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Archive for April, 2010

SALE OF CardioMind, INC.

Gerbsman Partners has been retained by CardioMind, Inc. to solicit interest for the acquisition of all, or substantially all, the assets of CardioMind Inc.

IMPORTANT LEGAL NOTICE:

The information in this memorandum does not constitute in whole or in part an offer or a contract.

The information contained in this memorandum relating to CardioMind‘s Assets has been supplied by CardioMind. It has not been independently investigated or verified by Gerbsman Partners or its agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by CardioMind, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

CardioMind, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of CardioMind‘ or Gerbsman Partners” negligence or otherwise.

It is expected that any sale of the CardioMind Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of CardioMind or Gerbsman Partners. Without limiting the generality of the foregoing, CardioMind and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the CardioMind Assets and any portions thereof, including, but not limited to, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

CardioMind, Inc.

Headquartered in Sunnyvale, California, CardioMind, Inc. is a development stage company focused on a unique stent delivery platform that has applications in treating coronary, neuro and peripheral artery disease.

CardioMind believes its assets are attractive for a number of reasons:

1. CardioMind’s Sparrow bare metal stent systems are CE Marked and represent:
– the first stent “in a guidewire” system ever approved for sale.
– the lowest profile (.014 Inch maximum diameter) stent system ever approved for sale.
– the stent with the thinnest struts ever approved for sale.
– the first approved stent system specifically designed to treat vessels below 2.75 mm.

2. CardioMind has data on its Sparrow drug eluting stent out to 8 months that shows binary restenosis rates of 6.7% in vessels whose mean diameter is 2.27 mm with a mean in-lesion late loss of .23 mm. This data was collected from world respected cardiology centers in Europe, Asia, Australia, and South America in a multicenter controlled randomized trial and analyzed by key ivus and angiographic core laboratories. Data sets and data bases available during due diligence process.

3. CardioMind has extensive data from bench, preclinical, and clinical studies that was used to get the CE Mark on the bare metal stent and is in process of using existing data to get the CE mark for its drug eluting stent.

4. CardioMind has existing bare metal inventory that can be used for clinical evaluation and sale preference testing in Europe.

Intellectual Property Summary

At present, CardioMind has 2 issued US patents, 14 pending patent applications of which 2 have been allowed, and 14 pending international patent applications of which 1 has been allowed. These patents and patent applications are in the area of implant and/or stent delivery technology and stent construction technology and describe among other things:

* A low-profile implant/stent delivery device having an implant/stent releasably secured to a delivery guide member.

* Stent delivery systems comprising an elongate stent carrying member that serves as a guidewire for a balloon catheter that can be used, for example, for vessel predilation or postdilation of an emplaced stent. And methods of passing a balloon catheter over an elongate stent carrying member, which serves as a guidewire.

* Prosthesis twist-down delivery systems including a prosthesis mounted on an elongate member in a twisted reduced diameter configuration and stent configurations suitable for twisting.

* Implant/stent holding and release approaches to releasably hold an implant/stent to a delivery guide including mechanical and electrolytic mechanisms.

* Power delivery technology for releasing electrolytically erodable stent holding mechanisms.

CardioMind has allowed claims involving methods for treating a vessel including passing a balloon catheter over an elongate stent carrying member, which serves as a guidewire for the balloon catheter. CardioMind also has allowed claims involving a system comprising prosthesis structure being in a twisted reduced diameter configuration and releasably mounted on an elongate member. These allowed claims also include other language as will be apparent from reviewing the claims. Other aspects of the technology also are being pursued.

Sparrow is a differentiated stent and delivery technology

* The stent “in a guidewire” technology is unique to CARDIOMIND and may offer significant clinical benefits.

* The Sparrow’s low profile and guidewire integration allows for significantly improved delivery and access to distal lesions, lesions in tortuous anatomy, small vessels, lesions distal to previously placed stents, and access through stent struts to treat bifurcations.

* The Sparrow allows direct access to the lesion with the Sparrow being used as the lead guidewire. The Sparrow guidewire can then be used to rail a rapid exchange catheter over its shaft and stent. Alternatively, the Sparrow with its stent attached can fit through any standard .014 inch catheter lumen (infusion or balloon).

