A Blog from Gerbsman Partners Board of Intellectual Capital on “Maximizing Enterprise Value” for technology, life science, medical device and cleantech companies and their Intellectual Property
As we go through life, we have many acquaintances, but few real friends. Jerry was one of the few people I can call “friend” and more important “brother”.
The lives of our families have overlapped since 1971 and although we have been in CA since 1978, its like we were always next door.
There are no words to say, other than remember the good times and who Jerry was. A kind, generous, considerate, tough at times, supporting loving husband and family man. Each time we spoke we always discussed the kids and grandkids and what was happening. It was always about “family and friendship”, even though we both had tough demeaners.
The two best weddings Marlene and I have ever been to was Greg’s and Jason/Lauren’s. It was about family.
Nothing else to say other than I will always have my Brother in my heart and soul.
A toast “to the memory of one who once was – as dear friend and brother and to the knowledge he will be in my heart and soul forever”.
With respect and with love
“Hear, O Israel, the Lord is our God, the Lord is One.” “Blessed be the name of His glorious kingdom for ever and ever,”
Legendary actor John Wayne in a clip from 1970 on the TV variety show he hosted celebrating America’s history. What a classic video from 50 years ago featuring many famous actors and actresses singing God Bless America including Ann Margaret, Lucille Ball, Jack Benny, George Burns, Johnny Cash, Roy Clark, Bing Crosby, Phyllis Diller, Lorne Greene, Bob Hope, Forrest Lewis, Dean Martin, William Shatner, Tom Smothers, and many more.
You might also like to see the latest music video of God Bless The U.S.A performed by Lee Greenwood, Home Free, and The Singing Sergeants.
God Bless The U.S.A
https://www.youtube-nocookie.com/embed/gs0fxy8rHo8?rel=0&iv_load_policy=3 “God Bless The USA” performed by Lee Greenwood, Home Free, and The Singing Sergeants in this wonderful music video. This talented group of singers never fails to deliver a performance that’s enjoyable to listen to. The music video was released just in time for the Fourth of July to celebrate America. “God Bless The USA” by Lee Greenwood has been a hit in America ever since it was released in 1984.
The horrors of war remain at the front of Henry Kissinger’s mind as he surveys the world shortly after his 100th birthday.In one of his longest television interviews of recent times, Kissinger told Bloomberg News Editor-in-Chief John Micklethwait that few modern politicians have any experience of conflict and that can cloud their judgment.“Leaders who have not had an experience of catastrophe or the edge of catastrophe sometimes believe that they have more options than they really do,” he said. “That is characteristic of our time.”Kissinger also spoke about the prospects for Vladimir Putin’s survival, Britain’s post-Brexit future and Germany’s role in Europe. He gave a rare insight into his personal feelings as he talked about about how witnessing Nazi concentration camps shaped him as a young man. And he spoke at length about the Vietnam War. (Click here to see the full interview)But his starkest warning was over the prospect of a war between the US and China over Taiwan.“On the current trajectory of relations, I think some military conflict is probable,” Kissinger said. The remarks, delivered by the former secretary of state as he looked back on his life and career, were some of his most downbeat yet on the tensions between the world’s dominant and competing economies.Still, he said, “the current trajectory of relations must be altered.” He noted that diplomacy is returning, with his latest successor, Antony Blinken, bound to visit Beijing in the coming days. He will be the highest-level US official to visit in five years. It’s now up to both sides to step back from “the top of a precipice,” Kissinger said.The author of numerous books including “On China,” written a year before President Xi Jinping took power, is closely watched for his views on Asian geopolitics because his secret trip to China in 1971 laid the groundwork for the historic normalization of US-China ties.All these years later, he said he’s still undecided about the outcome of the strains between the US and China, given that “they have not yet actually engaged in the sort of dialogues that I’ve suggested.”But the one thing he said he knows for sure is that wars between two superpowers cannot be won. Or as he put it, they are “winnable only at costs that are out of proportion.” — Nick Wadhams
WATCH: Kissinger speaks about the dangers of conflict over Taiwan Source: BloombergCheck out the latest Washington Edition newsletter. You can sign up to get it in your inbox every weekday.
