CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
COBALT LIFE SCIENCES OPPORTUNITIES FUND I, LP
A Delaware Limited Partnership
Limited Partnership Interests
June 30, 2026
The Interests have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws. The Interests are being offered and sold pursuant to an exemption from registration under Rule 506 of Regulation D promulgated under the Securities Act. The Interests may not be transferred or resold except as permitted under the Securities Act, applicable state securities laws, and the Limited Partnership Agreement of the Fund.
This memorandum is confidential and is being furnished solely to prospective investors who are "accredited investors" within the meaning of Regulation D under the Securities Act and "qualified purchasers" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act"). This memorandum does not constitute an offer to sell or a solicitation of an offer to buy Interests in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation.
No person has been authorized by the Fund, the General Partner, or any of their respective affiliates to make any representations or furnish any information with respect to the Fund or the Interests other than the information contained in this memorandum and the documents referred to herein. Prospective investors should not rely on any information not contained in this memorandum or the Limited Partnership Agreement (the "LPA").
The information set forth herein is preliminary and subject to change, completion, or amendment without notice. In the event of any inconsistency between this memorandum and the LPA, the LPA shall control in all respects. Prospective investors are urged to read the LPA in its entirety prior to making an investment decision.
The delivery of this memorandum at any time does not imply that the information contained herein is correct as of any time subsequent to the date set forth on the cover page. This memorandum should be read in conjunction with the LPA, the subscription agreement, and the investor questionnaire, copies of which are available upon request from the General Partner or the Placement Agent.
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I. IMPORTANT NOTICES AND DISCLAIMERS
A. Confidentiality
This Confidential Private Placement Memorandum (this "Memorandum") is being furnished on a confidential basis solely to selected prospective investors for the purpose of evaluating an investment in Cobalt Life Sciences Opportunities Fund I, LP (the "Fund"). By accepting delivery of this Memorandum, each prospective investor agrees that it will not reproduce, distribute, or otherwise disclose this Memorandum or its contents to any person without the prior written consent of Cobalt Life Sciences GP I, LLC (the "General Partner"), except to such prospective investor's professional advisors (including legal counsel, tax advisors, and financial advisors) who have a need to review this Memorandum in connection with advising such prospective investor on the merits and risks of an investment in the Fund and who agree to maintain the confidentiality of the information contained herein. Each prospective investor further agrees that, upon the request of the General Partner, it will promptly return or destroy all copies of this Memorandum and any related materials in its possession if such prospective investor decides not to invest in the Fund.
The General Partner reserves the right to require the return of this Memorandum at any time and for any reason, and each prospective investor agrees to comply promptly with any such request. The information contained in this Memorandum is proprietary to the General Partner, Cobalt Life Sciences Management I, LLC (the "Management Company"), and Cobalt Ventures LP (the "Sponsor") and constitutes trade secrets and confidential commercial information.
B. Basis of the Offering
The Interests are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act, specifically Rule 506 of Regulation D promulgated thereunder, and in reliance on the exemption from the registration requirements of the Investment Company Act provided by Section 3(c)(7) thereof (the "qualified purchaser" exemption). Accordingly, the Interests may only be sold to investors that qualify as both "accredited investors" as defined in Rule 501(a) of Regulation D and "qualified purchasers" as defined in Section 2(a)(51) of the Investment Company Act.
There is no public market for the Interests, nor is one expected to develop. The Interests are illiquid and subject to significant restrictions on transferability as set forth in the LPA. Prospective investors should be prepared to bear the economic risk of their investment for an indefinite period and should have no need for liquidity with respect to their investment in the Fund.
This Memorandum is not intended to be a complete description of all terms and conditions of an investment in the Fund. Prospective investors should review the LPA, the subscription agreement, the investor questionnaire, and any applicable side letter for a complete description of the terms and conditions governing an investment in the Fund. Copies of these documents are available upon request from the General Partner or the Placement Agent.
C. Forward-Looking Statements
Certain statements contained in this Memorandum constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the Fund's investment strategy, target returns, expected portfolio composition, anticipated market conditions, and future plans of the General Partner, the Management Company, and the Sponsor. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "projects," "targets," "may," "will," "should," "could," and similar expressions are intended to identify forward-looking statements.
No guarantee or assurance is given that the Fund will achieve its investment objectives or generate any particular level of returns. There can be no assurance that the Fund's investment strategy will be successful or that any investment made by the Fund will be profitable. Actual results may vary significantly from the forward-looking statements contained herein, and prospective investors are cautioned not to place undue reliance on any such statements.
D. No Legal, Tax, or Investment Advice
This Memorandum does not constitute legal, tax, or investment advice. The General Partner, the Management Company, the Sponsor, the Placement Agent, and their respective affiliates and representatives are not acting as advisors or fiduciaries to any prospective investor in connection with the offering described herein. Each prospective investor should consult its own legal, tax, financial, and other advisors regarding the legal, tax, financial, and other consequences of investing in the Fund, taking into account such prospective investor's particular financial condition, investment objectives, and tax status.
The information regarding tax matters contained in this Memorandum is of a general nature only and is based on certain assumptions regarding current law. Tax laws and regulations are subject to change, and the tax consequences of an investment in the Fund will depend on each investor's particular circumstances. No representation or warranty is made regarding the tax consequences of an investment in the Fund for any particular investor.
E. Placement Agent Disclosure
Sagebrush Capital Partners LLC ("Sagebrush" or the "Placement Agent") is acting as the exclusive global placement agent for the offering of Interests in the Fund. Sagebrush is a broker-dealer registered with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). Sagebrush's Central Registration Depository ("CRD") number is 298714.
