The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Neograft Technologies, Inc.
Further to Gerbsman Partners sales letter of January 29, 2019 and update of February 4, 2019 regarding the sale of certain assets of Neograft Technologies, Inc. (“Neograft”), I am attaching updated information regarding the Assets and Intellectual Property of Neograft for interested parties bidding on the assets and IP of Neograft; Neograft’s Data Room due diligence information list and the Neograft Asset Purchase Agreement (“APA”) with detailed Asset List.
Prior to the bid date of February 28, 2019, I would encourage and recommend that all interested parties have their counsel speak with Jeff Quillen, Esq. or Erin Klein, Esq. of Foley Hoag, counsel to Neograft, to discuss any questions or comments of a legal nature relating to the transaction. Jeff is available at 617 832 1205 jquillen@foleyhoag.com. Erin is available at 617 832 1288 eklein@foleyhoag.com
Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by 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.
Ken, Dennis and I will be following up to review the updated Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.
I will be sending out a draft Asset Purchase Agreement “APA” in a couple of weeks prior to the bid date of February 28, 2019.
Any and all the assets of Neograft will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.
Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Neograft (http://neograftinc.com) to solicit interest for the acquisition of part or substantially all of Neograft’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Neograft Assets”).
IMPORTANT LEGAL NOTICE
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 Neograft Assets has been supplied by Neograft. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.
Potential purchasers should not rely on any information contained in this memorandum or provided by Neograft 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.
Neograft, 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 Neograft’s or Gerbsman Partners’ negligence or otherwise.
Any sale of the Neograft 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 Neograft and Gerbsman Partners. Without limiting the generality of the foregoing, Neograft and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Neograft 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.
The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 had an opportunity to inspect and examine the Neograft 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 Neograft, 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 Gerbsman Partners (and their respective staff, agents, or attorneys) do not make 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 Neograft Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than February 28, 2019 at 6pm Eastern Standard Time (the “Bid Deadline”) at Neograft’s offices, located at 470 Constitution Drive, Taunton, MA 02780. Please also email steve@gerbsmanpartners.com with any bid.
Bids should identify those assets being tendered for in an identifiable way.
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. All bids must be accompanied by a refundable deposit in the amount of $200,000. The deposit should be wired to an escrow agent who will be outlined in a future update. The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.
Neograft 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 and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.
Neograft will require the successful bidder to close within a 7 day period. Any or all of the assets of Neograft 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 Neograft Assets shall be the sole responsibility of the successful bidder and shall be paid to Neograft at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman
Kenneth Hardesty
Blog of Intellectual Capital 
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