Cormorant Asset Management, LP

Firm Description and Principal Owners Cormorant Asset Management, LP (together with its advisory affiliates, “Cormorant”), is organized under the laws of the State of Delaware, and has its principal office at 200 Clarendon Street, 50th Floor, Boston, Massachusetts 02116. Cormorant is registered as an investment adviser with the Securities and Exchange Commission (the “SEC”) and is subject to the relevant rules and regulations promulgated under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Cormorant’s business is also conducted through its affiliates, organized as Delaware limited liability companies, Cormorant Asset Management GP, LLC, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP, LLC, Cormorant Private Healthcare GP II, LLC, Cormorant Private Healthcare GP III, LLC, Cormorant Private Healthcare GP IV, LLC, Cormorant Private Healthcare GP V, LLC, and Cormorant Private Healthcare GP VI, LLC (each the “General Partner” and, collectively, the “General Partners”) and Cormorant PR (as described further below). Bihua Chen fully controls Cormorant. Ms. Chen is the sole managing member of the General Partners and Cormorant PR. Cormorant has delegated a part of its advisory services to Cormorant Asset Management Puerto Rico LLC (“Cormorant PR”), which is organized under the laws of Puerto Rico. Ms. Chen fully owns and controls Cormorant PR. Cormorant PR is charged with providing discretionary investment advisory services to the Advisory Clients’ (as described further below) portfolios. Types of Advisory Services Cormorant provides discretionary investment advisory services to the following advisory clients (the “Advisory Clients”): •

Hedge Fund: Cormorant Global Healthcare Master Fund, LP, a Cayman Island exempted limited partnership, is the main fund in a master-feeder hedge fund (the “Hedge Fund”) with Cormorant Global Healthcare Fund, LP, a Delaware limited partnership, as the onshore feeder (the “Onshore Feeder”) and Cormorant Global Healthcare Offshore Fund, Ltd., a Cayman Island exempted limited company, as the offshore feeder (the “Offshore Feeder”).

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Private Equity Funds: o Cormorant Private Healthcare Fund I, LP, a Delaware limited partnership, is a private equity fund (the “PE Fund”), organized via a mini master-feeder structure with Cormorant Private Healthcare Offshore Fund I LP, a Cayman Island exempted limited partnership, as the offshore feeder; o Cormorant Private Healthcare Fund II, LP, a Delaware limited partnership, is a private equity fund (the “PE Fund II”), organized via a mini master-feeder structure with Cormorant Private Healthcare Offshore Fund II LP, a Cayman Island exempted limited partnership, as the offshore feeder; o Cormorant Private Healthcare Fund III, LP, a Delaware limited partnership, is a private equity fund (the “PE Fund III”), organized via a mini master-feeder structure with Cormorant Private Healthcare Offshore Fund III LP, a Cayman Island exempted limited partnership, as the offshore feeder; o Cormorant Private Healthcare Fund IV, LP, a Delaware limited partnership, is a private equity fund (the “PE Fund IV”), organized via a mini master-feeder structure with Cormorant Private Healthcare Offshore Fund IV LP, a Cayman Island exempted limited

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partnership, as the offshore feeder; Cormorant Private Healthcare Fund V, LP, a Delaware limited partnership, is a private equity fund (the “PE Fund V”), organized via a mini master-feeder structure with Cormorant Private Healthcare Offshore Fund V LP, a Cayman Island exempted limited partnership, as the offshore feeder; and Cormorant Private Healthcare Fund VI, LP, a Delaware limited partnership, is a private equity fund (the “PE Fund VI”), organized via a mini master-feeder structure with Cormorant Private Healthcare Offshore Fund VI LP, a Cayman Island exempted limited partnership, as the offshore feeder.

Separately Managed Account: a single separately managed account (the “Account”).