Sagebrush is not affiliated with the General Partner, the Management Company, the Sponsor, or the Fund. Sagebrush is acting solely as a placement agent and is not acting as an underwriter or in any advisory capacity. Neither sagebrush nor any of its affiliates is making any recommendation regarding the Interests or expressing any opinion as to the merits or risks of an investment in the Fund. Sagebrush has not independently verified any of the information contained in this Memorandum and makes no representation or warranty, express or implied, as to the accuracy, completeness, or reliability of such information.
Sagebrush will receive compensation in connection with the placement of Interests as described in Section V of this Memorandum. Specifically, sagebrush will receive a placement fee equal to 1.50% of all third-party commitments sourced by sagebrush, payable at each closing. Such placement fees will be 100% offset against the management fee payable by the Fund to the Management Company. Prospective investors should be aware of the potential conflicts of interest inherent in sagebrush's role as a compensated placement agent. Sagebrush's compensation arrangement is described in greater detail in Section V.H of this Memorandum.
F. Reliance on Limited Partnership Agreement
This Memorandum is qualified in its entirety by reference to the LPA, which sets forth the complete terms and conditions governing an investment in the Fund. In the event of any inconsistency or conflict between the descriptions contained in this Memorandum and the provisions of the LPA, the LPA shall control in all respects. Prospective investors are urged to read the LPA in its entirety and to consult with their own legal, tax, and financial advisors prior to investing in the Fund.
The LPA is being circulated concurrently with this Memorandum and is attached hereto as Appendix A. To the extent the LPA has not been finalized as of the date of this Memorandum, the descriptions contained herein are based on the first draft of the LPA prepared by Calderwood & Harkness LLP and are subject to change.
II. SUMMARY OF PRINCIPAL TERMS
The following is a summary of the principal terms of the Fund. This summary is qualified in its entirety by, and should be read in conjunction with, the LPA, which sets forth the complete terms and conditions governing the Fund. Capitalized terms used but not otherwise defined in this summary have the meanings ascribed to them in the LPA.
A. The Fund
The Fund is being organized as a Delaware limited partnership under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. The Fund's Certificate of Limited Partnership will be filed with the Office of the Delaware Secretary of State prior to the First Close, and the Fund will maintain a registered agent in the State of Delaware as required by applicable law.
B. The General Partner
Cobalt Life Sciences GP I, LLC will serve as the sole general partner of the Fund and will have exclusive responsibility for all investment decisions, fund operations, and investor relations, subject to the terms and conditions of the LPA. The General Partner will be managed by its two managing members, Dr. Marcus Yeung and Priya Dasgupta, who together will exercise full authority over the affairs of the General Partner and, through the General Partner, the Fund.
C. The Management Company
The Management Company will employ the investment professionals responsible for the day-to-day operations of the Fund. Pursuant to a management agreement to be entered into between the Fund, the General Partner, and the Management Company, the Management Company will receive the management fee described below and will be responsible for bearing organizational expenses in excess of the $1,500,000 fund-level cap set forth in Section II.O below.
D. The Sponsor
Cobalt Ventures LP (the "Sponsor") is a Delaware limited partnership headquartered at 3400 Sand Hill Road, Suite 220, Menlo Park, CA 94025. The Sponsor's registered agent is Hollowell Technologies, 1209 Orange Street, Wilmington, DE 19801. Founded in 2018 by Dr. Marcus Yeung and Priya Dasgupta, the Sponsor currently manages approximately $420 million in assets across two prior vintage vehicles: Cobalt Ventures Fund A, LP ("Fund A"), a 2019-vintage early-stage biotech venture fund, and Cobalt Ventures Fund B, LP ("Fund B"), a 2021-vintage growth-stage biotech venture fund. Fund A and Fund B have deployed capital through venture investments with check sizes ranging from $5 million to $25 million per investment.
The Sponsor currently operates as an Exempt Reporting Adviser ("ERA") under Section 203(m) of the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Sponsor's Form ADV is on file with the SEC under SEC File No. 802-11934, and a copy is available upon request to prospective investors. Additional information regarding the Sponsor's potential transition to full registration under the Advisers Act is set forth in Section VII.B of this Memorandum.
E. Target Fund Size and Hard Cap
The General Partner will seek to raise aggregate commitments of $750,000,000 for the Fund, subject to a hard cap of $1,000,000,000. The General Partner will not hold the First Close unless and until aggregate commitments of at least $250,000,000 have been received and accepted. The General Partner reserves the right, in its sole discretion, to increase or decrease the target fund size or the hard cap, or to waive the First Close minimum, subject to applicable notice requirements and the provisions of the LPA.
F. GP Commitment
The General Partner and/or its principals will commit a minimum of 2% of aggregate commitments to the Fund. At the target fund size of $750,000,000, the General Partner's commitment would equal $15,000,000. The GP Commitment will be funded on the same terms and conditions as the commitments of the Limited Partners (i.e., on a pari passu basis), except that the GP Commitment will not be subject to the management fee.
G. Investment Period
The "Investment Period" will commence on the date of the First Close and will expire on the fifth (5th) anniversary thereof, unless earlier terminated in accordance with the LPA (including upon the occurrence of a Key Person Event, as described below). During the Investment Period, the General Partner will have the authority to make new portfolio investments and to draw down committed capital for such purposes. Following the expiration or termination of the Investment Period, the General Partner may draw down committed capital only for the purpose of making follow-on investments in existing portfolio companies (subject to specified limitations), paying fund expenses, and fulfilling commitments or obligations entered into prior to the expiration of the Investment Period.
