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Archive for the ‘Distressed Intellectual Property’ Category

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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Date Certain M&A of Teranode Corporation – its Assets and Intellectual Property

Posted in Board Of Intellectual Capital, Distressed Intellectual Property, Distressed IP, Gerbsman Partners, Investments, Technology, Venture Capital, tagged , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , on June 1, 2010| Leave a Comment »

Sale of Teranode Corporation

Gerbsman Partners has been retained by Teranode Corporation to solicit interest for the acquisition of all, or substantially all, of Teranode’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Teranode Assets”).

The sale is being conducted with cooperation of Teranode. Teranode and its employees will be available to assist the purchasers with due diligence and assist with a prompt and efficient transition.

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 Teranode’s Assets has been supplied by Teranode Corporation. 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 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.

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 Teranode Corporation’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Teranode Corporation’s 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 or behalf of Teranode Corporation and Gerbsman Partners. Without limiting the generality of the foregoing, Teranode Corporation and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Teranode Corporation 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.

Background

Teranode Corporation (“Teranode” or the “Company”) is an innovative provider of business intelligence and lab automation solutions for the Life Science markets. Founded in 2002, the Company evolved from a team of scientists and professors from the University of Washington. Teranode has produced two award winning software platforms, Fuel and XDA. The Teranode proprietary technology can also be applied to any R&D business intelligence market, including agribusiness, healthcare research, legal research, market research, etc.

Teranode is a privately held, venture capital backed company. Over $12 million has been invested to date from Ignition Partners, Trident Capital, Black-River Asset Management and WRF Capital.

Teranode presently employs 10 full-time employees and its product development is based in Seattle, WA with field consultants in the Boston, MA area.

Teranode’s Fuel platform supports next-generation, distributed business intelligence optimized for life sciences R&D pipeline management.

Teranode’s XDA platform has automated chemistry and biology labs at some of the world’s largest research companies and institutes.

Teranode Corporation’s assets are attractive for a number of reasons:

• Teranode has over $12M invested in product and business development, from major venture investors Ignition Partners, Trident Capital, Black-River Asset Management, and WRF Capital.

• Teranode revenue

Year Revenue
2007 $1.7M
2008 $1.8M
2009 $1.9M
2010 (est) $2.3M

• 20-year, transferrable technology copyright agreement with University of Washington, from 2003-2023

• US patent 7,010,760 awarded in 2006: Batch-based method and tool for graphical manipulation of workflows; Trademarks for XDA, Fuel, Teranode.

• Teranode XDA includes a blue-chip customer base of leading pharmaceutical, biotechnology, research, and academic organizations, including Pfizer, GSK, AstraZeneca, MIT, St. Jude, Fred Hutchinson CRC, Calibrant, Tethys, Nastech, Novartis, CSBI

• Teranode’s new Fuel platform has a growing customer base as opportunities are mined within the pharmaceutical and biotechnology industry in partnership with Oracle, Spotfire and Microsoft, along with a pipeline of additional opportunities :

Business Area Engagement
Target Validation – Monsanto, Genstruct
Biologics Development – Boehringer Ingelhiem, Biogen-Idec
Small Molecule Development – Boehringer Ingelhiem, Novartis
Pipeline Decision Support – Monsanto, Pfizer
Clinical Trials Management – BMS
Adverse Event Reporting & Surveillance- Pfizer

• Together Fuel and XDA provide a complete R&D automation and business intelligence platform, optimized for easy customer installation onsite, or hosted as a SaaS offering by a major vendor seeking to expand and accelerate its solutions and solutions-building capabilities in the life sciences and related R&D markets

• The Company is a leading innovator in the emerging semantic technology field: – “Teranode is at the forefront of bringing semantics-based business intelligence solutions to R&D organizations.” – VP, Biotherapeutics Division, Large Multinational Pharmaceutical

Teranode Software and Intellectual Property Assets

Teranode has developed a portfolio of assets critical to Product and Process Development, including:

· Patents
· Platform and Application Software Products
· Product and solution designs and prototypes
· Software and control algorithms
· Automated software configuration & testing process & framework
· A closed loop development, documentation, QA process management system for global software development
· Intellectual capital and expertise
· Trademarks
· Domain names

A summary of the Fuel and XDA product technology development to date is as follows

· >1500 business requirements and automated test cases
· >1 Million lines of Java, C#, Javascript, and PL/SQL code, SOA Architecture
· >75 person-years of development (currently 5 person team)
· 3 full releases of XDA, 3 full releases of Fuel Platform and Applications Modules
· 5 Complete XDA Application Modules (XDA Protocol Modeler, Protocol Player, Biological Modeler, TMS Server, SDK)
· 7 Complete Fuel Application Modules (Ontology Browser, Document Autotagger, Dataset Definition tool, View Definition tool, Fuel Application Server, Fuel Sharepoint Template Library, Fuel SDK)
· 4 XDA and 2 Fuel Application Suites Configured – XDA Chemistry Synthesis, Chemistry Purification, High-Content Screening, RNAi Automation; Fuel Antibody Biologics Research, Genetics Trait Analysis
· > 50 Integrations (including MS Sharepoint, Oracle 10 and 11G, MS SQLServer, Spotfire tools and analytic wofklow server, various laboratory instrument and robotic platforms, chemistry structure visualization, chemistry and biologics registries, ontologies including NCI, GO, MeSH, SNOMED; pathway model formats including SBML, KEGG, MATLAB; etc.)
· Thousands of tasks completed in the development project plans
· Completely traceable documented development methodology

Patent

• United States Patent 7,010,760 – Arnstein , et al. March 7, 2006
Batch-based method and tool for graphical manipulation of workflows: An autofill algorithm provides tools for defining and automatically executing batch based procedures in an adaptive hierarchical workflow environment, and may be suitable for a large variety of applications including laboratory procedure planning, execution, documentation, as wells ad driving robotic apparatus.

Key Personnel

Joseph Duncan, Chairman and CEO
Mr. Duncan is a co-founder of Teranode. Prior to Teranode, he was CIO and VP Technology at Critical Path, a SaaS email provider to corporations and internet services companies. In 1999, Critical Path was voted the fastest growing, best managed technology company in the world by Forbes.com, a year in which Critical Path grew from 700,000 to over 33,000,000 active hosted email accounts. From 1993-1997, Joseph Duncan was Sr. Vice President at Oracle Corporation, where he was instrumental in engineering a turnaround of Oracle’s enterprise developer tools, and introduced the JDeveloper Suite to Oracle, which has become its primary database tools offering. Before Oracle, he ran the Paradox product development organization at Borland International. In 1993, Paradox for Windows achieved 40% share of the global PC database market, and won 20 product-of-the-year awards from industry publications. Prior to that, Mr. Duncan was a Director in the Advanced Products Division of Lotus Corporation, when Lotus was the world’s largest software company.

Neil Fanger, Ph.D., Chief Business Officer
As a Teranode co-founder, Dr. Fanger brings valuable leadership, management and partnering experience. Dr. Fanger has over 15 years experience in the life science industry, both in R&D and business development. He was most recently Professional Staff at the University of Washington, where he bridged biological research with computer science and mathematics. His previous industry experience includes developing new technologies, identifying drug targets, and designing therapeutics for clinical trial evaluation at Corixa and Immunex.

Chris McClure, Vice President – Professional Services
Mr. McClure works directly with customers to ensure Teranode products are aligned with the needs of the life sciences industry. He is responsible for managing a team of engineers and project managers to expand business and drive successful projects to completion. His previous experience includes Consulting Services Manager for IDBS leading the New England Region, and Drug Discovery as a Biochemist at AstraZeneca, Enanta and Mitotix. Mr. McClure has been a member of the Teranode team for more than 5 years.
Michael Kellen, Ph.D., Director of Product Development
Mr. Kellen is responsible for directing Teranode’s enterprise software development team. He has over 10 years experience developing software for both corporate and academic organizations in the life sciences. Mr. Kellen has been with Teranode since its inception in 2002 and played a vital role in building Teranode’s award winning Protocol and Biological Modeler applications. He holds a doctorate in computational biology from the University of Washington.