Unless specifically noted otherwise, in this Brochure, the Hedge Fund, the PE Fund, the PE Fund II, the PE Fund III, the PE Fund IV, the PE Fund V, and the PE Fund VI are each referred to as a “Fund” and collectively as the “Funds.” In the Brochure sections discussing our private equity funds, we will refer to the PE Fund, the PE Fund II, the PE Fund III, the PE Fund IV, the PE Fund V, and the PE Fund VI as the “PE Funds.” The Hedge Fund’s objective is to seek superior risk-adjusted returns with low market correlation. Cormorant aims to accomplish this objective primarily through a combination of long investment positions and short selling in order to achieve capital appreciation, while attempting to preserve capital and mitigate risk through hedging activities. The Hedge Fund invests substantially, but not solely, in publicly traded equity securities in the healthcare and life science industries. Cormorant provides discretionary investment advisory services to the Account in accordance with the same objective and similar parameters as the Hedge Fund. The PE Funds’ objective is to generate significant long-term capital appreciation by creating or investing in market innovative companies in the biotechnology and life sciences marketplace (each a “Portfolio Company” and, collectively, the “Portfolio Companies”). Cormorant expects to achieve this objective by primarily investing in privately held early stage, later stage developmental, and “crossover” (or mezzanine) round or pre-IPO Portfolio Companies in the biotech, medical device, diagnostics, generics, pharmaceutical, specialty pharmaceutical, and life science research tool sectors. Additionally, the Hedge Fund and the PE Funds may invest in Portfolio Companies through PIPEs (i.e., private investment in public equity), start-up Portfolio Companies, and/or special purpose acquisition companies (i.e., “SPACs”), including start-ups organized, managed, and funded with Cormorant’s or its affiliates’ proprietary capital. Tailored Relationships Cormorant does not tailor its advisory services to the individual needs of investors in the Advisory Clients (each an “Investor” and, collectively, the “Investors”) and does not accept Investor imposed investment restrictions. Investors are informed of Cormorant’s investment strategy for an Advisory Client prior to making their investment. When deemed appropriate, Cormorant has established, and may in the future establish, separately managed accounts for particular investors. These accounts are subject to investment objectives, guidelines, restrictions, fee arrangements, and other individually negotiated terms. Generally, these account relationships involve significant account minimums.

Wrap Fee Programs Cormorant does not participate in any wrap fee programs. Assets Under Discretionary and Non-Discretionary Management As of December 31, 2025, Cormorant had approximately $ 3,838,575,938 in regulatory assets under management, all on a discretionary basis.

Management Fees, Performance Allocation, and Carried Interest Distributions With respect to the Hedge Fund, Cormorant receives a monthly management fee, in advance, in an amount equal to 0.1667% (2.0% annualized) of each Investor’s Series A capital account and 0.125% (1.5% annualized) of each Investor’s Series F capital account, generally calculated based on the net asset value of the applicable Investors’ investment as of the beginning of each month and computed prior to the payment or accrual of any performance allocation. The General Partner is entitled to receive an annual performance allocation equal to 20.0% of the net appreciation in the value of each Investor’s Series A capital account and 17.5% of the net appreciation in the value of each Investor’s Series F capital account, which are both subject to a customary high-water mark. Series F was available to Investors at the Hedge Fund’s launch and is currently closed. With respect to the PE Funds, Cormorant receives a quarterly management fee at the beginning of each calendar quarter in an amount equal to 0.25% (1.0% annualized) or 0.50% (2.0% annualized) of the sum of (i) the aggregate net capital contributions of each Investor in the fund attributable to the cost of investments in Portfolio Companies that have not yet made an initial public offering and (ii) the capital account balance of such Investor attributable to each Portfolio Company that has made an initial public offering, payable until the end of each of the Fund's Term, as defined in each of the Funds’ offering and governing documents. In addition, the General Partner may receive carried interest distributions (the “Carried Interest Distributions”), based on, among other factors, return of paid-in capital contributions, proceeds received by the Fund and the preferred return and subject to a clawback provision. The Carried Interest Distributions are generally deducted from proceeds distributed by the PE Funds from time to time (including upon the liquidation of the Fund) as determined by its General Partner. Additionally, PE Fund III offered limited parentship interests with 1% management fee and 30% carried interest that was calculated in the same manner noted above. The management fee, performance allocation, and Carried Interest Distributions may, in the sole discretion of Cormorant or the General Partners (as applicable), be waived, reduced, or rebated for certain Investors, including affiliates of the General Partners or Cormorant. Cormorant also receives from the Account an asset-based monthly management fee and an annual performance-based fee, subject to a customary high-water mark, in the amounts set forth in the agreement between Cormorant and the Account investor. Cormorant will reduce the management fee by 100% of (i) the Funds’ share of directors’ fees paid by Portfolio Companies to Cormorant or its affiliates and their respective managers, members, or employees directly attributable to the Funds’ investment in such Portfolio Companies and (ii) all net fee income