H. Fund Term
The term of the Fund (the "Fund Term") will commence on the date of the Final Close (target: May 15, 2027) and will expire on the tenth (10th) anniversary thereof (target Fund Term expiration: May 15, 2037), unless earlier terminated or extended in accordance with the LPA. The Fund Term may be extended by the General Partner for up to two (2) additional one-year periods as follows:
(i) First Extension: The General Partner may extend the Fund Term for one (1) additional year at its sole discretion, upon not less than ninety (90) days' prior written notice to the Limited Partners.
(ii) Second Extension: The General Partner may extend the Fund Term for one (1) additional year beyond the first extension, subject to the prior written consent of the LP Advisory Committee, upon not less than ninety (90) days' prior written notice to the Limited Partners.
I. Management Fee
During the Investment Period: The Management Company will receive a management fee equal to 2.00% per annum of aggregate commitments, payable quarterly in advance on the first business day of each calendar quarter. At the target fund size of $750,000,000, the annual management fee during the Investment Period would be $15,000,000.
Post-Investment Period: Following the expiration or termination of the Investment Period, the Management Company will receive a management fee equal to 2.00% per annum of invested capital (calculated net of write-offs, write-downs, and realized proceeds), payable quarterly in advance on the first business day of each calendar quarter. The management fee will decline naturally over the post-Investment Period as investments are realized and proceeds are distributed.
The management fee is subject to the offsets described in Section V.B of this Memorandum.
J. Carried Interest
The General Partner will be entitled to a carried interest allocation equal to 20% of net profits of the Fund, subject to an 8% preferred return compounded annually (the "Preferred Return") and a 100% GP catch-up (the "Catch-Up"). The distribution waterfall is structured as a European (whole-fund) waterfall, as described in detail in Section V.C of this Memorandum.
The carried interest allocation among the principals is as follows:
K. Carry Escrow
Thirty percent (30%) of all carried interest distributions to the General Partner will be deposited into an escrow account (the "Carry Escrow") and held in escrow until the final wind-down and liquidation of the Fund. Amounts held in the Carry Escrow will serve as security for the General Partner's clawback obligation described below. Escrowed amounts will be invested in short-term U.S. Treasury obligations or money market funds, and interest earned thereon will be for the account of the General Partner.
L. Clawback
The General Partner will be subject to a GP-level clawback obligation. In the event that, upon the final liquidation and wind-down of the Fund, the General Partner has received cumulative carried interest distributions in excess of the amount to which it would have been entitled based on the overall performance of the Fund (after giving effect to the Preferred Return and the distribution waterfall), the General Partner will be required to return such excess to the Fund for distribution to the Limited Partners. The clawback obligation will be joint and several among the principals (Dr. Marcus Yeung, Priya Dasgupta, and Alan Whitford), net of taxes, and will be secured by the Carry Escrow.
M. Placement Fee
Sagebrush Capital Partners LLC will receive a placement fee equal to 1.50% of all third-party commitments sourced by sagebrush, payable at each closing at which such commitments are accepted. A non-refundable retainer of $150,000 will be paid to sagebrush upon execution of the placement agent agreement and will be credited against earned placement fees. In the event the placement agent agreement is terminated, sagebrush will be entitled to placement fees on commitments from investors introduced by sagebrush during a twenty-four (24) month tail period following the effective date of termination. All placement fees paid to sagebrush will be 100% offset against the management fee payable by the Fund to the Management Company.
N. Transaction and Monitoring Fees
The General Partner, the Management Company, or their affiliates may receive transaction fees, monitoring fees, directors' fees, advisory fees, or other fees from portfolio companies in connection with transactions involving the Fund. Eighty percent (80%) of such fees will be offset against the management fee payable by the Fund to the Management Company. The remaining twenty percent (20%) will be retained by the Management Company or its affiliates.
O. Organizational Expenses
Organizational expenses incurred in connection with the formation and organization of the Fund and the offering of the Interests, including legal fees, filing fees, accounting fees, printing costs, and other formation-related expenses, will be borne by the Fund up to a cap of $1,500,000. Any organizational expenses in excess of such cap will be borne by the Management Company. Organizational expenses may be amortized over the first sixty (60) months of the Fund's operations for purposes of calculating net asset value.
P. Broken-Deal Expenses
Broken-deal expenses, including due diligence costs, travel expenses, third-party consultant fees, and legal fees incurred in connection with potential investments that are not consummated, will be borne by the Fund to the extent not reimbursed by the prospective target company. Broken-deal expenses will be subject to a per-deal cap of $500,000. The General Partner will use commercially reasonable efforts to seek reimbursement of broken-deal expenses from prospective target companies where appropriate.
Q. Recycling
During the Investment Period, the General Partner may reinvest (i.e., "recycle") capital received by the Fund from the disposition of portfolio investments, provided that the aggregate amount invested by the Fund (including recycled capital) may not exceed 115% of aggregate commitments. At the target fund size of $750,000,000, the maximum recycling capacity would be $112,500,000 (representing 15% of aggregate commitments). Recycled capital will be drawn down from limited partners' unfunded commitments only to the extent necessary to fund new investments and will not result in any increase in total committed capital.
R. Concentration Limit
No single portfolio investment may exceed 15% of aggregate commitments at the time of investment. At the target fund size of $750,000,000, the maximum investment in any single portfolio company would be $112,500,000. For purposes of this limitation, the initial investment and any follow-on investments in a single portfolio company will be aggregated. Co-investments made by Limited Partners alongside the Fund will not be counted toward the Fund's concentration limit.
