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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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Here is an interesting newsbit from SFgate.com

“Microsoft’s cell phone rebound begins today with the release of two new phones aimed at social networking fiends.

Kin One and Kin Two are Microsoft’s play for the generation of messaging users who are forever connected to friends through platforms like Facebook, MySpace and Twitter, what some call Generation Upload.

The two phones are now available online at www.verizonwireless.com and will be available for purchase in Verizon Wireless stores May 13. The Kin One will sell for $49.99 with a $100 rebate and 2-year contract while the Kin Two will sell for $99.99 with the same requirements.

I’ve been playing with the Kin One for half a day and it feels like a fresh approach to messaging phones that should complement, along with its bigger brother, Microsoft’s upcoming Windows phone 7 smart phones.

First some basics: The Kin One sports a 2.6-inch screen, a 5 megapixel camera, a portrait slide-out keyboard, a Tegra APX 2600 processor (like in the Zune HD) with GPS, Wi-Fi, an accelerometer and 4GB of storage. The Kin Two has a 3.4-inch screen, a horizontal slide-out keyboard, an 8 megapixel camera, the ability to run 720p video, 8GB of storage along with the same processor, Wi-Fi, GPS and accelerometer of its smaller sibling.

The home screen called Kin Loop is a stream of tiles representing updates from your friends and RSS feeds. Swipe to the right and you can jump to tiles of up to 51 of your favorite friends. To the left of the home screen is your list of apps.

Where things get interesting is the Kin Spot, a circle on the bottom of the screen that remains in almost every screen. When you come across an update, a web page, a picture or video you want to share or upload, you just do a long-press on it and then drag it to the Spot. Then you decide who you want to send it to. From your favorites list or contacts page, you can drag anyone into the Spot and then decide how they’ll receive it. You can e-mail it to them or text message them. Or you can broadcast out your update to your social networks.

Apps like Tweetdeck on the iPhone let you do some of this stuff but using the Spot is fun and it works across your entire phone.

Another innovative thing about the Kin devices is that almost everything you do is backed up to the Kin Studio, which can be accessed from any browser. You can see all your communications you’ve had over the past month, week or day and you can see all your pictures and videos (up to a minute long) you’ve captured. You can also arrange the layout of your Kin device from the Studio.

The Kin devices also have full HTML browser running a version of Internet Explorer with multi-touch for zooming. The media player is built off of Microsoft’s Zune media player, with all of its elegant swooshing menus. The phone has a dedicated search button for searches on your phone, general Bing searches and Bing searches near you. The e-mail client can handle the usual Google, Yahoo, Hotmail as well as Exchange support.”

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Here is some interresting news from Bloomberg.

“Silicon Valley companies looking to put their cash to work may drive a wave of mergers this year, bankers and venture capitalists say.

Companies are eager to make acquisitions because many of them have cut research budgets, says Robert Ackerman, founder and managing director of Allegis Capital in Palo Alto, California. That means they’re not as able to fall back on their own ingenuity to fuel growth. More businesses are relying on acquisitions to find their next new product or service, he says.

“The product cabinet is bare, but the market continues to move forward,” Ackerman said. “Wherever you see innovation sprint ahead, companies will have a product deficit, and will look to fill it.”

Google Inc., based in Mountain View, is currently one of California’s most acquisitive companies, buying at least five businesses in 2010. It agreed to buy Picnik Inc. last month, acquiring online photo-editing tools. Its purchase of DocVerse provided it with software that lets people share documents over the Internet. The value of the deals wasn’t disclosed.

The state’s largest single deal this year was Shiseido Co.’s purchase of San Francisco-based Bare Escentuals Inc. for about $1.7 billion.

California deal-making plummeted after 2007, when more than 2,670 transactions totaled almost $254 billion. So far this year, there have been about 530, worth $16.7 billion. That’s a higher number than in the first three months of 2009, although the value was greater in that year-ago period, at about $30 billion.

