Archive for February, 2011

Article from SFGate.

“It’s been a big couple of weeks in mobile. Verizon Wireless finally got the iPhone. Hewlett-Packard unveiled the first fruits of its Palm purchase last year. Nokia, the world’s biggest maker of handsets, abandoned its once-dominant Symbian mobile software system and demoted itself to a kind of glorified contract manufacturer of Microsoft-powered devices.

The struggle for mobile dominance has entered a new phase. Why would Nokia throw out Symbian, with its 37 percent market share, in favor of software with less than one-seventh of that? Because recently hired Chief Executive Officer Stephen Elop is convinced that Microsoft has better odds of going up against the four other mobile powers – Apple, Google, Research In Motion, and HP – and making its new Windows Phone 7 software a center of gravity for the world’s programmers, manufacturers, and consumers.

“The game has changed from a battle of devices to a war of ecosystems,” Elop told investors at a recent London news conference.

Actually, it’s the same game that created the most valuable franchises in tech history, from IBM to Microsoft to Facebook. All successfully established themselves as “platforms,” in which countless entrepreneurs and programmers developed products and applications that gave value to customers and profitability to shareholders – sucking oxygen away from rivals all the while.

Platform leaders

In the 1960s, IBM trounced Sperry and other mainframe manufacturers by creating a soup-to-nuts stack of hardware, software and services.

In PCs, Microsoft erased Apple’s early lead by signing up hardwaremakers to create cheap machines, and software companies to develop Windows versions of everything from word processors to Tetris.

Facebook vanquished social networks such as MySpace by repositioning itself as a platform – a decision that led to the creation of gamemaker Zynga and other app companies that keep Facebook’s 500 million users hanging around.

What’s different this time is scale.

“Mobile is the biggest platform war ever,” said Bill Whyman, an analyst with International Strategy & Investment. More smart phones were sold than PCs in the fourth quarter, and sales should reach $120 billion this year. That doesn’t count billions more in mobile services, ads, and e-commerce.

This war will probably last for some time, too. Unlike with PCs, where the unquestioned victor – Microsoft – quickly emerged and enjoyed years of near monopoly, no one has a divine right to dominance in mobile. Microsoft crushed its competition by forcing people to make a choice. There were far more software applications for PCs, and most didn’t work on Macs. The more Microsoft-powered machines out there, the more people wrote software for them, the more people bought them, and the bigger the whole system became. Economists have a name for that phenomenon: “network effects.”

Appealing products

All cell phones can talk to each other and handle the same websites and e-mail systems, so winning means making products that function more effectively and appealingly. That sums up Apple’s success.

Steve Jobs figured out long ago that when people spend their own money, they’ll pay for something a lot nicer than the unsexy gear the cheapskates in corporate procurement choose. While others competed on price, Apple focused on making its products reliable and easy to use. Once customers buy an iPhone and start investing in iTunes songs and apps, they tend to stick with the system and keep buying – even though there’s no proprietary lock on the proverbial door.

Apple’s huge sales volume makes carriers and suppliers more likely to agree to its terms. The software that powers everything Apple makes – all variations of the Mac operating system OS X – is as intuitive to developers as Angry Birds is to app shoppers.

The result is economic leverage of staggering power. To create a blockbuster, Apple doesn’t need to spend billions on a start-from-scratch moon-shot of a development project. It just needs to tweak a previous hit.

Take the iPad, which is in many ways a large iPod touch. Apple won’t say how much the iPad cost to develop. Consider these numbers, though: In the year that ended Sept. 30, during which Apple introduced the iPad and the iPhone 4, the company spent $1.8 billion on research and development. Over the same period, Apple’s revenue increased by $22.3 billion. Nokia spent three times as much as Apple on R&D – $5.86 billion – and increased revenue by just $1.5 billion. No wonder that Apple, whose share of total global mobile-phone sales is only 4.2 percent, gets more than half the profit generated by the industry, according to research firm Asymco.