S. Key Person
Dr. Marcus Yeung and Priya Dasgupta have each been designated as "Key Persons" of the Fund. A "Key Person Event" will be deemed to have occurred if either Key Person ceases to devote substantially all of his or her business time and attention to the investment activities of the Fund for any reason, including death, disability, resignation, or termination. For the avoidance of doubt, service on the boards of directors of portfolio companies and reasonable time spent on the remaining operations of Fund A and Fund B will not constitute a failure to devote substantially all business time to the Fund.
Upon the occurrence of a Key Person Event, the Investment Period will be automatically suspended, and the General Partner will promptly notify all Limited Partners. During the suspension period, the General Partner will not make any new investments on behalf of the Fund (other than follow-on investments in existing portfolio companies previously approved by the Investment Committee, subject to a cap to be specified in the LPA). Within one hundred eighty (180) days following the occurrence of a Key Person Event, the Limited Partners holding a majority of the aggregate commitments (excluding the GP Commitment) may vote to (i) reinstate the Investment Period (with or without modification), (ii) terminate the Investment Period, or (iii) remove the General Partner and wind down the Fund.
T. LP Advisory Committee
The General Partner will establish a limited partner advisory committee (the "LP Advisory Committee" or "LPAC") composed of a minimum of three (3) and a maximum of seven (7) members, selected by the General Partner from among the Limited Partners. If aggregate commitments from non-U.S. Limited Partners equal or exceed $50,000,000, at least one member of the LPAC will be a representative of a non-U.S. Limited Partner.
The LPAC will serve in an advisory (non-fiduciary) capacity. Members of the LPAC will not owe any duties to other Limited Partners and will not be liable for any actions or inactions taken in their capacity as LPAC members. The General Partner will seek the consent of the LPAC with respect to specified conflict transactions, material amendments to the Fund's valuation policy, extensions of the Fund Term (in the case of the second extension), and other matters specified in the LPA. The LPAC will meet not less than semi-annually and may meet more frequently at the request of the General Partner or a majority of its members.
U. Closings
Limited Partners admitted at subsequent closings after the First Close will be required to contribute their pro rata share of all capital previously called from First Close participants, together with interest thereon at a rate to be specified in the LPA, calculated from the applicable capital call date through the date of such subsequent closing.
V. Governing Law
The Fund, the LPA, and all matters arising out of or relating to the Fund and the Interests will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.
III. THE GENERAL PARTNER, THE MANAGEMENT COMPANY, AND KEY PRINCIPALS
A. Cobalt Ventures LP — Firm Overview
Cobalt Ventures LP (the "Sponsor") is a life-sciences-focused investment firm founded in 2018 by Dr. Marcus Yeung and Priya Dasgupta. The firm is headquartered at 3400 Sand Hill Road, Suite 220, Menlo Park, California 94025, and is organized as a Delaware limited partnership (DE LP File No. 7824931; CA SOS File No. 202118412387; EIN 83-2947561).
Since its founding, the Sponsor has focused on venture capital investments in early- and growth-stage biotechnology companies, deploying capital through two prior vintage vehicles:
Cobalt Ventures Fund A, LP ("Fund A"): A 2019-vintage early-stage biotech venture fund. Fund A made investments in seed and Series A/B rounds of emerging biotechnology companies, with check sizes typically ranging from $5 million to $15 million per initial investment.
Cobalt Ventures Fund B, LP ("Fund B"): A 2021-vintage growth-stage biotech venture fund. Fund B targeted Series B and later-stage venture rounds, with check sizes ranging from $10 million to $25 million per initial investment, with a focus on companies approaching clinical proof-of-concept milestones.
Across Fund A and Fund B, the Sponsor currently manages approximately $420 million in aggregate committed capital. Both funds remain active, with ongoing portfolio management and follow-on investment obligations.
With the launch of Cobalt Life Sciences Opportunities Fund I, LP ("CLSO Fund I" or the "Fund"), the Sponsor is expanding its investment strategy to pursue a larger, more concentrated, and more opportunistic life-sciences investment mandate. The Fund will target control and significant-minority positions in clinical-stage and platform biotechnology companies through investments of $30 million to $100 million per transaction — a meaningful step up from the Sponsor's prior venture-scale check sizes. This strategic evolution reflects the principals' conviction that the most compelling risk-adjusted returns in life sciences are generated through concentrated investments at clinical and commercial inflection points, supported by active governance and deep scientific engagement.
The Sponsor's investment team comprises a group of seasoned investment professionals with deep expertise across the life-sciences value chain, including drug development, clinical trials, regulatory affairs, medical devices, and platform biotechnology. The team's collective experience spans more than fifty years of life-sciences investing, operating, and scientific research.
The Sponsor currently operates as an Exempt Reporting Adviser under Section 203(m) of the Advisers Act. The Sponsor's Form ADV is on file with the SEC under SEC File No. 802-11934 and is available upon request.
B. Cobalt Life Sciences GP I, LLC — General Partner
Cobalt Life Sciences GP I, LLC (the "General Partner") is a Delaware limited liability company to be formed in connection with the organization of the Fund. The General Partner will serve as the sole general partner of the Fund and will have exclusive authority over, and responsibility for, all aspects of the Fund's operations, including investment decisions, capital calls, distributions, portfolio company management, investor relations, and all other matters relating to the Fund's business.
The General Partner will be managed by its two managing members, Dr. Marcus Yeung and Priya Dasgupta, who will jointly exercise full authority over the affairs of the General Partner. All investment decisions will require the approval of both managing members, acting in their capacity as the Investment Committee of the Fund.
The General Partner will not maintain any significant assets other than its interest in the Fund. The General Partner's obligations under the LPA, including the clawback obligation, will be joint and several among the principals, as described in Section II.L above.