received by Cormorant, its affiliates, and their members or employees (not otherwise employed by or engaged as a consultant or other service provider by a Portfolio Company) from Portfolio Companies directly attributable to the Funds’ investment in such Portfolio Companies. Investors invested in the Advisory Clients do not have the ability to choose to be billed directly for fees incurred. Cormorant (or an affiliate) deducts fees from Investor assets invested in the Advisory Clients. Cormorant shares a portion of the management fees with Cormorant PR in exchange for the advisory services Cormorant PR provides to the Advisory Clients. Other Fees and Expenses In connection with the investment management services it provides, Cormorant will bear all of its own normal and recurring operating expenses and overhead costs, except that research and research-related expenses may be paid for through the permitted use of “soft dollars” (as described in Item 12 - Brokerage Practices). The management fee may exceed the expenses borne by Cormorant on behalf of its Advisory Clients. In addition to fees payable to Cormorant, the Advisory Clients, and therefore their respective Investors, may pay a variety of expenses related to each Advisory Client’s investments and operations, including, without limitation, brokerage and other transaction costs, clearing and settlement charges, trade break fees, consulting expenses, research expenses (including research-related travel expenses), legal fees and other expenses in connection with conducting due diligence and negotiating the terms of certain investments, custodial fees, initial and variation margin, interest and commitment fees on debit balances or borrowings, stock borrowing fees and proxy solicitation expenses, legal expenses, audit and tax preparation expenses, accounting fees, costs of the administration of the Advisory Clients (including, but not limited to, fees and expenses of an administrator and third party valuation services), regulatory costs and expenses (including filing and licensing fees), organizational expenses, premiums for liability insurance, fees for risk management services, indemnification expenses, entity-level taxes, issue or transfer taxes, costs of reporting to Investors, costs of litigation, any extraordinary expenses, and other similar expenses related to the Advisory Clients. Certain Advisory Clients, including the PE Funds, will also bear expenses related to the purchase, sale, recapitalization, or refinancing of Portfolio Companies (including broken deal expenses), placement agent fees, legal fees, and other expenses in connection with conducting due diligence and negotiating the terms of investments in Portfolio Companies.

As a general matter, Cormorant’s methods of analysis and investment strategies are described in the Advisory Client’s offering and governing documents, which are provided to Investors prior to the time of an investment. The information contained herein is a summary only. For a complete overview of Cormorant’s methods of analysis and investment strategies and the risks associated therewith, Investors should refer to the Advisory Client’s offering and governing documents. Investment Strategies and Methods of Analysis Investment Objective and Strategy The Hedge Fund’s objective is to seek superior risk-adjusted returns with low market correlation. Cormorant aims to accomplish this objective primarily through a combination of long investment positions and short selling to achieve capital appreciation, while attempting to preserve capital and mitigate risk

through hedging activities. Most of the Hedge Fund’s assets are invested on a global basis in publicly traded equity securities in the healthcare and life science industries. The PE Funds’ objective is to generate significant long-term capital appreciation by creating or investing in market innovative companies in the biotechnology and life sciences marketplace. Cormorant intends to achieve this objective by primarily investing in privately held early stage, later stage developmental, and “crossover” (or mezzanine) round or pre-IPO biotech and life sciences companies. Cormorant expects to hold its investments in Portfolio Companies until after a successful IPO of such Portfolio Company’s shares or in connection with an acquisition of such Portfolio Company by another company. The life science industry has and will continue to play a major role in our society and economy. Due to its importance to the economy as well as the difficulty of assessing scientific, technological, and clinical assets, Cormorant believes that there are significant market inefficiencies, and therefore opportunities for superior risk-adjusted return, in the life sciences industry. Additionally, Cormorant has a long-term investment horizon and believes this to be a differentiating feature of its investment philosophy. Cormorant believes that the most attractive investment opportunities are those where Cormorant has a differentiated view on the business and financial outlook of a potential investment, with clearly defined stock drivers or catalysts. Investment Process Cormorant uses a fundamental, research-intensive approach that focuses primarily on scientific research to identify investment opportunities. The identification process is based on Cormorant’s research and understanding of drugs and technologies developed by both private and public biotechnology and life sciences companies. After identifying potential investments, Cormorant will conduct therapeutic area reviews and research of such companies. The purpose of this research is to understand a company’s products, business model, strategy, marketplace, competition, and ultimately to identify key variables in a potential investment. Cormorant also intends to maintain an analytical “edge” in understanding those variables by bringing an independent perspective on the business and financial outlook of such potential investments developed through a detailed fundamental analysis utilizing such research. Typically, Cormorant will invest in companies where its outlook is meaningfully different than market consensus. In carrying out the Hedge Fund’s investment objectives, Cormorant focuses on long and short positions that Cormorant has a reasonable expectation will produce positive returns. The long positions typically include securities that Cormorant believes are undervalued or that Cormorant believes will increase in value. The short positions typically include securities that Cormorant believes are overvalued or that Cormorant believes will decrease in value. Additionally, Cormorant may engage in long or short trading strategies to generate profits from irrational market behavior or short-term valuation anomalies. Further, particularly on the long side, Cormorant tends to concentrate investments in the ideas that Cormorant holds the highest convictions. Consequently, the Hedge fund may invest a significant portion of its assets in securities of a limited number of issuers. Consistent with the investment philosophy, the Hedge Fund is not constrained by diversification requirements or other limitations as to the types of securities, other investment instruments, industries, sectors, countries, or asset classes in which it may be invested. The Hedge Fund invests in companies both within and outside the U.S., with U.S. opportunities likely comprising a majority of the portfolio. In carrying out the PE Funds’ investment objectives, Cormorant focuses on investments that Cormorant has a reasonable expectation will produce significant returns. Cormorant invests each of the PE Fund’s assets in a select number of Portfolio Companies and intends to hold its investments in Portfolio Companies until after a successful IPO of such Portfolio Company’s shares or in connection with an acquisition of such

