
the Management Fee as described above, Solas shall typically cause such amounts to be paid pro
rata to Investors who are not in default under the Fund’s Governing Documents (unless such
Investor has notified the General Partner in writing that it does not wish to receive such fees).

If the Management Fee for a prior fiscal period is increased retroactively as the result of the
admission of one or more Investors (“Additional Partners”) to the Fund, at the time of such
increase the Fund shall pay to Solas an additional Management Fee equal to the amount of that
retroactive increase.

Fund Expenses

The General Partners and Solas shall be responsible for all of their normal overhead attributable
to their activities, including salaries, bonuses and employee benefits of their personnel, office
expenses, and office rental and utilities. As set forth in more detail in the applicable Governing
Documents, each Fund pays all applicable expenses attributable to the operation of such Fund,
which typically includes, but is not limited to or certain to include, the following items: the
Management Fee; taxes, fees, and other governmental charges; placement fees (where applicable);
activities involving Fund investments (whether or not consummated, and including broken-deal
expenses); compliance with federal and state securities laws and any other relevant securities laws,
including any relevant filings (CFIUS, etc.); expenses related to portfolio company or Fund
personnel, including those affiliated with prospective investment opportunities or partners;
litigation, insurance, or other related expenses defending the affairs of the Fund, the General
Partner, or any of their respective affiliates; accounting and audit expenses of the Fund and General
Partner; research-related expenses; expenses related to the management of Fund assets; software
and services used in connection with Fund activities, including the third-party administrator of the
Fund and General Partner; all professional expenses for the benefit of the Fund, including the
restructuring of relevant documents and the Governing Documents; expenses incurred in
connection with securing financing on behalf of the Fund; expenses related to hedging activities;
expenses incurred in the formation of special purpose vehicles; costs related to the activities of the
Fund’s advisory board and any expenses approved by the advisory board; reasonable travel
expenses; and any other expenses as specified in each Fund’s Governing Documents or determined
by the General Partner as properly borne by the Fund.

In the event any of the Funds incur any common expense, with respect to expenses relating to a
specific Portfolio Company, the General Partner shall apportion such expenses amongst the Funds
based on the relative amounts invested in such Portfolio Company. With respect to any expense
that does not relate to a specific Portfolio Company, the applicable General Partner(s) shall
determine each Fund’s proportionate share of such expense based on the aggregate commitments
to the capital of each Fund relative to the aggregate commitments to the capital of all other Funds
affected or benefited by such expense, or in any other manner such General Partner(s) determines
is equitable and appropriate after considering the factors such General Partner(s), in good faith,
determines to be relevant.
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ITEM 7 – TYPES OF CLIENTS

Solas provides investment advisory services to certain private pooled investment vehicles managed
by an affiliated General Partner as referenced above in Item 4 – Advisory Business.

Generally, Investors in the Solas Funds will be limited to persons or entities which are Accredited
Investors and/or Qualified Purchasers (as defined in the Investment Company Act of 1940). Funds
have a minimum investment commitment based on each Fund’s Governing Documents; however,
Solas has the ability to waive such minimum investment commitment and permit Investors to make
commitments that are less than the minimum commitment amount as set forth in the relevant
Governing Documents.