C. Cobalt Life Sciences Management I, LLC — Management Company
Cobalt Life Sciences Management I, LLC (the "Management Company") is a Delaware limited liability company to be formed in connection with the organization of the Fund. The Management Company will employ the investment professionals responsible for the day-to-day operations of the Fund and will receive the management fee described in Section II.I above.
Pursuant to a management agreement to be entered into among the Fund, the General Partner, and the Management Company, the Management Company will provide investment management, administrative, and operational services to the Fund. The Management Company will bear organizational expenses in excess of the $1,500,000 fund-level cap and will be responsible for certain overhead expenses, including office rent, salaries and benefits of investment professionals, information technology, and other general administrative expenses necessary for the conduct of the Fund's business.
D. Key Principal Biographies
Dr. Marcus Yeung — Co-Founder, Managing Partner
Dr. Marcus Yeung is a Co-Founder and Managing Partner of Cobalt Ventures LP and will serve as a Managing Member of the General Partner and a Key Person of the Fund. Dr. Yeung has eighteen (18) years of life-sciences investing experience spanning venture capital, growth equity, and public market investments in biotechnology, pharmaceuticals, and medical devices.
Prior to founding Cobalt in 2018, Dr. Yeung was a Partner at Prumvane Biosciences, a San Francisco-based life-sciences venture capital firm, where he spent nine years leading investments across the biotechnology spectrum. During his tenure at Prumvane, Dr. Yeung originated and led investments in fourteen (14) biotechnology companies, including three that completed initial public offerings and two that were acquired by strategic acquirers in trade-sale exits. Before joining Prumvane, Dr. Yeung held positions in clinical development and translational medicine at two publicly traded pharmaceutical companies.
Dr. Yeung holds an M.D. and a Ph.D. in Biochemistry from Stanford University School of Medicine and completed his undergraduate studies in Molecular and Cell Biology at the University of California, Berkeley. He is board-certified in internal medicine and has published over twenty-five peer-reviewed articles in leading scientific journals.
Dr. Yeung currently serves on the boards of directors of four portfolio companies across Cobalt Ventures Fund A and Fund B. His carried interest allocation in the Fund is 55% of the General Partner's carried interest.
Priya Dasgupta — Co-Founder, Managing Partner
Priya Dasgupta is a Co-Founder and Managing Partner of Cobalt Ventures LP and will serve as a Managing Member of the General Partner and a Key Person of the Fund. Ms. Dasgupta has fifteen (15) years of healthcare investing experience spanning venture capital, growth equity, and public market investments.
Prior to co-founding Cobalt in 2018, Ms. Dasgupta was a Vice President at Ridgeline Health Capital, a New York-based healthcare-focused investment firm with approximately $2.5 billion in assets under management. At Ridgeline, Ms. Dasgupta was responsible for sourcing, evaluating, and executing growth equity and late-stage venture investments in life-sciences companies, with a particular focus on commercial-stage biotechnology and specialty pharmaceutical companies. She was involved in ten platform investments during her tenure, several of which achieved successful exits through IPOs and strategic acquisitions.
Before Ridgeline, Ms. Dasgupta spent three years as an analyst in the healthcare investment banking group of a major global financial institution, where she advised pharmaceutical and biotechnology companies on mergers, acquisitions, and public offerings.
Ms. Dasgupta holds an M.B.A. from the Wharton School of the University of Pennsylvania, where she graduated as a Palmer Scholar, and a B.A. in Economics with honors from Columbia University. She currently serves on the boards of directors of three portfolio companies across Cobalt Ventures Fund A and Fund B. Her carried interest allocation in the Fund is 35% of the General Partner's carried interest.
Alan Whitford — Partner, Head of Research
Alan Whitford is a Partner and Head of Research at Cobalt Ventures LP and will serve as the senior scientific diligence professional for the Fund. Dr. Whitford joined Cobalt in 2021 and leads all technical and scientific due diligence for prospective investments across the firm's fund platform.
Prior to joining Cobalt, Dr. Whitford served for seven years as Chief Scientific Officer of Meridian Therapeutics, a clinical-stage biotechnology company focused on immuno-oncology and autoimmune disease. At Meridian, he oversaw a research and development organization of more than eighty scientists and directed the advancement of three drug candidates from preclinical development through Phase II clinical trials. Meridian was acquired by a large-cap pharmaceutical company in 2020 in a transaction valued at approximately $1.2 billion.
Before Meridian, Dr. Whitford held positions of increasing responsibility in drug discovery and development at two global pharmaceutical companies, where he contributed to the development of multiple approved therapeutics.
Dr. Whitford holds a Ph.D. in Molecular Biology from the Massachusetts Institute of Technology and a B.S. in Chemistry from the California Institute of Technology. He is a named inventor on twelve U.S. patents and has authored more than forty peer-reviewed publications in leading scientific journals. His carried interest allocation in the Fund is 10% of the General Partner's carried interest.
E. Key Person Provisions
As described in Section II.S above, Dr. Marcus Yeung and Priya Dasgupta are designated as Key Persons of the Fund. The Key Person provisions of the LPA are designed to ensure that the Limited Partners' investment is managed by the individuals whose expertise and judgment they evaluated in making their commitment to the Fund. The detailed mechanics of the Key Person provisions, including the definition of "substantially all business time," the scope of permitted activities, the suspension procedures, the cure period (if any), and the LP voting thresholds for reinstatement, termination, or removal, are set forth in the LPA. Prospective investors are encouraged to review the Key Person provisions of the LPA carefully.