Portfolio Company by another company. In the event of and following the IPO of a Portfolio Company, each PE Fund will hold the shares of such Portfolio Company for such period of time as may be determined by Cormorant in its sole discretion. Cormorant may invest in Portfolio Companies both within and outside the U.S., with U.S. investments expected to comprise a majority of the portfolio. Cormorant, when it deems appropriate, may use leverage in its investment program. Cormorant expects that the PE Fund, the PE Fund II, the PE Fund III, the PE Fund IV, the PE Fund V, the PE Fund VI, and the Hedge Fund will each seek to participate in the initial public offering (if any) of the shares of one or more of the Portfolio Companies, even if the Hedge Fund was not invested in the applicable Portfolio Company prior to the initial public offering of such Portfolio Company’s shares. In most cases, the opportunity to purchase shares of a Portfolio Company that are available as a part of such Portfolio Company’s initial public offering shall be made in accordance with Cormorant’s allocation policies and take into account each of the Fund’s investment objectives, investment portfolio, available cash, the investment restrictions set forth in their respective governing agreements, and/or any legal, tax, or other regulatory restrictions that may be applicable to the Funds or the applicable Portfolio Company. Risk of Loss Risks Associated with the Investments Generally Investment and Trading Risks. An investment in the Funds involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that Cormorant’s investment program will be successful. Cormorant invests substantially all of the Funds’ assets in securities, some of which may be particularly sensitive to economic, market, industry, and other variable conditions. In recent years, the markets in which Cormorant invests have experienced significant volatility and losses. No assurance can be given as to when or whether adverse events might occur that could cause immediate and significant losses to the Funds. Therefore, an Investor should only invest in the Funds if it can withstand a total loss of its investment. Risks Associated with the Life Sciences, Biotechnology, and Healthcare Industry. Companies in the life science, biotechnology, and healthcare industry are subject to certain risks not typical of investments made in other industries, including the following: •

The financial performance of many healthcare companies is highly dependent on third-party and government reimbursement policies that are under constant review and are subject to change at any time. Any such change could adversely affect the viability of one or more such companies.

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New legislative and regulatory initiatives by state and federal legislative bodies or the Food and Drug Administration (“FDA”) could impede, rather than promote, the growth of the healthcare industry. In the event of such an impediment, Cormorant may have difficulty identifying attractive healthcare investment opportunities. Moreover, otherwise profitable investments could become unprofitable.

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Many healthcare companies derive a large portion or all of their value from a single product. The viability of these products and financial performance of these companies is highly dependent on completing successful clinical trials, obtaining FDA approval, and receiving third-party reimbursement.

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Many life science companies face high research and development costs and obsolescence of their

products. These factors may have a significant adverse effect on the financial condition and operating results of these companies. •

Many life sciences and healthcare companies depend heavily upon intellectual property for their competitive position. There can be no assurance that the companies will be able to obtain patents for key inventions. Moreover, within the life sciences and healthcare industries, patent challenges are frequent. Even if patents held by the company are upheld, any challenges thereto may be costly and distracting to the company’s management.

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As the Funds invest primarily in securities of healthcare companies, its investment performance will be closely tied to and affected by the healthcare industry. Healthcare companies often face the same obstacles, issues, or regulatory burdens, and their securities may react similarly and move in unison to these or other market conditions. The growth of the healthcare industry is highly impacted by the current and future state and federal legislative and regulatory climates.

