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V. NEW LEAF VENTURE PARTNERS INVESTMENT STRATEGY

New Leaf’s investment strategy is differentiated in the venture capital industry in terms of its sector focus, specific approaches within each sector, and the depth of experience and long-term track record that supports each element of the strategy. NLV-III will be invested in a diversified portfolio across four sectors: a primary focus on Biopharmaceuticals and Information Convergence, and a secondary focus on Medical Devices and Biological Research Tools & Infrastructure. The Fund Managers believe that these are the sectors within the healthcare technology industry where, with a targeted and specific sector strategy, there is the potential to generate attractive returns within a time frame consistent with the goals of investors in a venture capital fund. Importantly, the drivers behind the opportunity for value creation, major risk factors, capital requirements, timelines, and universe of potential acquirers in each of these sectors are distinct, and thus a portfolio constructed with investments with a combination of these will benefit from this diversification.

The Fund Managers will invest the Fund in a diversified portfolio composed of an estimated 24 - 28 companies that will be predominantly domiciled in the U.S., but could include a small number of companies based in Western Europe or Canada. The Fund Managers intend to serve on the boards of directors for the majority of the companies in the portfolio and will generally seek to establish ownership positions in companies that are large enough to allow them to exert considerable influence on the company’s strategies, budgets, financing plans, operating objectives, management team composition, and paths to exit.

Consistent with past transitions between funds, the Fund Managers have evolved the investment strategy for NLV-III to reflect the team’s view of where the most attractive opportunities will exist during the life of the Fund. The investment strategy for NLV-III will be distinct from other recent funds in terms of the specific weightings that will be placed on the targeted sectors, and certain considerations for company selection within those sectors.

BIOPHARMACEUTICALS INVESTMENT STRATEGY

As in all previous funds, biopharmaceutical investments will be the core focus for NLV-III and will comprise approximately 50% - 60% of the Fund. The Fund’s biopharmaceutical investments will be mostly in development stage and commercial stage private companies, and will also likely include some investments in small capitalization public companies through structured transactions. The Fund Managers intend to construct a well-diversified portfolio of biopharmaceutical investments that includes a balanced mix of companies with earlier stage and later stage development programs and product platform technologies. Regardless of stage, by focusing on biopharmaceutical investments ahead of key risk inflection points, the Fund Managers expect to fund companies through the periods of greatest value creation to points where they will either become attractive targets for acquisition or partnership, or become of high interest to public market investors. In some cases, private companies whose underlying assets mature to these stages will become viable candidates for initial public offerings (IPOs) or mergers into public companies.

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CONTROL NUMBER 257 - CONFIDENTIAL
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