IV. INVESTMENT STRATEGY AND OBJECTIVE
A. Investment Objective
The Fund's primary investment objective is to generate superior risk-adjusted returns for its investors through control and significant-minority investments in life-sciences companies positioned at critical inflection points. These inflection points include, but are not limited to, clinical proof-of-concept milestones (e.g., positive Phase II data), key regulatory events (e.g., breakthrough therapy designation, accelerated approval pathway eligibility), and platform scaling opportunities (e.g., expansion of a drug discovery platform into multiple therapeutic areas or modalities).
The Fund will seek to acquire board seats or contractual governance rights in 100% of its portfolio companies. The General Partner believes that active governance, combined with deep scientific expertise and strategic support, is essential to value creation in the life-sciences sector and constitutes a core differentiator of the Fund's investment approach.
The Fund will target a diversified portfolio of eight (8) to fifteen (15) investments across three primary sub-sectors of the life-sciences industry: clinical-stage therapeutics, medical devices, and platform biotechnology. The General Partner will seek to construct a portfolio that balances therapeutic area diversification, stage diversification, and modality diversification while maintaining the concentrated, high-conviction approach that characterizes the Fund's investment philosophy.
B. Sector Focus
1. Clinical-Stage Therapeutics
The Fund will target investments in clinical-stage therapeutic companies with Phase II and later-stage drug development programs. The General Partner will prioritize companies with clinical data supporting proof-of-concept for their lead therapeutic candidates, particularly in the following therapeutic areas:
Oncology: The Fund will seek investments in companies developing novel oncology therapeutics, including targeted therapies, immuno-oncology agents, antibody-drug conjugates, bispecific antibodies, and cell and gene therapies for hematologic and solid tumor malignancies. The oncology sector continues to attract significant pharmaceutical industry acquisition interest and commands premium valuations at clinical inflection points.
Immunology and Autoimmune Disease: The Fund will target companies developing next-generation immunology therapeutics, including biologics, small molecules, and cell therapies for autoimmune and inflammatory diseases. The General Partner believes the immunology sector presents significant opportunities as the market transitions from first-generation biologics to more targeted and effective treatment modalities.
Rare Diseases: Orphan drug development offers regulatory advantages, including priority review, accelerated approval, and seven-year market exclusivity under the Orphan Drug Act. The Fund will seek investments in companies with well-characterized rare disease programs that benefit from these regulatory incentives and from the ability to achieve commercial success with smaller, more targeted sales forces.
Neuroscience: The Fund will selectively pursue investments in neuroscience therapeutics, recognizing both the significant unmet medical need in this therapeutic area and the historically higher clinical risk profile. The General Partner will focus on programs with differentiated mechanisms of action and strong translational evidence.
The Fund will emphasize companies whose lead programs are positioned to benefit from one or more of the FDA's expedited regulatory pathways, including accelerated approval, breakthrough therapy designation, fast track designation, and priority review designation. These pathways can significantly shorten development timelines, reduce development costs, and enhance the probability of commercial success.
2. Medical Devices
The Fund will invest in medical device companies with products that have received, or are expected to receive, clearance or approval from the FDA through either the 510(k) clearance pathway or the premarket approval (PMA) pathway. The General Partner will focus on companies operating in high-growth specialties, including:
Robotic Surgery: Companies developing or commercializing robotic surgical platforms, instruments, and accessories for minimally invasive surgical procedures across multiple surgical specialties.
Diagnostics: Companies developing next-generation diagnostic tools, including molecular diagnostics, point-of-care diagnostics, companion diagnostics, and liquid biopsy technologies.
Wearable and Implantable Devices: Companies developing novel wearable and implantable medical devices for monitoring, treatment, and drug delivery applications.
The medical device sector offers several characteristics attractive to the Fund's investment strategy, including shorter development timelines relative to pharmaceuticals, iterative product improvement cycles, and a well-established acquirer landscape.
3. Platform Biotechnology
The Fund will invest in biotechnology platform companies — companies whose core technology enables the discovery, development, or manufacture of multiple products across therapeutic areas or modalities. Platform investments are expected to offer both diversification benefits and significant upside potential, as a single platform can generate multiple product candidates, partnerships, and revenue streams. Key areas of focus within platform biotechnology include:
Gene Editing: Companies developing and applying CRISPR-based and next-generation gene editing technologies for therapeutic applications, including in vivo and ex vivo gene editing, base editing, and prime editing.
Synthetic Biology: Companies leveraging synthetic biology tools and approaches for drug discovery, manufacturing, and the development of novel therapeutics, including engineered cell therapies and synthetic gene circuits.
AI-Enabled Drug discovery and Development: Companies using artificial intelligence and machine learning to accelerate the identification, design, and optimization of drug candidates, predict clinical outcomes, and improve the efficiency of the drug development process.
Enabling Technologies: Companies developing foundational technologies with multi-product potential, including novel drug delivery systems, manufacturing technologies for biologics and cell/gene therapies, and next-generation sequencing and genomics tools.
C. Geographic Focus
The Fund's investment activities will be primarily focused on North America, with an emphasis on the United States and Canada, where the Sponsor's network, expertise, and operational capabilities are strongest. The United States represents the world's largest and most dynamic life-sciences ecosystem, with the deepest pools of scientific talent, the most active regulatory environment, and the most liquid capital markets for life-sciences companies.
Up to 25% of aggregate commitments (i.e., up to $187,500,000 at the target fund size of $750,000,000) may be deployed in Western Europe and Israel. The General Partner believes these regions contain pockets of exceptional life-sciences innovation, particularly in the United Kingdom, Germany, Switzerland, the Netherlands, and Israel. Cross-border investments will be evaluated on a case-by-case basis, taking into account local regulatory requirements, intellectual property protections, tax considerations, and the ability to exercise governance rights comparable to those available in U.S.-based investments.
