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Bidding Process – Procedures for the sale of certain assets and Intellectual Property of NovaLign Orthopaedics

Posted in Board Of Intellectual Capital, Distressed Intellectual Property, Distressed IP, Gerbsman Partners, Inetellectual Property, Investments, Life Science, LinkedIn, Venture Capital, tagged , , , on August 14, 2010| Leave a Comment »

Bidding Process – Procedures for the sale of certain assets of NovaLign Orthopaedics,, Inc.

Further to Gerbsman Partners e-mail of August 6, 2010 regarding the sale of certain assets of NovaLign Orthopaedics, Inc., I attach the legal documents and wire transfer information  that we will be requesting of bidders for certain assets of NovaLign Orthopaedics, Inc. All parties bidding on the assets are encouraged, to the greatest extent possible, to conform the terms of their bids to the terms and form of the attached agreements.  Any and all of the assets of NovaLign Orthopaedics, Inc. will be sold on an “as is, where is” basis.  I would also encourage all interested parties to have their counsel speak with Stephen O’Neill, Esq., counsel to NovaLign Orthopaedics, Inc.

For additional information please contact Stephen O’Neill, Esq., of Murray & Murray counsel to NovaLign Orthopaedics, Inc. He can be reached at 408 907 9200  and/or at soneill@murraylaw.com

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the NovaLign Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, September 17, 2010 at 5:00 p.m. Central Standard Time (the “Bid Deadline”) at NovaLigns’ office, located at 5885 Ridgeway Center Parkway, # 210, Memphis, TN 38120.  Please also email steve@gerbsmanpartners.com with any bid.

For your convenience, I have restated the description of the Updated Bidding Process.

The key dates and terms include:

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix B) 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 NovaLign 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 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 NovaLign Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Friday, September 17, 2010 at 5:00pm Central Daylight Time (the “Bid Deadline”) at NovaLign’s office, located at 5885 Ridgeway Center Parkway, Suite 210, Memphis, TN 38120.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. In particular, please identify separately certain equipment or other fixed assets. The attached NovaLign fixed asset list may not be complete and bidders interested in the NovaLign equipment must submit a separate bid for such 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.  All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable to NovaLign Orthopaedics, Inc.).  The deposit should be wired to NovaLign’s attorneys Murray & Murray, A Professional Corporation.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by NovaLign’s counsel.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

NovaLign 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.

NovaLign will require the successful bidder to close within a 7 day period. Any or all of the assets of NovaLign 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 NovaLign Assets shall be the sole responsibility of the successful bidder and shall be paid to NovaLign at the closing of each transaction.

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

Stephen O’Neill, Esq.
(408) 907-9200
soneill@murraylaw.com

Steven R. Gerbsman
(415) 456-0628
steve@gerbsmanpartners.com

Dennis Sholl
(415) 457-9596
dennis@gerbsmanpartners.com

Kenneth Hardesty
(408) 591-7528
ken@gerbsmanpartners.com

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In San Francisco’s SoMA District, A Revived Start-Up Scene

Posted in Board Of Intellectual Capital, tagged , , , , , , , on August 13, 2010| Leave a Comment »

Here is an article from WSJ´s Venture Dispatch.

“The technology start-up scene is rebounding strongly from the recession. That’s evident at 410 Townsend St. in San Francisco’s South of Market neighborhood.

The 75,000-square-foot office building was about 60% vacant in late 2008 when the financial crisis hit and one of the property’s major tenants moved out. Now the landlord, PMI Properties, says the building is 100% full with Internet start-ups such as microblogging service Yammer Inc., online ticket seller Eventbrite Inc., online gaming company Playdom Inc. (recently purchased by Walt Disney Co.) and help-desk software company Zendesk Inc.

All of the start-ups moved in within the last year. And many are now bursting at the seams as they grow more quickly than expected. “We’ve got a competition with Yammer to see who will outlast the other in this building and get the other’s space,” says Kevin Hartz, chief executive of Eventbrite, which has seen its staff grow from 25 last year to around 70 people now. “It’s a death match.”

The activity at 410 Townsend reflects Silicon Valley’s broader tech recovery. As demand for tech goods picks up, venture capital financing is ramping up and start-ups are recruiting new hires.

That has fueled the ferment in SoMA, a hip start-up neighborhood that is home to Twitter Inc. and others. The area’s office vacancy rate peaked in last year’s fourth quarter at 30.5% and has since eased to 28.2%, while average asking rents per square foot have risen to $28.57 from $27.69 late last year, according to real-estate firm Cornish & Carey Commercial.

Jeffrey Palmer, a partner at PMI Properties, says the firm deliberately sought tech tenants for 410 Townsend to cluster them together. Each of the 10,000-square-feet office suites in the four-story building have exposed brick walls, kitchens and state-of-the-art Internet connections.”

Read the full article here.

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Ning will make all users pay

Posted in Board Of Intellectual Capital, boic, Business models, Economy, FaceBook, Investments, LinkedIn, Market research, Social Networks, Strategy, Web 2.0, tagged , , , , , , , , , , , , , , , , on August 12, 2010| Leave a Comment »

Here is an article from SF Gate.

“Ning Inc., the social-networking site co-founded by venture capitalist Marc Andreessen, did what many young Web companies only dream of: It got customers weaned on free services to start paying.

Since telling users in April that it would stop offering the means to build and operate social networks for free, Ning’s paid user base tripled to 45,000, with memberships starting at $2.95 a month. The privately held Palo Alto company is adding paying subscribers at the rate of 5,000 a month, three times what it was before.