Large and well established stent market

* Existing $5 billion worldwide coronary stent market.

* Existing reimbursement.

* Physician base known for rapid adoption of new technologies that provide improved safety/efficacy and/or greater efficiency.

* Neurovascular Stent: The Sparrow can be used in neurovascular anatomy to treat ischemic stroke, atherosclerotic disease, or bridge aneurysms prior to coiling. Existing stents with much stiffer, bulkier delivery systems are priced at $6000 for bare metal stents. There are over 700,000 ischemic strokes in the US annually. Access is a key issue in treatment of distal, tortuous neurovascular disease.

* Peripheral Stent: The Sparrow can access distal parts of the peripheral vascular system to treat unmet clinical needs in erectile dysfunction and distal disease in the leg. The Sparrow system is extremely flexible and trackable and may be able deliver a self-expanding stent to distal, tortuous anatomy better than current systems. These markets represent markets over $500MM.

CardioMind Company Profile

CardioMind was founded in 2003 and raised approximately $53 million through private placements of its convertible preferred stock involving leading venture capital firms including Latterell Venture Partners, Morgenthaler Ventures, InterWest Partners, De Novo Ventures, SV Life Sciences, and Onset Ventures.

CardioMind is a developer of the innovative “stent in a guidewire” Sparrow system using both drug eluting and bare metal stent systems for the treatment of coronary artery disease, neurovascular disease and peripheral vasculature disease. The CardioMind® Sparrow Stent is the only stent system designed specifically to treat small vessel disease and offers delivery on a guidewire that has a profile 70% smaller than any commercial competitor.

CardioMind’s stent systems are the only stent systems designed to enable physicians to access lesions with combination wire/stent that acts as a lead wire. CardioMind’s stent systems are designed to treat small vessels and distal, hard to reach anatomy in coronary, neuro and peripheral vasculature.

Impact of Technology on the Market

CardioMind believes that its “stent in a guidewire” technology offers advantages over currently marketed stents.

* The “stent in a guidewire” technology is unique to CARDIOMIND and may offer significant clinical benefits

* The Sparrow’s low profile and guidewire integration allows for significantly improved delivery and access to distal lesions, lesions in tortuous anatomy, small vessels, lesions distal to previously placed stents, and access through stent struts to treat bifurcations.

* The Sparrow allows direct access to the lesion with the Sparrow used as the lead guidewire. The Sparrow guidewire can then be used to rail a rapid exchange catheter over its shaft and the stent. Alternatively the Sparrow and its stent can fit through any standard .014 inch catheter lumen (infusion or balloon).

CardioMind Assets

CardioMind has developed a portfolio of assets critical to the development and manufacture of stent “in a guidewire” systems. These assets fall into a variety of categories, including:

* Patents, Patent Applications and Trademarks

* CE Mark for Sparrow bare metal stent systems

* Custom built equipment for manufacturing stent systems

* Technology and intellectual property related to stent “in a guide wire” systems

* Key know-how and expertise in manufacturing smallest profile stent system approved for sale

* Technology and intellectual property related to drug coating the Sparrow system utilizing a biodegradable polymer

* Patient Data from 2 clinical trials involving 170 patients

The assets of CardioMind will be sold in whole or in part (collectively, the “CardioMind Assets”). The sale of these assets is being conducted with the cooperation of CardioMind. CardioMind and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, CardioMind should not be contacted directly without the prior consent of Gerbsman Partners.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the CARDIOMIND Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of CARDIOMIND, Inc., Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and neither CARDIOMIND nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the CardioMind Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Thursday, June 3 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at CardioMind’ office, located at 257 Humbolt Court Sunnyvale, CA 94089. Please also email Steve@GerbsmanPartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached CardioMind fixed asset list may not be complete and Bidders interested in the CardioMind Assets must submit a separate bid for such assets. Be specific as to the assets desired. CardioMind cash and accounts receivable are not being offered for bid as par of the CardioMind Assets.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to CardioMind, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Unsuccessful bidders will have their deposit returned to them. CARDIOMIND reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

CARDIOMIND will require the successful bidder to close within 7 business days. Any or all of the assets of CardioMind will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the CardioMind Assets shall be the sole responsibility of the successful bidder and shall be paid to CardioMind at the closing of each transaction.