Concentration of Investments. From time to time, the Funds’ portfolios could be concentrated in a particular type of security, industry or industry segment, geographic location, or market capitalization. This may be the result of the Funds’ opportunistic investing, external market forces, or the lack of liquidity in one security as compared to other securities the Funds hold. Losses incurred in a position making up a significant percentage of the Funds’ capital could have a material adverse effect on the Funds’ overall financial condition. This limited diversity could expose the Funds to significantly greater volatility than in a more diversified portfolio. Inside Information. From time to time, Cormorant or its affiliates may possess material non-public information concerning the issuer of securities or other instruments in which a Fund has invested, or as to which it is evaluating an investment. The possession of such information may affect Cormorant’s ability to cause such Fund to buy or sell such securities or other instruments. Accordingly, such Fund may be required to refrain from buying or selling such securities or other instruments at times when Cormorant might otherwise wish to cause the Fund to buy or sell such securities or other instruments. Cormorant has policies and procedures in place that seek to ensure that its investment practices do not violate federal and state securities law prohibitions on trading on inside information. Leverage. Where appropriate, Cormorant may use leverage and may increase the use of leverage by various means, which may include increasing the number and extent of the “long” positions by borrowing (e.g., by purchasing securities on margin) and entering into short sales. Such leverage increases both the possibilities for profit and the risk of loss. In a downward trending market, using leverage for long positions could have a material adverse effect on the Funds’ profitability and operations, and the reverse is true in a rising market with respect to short positions. However, Cormorant does not anticipate that the Funds will incur indebtedness in connection with their operations, other than interest on margin debts or deposits with respect to securities positions. Additionally, the Funds may use credit facilities to borrow against investor capital commitments for purposes of bridging or advancing funds to make portfolio investments pending capital contributions by Investors, resulting in the Funds being leveraged for periods in which borrowing is outstanding under these credit facilities. Risks of Investments in Options. Investing in options can provide greater potential for profit or loss than an equivalent investment in the underlying asset. An option’s value may decline because of a change in the underlying asset’s value relative to the strike price, the passage of time, changes in the market’s perception as to the future price behavior of the underlying asset, or any combination thereof. In the case of an option purchase, the risk of loss of an investor’s entire investment (i.e., the premium paid plus transaction charges)

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As previously described in Item 4, Cormorant’s clients consist of the Hedge Fund, the PE Funds, and the Account. Investors in the Hedge Fund and the PE Funds consist of institutional investors and other sophisticated investors. The minimum investment for an Investor in the Hedge Fund is $1,000,000, which may be reduced by the Onshore Feeder’s General Partner or the Offshore Feeder’s Board of Directors, as applicable. The interests in the Onshore Feeder may only be purchased by investors that are “accredited investors,” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended. U.S. investors in the Offshore Feeder must also be “accredited investors” and “qualified purchasers.” Shares in the Offshore Feeder are typically offered to eligible investors that are not U.S. persons or U.S. tax-exempt entities. The minimum capital commitment for an Investor in the PE Funds is $5,000,000. The General Partner, in its discretion, reserves the right to reject or accept only a portion of the capital commitment of any prospective Investor. Capital commitments of lesser amounts may be accepted at the General Partner’s discretion. The interests are being offered only to investors that are “accredited investors” and “qualified purchasers.” The General Partner may admit certain friends and family as Investors on terms that are more preferential than those that are generally available to Investors. The Account was established for a sophisticated institutional investor and involves a significant minimum investment.

As described in Item 5 above, Cormorant (and/or its affiliates) receives both asset-based fees and performance-based compensation from each of the Advisory Clients. It should be noted that such an arrangement may incentivize Cormorant to either (i) effectuate larger and riskier transactions than would be the case in the absence of such form of compensation or (ii) favor an Advisory Client that pays higher asset-based fees or performance allocation over another Advisory Client that pays lower asset-based fees or performance allocation. Since performance-based allocation is calculated on a basis that includes unrealized appreciation of the Advisory Client’s assets, such allocation may be greater than if it were based solely on realized gains. Cormorant has addressed this conflict by adopting and following a trade allocation policy that no allocation decisions may be based on the fees or allocations paid by a particular Advisory Client. Cormorant’s policy on addressing potential portfolio trading conflicts is addressed in Item 12, “Trade Aggregation and Allocation.” All Investors are provided with clear disclosure as to how performance-based compensation

is charged with respect to a particular Advisory Client and the risks associated with such performancebased compensation prior to making an investment. Cormorant is required to act in a manner that it considers fair, reasonable, and equitable in allocating investment opportunities to the Advisory Clients. Cormorant and its affiliates, however, are not otherwise subject to any specific obligations or requirements concerning the allocation of time, effort or investment opportunities, or any restrictions on the nature or timing of investments for the Advisory Clients. Cormorant recognizes that it is a fiduciary and as such must act in the Advisory Clients’ best interests.

