SR One Capital Management LP

FEES AND COMPENSATION

        In general, SR One receives a management fee and a carried interest in connection with the
provision of advisory services to its clients. SR One or other Firm entities or affiliates expect to
receive additional compensation in connection with management and other services performed for
portfolio companies of the Funds and such additional compensation will offset in whole or in part
the Management Fees (as defined below) otherwise payable to SR One to the extent provided by the
Governing Documents. In addition, in certain circumstances, SR One expects to receive
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds. Investors in a Fund also will bear certain expenses.

Management Fees

        Each Fund generally will pay SR One a management fee (the “Management Fee”) equal to
2%, or 1.5% with respect to the Opportunities Fund, on an annual basis of aggregate capital
commitments (“Commitments”) of investors that are not designated as “affiliated partners” by the
General Partner. Payments are made quarterly in advance. Upon a specified date, or, if earlier, the
occurrence of certain events, in each case, as set forth in the Governing Documents (the “Stepdown
Date”), the Management Fee will equal 2%, or 1.5% with respect to the Opportunities Fund, of the
aggregate amount of invested capital with respect to the portion of each investment that has not been
disposed of or permanently written down as of that time, in each case with respect to partners not
designated as “affiliated partners.” Investors participating in a subsequent closing after the initial
closing date generally will be assessed Management Fees retroactive to the beginning of the effective
date of the Fund, with interest. Installments of the Management Fee payable for any period other
than a full quarterly period are adjusted on a pro rata basis according to the actual number of days in
such period. As a general matter, Management Fees will be payable during term extensions unless
otherwise agreed with investors. The Co-Invest Vehicles are typically not subject to a Management
Fee.

       As is typically the case in private equity funds, the Governing Documents provide that a
Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the
Fund’s then-current net asset value. As further described in the Governing Documents, from the
effective date of the relevant Fund until the Stepdown Date, Management Fees generally will be
charged based on a formula tied to the amount of the relevant Fund’s aggregate Commitments. After
the Stepdown Date, Management Fees generally will be charged and calculated based on the
aggregate amount of investment contributions (including, where applicable, a Fund borrowing
component) and bridge financing contributions made (or to be made at a later date to pay down debt
used to fund investments or bridge financings) by the relevant Fund relating to investments that have
not been disposed minus the aggregate amount of any permanent write downs of investments that
have not been disposed of (“Impaired Value Investments”).

      The Governing Documents do not require Management Fees to be reduced or refunded
following the occurrence of a writedown, decrease (including a significant decrease) in fair value
or other event not constituting a complete realization, such as a reorganization, roll-over
investment in connection with a sale or dividend distribution, except in the case of investments
meeting the relevant Impaired Value Investment standard under the Governing Documents.

      As a result, and as is generally the case for private equity funds, the amount of Management Fees
generally will not correspond with fluctuations in the net asset value of individual investments or of a
Fund, including following the relevant investment period, and will not be reduced in connection with
any write downs (whether temporary or permanent), except in the case of Impaired Value Investments.
Except where the Governing Documents expressly provide to the contrary, Management Fees will not
be reduced (in whole or in part) in the case of partial distributions or partial sales of investments (e.g.,
those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over
investments, extraordinary dividends or similar transactions or in circumstances where one or more
other Fund(s) divest their respective investment(s) (including credit investments) in the relevant
portfolio company, whether in whole or in part, in each case in circumstances that do not result in the
complete disposition of the relevant Fund’s interest therein, and even in cases where the value of
the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced
(including substantially reduced) as a result of such transaction.

      In many circumstances, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific expenses of unrealized investments. Further, Management Fees
generally will not be reimbursed or refunded under the Governing Documents in the event of
realizations, dispositions or partial write-downs or write-offs that occur partway through the
relevant calculation period.

         The Governing Documents set forth the full list of terms under which Management Fees
will be reduced, offset or otherwise be limited, and consequently investors should expect to bear
the full specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.