The Bidding Process for Interested Buyers

The Bidding Process for interested buyers Interested and qualified parties will be required 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 Teranode Corporation’s 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 Teranode Corporation’s Assets. A sealed bid must be submitted so that it is actually received by Gerbsman Partners no later than Wednesday June 23, 2010 at 3 p.m. Pacific Daylight Time (the “Bid Deadline”) at Teranode Corporation’s office, located at 411 First Avenue S, Suite 700, Seattle WA 98104 . Please also send an email to steve@gerbsmanpartner.com with your bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached fixed asset list may not be complete and Bidders interested in any fixed assets must submit a separate bid for such assets, be specific as to the assets and any sale of the fixed assets or Intellectual Property of Teranode Corporation.

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 Teranode Corporation). The deposit should be wired to Teranode’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 Company’s counsel. Unsuccessful bidders will have their deposit returned to them within three business days of notification that they are an unsuccessful bidder . Teranode Corporation 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.

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

For additional information, please do not contact the company directly, please contact:

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

Kenneth Hardesty
408 591-7528
ken@gerbsmanpartners.com

Merle McCreery
303 929-7628
mmgolf100@msn.com

Dennis Sholl
415 457-9596
dennis@gerbsmanpartners.com

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E.U. challenge to Oracle/Sun deal a bad omen for M&A

Posted in Board Of Intellectual Capital, Business models, Distressed Intellectual Property, Economy, Gerbsman Partners, Intellectual capital, Investments, Java, Strategy, Sun Microsystems, Technology, tagged , , , , , , on November 10, 2009| Leave a Comment »

We all know that mergers are not easy. Here is some news in regards to the Oracle/ Sun merger from Daily Finance.

“As expected, the E.U. raised objections to the Oracle (ORCL) buyout of Sun (JAVA) at about the same time that the Department of Justice approved the deal. The E.U.’s objection is based on the large market share that the two tech companies would have in the MySQL software business.

European authorities have been deviling American companies for years. In 2001 they killed the GE (GE) deal to purchase Honeywell (HON), which would have been the crowning achievement of Jack Welch’s tenure at the world’s largest conglomerate. The E.U. has troubled Microsoft (MSFT) and Intel (INTC) over antitrust concerns, and now it has brought up similar issues with Oracle’s plans.

The aggressive stance of the Europeans could threaten other deals in the works, starting with the planned joint venture in the search industry betweenYahoo! (YHOO) and Microsoft. Action on the merger could bring Google’s (GOOG) huge market share in the search industry under scrutiny. Even the Kraft (KFT) deal with Cadbury might be aggressively reviewed — if it ever happens. That transaction would give Kraft a huge portion of the gum and chocolate businesses in Europe.”

Read the full article here.

 

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DATE CERTAIN M&A OF ASSETS OF OMNISONICS MEDICAL TECHNOLOGIES, INC.

Posted in Board Of Intellectual Capital, Distressed Intellectual Property, Distressed IP, Gerbsman Partners, Investments, Life Science, Technology, Venture Capital, tagged , , , , , , , , , , , , , , on October 9, 2009| Leave a Comment »

SALE OF ASSETS OF OMNISONICS MEDICAL TECHNOLOGIES, INC.

INTRODUCTION
Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Emigrant Bank (“Emigrant”) to solicit interest for the acquisition of all, or substantially all, assets of OmniSonics Medical Technologies, Inc. (“OmniSonics”).  OmniSonics was a leader in commercializing technology that uses ultrasound technology to break up blood clots. A copy of the proposed purchase agreement is attached as Exhibit A, as well as a confidential information memorandum and related documents.  A Purchaser who wishes to participate in the auction must submit a sealed bid which is actually received by Emigrant no later than Friday, November 6, 2009 (the “Bid Deadline”).