Fast-growing Android

Even Google, Apple’s mightiest rival, got only a $5 billion increase in sales on its $3.4 billion R&D budget. It does have plenty to show for its efforts, though: Its Android platform is growing at a blistering pace. In the fourth quarter, according to research firm Canalys, twice as many Android devices shipped as iPhones.

“Google is being far more aggressive in building its platform than Microsoft ever was,” says Bill Gurley, a partner at Benchmark Capital.

Barring big surprises, the other contenders – RIM, HP, and Microsoft – are in for a slog: too dependent on mobile devices to give up, yet lacking the tools to make much progress. All lost market share in 2010 and have far fewer apps available for their devices.”

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San Francisco, February, 2011

Successful “Date Certain M&A” of Medical Device companies, its Assets and Intellectual Property

Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty, James Skelton, James McHugh and Dennis Sholl, members of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for two venture capital backed, medical device companies. These companies were in the obesity and cardiac mitral regurgitation spaces.

Gerbsman Partners provided Crisis Management and Investment Banking leadership, facilitated the sale of the business unit’s assets and its associated Intellectual Property. Due to market conditions, the board of directors made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

1,  Crisis Management and medical device domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
2.  Proven domain expertise in maximizing the value of the business unit and Intellectual Property through a Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
3.  The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management and Advisors;
4.  The proven ability to “Drive” toward successful closure for all parties at interest.

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 67 Technology, Life Science and Medical Device companies and their Intellectual Property and has restructured/terminated over $795 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, 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 San Francisco, Boston, New York, Washington, DC, Alexandria, VA, Europe and Israel.

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Article from GigaOm.

“A few years ago, Jeff Jarvis, a good friend of mine, published a book called What Would Google Do? When he wrote that book, Google had an aura of invincibility. Fast forward to today: Thanks to Facebook, it doesn’t seem so invincible. The new social web has passed it by. So, the question today is: What should Google do?

I’ve always maintained Google has to play to its strengths – that is, tap into its DNA of being an engineering-driven culture that can leverage its immense infrastructure. It also needs to leverage its existing assets even more, instead of chasing rainbows. In other words, it needs to look at Android and see if it can build a layer of services that get to the very essence of social experience: communication.

However, instead of getting bogged down by the old-fashioned notion of communication – phone calls, emails, instant messages and text messages – it needs to think about interactions. In other words, Google needs to think of a world beyond Google Talk, Google Chat and Google Voice.

To me, interactions are synchronous, are highly personal, are location-aware and allow the sharing of experiences, whether it’s photographs, video streams or simply smiley faces. Interactions are supposed to mimic the feeling of actually being there. Interactions are about enmeshing the virtual with the physical.

In a post earlier, I outlined that with the introduction of its unified Inbox, the constantly changing Facebook had shifted its core value proposition from being a plain vanilla social network to a communication company. Here’s a relevant bit from that post.

Facebook imagined email only as a subset of what is in reality communication. SMS, Chat, Facebook messages, status updates and email is how Zuckerberg sees the world. With the address book under its control, Facebook is now looking to become the “interaction hub” of our post-broadband, always-on lives. Having trained nearly 350 million people to use its stream-based, simple inbox, Facebook has reinvented the “communication” experience. …. Facebook as a service is amazingly effective when it focuses all its attention on what is the second order of friends – people you would like to stay in touch with, but just don’t have enough bandwidth (time) to stay in touch with. Those who matter to you the most are infinitely intimate, and as a result you communicate with them via SMS, IM Chat and voice. So far, this intimate communication has eluded Facebook. The launch of the new social inbox is a first step by Facebook to get a grip on this real world intimacy.

In 2007, I had argued that the real social network in our lives was the address book on our mobile phone. Google has access to real-world intimacy – the mobile phone address book – thanks to Android OS. All it has to do is use that as a lever to facilitate interactions.

