A. General Description of Advisory Firm
For purposes of this brochure, the “Adviser” means NovaQuest Capital Management, L.L.C., a Delaware
limited liability company, and/or (where the context permits) its affiliates that provide management or
advisory services to and receive advisory fees and/or performance-based fees from the Clients (as defined
below). Such affiliates are generally under common control with NQCM, may possess personnel and/or
equity owners that are substantially identical to NQCM, and typically are formed for tax, regulatory, or
other purposes in connection with the organization of a Client or to serve as the general partner (or
equivalent function) of a Client.
NQCM was formed in 2010. The principal owners of NQCM are Sir Dennis Gillings, CBE, Ph.D. (“Gillings”)
and Lady Mirielle Gillings, indirectly through their wholly-owned corporation, PharmaBio Development,
Inc. (“PBD”).
B. Description of Advisory Services
The Adviser provides investment supervisory services to investment vehicles (collectively, the “Clients”)
that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940
Act”), and the securities of which are not registered under the Securities Act of 1933, as amended (the
“Securities Act”). Certain Clients of the Adviser will include vehicles specially formed in order to meet tax,
regulatory, or other requirements, through which investors invest in substantially the same portfolio as
certain other Clients, or through which certain other Clients make individual portfolio investments.
In accordance with, and subject to, the Clients’ respective investment objectives and restrictions, the
Clients primarily make (i) structured finance and related investments in companies with
biopharmaceutical products that are in late-stage clinical
development or commercialization stage and (ii)
structured finance and equity investments in companies with animal health products that are in
development stage. Investments are made principally in the biopharmaceutical and life sciences sectors,
with a focus on both human and animal health.
C. Availability of Tailored Advisory Services
The Adviser provides investment supervisory services to each Client in accordance with a separate
management agreement with such Client (each, an “Advisory Agreement”), the limited partnership
agreement (or analogous organizational document) of such Client, and/or side letters entered into with
certain investors in a Client (collectively with the Advisory Agreement and organizational document, the
“Governing Documents”). The Adviser’s advisory services generally consist of investigating, identifying,
and evaluating investment opportunities; structuring, negotiating, and making investments in portfolio
companies on behalf of the Clients; managing and monitoring the performance of such investments; and
disposing of such investments. Investments in portfolio companies are generally effected through
privately negotiated contracts and/or investment instruments, typically do not involve securities or
involve unregistered securities, and generally are not leveraged.
Investment advice is provided directly to the Clients and not individually to the investors in the Clients.
Services are provided to each Client in accordance with its Governing Documents. Investment restrictions
for a Client, if any, are generally established in its Governing Documents.
D. Wrap Fee Programs
NQCM does not participate in wrap fee programs.
E. Client Assets Under Management
As of December 31, 2023, the Adviser manages $1,765,002,000 in regulatory assets on a discretionary basis.