“A very large percentage of economic activity is shifting online, and it makes sense that there are more services that are going to charge,” said Andreessen, the co-founder of Netscape Communications Corp., who serves as Ning’s chairman. “It also means there are going to be more people willing to pay.”

Few are charging

Ning is one of the few social-media sites charging users, following a path cut by media and entertainment providers, which have experimented with fee-based services. Founded in 2004, the same year as Facebook Inc., Ning failed to turn a profit with its original strategy: offering most services for free and charging a monthly fee for extra features. Co-founder and Chief Executive Officer Gina Bianchini resigned in March, and 42 percent of the staff was laid off in April.

Social-networking tools on the Web are widely available for free. Facebook, which has more than 500 million users, is expected to generate at least $1.4 billion this year, mostly from the sale of ads, two people familiar with the matter said last month. Twitter, with more than 100 million users, began running ads on its site this year.

With a large population of Web users relying on Facebook for basic social services, like keeping track of close friends, there’s an opportunity for other sites to charge for more unique services, said Lou Kerner, a social-media analyst at Wedbush Securities Inc. in New York.

“Facebook has won the free social media race,” said Kerner. “What you’re seeing in the marketplace is folks who are trying to find out business models that are more niche-oriented.”

For Jive Software Inc., that niche is business. The startup, also based in Palo Alto, sells social-networking and online collaboration tools to corporations, including Nike Inc., Intel Corp. and Charles Schwab Corp. Jive’s services start at $100 per user per year, and many customers pay for at least 10,000 users to start.

“The use of social software in the consumer world has no doubt fueled the interest level” among business users, said Tony Zingale, Jive’s CEO. The company, which received a $30 million investment last month led by Kleiner Perkins Caufield & Byers, expects bookings of as much as $25 million in the last three months of the year, he said.

Paying subscribers are an attractive asset to venture capitalists, who are often asked for money from Internet startups planning to cash in on advertising.

“Ad-driven is a lazy model,” said Dave McClure, a startup adviser and venture capitalist in Silicon Valley. “If there is value, then there probably is a paid relationship that works there at some point,” he said.

Business networking site LinkedIn Corp. generates some revenue by selling professional services, like tools for finding and recruiting job candidates. Meetup Inc., a service for coordinating social events, charges organizers a fee.

The “freemium” model of charging a portion of users is nothing new. One of the earliest examples is PayPal Inc., founded in 1998, which made its payment service free to buyers of products and services so that many people would use it.

“You need free users to enhance the overall value for the product,” said David Sacks, one of the founders of PayPal, who now runs enterprise social-media startup Yammer.”

Read more here.

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Tony Fish member of Gerbsman Partners Board of Intellectual Capital and founder at AMF ventures to speak at Mobile 2.0 conference in San Francisco

Posted in Board Of Intellectual Capital, Gerbsman Partners, Marketing, tagged , , on August 10, 2010| Leave a Comment »

Please reserve the date as registration for Mobile 2 (Silicon Valley) in now is open.

Event : Mobile 2 Event

Style : Business/ strategy day & developer day

Date :  Monday 20th and Tuesday 21st September 2010

Venue :  San   Francisco

Timing :  Full day events

Registration :  Click here.

Discount :  Enter “Friends” code for 20% discount.

In its 5th year, MOBILE 2.0 Silicon Valley brings together experts and thought leaders from all aspects of the mobile ecosystem, including startups, investors, mobile carriers, device manufacturers, and mobile application developers and web technologists. The event is focused on new Mobile Applications and Services, Mobile Ecosystems, and Disruptive Mobile Innovation.

I will in SFO from Wednesday 15th to Wednesday 22nd and would be good to meet up.  I will be hosting again the fireside chat, this year with Russ McGuire, David Katz, James Parton and Fabio Sisini.

As usual Mobile 2.0 Silicon Valley is all about giving our audience the opportunity to learn, network and voice views. The Event does not talk at you — you are the Mobile Community and we strive to create an atmosphere that challenges your business assumptions and provides you with hands on understanding of mobile platforms.

Looking forward to seeing you at the event!

/ Tony Fish

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Android sits atop U.S. smart phone market for Q2

Posted in Board Of Intellectual Capital, tagged , , , on August 6, 2010| Leave a Comment »

Here is a good techarticle from SF Gate.

“If you’ve been following along, getting definitive smart phone market share numbers can be a little tricky so take this with a grain of salt.

According to the NPD Group, the Android operating system is now the top smart phone platform with 33 percent of the market in Q2. That puts it ahead of BlackBerry at 28 percent and the iPhone at 22 percent and represents the first time since 2007 that the BlackBerry wasn’t the top operating system in the U.S.

This comes just days after Nielsen said that BlackBerry remained on top with 33 percent of the market in Q2, ahead of Android’s 27 percent market share and the iPhone’s 23 percent. The Nielsen figures looked at the six months up through Q2 while NPD focused just on the quarter so that may explain the discrepancy.

But the overall picture is that Android is growing and fast. That it eclipsed the iPhone isn’t much of a surprise considering there are more than a dozen Android phones available on four carriers, compared to really just one iPhone model sold through AT&T.

But if the NPD numbers are true, Android’s rise and BlackBerry’s fall are more pronounced than I originally thought. I assumed that BlackBerry would enjoy an advantage for a little while longer but the threat from Android is very real.

This makes Research in Motion’s new BlackBerry Torch even more of a vital product for the company. RIM is not trying to hold on to its top spot, it’ll need the Torch to help regain it.

NPD’s Ross Rubin said the Torch and its new BlackBerry 6 operating system, won’t likely blunt the Android onslaught.”

Read more here. 

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