PRIVATE PLACEMENT MEMORANDUM Forentis …

1 PRIVATE PLACEMENT MEMORANDUM Forentis Fund, LP A California Limited Partnership May 1, 2016 BY ACCEPTING THIS PRIVATE PLACEMENT MEMORANDUM ( PPM , Offering Circular or Offering ), YOU, THE OFFEREE SHALL KEEP IN CONFIDENCE THE CONTENTS OF THIS PPM AND THE CONTENTS OF ANY AND ALL ATTACHMENTS. INFORMATION HEREIN SHALL ONLY BE SHARED WITH THE OFFEREE S ACCOUNTING AND LEGAL COUNSEL. OFFEREE SHALL RETURN THIS PPM AND ALL OTHER ATTACHED DOCUMENTS TO Forentis FUND, LP IF AT ANY TIME Forentis FUND, LP REQUESTS THE RETURN OF SUCH DOCUMENTS, OR IF OFFEREE CHOOSES NOT TO SUBSCRIBE TO INTERESTS HEREIN.

2 Name of Offeree_____ MEMORANDUM Number _____ The Offeree should retain their own counsel to determine the merits of this Fund, 2 PRIVATE PLACEMENT MEMORANDUM Forentis FUND, LP A California Limited Partnership $50,000,000 A PRIVATE Offering of 50,000 Limited Partnership Interests Purchase Price $1,000 Per Interest Minimum Purchase: $250,000 (250 Interests) FOR ACCREDITED INVESTORS ONLY Forentis Fund, (the Partnership, is a California limited partnership formed for the purpose of investing its assets in accordance with the investment program set fo rth in this Offering Circular.)

3 Forentis Partners, LLC (the General Partner ), is the general partner of the Partnership and is responsible for the overall management and administration of the operations of the Partnership. The General Partner is responsible for the overall management and administration of the operations of the Partnership. The General Partner is managed by Jay Goth. The Partnership has been organized primarily to invest in Blueprint Bio ( Blueprint ) and Emerald Logic ( Emerald ) (collectively, referred to as Portfolio Compan(y)ies ) and any spin-off subsidiary companies ( Spin-Off Corporations ) or joint ventures derived from these two Portfolio Companies for two (2) to seven (7) years with the expectation to wind up the Partnership in year seven.

4 The Portfolio Companies intend to enter into multiple joint venture agreements with a variety of joint venture partners ( JV Partners ) for the purposes of advanced diagnostics, treatments and drug development relating to a variety of medical conditions including, but not limited to, addiction, diseases and conditions related to the central nervous system, lung cancer, renal cancer, and inflammatory diseases such as rheumatoid arthritis. JV Partners may include universities, hospitals, research centers, and pharmaceutical companies.

5 The Portfolio Companies, when paired with an appropriate JV Partner, may rescue failed clinical trials for a variety of drugs, assist with the discovery of new treatments for a variety of medical conditions, and help with the development of new diagnostics. The resulting Spin-Off Corporations from the partnership between the JV Partner and Portfolio Companies will result in a new business entity in which the Partnership will invest up to $7,500,000. (See, "BUSINESS DESCRIPTION") This Offering sets forth the investment program of the Partnership, the principal terms of the Limited Partnership Agreement of the Partnership, a copy of which is attached hereto as Exhibit B (the Partnership Agreement ), and certain other pertinent information regarding a proposed investment in the Partnership.

6 Each prospective Limited Partner should examine this Offering, the Partnership Agreement and the Subscription Agreement accompanying this Offering in order to assure itself that the terms of the Partnership Agreement and the Partnership s investment program are satisfactory to it. No person has been authorized in connection with this Offering to give any information or to make any representations other than those contained in this PRIVATE PLACEMENT MEMORANDUM , and any such information or representations should not be relied upon.

7 Any prospective purchaser of Interests who receives any such information or representations should contact the General Partner immediately to check its accuracy. Neither the delivery of this PRIVATE PLACEMENT MEMORANDUM nor any sales hereunder shall under any circumstances create an implication that there has been no change in the affairs of the Partnership since the date hereof. Prospective purchasers should not regard the contents of this PRIVATE PLACEMENT MEMORANDUM or any other communication from the Partnership as a substitute for careful and independent tax and financial planning.

8 Each potential investor is encouraged to consult with its own independent legal Forentis Fund, 3 counsel, accountant and other professional with respect to the legal and tax aspects of this investment and with specific reference to his own tax situation, prior to subscribing for Partnership Interests. The purchase of Partnership Interests by a qualified pension or profit-sharing plan, individual retirement account ( IRA ), Keogh plan or other qualified retirement plan involves special tax risks and other considerations that should be carefully considered.

9 Income earned by qualified plans as a result of an investment in the Partnership may be subject to federal income taxes, even though such plans are otherwise tax exempt. We will issue the Interests in book-entry form. Subject to certain limited exceptions, you will not receive a certificated security or a negotiable instrument that evidences your Interests. We will deliver written confirmations to purchasers of the Interests. Interests being offered pursuant to this Offering Circular represent an investment in the Partnership's limited partnership interests ("Interests.)

10 Purchasers of Interests will become limited partners of the Partnership (the "Limited Partners or Limited Partner. ) The Partnership is committed to raising a minimum of $2,000,000 prior to using funds ( Minimum Offering. ) If the Minimum Offering requirement is not met within one year from the date of this Offering, the Offering will terminate and funds will be returned to subscribers. The maximum capital available through this Offering is Fifty Million Dollars ($50,000,000). (See V. USE OF PROCEEDS. ) (See Distributions.)