The assets of OmniSonics are attractive for a number of reasons:

· FDA approved product indicated for the removal of thrombus in the peripheral vasculature and the infusion of physician specified fluids.
· Intellectual Property: a comprehensive patent estate which includes 20 issued patents and 16 pending patent applications in the U.S., as well as 6 issued patents and 13 pending patent applications outside of the U.S. Many of the key patents which cover apparatus, methods and uses do not expire until 2022.  A list of the intellectual property is attached as Exhibit B.
· Preliminary Prospective, Registry Patient Data Set for removal of thrombus in patients with Deep Vein Thrombosis (DVT) Sonic I.
· Preliminary Prospective, Registry Patient Data Set for removal of thrombus in patients with Acute Limb Ischemia) Sonic II.
· Manufacturing, Design and Calibration Equipment.
· Relationships with Third Party Manufacturers that can assist with the production of saleable product.

OmniSonics  Company Profile

Founded in 1999, OmniSonics was a private, Wilmington, MA-based revenue stage medical device company. Over the past 10 years, OmniSonics raised approximately $100MM in equity and debt from leading venture capital firms including GE Asset Management, Nomura Phase4 Ventures, Domain Associates, H&Q Asset Management and Canaan Partners.

Bankruptcy Case. On March 23, 2009, OmniSonics filed a chapter 7 bankruptcy case in the United States Bankruptcy Court for the District of Massachusetts.  John J. Aquino is Trustee. Emigrant’s affiliate, Life Sciences Capital, LLC, was a prepetition lender to OmniSonics and Emigrant has entered into a transaction with the Trustee to purchase substantially all of the assets of OmniSonics, including its intellectual property. Emigrant has retained Gerbsman Partners to conduct a sale of these assets.  Some of the former employees of OmniSonics may be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, former employees or officers of OmniSonics and the Trustee should not be contacted directly without the prior consent of Gerbsman Partners.

Assets Being Sold. The assets which are being sold consist of substantially all of the intellectual property of OmniSonics including issued patents and trademarks, related records, patent applications, and certain equipment.   These are referred to as the “Assets.”

IMPORTANT LEGAL NOTICE

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

The information contained in this memorandum relating to the Assets has been supplied by former executive officers of OmniSonics and the Trustee. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Prospective purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection with the proposed sale, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties must satisfy themselves through independent investigations and due diligence as they see fit.

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 with the proposed sale and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of OmniSonics’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the OmniSonics 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 OmniSonics, Gerbsman Partners, Emigrant or the Trustee. Without limiting the generality of the foregoing, the foregoing parties and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the 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.

Please refer in the Confidential Information Memorandum to the section on Legal Considerations for further information about these matters, and the section on Bidding Procedures for information about bidding procedures.


BIDDING PROCEDURES

1. Each person or entity who is or may be interested in bidding for and purchasing all or some of the Assets shall be referred to as “Purchaser.” Each Purchaser who executes the Confidentiality Agreement may request access to former personnel of OmniSonics who may be made available and access to the “Data Room” which includes various documents (the “Diligence Access”).  Any Purchaser seeking access to OmniSonics personnel or who wishes to request additional information should contact Gerbsman Partners.  Each Purchaser who executes the Confidentiality Agreement and obtains the Diligence Access (whether or not such Purchaser has obtained all or some portion of the personnel and access materials) shall be deemed to acknowledge and represent:  (a) that it is bound by the bidding procedures described herein; (b) that it has had an opportunity to inspect and examine the Assets and to review pertinent documents and information with respect thereto; (c) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners or Emigrant; and (d) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners and Emigrant do not make any representations as to the accuracy or completeness of the same.