Broker-Dealer Registration Neither Cormorant nor its management persons are registered or have an application pending to register as a broker-dealer or registered representative of a broker-dealer. Futures, Commodity Pool Operator, Commodity Trading Advisor Neither Cormorant nor its management persons are registered or have an application pending to register as a futures commission merchant, a commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Related Person Arrangements Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP, LLC, Cormorant Private Healthcare GP II, LLC, Cormorant Private Healthcare GP III, LLC, Cormorant Private Healthcare GP IV, LLC, Cormorant Private Healthcare GP V, LLC, and Cormorant Private Healthcare GP VI, LLC serve as general partners, and Cormorant PR serves as a sub-advisor, to the Advisory Clients, and are controlled by Bihua Chen. Paras Malde, Neb Obradovic, and Kevin Phillip serve as directors of the Offshore Feeder. Arrangements with Other Investment Advisers Cormorant does not recommend or select other investment advisers for its Advisory Clients nor does it have any other business relationships with any other advisers that create a material conflict of interest.

Cormorant has adopted a Code of Ethics (the “Code”) in accordance with Rule 204A-1 of the Advisers Act. The Code applies to Cormorant’s “Access Persons.” Generally, Access Persons include any partner, officer or director of Cormorant, and any employee or other supervised person of Cormorant who, in relation to the Advisory Clients, (1) has access to non-public information regarding any purchase or sale of securities, or non-public information regarding securities holdings or (2) is involved in making securities recommendations, executing securities recommendations, or has access to such recommendations that are non-public. All Cormorant employees are deemed to be Access Persons. The Code sets forth a standard of business conduct that takes into account Cormorant’s status as a fiduciary and requires Access Persons to place the interests of the Advisory Clients above their own interests and Cormorant’s interests. The Code requires Access Persons to comply with applicable federal securities laws. Further, Access Persons are required to promptly bring Code violations to the attention of Cormorant’s Chief Compliance Officer. All Access Persons are provided with a copy of the Code and must acknowledge receipt of the Code upon hire and at least annually thereafter. The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons. Access Persons must provide the Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an Access Person. Generally, Access Persons are not permitted to trade for their personal accounts securities held by the Advisory Clients, must obtain pre-approval before trading in reportable securities for their personal accounts, and are required to hold their personal investments for a certain predetermined time period. Additionally, Access Persons must provide annual holdings reports and quarterly transaction reports in accordance with Advisers Act Rule 204A-1. The Code also seeks to ensure the protection of non-public information about the Advisory Clients’ activities. Investors or prospective Investors may obtain a copy of the Code by contacting the Chief Compliance Officer, Neb Obradovic, at neb@cormorant-asset.com. Possible Conflicts of Interest As explained in Item 10 above, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP, LLC, Cormorant Private Healthcare GP II, LLC, Cormorant Private Healthcare GP III, LLC, Cormorant Private Healthcare GP IV, LLC, Cormorant Private Healthcare GP V, LLC, and Cormorant Private Healthcare GP VI, LLC serve as the general partners to the Funds. The General Partners and Cormorant’s employees also invest directly in the Funds. Investments in the Funds made by such parties generally are not subject to the management or performance-based fees described in Item 5 above. Cormorant believes that Access Persons’ investments in Advisory Clients aligns the Access Persons’ interests with those of the Advisory Clients and their Investors. Nonetheless, the fact that the General Partner’s and Cormorant’s employees have significant financial ownership interests in certain Advisory Clients creates a potential conflict in that it could cause Cormorant to make different investment decisions absent such financial ownership interests. Cormorant addresses this potential conflict by impressing upon Access Persons their fiduciary duty to act in the best interests of the Advisory Clients and Investors. Moreover, Cormorant requires Access Persons to submit securities holdings and transaction reports in accordance with Rule 204A-1 by mandating pre-clearance process for certain personal securities transactions and prohibiting Access Persons from transacting in securities in the universe of securities in which Cormorant invests. Cormorant and its affiliates have a material financial interest with respect to fees paid by the Advisory

Clients and Investors. Management fees are payable regardless of the overall success or income earned by the Advisory Clients and therefore may incentivize Cormorant to raise or otherwise increase assets under management to a higher level than would be the case if Cormorant were receiving a lower or no management fee. Performance-based fees may incentivize Cormorant to make investments that are riskier or more speculative than in the absence of such incentive allocations. Additionally, one or more Access Persons are expected to serve on the board of directors of one or more Portfolio Companies and/or of one or more PE Funds, including, but not limited to, companies in which a PE Fund invests. As a result, the PE Funds may be restricted from transacting in securities of such issuers. Cormorant addresses these potential conflicts through regular monitoring of the Advisory Clients for consistency with the investment objectives, strategies, and target capacity. Further, Cormorant carefully considers the risks involved in any investments and provides extensive disclosure to Investors regarding the potential risks that come with an investment in the Advisory Clients. The Code requires Access Persons to place the Advisory Clients’ interests over their own and those of Cormorant. All Access Persons must acknowledge their receipt and understanding of the Code.

