the Principals' previous experience in investing and monitoring the industry, as well as their strong connections globally. Where appropriate, the Principals will provide advice and introductions to the Fund's portfolio companies. The Principals will typically take a board-observer seat and/or ask for reg

carried interest. Also excluded are amounts committed to such General Partner by other Apollo professionals. All such commitments may be made by the Principals and the other Apollo professionals directly or indirectly through other entities. Doeff: 1.151: 10770389v IS EFTA00583378 SCHEDULE III AOG Unit

and well executed due diligence of critical risks is key to investment success. We believe that the complementary skillsets and backgrounds of the Principals will allow for the identification of critical issues and risks. We work closely with our network of founders, scientists & academicians, pharmaceut

l or exceed $250,000 for such fiscal year. 48093278_2 EFTA_R1_02161164 EFTA02717285 15. General Partner hereby represents and warrants that the Principals will beneficially own (directly or indirectly through one or more entities), in the aggregate, no less than 75% of the economic interests in the Ge

ld to Investors by March 31, 2007, and that the accrued dividends on the preferred limited partner units are paid in cash, KUE LLC, controlled by the Principals, will hold approximately 1,530,000 Common LP Units representing approximately 60% ownership in KUE (excluding Profits Participation LP Units) and 1,5

ld to Investors by March 31, 2007, and that the accrued dividends on the preferred limited partner units are paid in cash, KUE LLC, controlled by the Principals, will hold approximately 1,530,000 Common LP Units representing approximately 60% ownership in KUE and 1,530,000 Class A Shares. The Common LP Units

icipated Fund expenses. Exculpation and None of General Partner, the partners of the General Partner, Indemnification: the members of the GPLLC, the Principals, the Management Company, or any partner, member, stockholder, officer, director, manager, trustee, employee, agent or affiliate of any of the forego