For additional information, please see below:

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 60 Technology, Life Science and Medical Device companies and their Intellectual Property,, through its proprietary “Date Certain M&A Process” and has restructured/terminated over $790 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

Gerbsman Partners has offices and strategic alliances in Boston, New York, Washington, DC, Alexandria, VA, San Francisco, Europe and Israel.

Gerbsman Partners
Phone: +1.415.456.0628, Fax: +1.415.459.2278
Email: Steve@GerbsmanPartners.com

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Here is an article from Yahoo.

“Greece was pushed to the brink of a financial abyss and started dragging another eurozone country — Portugal — down with it, fueling fears of a continent-wide debt meltdown.

Stocks around the world tanked after ratings agency Standard & Poor’s on Tuesday downgraded Greek bonds to junk status and downgraded Portugese bonds two notches, showing investors that Greece’s financial contagion is spreading.

Major European exchanges fell more than 2.5 percent, and on Wall Street, the Dow Jones industrial average finished down 213 points, or 1.9 percent. The euro slid more than 1 percent to nearly an eight-month low.

Asian stock markets tumbled in early trading Wednesday. Japan’s Nikkei 225 stock average shed 2.8 percent to 10,897.72, and South Korea’s Kospi lost 1.6 percent to 1,722.03. Australia’s benchmark retreated 1.8 percent to 4,792.90.

“We have the makings of a market crisis here,” said Neil Mackinnon, global macro strategist at VTB Capital.

Greece is struggling with massive debt, and with prospects for economic growth weak it could end up in default. Its 15 eurozone partners and the International Monetary Fund have tried to calm the markets with a euro45 billion rescue package, but it hasn’t worked.

Standard & Poor’s warned that holders of Greek debt could take large losses in any restructuring, but a greater worry is that Greece’s debt crisis is mushrooming to other debt-laden members of the eurozone.

One bailout can be dealt with but two will be stretching it, and there are fears that other weak economies could be pulled down in the Greek spiral — including Europe’s fifth-largest, Spain. Can Germany, Europe’s effective paymaster, continue to bail out the weaker members of the eurozone?

The crisis threatens to undermine the euro and make it harder and more expensive for all eurozone governments to borrow money.

It has also disrupted cooperation between eurozone governments, with Germany resisting the idea of bailing out Greece unless strict conditions are met.

Many investors think Greece will have enough money to avoid default in the coming weeks, but the future is cloudier.

Both Standard & Poor’s and the Greek finance ministry insisted that the country will have enough money to make the euro8.5 billion bond payments due on May 19.

Even if it does, Greece faces years of austerity with living standards sharply reduced. Standard & Poor’s warned that the Greek economy was unlikely to be as big as it was in 2008 for another decade.

Junk status sinks Greece’s hopes even deeper. Losing investment-grade status for its bonds means that Greece will have to pay higher costs to borrow if it taps debt markets again, and increases the chances that existing debt will have to be restructured.

“The latest developments mean that the chances of Greece solving this situation without restructuring its debts are now dim,” said Diego Iscaro, senior economist at IHS Global Insight.

German Chancellor Angela Merkel reiterated her position that Greece should first conclude the current negotiations with the IMF and the European Union about austerity measures for the coming years before receiving the international loan package.”

Read the full article here.

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By Tony Fish

Tony Fish is a member of Gerbsman Partners Board of Intellectual Capital and an International Technology Consultant

In the book “My Digital Footprint” eight business models were explored, this Viewpoint is an update to model 5. If the balance of value is not already in favour of web companies, as they barter free services for your privacy and data it soon will be, as they need more data to continue their growth and seek differentiation but are unable to offer more in return. The Viewpoint presents that there is now a continuous test on the consumer resolve for privacy, the unmarked boundaries of private and thresholds of liberty as web companies find routes to extract more information on you, without you realising.

Content Creation leads to Value Creation

In March 2010 Facebook was estimated to be worth $11.5bn, Twitter $1.4bn, Linkedin $1.3bn and Google $170bn. But why? In simple terms these web companies and many more like them, consist of millions of users creating and sharing large amounts of content which is subsequently monetised through advertising to create these public valuations.