Selecting Brokerage Firms Cormorant is authorized to determine the broker-dealers used to execute trades and to negotiate any commissions paid on such transactions. Cormorant’s primary consideration in placing transactions with a particular broker-dealer is to obtain execution of orders in the most effective manner possible at the most favorable net price. Cormorant also considers a variety of other factors, including the financial strength, integrity, and stability of the broker-dealer; the execution capabilities required by the transaction(s); the ability and willingness of the broker-dealer to facilitate transactions promptly and at reasonable expense; the importance to the account of speed, efficiency, or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; and any other matters Cormorant deems relevant to the selection of a broker-dealer for a particular transaction. Cormorant may also consider the quality, comprehensiveness, and frequency of available research and other products and services considered to be of value. The products and services furnished by broker-dealers may include, among other things, written information and analyses concerning specific securities, companies or sectors, market, financial and economic studies and forecasts, statistics and pricing or appraisal services, discussion with research personnel, special execution capabilities, order of call, and the availability of stocks to borrow for short trades. Cormorant is authorized to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities to brokerage firms that provide it with such research and trading related products and services or to pay higher commissions to such firms if Cormorant determines such prices or commissions are reasonable in relation to the overall services provided. Accordingly, the Advisory Clients may be deemed to be paying for research and other products and services with “soft” or commission dollars. Research and Other Soft Dollars Benefits Cormorant currently does not use commissions or “soft dollars” generated by the Advisory Clients to pay for brokerage and research products or services. Should Cormorant decide to use soft dollars in the future, such use will fall within the safe harbor created by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended. When a product or service obtained with soft dollars provides both research and non-

research assistance to the Advisory Clients, Cormorant will make a reasonable allocation of the cost attributable to research assistance that may be paid for with soft dollars pursuant to the Section 28(e) safe harbor referenced above. If in the future, Cormorant uses soft dollars to obtain research or other products or services from brokerdealers, it will receive a benefit because it does not have to produce or pay for the research, products, or services. Cormorant also has the authority to cause the Advisory Clients to pay broker-dealers directly for research. Further, Cormorant has an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than on an Advisory Client’s interest in receiving most favorable execution. Such soft dollar benefits may be used to service all of Cormorant’s Advisory Clients and not just those that paid for the benefits. It is anticipated that any soft dollar benefits received by Cormorant will be applicable to all of Cormorant’s Advisory Clients. Brokerage for Client Referrals Cormorant does not consider whether it receives client referrals from a broker in selecting broker-dealers. Directed Brokerage Cormorant does not recommend, request, or require that a client direct Cormorant to execute transactions through a specified broker-dealer. Trade Aggregation and Allocation When the purchase and sale of securities is considered to be in the best interest of more than one Advisory Client, the securities to be purchased or sold may be aggregated in order to obtain superior execution and/or lower brokerage expenses. Advisory execution prices for identical securities purchased or sold on behalf of multiple accounts in any one day may be (but are not required to be) averaged. In such instances, allocation of prices, as well as expenses incurred in the transaction, will be made in a manner that Cormorant considers to be equally as favorable to the Advisory Clients as to any other party. Allocation of investment opportunities (as applicable) among the Advisory Clients will be made by Cormorant based upon such factors as Cormorant deems appropriate, including, without limitation, the investment objectives and available investment capital of the Advisory Clients. Neither Cormorant nor any of its principals, members, managers, affiliates, or employees are under any obligation to first offer any investment opportunities to a particular Advisory Client or to allocate investments, as between one Advisory Client or another, in any particular manner, other than as Cormorant in its sole discretion shall determine; provided, that Cormorant will seek to allocate investment opportunities that are appropriate for more than one Advisory Client on a “pari-passu” basis. No allocations may be made to an Advisory Client based on such Advisory Client’s performance or the amount or structure of fees. Allocations of limited opportunity investments such as IPOs will be allocated in the same manner as other securities.

