A. Description of the Firm
The Firm provides discretionary investment management services in the healthcare sector to
domestic and offshore private pooled investment vehicles and their related alternative investment vehicles
(each a “Fund” and together the “Funds”). Deerfield Management Company, L.P. has been engaged in the
business of managing Funds since January 13, 1994; Series C thereof has been engaged in the business of
managing Funds since January 1, 2005. The Firm is wholly owned, directly and indirectly through Flynn
Management LLC, by its Managing Partner, Mr. James E. Flynn (the “Managing Partner”), and is controlled by
its general partner, Flynn Management LLC, which is solely owned and controlled by the Managing Partner.
An affiliate of the Firm, Deerfield Mgmt, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt HIF II, L.P.,
Deerfield Mgmt HIF III, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. or Deerfield Mgmt V, L.P., as
applicable, is the general partner for those Funds organized as limited partnerships (each, a “General
Partner”). Each General Partner is located at the Firm’s office in New York City.
The Firm conducts its investment advisory business from its office in New York City. The Firm
conducts market and regulatory research on the global healthcare industry from its office in New York City.
For a portion of 2023, the Firm conducted market and regulatory research through one foreign subsidiary in
Shanghai, which was closed in 2023.
The Firm provides operational support to some portfolio companies from its New York City office
and an office at:
Deerfield Management Company, L.P.
300 Interpace Parkway (C3)
Parsippany, NJ 07054
A subsidiary of the Firm, Deerfield Discovery and Development, LLC (“3DC”), facilitates the
incubation, development and operations of certain portfolio companies, and is managed from the Firm’s New
York City office. An affiliate of the Firm, Genscience LLC (“Genscience”), provides scientific and technical
support related to genetics to certain portfolio companies and third parties.
An affiliate of the Firm, 345 PAS Holding LLC, owns property and a building located at 345 Park
Avenue South, referred to as the Cure, and is the landlord for the Cure. The Firm’s headquarters, its New
York City office, is located in the Cure. The Cure is a healthcare innovation center in New York City, designed
to provide laboratories, engineering and computing space, and other facilities and services to scientists,
entrepreneurs and organizations in the healthcare space, including portfolio companies of the Funds.
Another affiliate of the Firm, Cure Experience Services LLC, provides ancillary services to guests and residents
at the Cure.
Certain portfolio companies reimburse or pay the Firm and/or its affiliate(s) for certain services,
goods, intellectual property and facilities provided by the Firm and/or its affiliates to or for the benefit of such
portfolio companies, subject to the governing documents of each Fund.
As used herein, the term “client” generally refers to each of the Funds.
B. Advisory Services
Each of the Funds has engaged the Firm as its discretionary investment manager. In that capacity,
the Firm manages the assets of each Fund and invests the assets of the Funds in accordance with each Fund’s
investment strategy. The Firm conducts extensive fundamental research into healthcare sector investment
opportunities, including research on individual companies, products and services, drug and device
development pipelines, early stage medical research at research institutions, clinical trials, specific product
and service markets, intellectual property protection and litigation, political and regulatory developments,
evolving business trends and the dynamics of public and private securities markets. The Firm makes use of
this fundamental research to identify investment opportunities, determine how best to structure or “express”
an investment thesis, direct the purchase and sale of securities, negotiate
structured investment transactions,
support the operations of certain portfolio companies and generally manage and invest the assets of the
Funds. The Firm also utilizes analytical, quantitative, systematic and algorithmic techniques or strategies to
develop differentiated views on securities and identify investment opportunities.
The particular investment objectives, strategies, fees and risks of each Fund, and other relevant
information, are contained in each Fund’s confidential offering documents (each, a “Memorandum”).
C. Tailoring Services to Client Needs
The Firm’s investment management services adjust to accommodate each Fund’s investment
strategy, as set forth in each Fund’s Memorandum. In the case of Deerfield Partners, L.P., which utilizes the
Public Securities Strategy (described below), the Firm expresses its investment theses primarily through
exchange traded securities, including derivatives, although it also invests in non-exchange traded securities
and in privately structured debt with publicly traded companies. Up to 15% of such Fund’s investments may
be in illiquid securities and other assets (as defined in the Fund’s governing document). In the case of Funds
on whose behalf the Firm utilizes the Private Design Strategy (described below) (the “Private Design Funds”),
the Firm may generally direct investments in any type of asset (subject to the limitations specified in the
applicable Fund Memorandum) and employ a variety of transaction structures. Lastly, in the case of the
Funds on whose behalf the Firm utilizes the Healthcare Innovations Strategy (described below) (the
“Innovations Funds”), the Firm focuses on early stage investing.
The Firm has established an advisory board (the “Advisory Board”) with which the Managing Partner
consults on a periodic and as needed basis regarding the Firm’s management of the Funds. The Advisory
Board consists of persons selected by the Managing Partner who are representatives of institutional investors
and who have been asked by the Managing Partner to serve on the Advisory Board. The size of the Advisory
Board is determined by the Managing Partner and may be increased or decreased by him. The subjects
addressed by the Advisory Board may include communications between the Firm and Fund investors, the
allocation or structuring of investments that affect more than one Fund, strategic development of the Firm,
conflicts of interest, amendments to Fund documents and such other matters as may be identified by the
Managing Partner or members of the Advisory Board. The organizational documents of certain Funds also
delegate to each such Fund an advisory committee with the authority to advise on or approve certain
conflicts of interest and actions proposed by the General Partner of a Fund that are applicable specifically to
such Fund. Members of the Firm’s Advisory Board and of a Fund’s advisory committee, where applicable,
serve without compensation or other pecuniary benefit. Members of the Firm’s Advisory Board may, and
currently do, serve as members on one or more Fund advisory committees. Similarly, members of a Fund’s
advisory committee may, and currently do, sit on one or more other Fund advisory committees. Such overlap
may create a conflict of interest for certain members who have an incentive to favor the Fund in which it has
the greatest economic interest.
D. Wrap Fee Programs
The Firm does not currently provide any investment management services in a wrap fee program.
Assets under Management
All Fund assets are managed by the Firm solely on a discretionary basis. As of December 31, 2023,
the Firm managed approximately $16,117,400,000 on a discretionary basis. The foregoing is computed using
the same method used to report “regulatory assets under management” in Item 5.F in Part 1A of the Firm’s
Form ADV.
The information provided above about the investment advisory services provided to the Funds is
qualified in its entirety by reference to the relevant Fund’s governing documents and Memorandum.