Symbiotic Relationships

When studying the bonds and bridges between the users and these web companies, in the context of privacy, trust, identity, reputation and digital footprints, it clear that there are complex inter-dependencies. Indeed the relationship between the users and the web companies could even be described as symbiotic, as the users and web companies are mutually beneficial participants. The implied contract between web companies and their users is simple; they’ll provide users with free web services in exchange for “permission” to datamine and monetise the users “public” data via related advertising.

Constant Tension

However, there is a hidden cost of this seemingly beautiful symbiotic relationship, the more that users make “public” their data, the more they relinquish their privacy. It is this tension between the users desire to protect their privacy and limit their “public” data, that contrasts with the monetary needs of a web service business to access and liberate more of the users “private” data; that is constantly testing the symbiotic relationship.

Money Talks and Privacy Walks

Although this freemium model is working well during this Web 2.0 era, advertisers are seeking to maximise their ad budgets through improved targeting and behavioural advertising. A mechanism to make this happen is if web services can convince their users to either make public more personalised information or to unilaterally force through privacy policy changes. To do so might result in users abandoning the web service, to not do so might result in the advertisers spending their budgets elsewhere. For example Facebook has for sometime been changing their users’ privacy settings in order to test the users elasticity of acceptability. On more than one occasion users have protested so vehemently against the changes, ironically using Facebooks own Fan pages, that Facebook have rolled back the privacy settings, only for them to make smaller incremental privacy policy changes later on which the users then seemingly accept.

“Only recently Facebook unilaterally chose to remove its users’ ability to control who can see their own interests and personal information. Certain parts of users’ profiles, “including your current city, hometown, education and work, and likes and interests” will now be transformed into “connections,” meaning that they will be shared publicly. If you don’t want these parts of your profile to be made public, your only option is to delete them.” Source: OpenRightsGroup – 21.04.10

Facebook may have reached a tipping point where the potential value from forcing more openness, by unilateral changes to privacy, for user data outweighs the potential lose of users to an alternative.

Privacy Talks and Money Walks

Of course the fight to retain user privacy remains a tender point as proved by the recent introduction of Google Buzz and the scant disregard that Google placed on users privacy. The draconian way in which Google forced every GMail user to adopt Buzz was bad enough but to then set the privacy setting to “public” as a default meant that everyone’s email contacts where exposed publicly. Only a deafening outcry across the blogosphere and beyond led to Google publicly apologising for their faux pas and resetting the privacy policy of every user back to private as a default. Google’s monetisation of Buzz may take a lot longer now that users will be more cautious to open up their privacy settings. It is not difficult to comprehend that there is a balance between the amount of data that users will or can give up and the level of data that businesses demand for monetisation. For a symbiotic relationship to develop this balance between brand, trust, privacy, security, risk, identification and value needs to be understood and analysed. Fear, uncertainty and doubt go hand in hand with the erosion of privacy and liberty, get the balance wrong and the user will not give you data and the web business will not survive. Finding and pushing the balance is a new executive skill.

Adding value through social CRM

Companies, such as Kontagent, Klout, Gravity, Rapportive, Etacts, Grader and Flowtown are building analytical tools that track and interpret the way users behave on Facebook, Gmail and Twitter i.e the Public Interest Graph, particularly how they interact with third-party applications. Such analysis tools help figure out, for instance, which invitations lead to the most registrations and why. Collecting data is one thing, making it useful quite another and thatÕs the key challenge for every business in this digital era, indeed AMF Ventures would go as far as to say this is the next battle ground of the web.

Disruptive change to a status quo

A well published fact from the dark side of digital footprint data is that the invasion of liberty or privacy, snooping, identity fraud and the subsequent abuse of your data costs £25 per person in the UK Source: IdentityTheft.org Counter to this cost is the economic value created by user data, which is in the order of £100 per user. Market cap of Google (March 2010) divided across the number of users. Each user value will increase if Youtube, Facebook and other social media valuations are added to the equation. Your digital data has value Ð it is fragmented but users may realise that they don’t get a fair trade. The value created by them is far greater than the free service reward. Free may be good, free plus cash or share of an IPO for my privacy could be an alternative model for a new entrant who wants to cross the next boundary of user privacy, but at least there is an exchange value. This could leave those who want to hide their privacy having to pay, rather than free-riding.