D. Investment Parameters
The Fund's investment parameters are designed to ensure disciplined capital deployment while allowing the General Partner flexibility to pursue the most compelling opportunities:
The General Partner will maintain follow-on reserves to support existing portfolio companies as they progress through clinical development, seek regulatory approvals, and pursue commercial launches. Follow-on investments will be evaluated and approved through the same Investment Committee process as initial investments.
E. Investment Process
The Fund's investment process is designed to leverage the combined scientific, financial, and operational expertise of the Cobalt team and its network of advisors:
Sourcing. The General Partner will source investment opportunities through Cobalt's extensive network in the biotechnology, academic research, and healthcare venture capital communities. Sources of deal flow include relationships with academic medical centers and research universities, co-investor networks, pharmaceutical and biotechnology industry contacts, patent and clinical trial database monitoring, attendance at scientific conferences and industry events, and referrals from portfolio company management teams and boards. The Sponsor's track record across Fund A and Fund B has established Cobalt as a recognized and trusted investor in the life-sciences community, providing a significant sourcing advantage.
Diligence. The Fund's due diligence process will be rigorous and multi-disciplinary. Dr. Alan Whitford, as Head of Research, will lead all scientific and technical diligence, including evaluation of preclinical and clinical data, assessment of intellectual property portfolios, analysis of competitive landscapes, and engagement with key opinion leaders and scientific advisory boards. Financial, legal, and commercial diligence will be conducted by the full investment team in coordination with external advisors, including legal counsel, accounting firms, regulatory consultants, and market research firms. The diligence process will typically span four (4) to twelve (12) weeks, depending on the complexity of the opportunity and the stage of the target company.
Investment Committee. All investment decisions will require the unanimous approval of the Investment Committee, which is composed of Dr. Marcus Yeung and Priya Dasgupta. The Investment Committee will evaluate each proposed investment based on a comprehensive investment memorandum that addresses the scientific rationale, clinical and regulatory strategy, competitive positioning, financial projections, valuation analysis, governance and structuring considerations, and risk factors specific to the opportunity. No investment will be made without the affirmative vote of both members of the Investment Committee.
Post-Investment. Following the closing of an investment, the General Partner will take an active role in the governance and strategic direction of each portfolio company. This will typically include representation on the board of directors, participation in key strategic decisions, assistance with management team recruitment and development, facilitation of partnerships and business development opportunities, and guidance on regulatory strategy and commercial planning. The Fund's hands-on approach to portfolio company support is central to the Sponsor's value creation model and is expected to contribute meaningfully to investment outcomes.
F. Exit Strategies
The General Partner will seek to realize investments through a range of exit strategies, optimized on a company-by-company basis to maximize value for the Fund and its investors:
Initial Public Offerings (IPOs). The Fund will seek to position portfolio companies for successful IPOs on the Nasdaq Stock Market or the New York Stock Exchange, including through traditional underwritten IPOs and, where appropriate, special purpose acquisition company (SPAC) transactions. The General Partner will work closely with portfolio company management teams and investment banking advisors to optimize IPO timing, pricing, and post-IPO market performance.
Trade Sales to Strategic Acquirers. The Fund will actively pursue trade-sale exits to large-cap pharmaceutical, medical device, and platform biotechnology companies. The General Partner's extensive relationships with strategic acquirers across the life-sciences industry provide a significant advantage in identifying and executing trade-sale transactions.
Secondary Sales. The Fund may seek liquidity through secondary sales of portfolio company equity to other institutional investors, including other venture capital and private equity firms, sovereign wealth funds, and institutional crossover investors.
Recapitalizations and Structured Liquidity Events. In certain circumstances, the Fund may pursue recapitalizations, dividend recapitalizations, structured note transactions, or other liquidity events designed to return capital to investors while maintaining the Fund's equity position in a portfolio company.
The target holding period for each investment is three (3) to seven (7) years, although actual holding periods may vary significantly depending on market conditions, portfolio company performance, and the timing of exit opportunities.
V. FUND ECONOMICS — DETAILED DISCUSSION
A. Management Fee
1. Investment Period (5 Years from First Close)
During the Investment Period, the Management Company will receive a management fee equal to 2.00% per annum of aggregate commitments, payable quarterly in advance on the first business day of each calendar quarter. At the target fund size of $750,000,000, the annual management fee during the Investment Period would be $15,000,000, resulting in aggregate management fees over the five-year Investment Period of approximately $75,000,000 (at the target fund size), before giving effect to any management fee offsets.
The management fee for any partial quarter will be prorated based on the actual number of days in such partial quarter. For purposes of calculating the management fee during the Investment Period, aggregate commitments will include the commitments of all Limited Partners admitted at or prior to the most recent closing, as well as the GP Commitment.
2. Post-Investment Period
Following the expiration or termination of the Investment Period, the Management Company will receive a management fee equal to 2.00% per annum of invested capital, payable quarterly in advance on the first business day of each calendar quarter. "Invested capital" means the aggregate amount of capital contributions actually invested in portfolio companies (including follow-on investments), net of (i) the cost basis of any investment that has been written off or permanently written down, and (ii) the cost basis of any investment that has been realized (i.e., proceeds have been received from the disposition of such investment).
The post-Investment Period management fee will decline naturally over time as investments are realized and capital is returned to investors. This step-down mechanism aligns the Management Company's fee revenue with the amount of capital actively being managed and the ongoing workload associated with managing and exiting the remaining portfolio.
B. Management Fee Offsets
The management fee is subject to the following offsets:
(i) Placement Fee Offset: One hundred percent (100%) of all placement fees paid to sagebrush Capital Partners LLC will be offset against the management fee payable by the Fund to the Management Company. The offset will be applied ratably over the remaining portion of the Investment Period following each closing at which placement fees are paid.
