A. Advisory Firm and Structure
Foresite Capital Management, LLC (“Foresite Capital”) was formed in 2010 and was purpose-built to
invest specifically and exclusively in the modern health economy. The firm seeks to combine traditional
investment management techniques with cutting edge tools and methods to achieve significant ownership
of what it believes are the most impactful and transformative healthcare companies across capital
markets. Foresite Capital will seek to invest in impactful and transformative healthcare companies that
Foresite Capital believes are positioned for significant growth, have a manageable risk profile and have
the potential to become industry leaders in their field (each a “Portfolio Company” and collectively, the
“Portfolio Companies”).
The principal owner of Foresite Capital is James Tananbaum who directly, and indirectly through a
family trust, owns Foresite Capital.1 James Tananbaum is the principal of Foresite Capital (“Principal”).
Foresite Capital provides discretionary investment advisory services to several private pooled investment
vehicles (“Funds”). Currently, Foresite Capital advises numerous multi-investment Funds. Foresite
Capital also manages several special purpose vehicles (“SPVs”, and together with the Funds, the
“Advisory Clients”) that were formed to co-invest with, or invest parallel to, the multi-investment Funds.
Please see the important disclosures regarding potential conflicts of interests related to the Advisory
Clients in Item 6.
SPVs have been, and generally will be, established for the purpose of co-investing in a single Portfolio
Company, or multiple Portfolio Companies, pursuant to the terms of the applicable operating agreement.
Foresite Capital affiliates have co-invested in certain Portfolio Companies indirectly through Advisory
Affiliates (as defined below), SPVs, or co-investment vehicles.
The general partners of the Funds offer co-investment opportunities to existing investors, Foresite Capital
employees, key persons, affiliates of Foresite Capital, and outside parties pursuant to the terms of the
applicable limited partnership agreement. Pursuant to the offering documents, certain co-investments –
those made prior to the “substantial investment date” (as defined in the relevant Client Agreement (as
defined below)) and that are deemed to be an “excess opportunity” (defined as a certain percentage of
capital commitments in each of the relevant Funds’ Client Agreements) – are offered pro rata to all
investors of the applicable Fund. However, the general partner can approve amounts above an investor’s
pro rata amount. In addition to the co-investments noted in the preceding sentence, the Fund’s general
partners have offered, and will in the future offer, the right to participate, directly or indirectly, in certain
portfolio companies to one or more existing investors, outside investors, groups, partnerships or
corporations in the sole discretion of such general partner.
Foresite Capital has formed non-Advisory Client co-investment vehicles through which certain
employees and advisors of Foresite Capital and its affiliates invest alongside specific Funds in certain
delineated Portfolio Companies, in accordance with the detailed terms and disclosures in the offering
documents. Foresite Capital may form additional similar vehicles in the future and may in the future
include outside investors in any such vehicle. Investors should refer to such Fund’s offering documents
for more detail and discussion of potential conflicts of interest.
1 It should be noted that Dana Tananbaum owns Foresite Capital indirectly
through the same trust, but she is not a principal of Foresite Capital.
She is, however, involved with investor relations and communications activity of Foresite Capital.
The activities of each Advisory Client are governed by a limited partnership agreement or limited liability
company agreement that specifies the investment guidelines and investment restrictions applicable to such
Advisory Client (“Client Agreement”).
Typically, affiliates of Foresite Capital serve as the general partners or managing members of each
Advisory Client (each an “Advisory Affiliate”). Each of the Advisory Affiliates is a related person of
Foresite Capital. Foresite Capital, together with the Advisory Affiliates, provides investment management
and/or investment supervisory services. Typically, Foresite Capital, or an Advisory Affiliate, manages
each Advisory Client’s investments pursuant to the Client Agreement. Each Advisory Affiliate retains
investment discretion and management authority over the business and affairs of the Advisory Client for
which it serves as general partner or managing member.
B. Advisory Services
Foresite Capital and the Advisory Affiliates, offer investment advice solely with respect to the
investments made by the Advisory Clients. Such services consist of investigating, identifying, and
evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the
Advisory Clients, managing and monitoring the performance of such investments, and disposing of such
investments. The Advisory Clients invest in private and public company securities.
Foresite Capital, or the Advisory Affiliates, generally have broad and flexible investment authority with
respect to the Advisory Clients. Each Advisory Client’s investment objective and strategy is set forth in
the respective Advisory Client’s Client Agreement. All investors in the Advisory Clients (“Investors”) are
provided with a Client Agreement and, in the case of certain Advisory Clients, a confidential private
placement memorandum or other offering documents prior to making an investment. Investors are urged
to carefully review those documents prior to making an investment in an Advisory Client.
Foresite Capital, or an Advisory Affiliate, tailors its investment advice to each Advisory Client in
accordance with the Advisory Client’s investment objectives and strategy as set forth in the relevant
Client Agreement and, if applicable, confidential private placement memorandum.
Generally, Foresite Capital does not tailor its advisory services to the individual needs of Investors.
Investment decisions and advice are subject to the investment objectives and guidelines set forth in the
relevant Client Agreement.
The Advisory Affiliates have entered into side letter agreements with certain Investors. Side letters are
negotiated prior to investment and establish rights that supplement or alter the terms of the applicable
Client Agreement. Pursuant to such side letters, Advisory Affiliates have granted rights to certain
Investors which are not available to other Investors (including without limitation, advisory board
representation, transparency rights, and reporting rights). Once invested in an Advisory Client, Investors
cannot impose additional investment guidelines, restrictions or other requirements on such Advisory
Client.
Foresite Capital does not participate in wrap fee programs.
As of December 31, 2023, Foresite Capital manages approximately $3.4 billion of Advisory Client assets
on a discretionary basis. Foresite Capital does not currently manage any client assets on a non-
discretionary basis.