In order to understand Google’s interaction-driven social future, one doesn’t have to look far: no further than Apple’s iTunes app store.  As you know, I have switched from BlackBerry to the iPhone, and as a result, I’ve been looking for a BBM replacement, and have been playing around with a score of apps.

In the process of searching for this app, I came across an app called Beluga, which essentially allows me to connect to my friends. And then I can create Pods (essentially Groups) with one or more of my friends. Sort of like what I did on BBM. Except, there’s more to Beluga.

It taps into my social graph (Facebook); it leverages my location, and it allows me to share photos as part of the messaging process. It’s a beautifully designed application that’s very inviting – and the experience is less communication, more interaction.

What’s beautiful about Beluga is it’s as personal and private as you want it to be. It’s just ironic that Beluga was co-founded by three Google engineers — Ben Davenport, Lucy Zhang and Jonathan Perlow — and if you see their bios, it is hardly a surprise that they ended up with an interaction-centric product like Beluga.

Yesterday, I was introduced to a new app called Yobongo, and it comes from a San Francisco startup co-founded by alumni of Justin.tv. It’s a good-looking application that leverages your location, allowing you to find people around you and to chat with them. It is at the extreme opposite of Beluga: It’s open, and you can chat with anyone. It is very real-time in nature. Of course, there are other apps like Yobongo: MessageParty, for example!

What’s common between these two apps is their ability for synchronous messaging. This messaging can, in turn, become the under-pinning of what I earlier called interactions.

Ability to interact on an ongoing basis anywhere, any time and sharing everything, from moments to emotions – is what social is all about. From my vantage point, this is what Google should focus on. If not — you know it very well — Facebook will.”

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Article from SFGate.

“The hottest trends in technology also represent some of the gravest threats to corporate data security.

Mobile devices, social networking and cloud computing are opening up new avenues for both cyber criminals and competitors to access critical business information, according to speakers at this week’s RSA Conference 2011 at San Francisco‘s Moscone Center and a survey set for release this morning.

The poll of 10,000 security professionals, by Mountain View market research firm Frost & Sullivan, also concluded that corporate technology staffs are frequently ill prepared to deal with many of the new threats presented by these emerging technologies.

“The professionals are really struggling to keep up,” said Rob Ayoub, global program director for information security research at Frost & Sullivan.

Mobile: Mobile devices ranked near the top of their security concerns, coming in second behind applications, such as internally developed software and Internet browsers.

Businesses face a number of threats from the increasingly common use of smart phones and tablets by their workers, including malicious software that attacks the operating systems, or the simple loss or theft of devices often laden with corporate information.

Juniper Networks, a sponsor of the RSA conference, presented some eye-catching – if also self-serving – statistics during a session titled “Defend Your Mobile Life.”

Mark Bauhaus, an executive vice president at Juniper, said that 98 percent of mobile devices like smart phones and tablets aren’t protected with any security software, and that few users set up a password. That’s troublesome, he said, given that:

— 2 million people in the United States either lost or had their phones stolen last year;

— 40 percent of people use their smart phone for both personal and business use;

— 72 percent access sensitive information, including banking, credit card and medical records;

— 80 percent access their employer’s network over these devices without permission.

Bauhaus stressed the need to adopt mobile applications and online services – which Juniper not coincidentally provides – that remotely turn off and wipe gadgets, blacklist spammers, detect and remove viruses, and ensure that devices are safe before connecting to corporate networks.

Hackers have already tried to exploit the popularity of mobile applications by writing Trojan Horses, malicious programs that appear to be helpful apps in online markets, said two researchers from Lookout Mobile Security of San Francisco in a separate session.

Once users install the app, however, it can disable the phone, force it to execute commands or snatch information.

Since late December, two Trojans have been identified on Android phones that represented significant leaps in technological sophistication, said Kevin Mahaffey, chief technology officer of Lookout, which also develops mobile security services.

