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Update to the Bidding Process – Procedures for the sale of certain assets of InnerPulse, Inc.

Further to Gerbsman Partners e-mail of February 23, 2011 and February 14, 2011 regarding the sale of certain assets of InnerPulse, Inc., I attach the legal documents and wire transfer information that we will be requesting of bidders for certain assets of InnerPulse, 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 InnerPulse, Inc. will be sold on an “as is, where is” basis.  I would also encourage all interested parties to have their counsel speak with Fred D. Hutchison, Esq., counsel to InnerPulse, Inc.

The refundable deposit/wire transfer, will be held in the trust account at Hutchison Law Group and will be refunded back to interested parties that are not chosen as the winning bidder.

For additional information please contact Fred D. Hutchison Esq., of Hutchison Law Group, counsel to InnerPulse, Inc.  He can be reached at 919 829 4300  and/or   fhutchison@hutchlaw.com

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.

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 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:

Fred D. Hutchison, Esq.
(919) 829-4300
fhutchison@hutchlaw.com

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

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

Jim Skelton
(949) 466-7303
jim@gerbsmanpartners.com

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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 NY Times.

“The DVR rocked the world of television by letting viewers skip commercials and build their own home viewing schedules. Now a handful of Web services and applications are starting to do much the same thing to online publishers.

These tools make it easier for people to read Web articles how, when and where they want, often dispensing with publishers’ carefully arranged layouts and advertisements.

One popular tool, Readability, strips articles to the bare minimum of text and photographs with a single click. But now, Readability wants to give something back to publishers.

On Tuesday, the developers behind the tool will unveil a service that requires a subscription fee of at least $5 a month. The service, also called Readability, plans to distribute 70 percent of that fee to the news outlets and blogs that each subscriber is reading.

For example, if a subscriber is a regular visitor to the gadget blog Gizmodo and the women’s news site The Hairpin over the course of a month, Readability will calculate what percentage of her payment should go to each site and send them checks.

“We were never about stripping ads or being an ad blocker,” said Richard Ziade, who created the original Readability tool as well as the second-generation version. Instead, he said, his team has been wondering: “Can we come up with a mechanism to make the experience of reading on the Web better, but also support content creators and publishers?”

Readability is one of many services experimenting with the future of reading. A wave of applications, including Pulse, Flipboard and My Taptu, are responding to changes in how people prefer to read on the Web, putting articles and blog posts into cleaner or more attractive visual displays.

Nate Weiner, founder of Read It Later, a Web and mobile service that saves articles to be read offline, said there was a larger shift under way, one that mirrors the move to digital from print. Instead of thumbing through the newspaper over breakfast, he said, people like to read articles from many sources on their commutes or in the evening, often using mobile devices.

“People don’t really want to have to be confined to a specific place, time, site or device to read content,” Mr. Weiner said.

Mr. Weiner recently analyzed data from his service, which has three million users, and found that those who owned an iPhone or iPad preferred to save articles for a personalized prime time. IPad reading, in particular, peaks from 8 to 10 p.m.

The glut of updates flowing across the average person’s computer and mobile screens throughout the day, either through social networks or links e-mailed by friends, is also driving the trend.

“If you’re a modern worker, you’re constantly being bombarded with information that you want to read, but that environment is not always the appropriate or best time to read that information,” said Joshua Benton, director of the Nieman Journalism Lab, which is affiliated with Harvard.

Mr. Ziade of Readability acknowledged that there were still many things to be ironed out with the new service, including how often to distribute payments and what happens if publishers refuse to accept the collected money.

The company plans to pay them “regardless of their participation,” he said. Should a site refuse the money, the company is considering options like contributing it to a charity or literacy organization.

Mr. Ziade, who is a partner at a consulting company in Manhattan called Arc90, developed Readability as a pet project in March 2009 and released it online for others to use free of charge; the code is available under an open-source license.

Since then Readability has gained traction among users — and among hardware and software makers. Apple now builds it into its Safari browser, Amazon uses it in the Kindle, and it is built into several mobile applications, including Flipboard, Pulse and Reeder. Mr. Ziade said it was difficult to track how many people were using the tool, but thousands of people visit the Readability home page each day.

Though the original Readability tool will remain free, Mr. Ziade hopes to capture a willing audience by simplifying the so-called micropayment model, which has been much discussed but is tricky to execute.

“Asking someone to pay 45 cents to read an article may not be a big deal, but no one wants to deal with that transaction,” he said. Marco Arment, an adviser to Readability and the creator of Instapaper, a service for saving and reading online articles, made a version of his Instapaper app that will essentially be Readability’s mobile component. Mr. Arment said he thought the most likely customers for Readability’s pay service were “online power readers.”

“It’ll be the types who buy print magazines even though the same articles are online for free, just because they want to support the publication,” he said.

“On the Web, it’s not that people aren’t willing to pay small amounts for things; it’s that there is no easy way to pay,” he added. “If a service like Readability comes along and makes it easy, I think people will be willing to pay.”

Services that put Web articles into new contexts for the convenience of readers have ruffled feathers before. Last June, lawyers for The New York Times Company objected to Pulse, an iPad application that collects and presents articles from many Web sites, in part because of the way it displayed Times articles.

A Times Company spokeswoman, Kristin Mason, said Monday that “as the number of apps in the news space continues to grow, we are monitoring and working closely with many of the developers to discuss any concerns we have.”

But Mr. Ziade said he had not heard a single negative reaction during the several dozen meetings he has had with publishers about his new service. He declined to name the publishers.

Mr. Benton of the Nieman Journalism Lab said that the interest in these services was driving “an increasing realization among publishers that not all customers are created equal, and some will pay for different experiences without advertisements.”

Jacob Weisberg, the editor in chief of the Slate Group, the online publisher owned by the Washington Post Company, said Slate had not talked to Readability but would “be happy to cash their checks.” Mr. Weisberg added that “if the numbers became meaningful, we’d of course want to negotiate” a deal.

Slate has added an Instapaper save-for-later button to its iPad application. Mr. Weisberg said this required a reader to load the original page before saving it.

“We’re still getting the page views and the ad impressions,” he said. “But certainly over time, as these services develop and start making money, it’s only reasonable they share that money with publishers whose content they’re piggybacking on.”

Read the original post here.

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Thank You!

To our Clients, Advisors, Business Partners, and Gerbsman Partners Board of Intellectual Capital. Our commitment is, and always will be, to continue to Earn and Maintain your Trust, Confidence, and Support.

As we begin the next 30 years, we do so with the objectives of:

  • Maintaining the high standards of Performance, Leadership, Ethics & Integrity
  • Continuing to “earn the right” to do business
  • Respect for all parties that we deal with
  • Hope for the future

May you and your family have a happy, healthy and safe 2011

Best regards,

Steve Gerbsman

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Article from SFGate.

“In the company’s most revealing disclosure of its financial plans to date, Facebook Inc. said Friday that it has raised $1.5 billion in investments and planned to start reporting its finances publicly by April 2012.

The Palo Alto social networking powerhouse remains private, but a news release issued 15 minutes after the close of the stock markets signals that Facebook is moving closer to an initial public offering.

Facebook officials had previously remained mum on published reports that surfaced as the new year dawned about a deal that would bring a $450 million investment from New York’s Goldman Sachs Group Inc. and an additional $50 million from Digital Sky Technologies Inc. of Russia.

But the news release was Facebook’s first public statement on those reports, and it confirmed the investments were based on a company valuation of $50 billion.

Facebook also said it had the option to accept between $375 million and $1.5 billion from Goldman Sachs, which planned to raise that money by selling shares of a special Facebook fund to select clients.”

Read more here

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