McAfee, Tibco

Local acquisition targets include Santa Clara’s McAfee Inc., Tibco Software Inc. in Palo Alto and Cupertino-based ArcSight Inc., according to Brent Thill, an analyst at UBS AG in San Francisco. McAfee and ArcSight both make programs that protect data, which could be more valuable as cyber threats mount. Tibco’s software helps programs of all kinds share information.

Goldman Sachs Group Inc. also cited San Francisco’s Salesforce.com Inc. and Palo Alto-based VMware Inc. as possibilities — though those companies aren’t the most likely targets, the firm says. Salesforce.com makes online customer- relationship software, while VMware sells so-called virtualization programs, which help computers run more than one operating system. Representatives from all the targets declined to comment or didn’t respond to messages.

Deal Volume

In Northern California, there were 45 deals involving venture-backed startups during the first three months of 2010, according to the National Venture Capital Association. That was the highest number in any quarter in at least five years.

More than 50 companies in California have at least $1 billion in cash and equivalents, which they could use for acquisitions. They’re led by a Bay area trio: San Francisco’s Wells Fargo & Co., with $68 billion; Cisco Systems Inc. in San Jose, with $39.6 billion; and Cupertino-based Apple Inc., with $24.8 billion, according to Bloomberg data.

“There’s a lot of cash on people’s balance sheets, so I think it’s a great time for startups,” said Kate Mitchell, managing director at Scale Venture Partners in Foster City, California. “They see that the faster, better, cheaper venture- backed companies are still growing, and they’re not spending on R&D, so they can be accretive.”

The value of deals in California topped out at $378.1 billion in 2000 during the Internet bubble, when there were more than 2,200 transactions. It took five years for the number of deals to surpass that earlier peak, and the dollar amount has never come close to recapturing the dot-com era’s glory.

Internet Bust

While the latest recession was the worst economic slump since the Great Depression, it actually wasn’t as devastating to California deal-making as the dot-com collapse. After having easy access to venture money and initial public offerings in the late-1990s and 2000, money dried up. The M&A industry hit bottom in 2002, when just 1,505 transactions accounted for $95.3 billion.

The deals crept back up over the next four years, peaking again in 2006 and early 2007. There were 665 in the first quarter of 2007, valued at $59.8 billion. That’s more than three times the number reported last quarter.

Tor Braham, head of technology mergers and acquisitions for Deutsche Bank AG in San Francisco, says mergers are ready to surge again for two reasons.

Pressure’s On?

“Private-equity funds have raised a lot of money before the financial crisis and there’s pressure on them to spend it before those commitments expire,” he said. Also: “Sellers want to get their deals done this year, before the expected increase in capital gains tax rate.”

Private-equity firms raised $538 billion in 2006 and $587 billion in 2007, just before the recession, according to the Private Equity Council in Washington. Capital-gains taxes, meanwhile, could rise above 20 percent for people earning more than $250,000 under budget proposals before Congress.

In the first quarter, Deutsche Bank advised Techwell Inc. in its $370 million takeover by Intersil Corp. The bank also worked with Nimsoft Inc. in its $350 million acquisition by CA Inc., and Francisco Partners on its sale of Numonyx BV to Micron Technology Inc. for about $1.3 billion.”

Read the full article here.

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Here is an article from SF Chronicle´s tech section worth reading.

“Intel Corp. and 24 venture capital firms will invest $3.5 billion in U.S. technology startups over the next two years, as part of a broad initiative to boost the nation’s competitiveness and create jobs.

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Here is a good article from SF Chronicle that sheds some light on Apple and its renewed strategy on Mobile devices. With its launch of iPad, as well as the consious sidestepping from flash, a new and clear focus on iTunes and Appstore becomes much clearer – the focus on being the entertainment and content provider of consumer entertainment, and controlling the accesspoints secures large revenues from the convert. The larger question is if there are new areas previously untapped in this strategy that represent next level. With clear focus on casual consumption, everyday content and easy access, I have problem seeing next product line within this strategy.

– Patric

“Apple’s recent unveiling of the iPad was primarily a product announcement aimed at priming the pump for consumers, developers and content owners.

But for the notoriously secretive company, the iPad event provided observers with a glimpse of the company’s growing ambitions and strategies.