Known as Geinimi and HongTouTou, both are examples of malicious software inserted into otherwise familiar and legitimate apps.

“We’re nowhere near the level of sophistication you see in desktop malware, but it’s definitely a step up from what we’ve seen to date,” Mahaffey said.

Cloud: A Wednesday morning session titled “Cloud Computing: A Brave New World for Security and Privacy,” highlighted the considerations that businesses should bear in mind before using such a system, in which data are stored on remote server farms rather than ensconced behind a company’s own walls.

Placing corporate e-mails, human resource information or credit card numbers outside the company’s physical domain raises a number of legal, privacy and security issues, according to the panel.

Hackers go after cloud providers for the same reason that criminals rob banks, said Eran Freigenbaum, director of security for Google Apps.

“Cloud providers are going to get attacked and get attacked, because that’s where the data is,” he said.

The measure of a cloud service, like those provided by Google, Amazon.com or Salesforce.com, are how they hold up against such assaults and respond to exposed vulnerabilities, he said.”

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Sale of InnerPulse, Inc.

Gerbsman Partners (www.gerbsmanpartners.com) has been retained by InnerPulse, Inc. (www.innerpulse.com) to solicit interest for the acquisition of all, or substantially all, the assets of InnerPulse, Inc.

Headquartered in Research Triangle Park, North Carolina, InnerPulse, Inc. is a cardiac rhythm management (CRM) medical device company founded in 2003 with disruptive technology which will likely change the industry by creating unique access to and delivering new growth in the existing $12 billion worldwide CRM market.

InnerPulse has raised three rounds of private financing to date totaling $85 million from both venture capital and strategic partners.  Investors have included Delphi Ventures, Frazier Healthcare Ventures, Synergy Life Science Partners, Ascent Biomedical Ventures, as well as strategic investments from Boston Scientific, Johnson & Johnson Development Corp., and Medtronic.


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

The information contained in this memorandum relating to InnerPulse’s Assets has been supplied by InnerPulse.  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 InnerPulse, 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.

InnerPulse, 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 InnerPulse’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the InnerPulse 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 InnerPulse or Gerbsman Partners.  Without limiting the generality of the foregoing, InnerPulse and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the InnerPulse Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, 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.

InnerPulse has developed and patented a novel device platform technology, the fully intravascular implantable device (IID) that is extensible into all of CRM—single and dual chamber pacemakers, single and dual chamber defibrillators, and cardiac resynchronization therapy defibrillators.  The platform is built upon industry-proven technology, yet innovated to allow physicians to implant devices via a standard percutaneous procedure rather than the traditional surgical technique.  This dramatic change will simplify the implant for the physician and improve therapy access and outcomes for the patient.

InnerPulse believes its assets are attractive for a number of reasons

1.  The InnerPulse fully intravascular, percutaneously implanted IID technology is revolutionary and disruptive, and can provide both market growth and market share in the large, $12 billion worldwide CRM market.

2.  The InnerPulse novel form factor and intravascular implant location provide significant benefits over traditional CRM devices, yet utilize well-established, proven methods and therapy for pacing and defibrillation, with clinical evidence already existent, reimbursement in place, and clinical practice guidelines well-known.

3.  InnerPulse’s Intellectual Property, comprising 7 issued US patents, 22 pending US patent applications, 2 issued international patents and 5 international pending patent applications, is the exclusive portfolio for the practice of fully intravascular implantable electrophysiological devices.

4.  The company has significantly de-risked the technology by completing over 400 animal studies and an acute human study, demonstrating safety and efficacy of the technology to the fullest extent prior to chronic human clinical trials.

5.  This unprecedented set of animal data, including peer-reviewed and published studies, is also augmented by an acute defibrillation threshold (DFT) human trial that demonstrated better defibrillation efficacy than traditional defibrillators and validated the implant procedure.

6.  InnerPulse has developed a comprehensive strategic product plan with enabling technology pathways to enable the platform into all CRM products.