Putin’s Struggle. Vladimir Putin’s survival in power is “improbable” if the war in Ukraine forces Russia to abandon military aggression and accept a peace deal with Europe, Kissinger said. Ukraine should emerge from the conflict as a strong democracy and it’s preferable that Russia avoids collapse or slides into “resentful impotence,” he added. Kissinger said he wanted Russia to recognize that its relations with Europe should be based on agreement and “I believe that this war will, if it’s ended properly, make it achievable.”President Richard Nixon and Kissinger in Moscow in 1972 after signing of a strategic-arms limitation agreement with Soviet leaders. Photographer: Bettmann/Getty ImagesGermany’s Role. Europe’s political center of gravity is moving inexorably toward Germany, presenting Berlin with a fresh challenge over how to wield that power, Kissinger said. He sees parallels with the situation at the end of the 19th century when the first chancellor, Otto von Bismarck, stepped down, putting the newly united Germany at a crossroads. The “tragedy” that led to two world wars just a few decades later lay in Germany’s failure to recognize its own “transformation” and that “the leading country has to be an example of moderation and wisdom in balancing the interests of all the countries” in Europe. “We are at this moment now where a new structure of Europe has to be created based on this reality.” German Chancellor Angela Merkel greets Kissinger during the Appeal of Conscience World Statesman Award ceremony in New York in 2007. Photographer: Jin Lee/BloombergBritain’s Future. “Psychologically” the UK outside the European Union is now better placed to burnish ties with the Americans than a country like France that remains inside the bloc, Kissinger said. Whatever path the EU takes in terms of its own integration, it’s hard to imagine it doing so without cooperating with and pursuing parallel politics to the US, he said. That, coupled with Britain’s long history of “special partnership” with the US, means that there is now “a great opportunity for it to act as a link between a unifying Europe and America.” Kissinger at Heathrow Airport in London in 1972. Photographer: Evening Standard/Hulton Archive/Getty ImagesIndia Rising. While Kissinger described India’s stance of non-alignment during the Cold War as “a source of considerable irritation,” he called its current policy “extremely thoughtful.” India performs best when it defends its own interests, and many of them overlap with those of the US, he said. “India is a great power and in the decades ahead it will grow comparably to China.” Kissinger meets Indian Prime Minister Indira Gandhi in New Delhi on Oct. 28, 1974. Photographer: AFP/Getty ImagesAmerica Divided.Kissinger also turned to the state of US politics and took the view that the country has become worryingly polarized ahead of the 2024 presidential elections. The current debate has shifted to an “extreme theory of America first which is applied to both sides but in such a way that it focuses too much on America and not on global issues.” For him the risk is clear: “America will become isolated” if it keeps looking inwards. Asked about the Joe Biden administration’s foreign policy approach, he had this to say: “I think the current administration is trying to do a serious job of that but it is so afraid of attacks on itself that it doesn’t do itself justice.”President Donald Trump listens as Kissinger speaks during a meeting in the Oval Office on Oct. 10, 2017. Photographer: Andrew Harrer/BloombergWithdrawal from Vietnam. He pushed back against criticism over his handling of the Vietnam War, saying Presidents Richard Nixon and Gerald Ford, under whom he served as national security adviser and secretary of state, made the best of a difficult situation after inheriting massive commitments of US forces and facing public opposition to the conflict. “I honestly believe we did the best we could,” he said. If not for Watergate and congressional opposition to US involvement in Vietnam, the political settlement and South Vietnamese government might have survived until the US-China opening and been able to resist external pressures, Kissinger said. “It was the saddest moment of my public life when I had to sit in the security adviser’s office and recommend the final withdrawal.” Kissinger delivers a eulogy at the state funeral of Ford at the National Cathedral in Washington on Jan. 2, 2007. Photographer: Dennis Brack/BloombergPostscript … At the end of the interview, Kissinger reflected on a harrowing visit to the Ahlem concentration camp in his early 20s where a meeting with an emaciated inmate left a permanent mark and a sense of horror at what mankind is capable of. It resulted in a private essay that he had never intended to be made public: “I wrote that for myself. I had no intention of publishing it because feelings about humanity can affect your own actions.” In his youth, he saw “war in its most immediate form” and that chaos and disintegration of society becomes something “so elemental it becomes part of you.” It had a profound impact on Kissinger’s thinking. In his words, how to prevent the “barbaric side” of humanity from breaking out became a core pillar of his diplomacy. How would he like to be remembered? Kissinger said it was out of his control: “I tried to do the best I could.”
Update to “The Bidding Process, Procedures for Sale of Assets and Intellectual Property of Clip Health
Further to Gerbsman Partners sales letter of May 8, 2023 regarding the sale of Clip Health, I am attaching Exhibit A, two-way NDA; Exhibit B Equipment List; Exhibit C Patent and Trademark List; Exhibit D, Clip Health technical and IP preview and Exhibit E – Table of Contents for Due Diligence Room.