By trumpeting its own chipset for the iPad, passing on Adobe Flash software and putting even more emphasis on its iTunes system, Apple appears intent on tightening its command over the user experience and delivering a distinct vision of mobile computing, Internet connectivity and media consumption.

But perhaps the most obvious upshot of the latest unveiling was Apple’s continued recognition that its future, unlike its origin, is tied to mobile devices. Three years after dropping the word “computer” from its name, Apple’s CEO Steve Jobs said the company’s annual revenue of $50 billion from iPhones, iPods and MacBook laptops make it the largest maker of mobile devices in the world.

“Apple is a mobile devices company – that’s what we do,” said Jobs, during the iPad event.

Tim Bajarin, president of technology consultancy Creative Strategies, said Apple recognizes that the computing landscape is expanding to a model in which everyone carries around an Internet device. With the iPad, Apple is seeking to shape and stay ahead of that future.

“Apple’s role is to bring digital technology to the masses,” said Bajarin. “They don’t believe it’s restricted to a desktop or a phone – it should come in all types of devices.”

While the iPad represents a new hardware market, some observers see the device as expanding Apple’s business in services and content delivery.

“In 10 years, Apple will be just as much of a services and a software play as a device manufacturer,” said J. Gerry Purdy, an analyst with MobileTrax, a mobile research firm. “I think that gives them a tremendous playing field opportunity.”

Making chips itself

Apple’s introduction of its own chipset for the iPad – called the A4 – suggests that the Cupertino company is even more focused on the marriage between its hardware and software, eschewing third-party chips that are used by most rivals.

Nathan Brookwood, an analyst with Insight 64, questioned whether Apple’s chipset will outperform rival technology from Nvidia or Qualcomm. But he said the approach can result in some savings if it’s applied on a significant scale. And it allows the company to be less dependent on outside suppliers.

But perhaps most importantly, it gives Apple a way to tune its chips to fit the exact needs of its devices and software, allowing the company to achieve better performance and battery life.

“Apple’s gone from buying something off the rack to buying something where they have the pieces and they can tailor it themselves to their unique body shape,” Brookwood said.

Brookwood said he expects to see more of the A4 chipset if the iPad proves successful.

Apple’s iPad announcement also revealed a deeper antipathy toward Adobe Flash, the ubiquitous browser plug-in that enables most of the video and animations you see on the Web.

At the press event, Jobs avoided any mention of Flash, even when selling the iPad as delivering the Internet in your hand. And at a company staff meeting a few days later, Jobs reportedly called Adobe’s browser plug-in “buggy” and said the world will be moving to HTML5, a new Web language that will eliminate the need for Flash in many instances.

Tech pundits said Apple’s crusade against Flash appears to be philosophical, practical and political. The opposition might be a way to steer consumers to Apple’s iTunes and App Store, where they can find video content and applications that replicate the Flash content, often at a price.

“Apple’s position is they want to move things off the Web to the (iTunes) App Store,” said David Wadhwani, vice president and general manager of Adobe’s platform business. “Our position is we will support both models and let the consumer choose.”

Flash the next floppy disk?

Apple also appears reluctant to allow San Jose’s Adobe access to its iPhone operating system, especially when its Flash software is the cause of most of its crashes on the Mac, a claim Jobs reportedly made at his staff meeting. By advocating HTML5, Jobs could be attempting to help precipitate the decline of Flash, something he also predicted with floppy disk drives and more recently optical drives, wrote Farhad Manjoo, a technology columnist for online magazine Slate.

“Jobs could be betting that the same thing will happen with Flash,” Manjoo said. “There will be a lot of whining in the short run, but in time, we’ll all forget we ever wanted it and keep buying iPads.”

With Apple’s decision to go with the iPhone operating system, instead of Mac OS X or a hybrid, the company seems even more intent on using it as a major platform for mobile development. Apple has outpaced rivals in the mobile application market with more than 140,000 apps, but it has faced increasing competition from Google’s Android, which is also being pitched as a tablet operating system.”

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