7.  InnerPulse has developed the basic manufacturing processes required for its novel technology and has produced its percutaneous implantable cardioverter defibrillator (PICD™).

8.  The world’s thought leaders in both electrophysiology and interventional cardiology have actively supported and advised the company since its inception.

9.  The company has developed excellent relationships with several leading European cardiology centers that have participated in the Company’s acute human study and have indicated they will participate in its CE Mark trial.

InnerPulse Company Profile

InnerPulse, Inc. is located in Research Triangle Park, NC, and is a privately held company founded in December 2003.  InnerPulse has raised three rounds of private financing to date totaling $85 million from both venture capital and strategic partners.  Investors have included Delphi Ventures, Frazier Healthcare Ventures, Synergy Life Science Partners, Ascent Biomedical Ventures, as well as strategic investments from Boston Scientific, Johnson & Johnson Development Corp., and Medtronic.

The company has developed and manufactured the revolutionary IID platform technology, as well as developed percutaneous implant and removal procedures using custom catheter-based tools.  The InnerPulse intravascular platform has been developed and evaluated extensively in over 400 animals to date, as well as with thorough bench and laboratory testing.  Chronic safety has been demonstrated in animal studies over 1 year, and the Company has conducted acute human studies on the platform and procedure.

Impact of Technology on the Market

The percutaneously-implanted IID will compete in, and dramatically impact, the existing CRM market.  InnerPulse will market both pacemaker and defibrillator product lines.  With respect to the existing CRM devices on the market today, the InnerPulse devices are superior.  The benefits include a simpler and faster procedure, reduced complications, device reliability advantages, and lower post-procedure discomfort.

Unlike current CRM devices, which are surgically implanted in a procedure that typically takes 35 minutes and requires an operating room, the InnerPulse fully intravascular pacemaker (PPx™) and defibrillator (PICD™) technology are implanted percutaneously utilizing a catheter-based procedure, which takes less than 15 minutes and can be performed in the cardiac catheterization laboratory.  Additionally, the implant procedure is familiar to both electrophysiologists (who currently implant the majority of CRM devices) and other implanting cardiologists, and has significantly lower infection rates than surgical procedures.  The intravascular device is also projected to deliver reliability advantages, including the virtual elimination of performance issues associated with cardiac leads and device headers.  Because the IID does not require a surgical pocket, patients benefit through lower post-procedure discomfort and improved cosmesis.  In the end, the device is imperceptible to the patient and will address known barriers to patient acceptance of an implanted device.  The shortened procedure and improved cost efficiency of the cardiac catheterization lab will increase hospital and physician revenue by facilitating more procedures at higher margin.

Together, the benefits provided by the InnerPulse technology will appeal to all stakeholders—physicians, patients and hospitals, and will drive market acceptance.

InnerPulse’s Assets

InnerPulse has developed a portfolio of assets critical to the development and manufacture of its revolutionary, fully intravascular cardiac rhythm management device technology. These assets fall into a variety of categories, including:

–   Patents, Patent Applications and Trademarks

–   Significant intellectual capital, know-how and expertise in the design and manufacture of fully intravascular systems and the novel percutaneous implant and removal procedure

–   Long-term strategic Product Plan including next generation product designs

–   Design and quality assurance test equipment

–   Fully-outfitted manufacturing equipment for the PICD™, the company’s fully intravascular implantable defibrillator

–   Pre-clinical animal data including the following:
–  Data from over 400 development animal studies
–  Peer-reviewed, published animal data demonstrating superior defibrillation efficacy in porcine and canine
–  Completed GLP studies on anchoring stability and vascular response
–  A cohort of survival animals implanted over 1 year targeted for long-term removals required for regulatory submission

–   Clinical data from the acute DFT human study

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

The Sale of the InnerPulse Assets is being conducted pursuant to a Resolution of the Board of Directors of InnerPulse, Inc. for the liquidation and dissolution of the company which was approved by the Board on February 3, 2011, and by the stockholders on February 7, 2011.  InnerPulse expects the sale of the InnerPulse Assets to be completed without any further vote or action by InnerPulse’s stockholders.

