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efta-efta01196226DOJ Data Set 9OtherCONFIDENTIAL
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DOJ Data Set 9
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efta-efta01196226
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CONFIDENTIAL
EXECUTIVE SUMMARY
The Fund
The Offering
Size
General Partner's
Capital Commitment
Investment Committee
Advisor
Investment Period
Key Persons
Removal of General
Partner and Early
Termination of
Investment Period
Term
Biosys Capital Partners, LP, a Delaware limited partnership (the "Fund") is a
venture capital fund formed to make non-controlling investments primarily in
private companies at the intersection of technology and life sciences and does
not plan to invest in traditional drug-discovery, diagnostic, and medical-device
companies.
The Fund is offering its limited partnership interests for investment. The
minimum capital commitment is $10 million, subject to the right of Biosys
Capital Management, LLC, a Delaware limited liability company (the
"General Partner"), to waive this minimum for qualified investors ("Limited
Partners" and, together with the General Partner, the "Partners"). The
offering will terminate eighteen months from the date of the initial closing of
the Fund.
The Fund is seeking capital commitments of $150 million. However, the final
capitalization may be greater than or less than $150 million.
The General Partner, its members and/or their affiliates will commit to invest
in the Fund a sum equal to the lesser of (i) $15 million and (ii) 10% of the
aggregate capital commitments made by Limited Partners (other than members
of the General Partner and/or their affiliates) to the Fund (the capital
commitments of the Partners being referred to as the "Capital
Commitments").
Boris Nikolic, David Schwarz, Peter Corsell and Hayes Nuss will compose the
investment committee which will meet on a regular basis in order to review
market conditions and the Fund's investment strategy. These individuals bring
together unique and complementary skill sets in technology and healthcare.
Biosys Capital Advisor, LLC, a Delaware limited liability company (the
"Advisor"), will provide advisory services to the Fund. The Fund will pay the
Advisor an annual management fee equal to 2.0% of the Fund's aggregate
Capital Commitments until the fifth anniversary of the final closing date of the
Fund and 2.0% of the cost basis of the Fund's investments thereafter.
The Partners generally will have no obligation to make capital contributions to
fund new investments after the fifth anniversary of the final closing of the
Fund (the period leading up to such time being referred to as the "Investment
Period").
Subject to certain exceptions, the Investment Period will be suspended if Boris
Nikolic or Hayes Nuss ceases to provide advice to the Fund or fails to devote
such time and effort as is reasonably necessary to oversee the Fund's affairs.
Limited Partners representing at least two-thirds in interest of the Limited
Partners (based on their respective Capital Commitments) will have the right to
remove the General Partner and to terminate the Investment Period for
"Cause". Limited Partners representing at least 80%-in-interest of the Limited
Partners (based on their respective Capital Commitments) will have the right to
remove the General Partner at any time without "Cause".
The Fund's term will terminate on the tenth anniversary of the initial closing of
the Fund. The General Partner may extend the term of the Fund for up to two
additional one-year periods with the approval of more than 50%-in-interest of
the Limited Partners (based on their respective Capital Commitments).
EFTA01196226
CONFIDENTIAL
Early Termination
Timing of Distributions
Carried Interest Rate
Distribution Priorities
The Fund may be dissolved at any time upon the vote of at least 80%-in-
interest of the Limited Partners (based on their respective Capital
Commitments).
Investment proceeds generally, net of any provision for income taxes
(including tax distributions to the General Partner) and expenses, will be
distributed as soon as practicable after receipt thereof. Current cash receipts
from dividends, interest and other non-tax distributions from the Fund's
investments net of any provision for income taxes (including tax distributions
to the General Partner) and expenses will be distributed at least annually.
As discussed below, after the return of the Limited Partners' capital
contributions to the Fund, the General Partner will receive a carried interest of
20%.
Each distribution made to the Partners by the Fund will be apportioned among
the Partners as follows: The amount apportioned to the General Partner (and its
affiliates, including any Limited Partners that are affiliates of the General
Partner) will be distributed to the General Partner (and such affiliates), and the
other Partners' apportioned share of any distribution will be distributed as
follows:
I. Return of Capital Contributions: First, 100% to the Partners until each
Partner has received cumulative distributions from the Fund equal to the
aggregate capital contributions to the Fund made by such Partner; and
2. 80/20 Split: Thereafter, 80% to the Partners and 20% to the General
Partner.
This executive summary (this "Summary, is provided solely for general reference purposes and use by prospective
investors and third parties in connection with their consideration of the transactions contemplated hereby and does not,
nor is it intended to, provide a complete description of any or all of the terms set forth herein. None of the Fund, the
General Partner, the Advisor, or any of their respective affiliates, employees or representatives makes any
representations or warranties, express or implied, as to the accuracy or completeness of any of the information
contained herein and any recipient hereof is not entitled to rely on the accuracy or completeness hereof. This
Summary is qualified in its entirety by reference to the Limited Partnership Agreement, the Subscription Agreement,
and the Private Placement Memorandum of the Fund, copies of which will be provided to, and should be carefully
reviewed by, each prospective investor prior to making an investment decision. This Summary, does not constitute an
offer to sell or a solicitation of an offer to buy limited partnership interests of the Fund or any other securities.
The
sole purpose of this Summary is to assist prospective investors or other third parties in deciding whether to proceed with
a further investigation and evaluation of the Fund in connection with their consideration of an investment in or other
transaction with the Fund. Each recipient agrees, and the receipt of this Summary serves as an acknowledgment
thereof, that the subject matter hereof and all of the information contained herein is of a confidential nature and that
the recipient agrees to hold this Summary and all information herein in the utmost and strictest confidence.
EFTA01196227
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