EFTA00617557.txt

"Biosys Capital Management, LLC... in its capacity as the general partner (the "General Partner")"

"The address of the principal United States office and place of business of the Partnership and its street address shall be at 1707 L Street NW, Suite "

"Capital Contributions shall only be called by the General Partner and used by the Partnership"

"the General Partner shall have full authority to interpret in good faith the remaining provisions of this Section 3.2"

"a Limited Partner's continued participation in the Partnership"

"The initial members of the Investment Committee are Boris Nikolic... The members of the Investment Committee shall be selected by the General Partner"

"The initial members of the Investment Committee are... Hayes Nuss... The members of the Investment Committee shall be selected by the General Partner"

"The initial members of the Investment Committee are... David Schwarz... The members of the Investment Committee shall be selected by the General Partn"

"The initial members of the Investment Committee are... Peter Corsell... The members of the Investment Committee shall be selected by the General Partn"

"the General Partner determines, in its sole discretion, represent the Fair Market Value of such Partnership Interest"

"Upon a default in the obligation of a Feeder Fund (with respect to a portion of such Feeder Fund's Partnership Interest"

"the General Partner will notify the Limited Partners and the Investment Period shall automatically be suspended"

"each Partner to whom such Capital Contribution is returned shall have its Unfunded Capital Commitment increased accordingly"

"the General Partner shall use such method of allocation as it shall determine to be reasonable and in accord with applicable Treasury Regulations"

"Any Available Cash shall be allocated among the Affiliated Partners and the other Partners pro rata in proportion to their respective Investment Perce"

"If a Limited Partner has on file with the General Partner a written request that such Limited Partner wishes to decline any distribution in-kind"

"the General Partner for the Partnership"

"any co-investment by the Parallel Funds with the Partnership shall be made at the same time"

"The interest holders of a Feeder Fund shall participate indirectly in the Partnership through such Feeder Fund"

"the General Partner shall have full, exclusive and unilateral power and authority on behalf of the Partnership to manage, control, administer and oper"

"the Partnership shall pay to the Advisor an annual fee (the "Management Fee") equal to the aggregate of all fees assessed to all Limited Partners"

"The Partnership shall pay or shall reimburse the General Partner... for their payment of Organizational Expenses, up to an amount not exceeding $500,0"

"after the Partnership sold its entire interest in such Portfolio Company"

"the General Partner to be necessary or advisable to carry out the business and affairs of the Partnership"

"Without having received the prior written consent of the Advisory Committee, the General Partner shall not have the power or authority to make... an I"

"Without having received the prior written consent of Limited Partners whose aggregate LP Voting Percentages equal or exceed 75%, the General Partner s"

"The general partner, manager or other controlling person of such Alternative Investment Vehicle shall be the General Partner"

"the Management Fee shall be payable by the Limited Partners... directly to the Advisor"

"thereafter, the Management Fee shall be paid by the Partnership to the Advisor"

"the General Partner shall not be permitted to require a Limited Partner to make an Investment through a structure pursuant to this Section 5.10 if (A)"

"If the General Partner forms an Alternative Investment Vehicle in a jurisdiction outside of the United States"

"the General Partner may require any documentation or other legal opinions... in connection with any Transfer of all or part of a Partnership Interest"

"a Limited Partner may not sell, assign, dispose of or otherwise transfer... its Partnership Interest"

"the General Partner shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Partn"

"determination to dissolve the Partnership by Limited Partners whose aggregate LP Voting Percentages equal or exceed 80%"

"the General Partner shall make the following elections on behalf of the Partnership"

"such Limited Partner is or may become subject to a legal obligation to disclose such Partnership information"

"the General Partner shall frequently depend on persons that are not under the General Partner's control to provide timely and accurate information in "

"Partner shall furnish to the Limited Partners the following reports and other information"

"the General Partner will retain ultimate responsibility for all decisions relating to the operation and management of the Partnership"

"the obligation of a Limited Partner to return distributions pursuant to Section 6.3(b) shall survive the termination of the Partnership"

"The General Partner shall select, from among volunteers, an advisory committee"

"The members of the Advisory Committee shall be representatives of the Limited Partners"

"the General Partner shall so notify each Limited Partner at such time"

"the General Partner shall keep (or cause the Advisor to keep) books of account for the Partnership"

"the General Partner shall cease to be the general partner hereunder"

"Limited Partners (other than any Limited Partners that are Affiliates of the General Partner)"

"DRAFT - Jeffery Epstein"

"The General Partner has retained Locke Lord LLP ("Partnership Counsel") in connection with the formation of the Partnership"

"The General Partner has retained Locke Lord LLP ("Partnership Counsel") in connection with the formation of the Partnership"