InnerPulse, Inc. Key Personnel
·       Stephen C. Masson — General Manager & Chief Technology Officer:  Has led the Company’s product development, product planning, operations, and relationships with key technology and funding partners, and consultants.  Mr. Masson draws from 30 years experience in the design and manufacture of implantable medical devices, including pacemakers and defibrillators.  Formerly Vice President of Product Development at Ventritex. Inc. (now a division of St. Jude Medical), where Mr. Masson was responsible for overseeing the team that created a series of highly advanced implantable cardiac devices, resulting in the company attaining as much as a 35-percent U.S. market share and more than $125 million in annual revenue.  Previously, Mr. Masson was Vice President of Research and Development at HeartWare, Inc., a cardiac-assist device company, and began his career in at pacemaker manufacturer Cordis Corporation (now a division of Johnson & Johnson), where he held both design and management roles.
·       Terry Ransbury — Vice President, Research & Development, Co-founder: The Company’s first employee, Mr. Ransbury has played a critical role in developing the company’s novel technology and intellectual property, including filing the patents for the platform technology and implantation techniques of the intravascular device.  Mr. Ransbury has more than 25 years of management, product development and field experience in the medical device industry to his position.  He was the principal designer of the medical instrumentation device for programming implantable defibrillators at Ventritex, Inc. As Clinical Manager at Biosense, he oversaw the field introduction of the industry-standard CARTO 3D electrophysiological mapping and ablation system.  Each company was acquired for more than $350 million during his tenure.
·       W. Eugene Sanders, MD — Vice President, Medical Affairs & Chief Medical Officer: Dr. Sanders has led the company’s medical affairs including clinical support of product and procedure development and management of the animal and early human clinical studies.  Dr. Sanders joined the company after spending 15 years at the University of North Carolina-Chapel Hill as Director of Clinical Cardiac Electrophysiology.  He has extensive experience in surgical implantation of defibrillators and pacemakers, as well as all aspects of arrhythmia management including ablation.  Dr. Sanders has been a major investigator in multiple national clinical trials of implantable medical devices. His publications include articles in the New England Journal of Medicine, Journal of the American College of Cardiology, and Lancet in addition to several book chapters.  He is board certified in Internal Medicine, Cardiovascular Disease, and Clinical Cardiac Electrophysiology.
·       Julie Ames — Controller:  Ms. Ames has over 25 years experience at the Controller level in corporate accounting and management.  She has a broad background in all aspects of company operations including finance, budgeting and forecasting, cost controls, human resources, insurance, IT, staff management and corporate governance.

InnerPulse, Inc. Board of Directors

·       John F. Maroney: Delphi Ventures – Menlo Park, CA
·       Nathan R. Every, MD: Frazier Healthcare Ventures – Seattle, WA

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 InnerPulse 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 InnerPulse, 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 InnerPulse 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 InnerPulse Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than March 18, 2011 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at InnerPulse’s office, located at 4025 Stirrup Creek Drive, #200, Research Triangle Park, NC 27703.  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 InnerPulse fixed asset list may not be complete and Bidders interested in the InnerPulse Assets must submit a separate bid for such assets.  Be specific as to the assets desired.

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 InnerPulse, Inc.).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

InnerPulse reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

InnerPulse will require the successful bidder to close within 7 business days.  Any or all of the assets of InnerPulse 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 InnerPulse Assets shall be the sole responsibility of the successful bidder and shall be paid to InnerPulse at the closing of each transaction.

For additional information, please see below and/or contact:

Steven R. Gerbsman
(415) 456-0628

Kenneth Hardesty
(408) 591-7528

Jim Skelton
(949) 466-7303

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