(ii) Transaction and Monitoring Fee Offset: Eighty percent (80%) of all transaction fees, monitoring fees, directors' fees, advisory fees, and other fees received by the General Partner, the Management Company, or their affiliates from portfolio companies or in connection with transactions involving the Fund will be offset against the management fee.
Illustrative Calculation of Placement Fee Offset. The following illustration is provided for informational purposes only and is based on certain assumptions that may not be realized:
Assuming sagebrush sources the entire $735,000,000 of third-party committed capital (i.e., $750,000,000 target fund size minus $15,000,000 GP Commitment), the total placement fee would equal $735,000,000 × 1.50% = $11,025,000. This amount would be fully offset against the management fee over the Fund's life, resulting in a net management fee to the Management Company over the five-year Investment Period of approximately $75,000,000 − $11,025,000 = $63,975,000 (before any additional offsets for transaction and monitoring fees).
C. Carried Interest
1. Rate and Structure
The General Partner will be entitled to a carried interest allocation equal to twenty percent (20%) of net profits of the Fund, calculated on a whole-fund (European waterfall) basis. The carried interest is subject to a Preferred Return of eight percent (8%) per annum, compounded annually, and a one hundred percent (100%) GP Catch-Up, as described below.
2. Waterfall (European / Whole-Fund Waterfall)
All distributions of net proceeds from the Fund will be made in accordance with the following distribution waterfall:
Step 1 — Return of Contributed Capital. First, 100% to the Limited Partners and the General Partner (pro rata based on their respective capital contributions), until each partner has received cumulative distributions equal to the aggregate amount of its capital contributions, including capital contributions used to fund investments (including recycled capital), management fees, organizational expenses, fund expenses, and broken-deal expenses.
Step 2 — Preferred Return. Second, 100% to the Limited Partners and the General Partner (pro rata based on their respective capital contributions), until each partner has received a cumulative return equal to an 8% per annum preferred return, compounded annually, on its aggregate capital contributions from the date of each capital contribution through the date of each distribution.
Step 3 — GP Catch-Up. Third, 100% to the General Partner until the General Partner has received cumulative distributions (under this Step 3 and under Step 4 below) equal to 20% of the sum of (a) the cumulative Preferred Return distributed under Step 2 and (b) the cumulative amounts distributed under this Step 3.
Step 4 — Residual Split. Thereafter, 80% to the Limited Partners (pro rata based on their respective capital contributions) and 20% to the General Partner.
For the avoidance of doubt, the waterfall is calculated on a whole-fund basis, meaning that the General Partner is not entitled to carried interest distributions until all Limited Partners have received a return of their contributed capital and the Preferred Return thereon, measured on an aggregate basis across the entire Fund.
3. Carry Escrow
Thirty percent (30%) of all carried interest distributions to the General Partner will be deposited into the Carry Escrow and held until the final wind-down and liquidation of the Fund. Amounts held in the Carry Escrow will be invested in short-term U.S. Treasury obligations or money market funds, and interest earned thereon will be for the account of the General Partner. The Carry Escrow will be maintained at Ridgeway National Bank, N.A. and will be subject to the terms of an escrow agreement to be entered into by the General Partner, the Fund, and the escrow agent.
Upon the final wind-down and liquidation of the Fund, the General Partner's aggregate carried interest distributions will be recalculated based on the actual overall performance of the Fund. If the General Partner has received cumulative carried interest distributions (including amounts held in the Carry Escrow) in excess of the amount to which it would be entitled based on the final waterfall calculation, the excess amounts will be returned to the Fund from the Carry Escrow for distribution to the Limited Partners.
4. Clawback. In the event that the Carry Escrow is insufficient to cover the excess described above, the General Partner and each of the principals (Dr. Marcus Yeung, Priya Dasgupta, and Alan Whitford) will be jointly and severally obligated to return such excess to the Fund (the "Clawback"). The Clawback obligation will be calculated net of taxes actually paid (or payable) by the General Partner and the principals on the carried interest distributions being clawed back. The Clawback obligation will survive the dissolution and winding up of the Fund for a period specified in the LPA.
D. GP Commitment
The General Partner and/or its principals will commit a minimum of 2% of aggregate commitments to the Fund. At the target fund size of $750,000,000, the GP Commitment would equal $15,000,000. The GP Commitment will be funded pari passu with the commitments of the Limited Partners and will be subject to the same terms and conditions, except that the GP Commitment will not be subject to the management fee. The GP Commitment may be funded by the principals from personal assets, by the General Partner, or by a combination thereof.
E. Organizational Expenses
The Fund will bear organizational expenses incurred in connection with its formation and organization and the offering of the Interests, up to a cap of $1,500,000. Organizational expenses include, but are not limited to, legal fees and expenses of Calderwood & Harkness LLP, Fielding & O'Hara PLLC, and Ashworth & Lyle LLP; accounting and tax advisory fees; SEC and state regulatory filing fees; printing and document production costs; travel expenses associated with formation activities; and other expenses reasonably incurred in connection with the organization of the Fund, the General Partner, the Management Company, and any related entities (including any blocker corporation, parallel fund, or alternative investment vehicle). Any organizational expenses in excess of the $1,500,000 cap will be borne by the Management Company and will not be charged to the Fund.
F. Operating Expenses
The Fund will bear all ongoing operating expenses reasonably incurred in connection with the Fund's operations, including, without limitation, the following:
• Audit fees payable to Whitfield & Pratt LLP for the annual audit of the Fund's financial statements