Clip Health is a Fremont, CA-based company that has built a scale-ready, validated, mobile app connected, decentralized-diagnostics platform—with multiple biosensing modalities—for the accurate detection or measurement of viruses, bacteria, proteins, enzymes, hormones, drugs, small molecules, bacteria, and hapten-tagged DNA/RNA from respiratory/genital swabs, blood & blood products, saliva, and urine, also usable for veterinary, food safety, industrial, and environmental applications.
The acquisition of Clip Health’s assets will enable immediate access to a broad portfolio of proprietary technology, comprising 3 issued patents, 4 pending patents, and trade secrets in software and process know-how. These patents and trade secrets cover labeling chemistry composition and methods of use, sample preparation, data acquisition/analysis for sample processing, and manufacturing. Also available is ready access to validated, customized equipment (see Exhibit B) and proprietary tooling to enable high-volume manufacturing of test kits; these assets are currently under an equipment lease.
Clip Health’s funding total, not including product revenue, is $53M. This includes $3.5M in venture capital funding from prominent Silicon Valley investors including Khosla Ventures and Y Combinator; $43M in service contract revenue from the National Institutes of Health (NIH), Biomedical Advanced Research and Development Authority (BARDA), and the Department of Defense (DoD); $3M in NIH grants; $3.5M in strategic partnership revenues. No secured debt obligations.
Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Clip Health or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.
Ken, Eric and I will be following up to review the updated Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”. Bala Raja and Andrew Paterson will be available for a zoom meeting.
Any and all the assets Clip Health will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.
Gerbsman Partners has been retained by Clip Health to solicit interest for the acquisition of all, or substantially all, the assets of Clip Health.
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 Clip Health’s assets has been supplied by Clip Health. It has not been independently investigated or verified by Gerbsman Partners or its agents.
Potential purchasers should not rely on any information contained in this memorandum or provided by Clip Health or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.
Clip Health, 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 Clip Health’s or Gerbsman Partners’ negligence or otherwise.
Any sale of the Clip Health 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 Clip Health or Gerbsman Partners. Without limiting the generality of the foregoing, Clip Health and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Clip Health Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.
This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.
THE BIDDING PROCESS FOR INTERESTED BUYERS
Interested and qualified parties will be expected to sign a 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 Clip Health 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 Clip Health, 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 Clip Health 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 Clip Health Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, June 9, 2023 at 3:00 pm Pacific Time (the “Bid Deadline”) at Clip Health’s office, located at 48389 Fremont Blvd Ste 112, Fremont, CA 94538. Please also email steve@gerbsmanpartners.com with any bid.
Bids should identify those assets being tendered for in a specific and identifiable way. Bidders interested in specific Clip Health 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 Luminostics, Inc. DBA Clip Health). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.
Clip Health 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.
Clip Health will require the successful bidder to close within 7 business days. Any or all of the assets of Clip Health 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 Clip Health Assets shall be the sole responsibility of the successful bidder and shall be paid to Clip Health at the closing of each transaction.
For additional information, please see below and/or contact:
President Richard Nixon and Kissinger in Moscow in 1972 after signing of a strategic-arms limitation agreement with Soviet leaders. Photographer: Bettmann/Getty ImagesGermany’s Role. Europe’s political center of gravity is moving inexorably toward Germany, presenting Berlin with a fresh challenge over how to wield that power, Kissinger said. 
German Chancellor Angela Merkel greets Kissinger during the Appeal of Conscience World Statesman Award ceremony in New York in 2007. Photographer: Jin Lee/BloombergBritain’s Future. “Psychologically” the UK outside the European Union is now better placed to burnish ties with the Americans than a country like France that remains inside the bloc, 
Kissinger at Heathrow Airport in London in 1972. Photographer: Evening Standard/Hulton Archive/Getty ImagesIndia Rising. While 
Kissinger meets Indian Prime Minister Indira Gandhi in New Delhi on Oct. 28, 1974. Photographer: AFP/Getty ImagesAmerica Divided. 
President Donald Trump listens as Kissinger speaks during a meeting in the Oval Office on Oct. 10, 2017. Photographer: Andrew Harrer/BloombergWithdrawal from Vietnam. He pushed back against criticism over his handling of the Vietnam War, saying Presidents Richard Nixon and Gerald Ford, under whom he served as national security adviser and secretary of state, made the best of a difficult situation after inheriting massive commitments of US forces and facing public opposition to the conflict. “I honestly believe we did the best we could,” 
Kissinger delivers a eulogy at the state funeral of Ford at the National Cathedral in Washington on Jan. 2, 2007. Photographer: Dennis Brack/BloombergPostscript … At the end of the interview, 
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