The Way Forward

To help companies discover and make sense of the conflicting pressures AMF Ventures offers a 2 day workshop to deliver a digital footprint vision, who to trust and why, how to drive quality and value from relationships and an action plan based on a deep understanding of the complex balances.

A focussed workshop will help to improve understanding of your position and perspective and remove bias. The workshop will cover the following:

  • The bonds and bridges between privacy, risk and trust.
  • How much data is needed from your customers to create new and incremental value.
  • Where is the current privacy/ exploitation balance?
  • What metrics companies are using to track your Public Interest Graph (PIG) and brand sentiment?
  • What new Social CRM tools exist today to measure and manage social relationships externally and internally?
  • What is Social Graph Optimisation (SGO) and how are companies use it today to increase their valuation?
  • How your company can measure its Social CRM
  • What is Vendor Relationship Management (VRM) and how will it effect your future customer relationship strategy?

If you would like more information about the workshops or to chat about the opportunities that digital footprint data brings, especially from the perspective of mobile and real time feedback, please contact me at tony.fish@amfventures.com. The book is free on line at www.mydigitalfootprint.com or you can buy it direct from the publisher at the web site.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 60 Technology, Life Science and Medical Device companies and their Intellectual Property,, through its proprietary “Date Certain M&A Process” and has restructured/terminated over $790 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

Gerbsman Partners has offices and strategic alliances in Boston, New York, Washington, DC, Alexandria, VA, San Francisco, Europe and Israel.

For additional information please visit www.gerbsmanpartners.com

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Here is some IPO news from SFgate.com

“Codexis Inc., a Redwood City startup that makes designer enzymes for pharmaceuticals and biofuel production, sold its shares for the first time Thursday on the Nasdaq exchange, the first of what could be a flurry of IPOs this year from Bay Area clean-tech companies.

Codexis shares opened at $13, the low end of the $13 to $15 range predicted by the company last week, and closed at $13.26. The initial public offering brought Codexis $78 million.

After a drought in clean-tech IPOs last year, several green companies have already announced their intention to go public, and many more are thought to be waiting in the wings. Codexis’ premiere, therefore, was closely watched in the industry, even as analysts cautioned against reading too much into it. One IPO isn’t enough to gauge investors’ appetite for clean-tech stocks.

“There’s definitely a hunger – I’m not sure that people are starving, though,” said Joel Makower, executive editor of GreenBiz.com. “There’s a lot of temptation to read into the first clean-tech IPO of the year, but I don’t think this tells us much.”

Tesla Motors, the Palo Alto maker of electric sports cars, has also announced its intention to go public. So has Amyris, a biofuel startup in Emeryville, and Solyndra, a Fremont firm whose solar panels look like fluorescent light tubes painted black. IPO rumors have swirled around BrightSource Energy in Oakland, which is developing large solar power plants in Southern California, and Redwood City’s Silver Spring Networks, which makes hardware and software for smarter electrical grids.

The pent-up interest in IPOs isn’t confined to clean-tech startups. Five other companies – with products ranging from software to pharmaceuticals – premiered Thursday, making it the busiest day for IPOs since November 2007.”

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Here is a piece from the Digits blog at wsj.com.

“Salesforce.com said Wednesday that it would pay at least $142 million to acquire lead-generation startup Jigsaw, the biggest acquisition to date for the online software company.

The move comes as companies throughout the industry gear up for a period of consolidation. Salesforce.com, which has made relatively few deals in its history, recently hired several mergers and acquisition specialists and in January raised $575 million in debt.

(The debt—and the notion that Salesforce was gearing up to make acquisitions—was the subject of a story in Tuesday’s Wall Street Journal.)

Salesforce has had its eye on Jigsaw for several years, but only got serious about a possible deal a few months ago, says Kendall Collins, Salesforce’s chief marketing officer. Jigsaw is basically a big database filled with contact information for potential customers. It’s “crowd sourced,” meaning users submit, update and fact check the information themselves. There’s already a version of Jigsaw that’s built on Salesforce’s systems and allows for contacts from Jigsaw to be easily copied into Salesforce’s sales-automation software.

Salesforce.com has been marketing itself as a “platform” that other companies can build applications on. Does buying one of these companies send a bad message that it will play favorites?”

Read the full article here.

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