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An investment in the Fund entails a significant degree of risk and, therefore, should be undertaken only
by investors capable of evaluating the risks of the Fund and bearing the risks it represents. There can be
no assurance that the Fund's investment objectives will be achieved or that an investor will receive a
return of its capital, and therefore, an investor should only invest in the Fund if such investor is able to
withstand a total loss of its investment. In addition, there will be occasions when the General Partner
and its affiliates may encounter potential conflicts of interest in connection with the Fund. Prospective
investors in the Fund should carefully consider the following factors in connection with an investment in
the Fund. The following is not a complete list of all risks involved in connection with an investment in
the Fund. In addition to the items discussed below, prospective investors should also consider the
information described in Section XI, “Certain Tax & ERISA Considerations” and elsewhere in this
Memorandum. Prospective investors are cautioned not to rely on the prior returns set forth in this
Memorandum in making a decision whether or not to purchase the Limited Partner Interests offered
hereby. The return information contained in this Memorandum has not been audited or verified by any
independent party and should not be considered representative of the returns that may be received by an
investor in the Fund. Past performance is not a guarantee of future results.
Risk of Venture Capital Investments
While venture capital investments offer the opportunity for significant gains, such investments
also involve a high degree of business and financial risk and can result in substantial losses.
Among these risks are the general risks associated with investing in companies at an early state
of development or with little or no operating history, companies operating at a loss or with
substantial variations in operating results from period to period, and companies with the need
for substantial additional capital to support expansion or to achieve or maintain a competitive
position. Such companies may face intense competition, including from companies with greater
financial resources, more extensive development, manufacturing, marketing and service
capabilities and a larger number of qualified managerial and technical personnel. Due to the
limited number of investments that the Fund may make, poor performance by some of the
Fund’s investments could significantly affect the total returns to Limited Partners.
Focused Investment Strategy
The Fund will be focused on life sciences and healthcare technology investments and may not
enjoy the reduced risks of a broadly diversified portfolio. A specific investment focus is
inherently more risky and could cause the Fund’s investments to be more susceptible to
particular economic, political, regulatory, technological or industry conditions or occurrences
compared with a fund, or a portfolio of funds, that is more diversified or has a broader industry
focus.
Risks Associated with Investments in Life Sciences and Healthcare Technology Companies
The success of the Fund’s portfolio companies may be dependent upon obtaining certain
governmental approvals. Companies in the life sciences and healthcare technology industry
typically require the approval of agencies such as the FDA prior to marketing their products to
the public. Of particular significance are the FDA requirements covering research and
development, testing, manufacturing, quality control, labeling and promotion of drugs for
human use. The approval process is very lengthy and very costly, and there can be no
guarantee that a portfolio company will obtain the necessary approvals for its products. If a
portfolio company is unable to obtain these approvals in a timely fashion, the portfolio
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