No persons other than Investors in the Advisory Clients provide Cormorant with an economic benefit for providing investment advice or other advisory services to the Advisory Clients. Cormorant does not have any such arrangements under which it receives any economic benefit, including sales awards or prizes. Currently, Cormorant does not directly or indirectly compensate any person for client referrals. There will be no sales charges payable by the Advisory Clients or Cormorant to third parties in connection with the sale of interests therein. While there are presently no such solicitation or referral relationships in place, Cormorant may, in the future, enter into arrangements pursuant to which it compensates third parties for investor and client referrals. Such arrangements will be made in compliance with Rule 206(4)-1 under the Advisers Act.

Cormorant has no legal or disciplinary events to report.

Cormorant continuously reviews the Advisory Clients. These reviews include examining existing investments, potential investments, investment policy, the suitability of the investments used to meet policy objectives, cash availability, and investment objectives. Cormorant also considers, among other things,

investment performance, the portfolio’s sensitivity to market changes, and whether anything has changed subsequent to an initial investment decision that impacts the risk or potential return. Investors are expected to receive the following: unaudited monthly or quarterly capital account statements; periodic investor letters; annual audited financial statements within 120 days of the fiscal year end; and a Schedule K-1, when applicable.

Cormorant and the General Partners are deemed to have custody of the Advisory Clients’ assets and securities by virtue of their status as investment manager or General Partner. The qualified custodians are Goldman Sachs & Co. 200 West St., #200 New York, NY 10282, Morgan Stanley & Co. 1585 Broadway New York, NY 10036, BofA Securities Prime, Inc, 1 Bryant Park, New York, NY 10036, and J.P. Morgan Prime, 270 Park Avenue, New York, NY 10017. To ensure Cormorant is in compliance with Rule 206(4)-2 under the Advisers Act, Cormorant or the Advisory Clients’ administrators provide Investors with audited financial statements for their respective Funds within 120 days of the end of such Funds’ fiscal years (i.e., generally by April 30). Investors should carefully review such statements.

Cormorant has complete discretionary authority to manage securities accounts on behalf of the Advisory Clients and is authorized to make transactions for the Advisory Clients. There are no specific limitations placed on this authority, provided that Cormorant will exercise its discretionary authority in accordance with the investment objectives and strategy and applicable limitations, if any, set forth in the applicable offering documents or other governing agreements of each Advisory Client. Investors do not have the ability to impose limitations on Cormorant’s discretionary authority. Investors investing in one of Cormorant’s privately offered funds must execute a subscription agreement in which they make various representations, including representations regarding their suitability to invest in a high-risk investment pool. Further, Investors investing in Cormorant’s privately offered funds domiciled in the U.S. must execute a limited partnership agreement that contains a limited power of attorney. Cormorant has discretionary authority to manage the Account. The Account is subject to investment objectives, guidelines, restrictions, and fee arrangements, as well as other terms that are individually negotiated with the Account owner and set forth in an investment management agreement.

Cormorant has adopted a written proxy voting policy and related procedures which are intended to ensure that Advisory Clients securities are voted in the best interests of the Advisory Client and address material conflicts of interest that may arise between Cormorant and its Advisory Clients. Generally, Cormorant expects that its interests (including the interests of its Investors) are aligned with the management teams of the Portfolio Companies in which Cormorant invests. Cormorant will vote in accordance with the recommendation of the issuer’s management on routine housekeeping proposals. Cormorant will vote nonroutine matters on a case-by-case basis and consider numerous factors that Cormorant deems relevant. At times, Cormorant may abstain from voting proxies, if doing so is in the best interest of its Advisory Clients, or otherwise appropriate, such as when its Advisory Clients have exited their position in a particular issuer. Cormorant will not allow its Investors to direct Cormorant’s vote in a particular situation. Cormorant constantly monitors for occasions in which the voting of proxies could present a conflict of interest between Cormorant and its Advisory Clients. If Cormorant believes that a material conflict of interest exists with respect to any proxy vote, the Chief Compliance Officer will consult with the Portfolio Manager, and outside counsel, if necessary, to resolve the conflict. In such situations, Cormorant will generally seek to mitigate the conflict by either appointing an independent third party to vote such proxies or will disclose the conflict to the affected Advisory Client (or its Investors) and consult with such Advisory Client (or its Investors) on how to vote. The Advisory Clients and Investors may obtain (i) additional information regarding how Cormorant voted proxies and (ii) a copy of Cormorant’s proxy voting policies and procedures by contacting the Chief Compliance Officer, Neb Obradovic, at neb@cormorant-asset.com.

Cormorant is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to its Advisory Clients.