        The Fund’s Management Fee is expected to be reduced by an amount equal to 100% of
Transaction Fees (as may be adjusted pursuant to the Partnership Agreement) attributable to
investors not designated as “affiliated partners” by the General Partner, as set forth in the relevant
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TYPES OF CLIENTS

         SR One provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to SR One’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended. The investors
participating in the Funds generally include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and often include, directly or indirectly, principals or other personnel of SR One and its
affiliates and members of their families, any Venture Partners or other service providers retained
by SR One or a Fund, as well as executives of portfolio companies.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the Governing Documents
of such vehicles and the related Fund.

       Each Fund generally has a minimum investment amount set forth in its Governing
Documents for third-party investors, and Fund interests are offered and sold solely to qualified
investors (or qualified knowledgeable Firm personnel). SR One generally is permitted to waive
such minimum investment amount.

             METHODS FF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       SR One is a biotechnology venture capital firm focused on minority, and in some cases,
majority equity and debt investments primarily in emerging life science or other healthcare
companies globally believed to benefit from the Firm’s investment and operating expertise and
experience in the industry. SR One’s investment advisory services consist of identifying and
evaluating investment opportunities, negotiating investments, managing and monitoring
investments and achieving dispositions for investments. SR One directs its clients to invest in
public and non-public companies, though SR One generally focuses primarily on investments in
non-public companies.

        SR One’s investment strategy for the Funds focuses on the acquisition of minority or
majority interests in biotechnology or other healthcare companies that SR One believes are
developing novel medicines to treat serious unmet medical or other healthcare needs. With the
exception of the Opportunities Fund, SR One generally invests in companies that are at the earlier
stage of their lifecycle, but may invest in later stage companies. As a result of the above factors,
SR One aims to make investments at lower valuations relative to what it believes is the future
potential of the companies. SR One focuses primarily on investments in North America and Europe
that require approximately $30 million to $40 million of capital over the life of the investment,
although the required capital or amount invested by SR One may be greater or less than such
amounts.

        The Opportunities Fund generally pursues investments in (i) later-stage follow-on
financings for certain existing investments of the Funds in respect of which the Funds have fully
satisfied their allocations to such investments and (ii) select investments in public biotech
companies which SR One believes are trading at attractive valuations.

        Once an investment is made, SR One seeks to leverage its expertise and network to provide
strategic and operational advice, complement and/or work with the company’s management team
to advance the company’s goals.

        There can be no assurance that SR One will achieve the investment objectives of any Fund
and a loss of investment is possible.

Investment Process

        Sourcing Model. Deal flow is expected to originate from a range of sources, including:
entrepreneurs and management teams SR One has worked with before, or knows through network;
academics/institutions SR One has worked with before, or knows through network; investment
bankers and other advisors; specialist seed investors; proactive landscape reviews of identified
therapeutics areas/new and enabling technologies; referrals from other venture capitalists (“VCs”).
SR One seeks to leverage each of these sources with both an active (regular meetings or
interactions in the ordinary course of business) and a passive (incoming) approach.

       Investigation and Due Diligence. SR One runs a thorough and detailed diligence process,
which, in some cases, includes but is not limited to the following:

       1. Assessment of mechanism of action / biological rationale;
       2. Drug product robustness (chemistry, biologic, gene therapy, cell therapy, etc.);
       3. Drug product developability (CMC, toxicity profile, delivery method, formulation,
           COGS);
       4. Drug development strategy including translation, biomarkers, surrogate endpoints,
          clinical trial design, regulatory approval endpoints;
       5. Commercial Opportunity including investment valuation, exit valuation, return
          modelling, buyer universe / appetite, financial market appetite, end user market
          opportunity;
       6. Intellectual property conducted via a fully outsourced independent review;
       7. Legal / corporate conducted, in the case of new investments, via a fully outsourced
           independent legal review of investment documents, articles, internal policies, assets,
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