2. A Purchaser who wishes to participate in the auction must submit a sealed bid, which is to be received by Emigrant no later than Friday, November 6, 2009 (the “Bid Deadline”), to Karen Wold, Emigrant Bank, 6 East 43rd Street, 20th Floor, New York, New York 10017 and e-mailed to:  Woldk@emigrant.com and steve@gerbsmanpartners.com.  The bid shall contain:  (a) a list or identification of the Assets such Purchaser wishes to purchase; (b) the amount of the bid; (c) any proposed changes to the Purchase Agreement and all exhibits and schedules, with redline to show all such changes and (d) any other information that Purchaser deems relevant.  All bids must be accompanied by a refundable deposit check in the amount of $50,000 (payable to Emigrant).

In addition:

(a) Bids may be made for all or any portion of the Assets.

(b) Any Purchaser making a bid must be prepared to provide independent confirmation that it possesses the financial resources to complete the purchase.

(c) Emigrant reserves the right to, in its sole discretion, extend the Bid Deadline, accept or reject any bid, or withdraw any or all Assets from the sale.

(d) Emigrant shall determine the highest and best bid and may contact Purchasers regarding their bids prior to the final determination.  The winning bidder will be notified as soon as possible after the Bid Deadline. Unsuccessful bidders will have their deposits returned to them.

(e) A successful Purchaser with regard to some or all of the Assets will be required to increase its deposit to $200,000 within 24 hours of being notified it is a successful Purchaser and be prepared to close within seven (7) days of being notified that its bid has been accepted. All sales, transfer, and recording taxes, stamp taxes, if any, relating to the sale of the Assets shall be the sole responsibility of the successful bidder and shall be paid to Emigrant at the closing of each transaction.  If the successful bidder fails to close, Emigrant may retain the deposit, exercise any remedies under applicable law and subsequently sell to another party.

(f) Any Purchaser who bids shall have no remedy against Emigrant or Gerbsman Partners or any other person except for the return of its deposit; provided, that, any Purchaser who enters into an Asset Purchase Agreement shall have all remedies under such Agreement and under applicable law.

(g) Copies of all bids should be sent by e-mail to steve@gerbsmanpartners.com

CONTACTS

For additional information, please do not contact OmniSonics or the Trustee directly; instead please contact:

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

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

Other covering this topic include: Xconomy, Taragana.

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Sequoia Communications shutting down

Posted in Board Of Intellectual Capital, Distressed Intellectual Property, Distressed IP, Gerbsman Partners, Market research, Mobile, Technology, Venture Capital, tagged , , , , , , on August 21, 2009| Leave a Comment »

Here is an excellent article from the VC dispatch at Wall Street Journal.

“Though demand for mobile phones is at an all-time high, Sequoia Communications Inc., a developer of components for the devices, has found itself unable to raise additional venture capital and is closing its doors, according to an investor.

The San Diego company had raised about $64 million from nine venture firms over several rounds beginning in 2001, VentureWire records show.

Luis Arzubi, a general partner with Tallwood Venture Capital, which participated in three funding rounds for Sequoia, said the company felt the pinch from the world’s economic slowdown, competition from name-brand tech companies and the difficulty of keeping the company’s components in compliance with the rules and protocols of numerous overseas markets.

“The company was running behind its original schedule,” Arzubi said. “Venture capitalists are very cautious, and afraid of throwing good money after bad.”

The company developed a transceiver for mobile phones that worked well, he said, and had signed up customers. Sequoia was about a year away from breaking even when investors pulled the plug, he said.

Transceivers are one of many electronic components that enable wireless communication. They are capable of tuning in, modulating and broadcasting standard cell signals. Transceivers also exist in other electronics and are used to pick up and broadcast other types of signals.

Semiconductor giants such as Qualcomm Inc. and Infineon Technologies AG also build transceivers, and they have more resources to bring to bear on the process, Arzubi said. They also have a diversified line of products, which Sequoia did not.”

Read the fulla article here.

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