Blog of Intellectual Capital

SALE OF GLUMETRICS, INC.

Gerbsman Partners (www.gerbsmanpartners.com) has been retained by GluMetrics, Inc. (www.GluMetrics.com) to solicit interest for the acquisition of all, or substantially all, the assets of GluMetrics, Inc.

Based in Irvine, CA, GluMetrics, Inc. is a glucose monitoring medical device company, founded in 2005 with a patented, optical fluorescence, continuous, non-consumptive, real-time glucose sensing technology with the potential to materially impact both the hospital-based and diabetic glucose monitoring markets.

The Company has raised in four (4) rounds of venture capital financing over $57M, from Versant Ventures, ATV (Advanced Technology Ventures), Kaiser Permanente Venture Group, New Leaf Partners and private investors.

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 GluMetrics’ Assets has been supplied by GluMetrics.  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 GluMetrics, 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.

GluMetrics, 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 GluMetrics’ or Gerbsman Partners’ negligence or otherwise.

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

GluMetrics, Inc. is a medical technology company that has developed the patented GluCath® Intravascular Continuous Glucose Monitoring (IV-CGM) System (referred to as the“GluCath System”).  The system consists of (i) a fiber-optic based, single-use, disposable sensor that is inserted into either an artery or vein using standard vascular accesstechniques and (ii) a portable battery-powered monitor. The GluCath sensors leverage a proprietary chemistry which changes its fluorescence in proportion to the surrounding glucose concentration.

GluMetrics was focused initially on applying its proprietary technology to inpatient continuous glucose monitoring, a market that could exceed $1.4 billion globally, concentrating solelyon specific critically ill patient segments in the surgical, cardiac and medical Intensive Care Unit (ICU). Significant and successful clinical testing was completed using the first product embodiment in hospitalized, post surgical patients in the US and abroad. The impressive results of this data speak to a significantly de-risked core measurement engine. The Companybelieves that an additional $800 million of upside opportunities exist in the hospital by expanding from the initial core ICU market to general surgeries and the general ward.

With the first commercially viable non-enzymatic sensor technology, the Company also believes that it could exploit the existing outpatient continuous glucose monitoring marketconsisting of three million people with Type 1 diabetes and the need for improved sensor technologies to support safe and effective insulin pump therapy, including the elusive “closedloop” insulin delivery system. Healthy human volunteer studies in diabetics were also completed which helped further confirm the utility and performance of the measurement engine in subcutaneous placements.

GluMetrics believes its assets are attractive for a number of reasons:

Technology “De-risked” with Clinically Proven Success

GluMetrics has completed design, development and clinical testing of its continuous, real-time, non-consumptive, fluorescent glucose measurement technology, which included extensivein-vitro testing and design verification activities. The technology, successfully deployed in the hospital ICU setting, is easily inserted via an existing radial artery cannula, stable requiring only one calibration/day, with exceptional accuracy in the hypo- and euglycemic ranges.

The Technology is Applicable for Numerous Applications

The core chemistry, hydrogel and optical system are configurable for other applications, including CGM for the diabetic population. In addition, potential applications such as for bioreactors and other laboratory measurements are straightforward developments, based on the existing measurement engine.

The Intellectual Property Portfolio is Diverse and Impressive

Twenty-five (25) issued US Patients and Foreign Counterpatents cover the core technology with an additional Twenty-two (22) pending US or PCT patent applications, with Claims that are extremely broad and diverse covering both the intravascular and subcutaneous realms (see Appendix for details).

Well Documented, Repeatable Manufacturing and Quality Procedures

The GluMetrics dye-quencher chemistry, hydrogel and monitors have been manufactured under the Company’s Quality System. The processes incorporated have resulted in repeatable and reliable devices for the uses intended, and are thoroughly documented, including all product and raw materials specifications, manufacturing and inspection processes.

GluMetrics Company Profile and Funding History

GluMetrics, Inc. was incorporated on Jan. 1, 2005. Throughout the course of 2005, GluMetrics, Inc. raised just over $2.9M in series “A” and “AA” capital to fund recruitment, establish theOrange County, California headquarters and advance the development of the fundamental GluCath sensor chemistry.

In July 2006, GluMetrics purchased all assets, goodwill and intellectual property of TGC Research Ltd. from Diametrics Medical, Inc. (“Diametrics”).  All prior art, trade secrets andintellectual property (including seven issued patents still in force) relating to Diametrics’ previous fluorescence-based intravascular systems for blood constituent monitoring is nowexclusively owned by GluMetrics.  Following this transaction, TGC Research Ltd. became a wholly-owned subsidiary of GluMetrics, Inc.

Also in July 2006, the Company closed a $9M series “B” financing to further refine and validate the GluCath System in pre-clinical trials.  This series “B” round was co-led by VersantVentures (Newport Beach, CA) and Advanced Technology Ventures (Palo Alto, CA), with each firm participating at $4.5M.

In March 2008, GluMetrics secured a $3M venture debt financing through Silicon Valley Bank supporting operations through September/October of 2008.

In July 2008, the Company closed a $21M series “C” round financing to continue the development of the GluCath System and initiate clinical trials. This series “C” round was led by NewLeaf Venture Partners (Menlo Park, CA) with significant participation from series “B” investors.

In October 2010, GluMetrics secured $10M in bridge financing from existing investors to initiate clinical trials of an arterial sensor and support ongoing operations.

In March 2012, the Company secured $8M in new equity as part of a recapitalization.  These funds supported the expansion of clinical trials, including extended duration arterial andvenous deployments.

In January 2013, GluMetrics secured $5.6M in bridge financing from existing investors to complete its arterial and venous clinical trials through the second half of 2013.

Impact of Technology on the Market

The GluCath System is ideally positioned to become the clinician’s preferred solution to support glycemic measurement for both the in-hospital and diabetic markets for five primaryreasons:

1)      The GluMetrics fluorescent glucose sensing system is the first non-GOX sensor to be clinically validated in a meaningful multi-center trial with sub-10% MARD results.

2)      The ultimate flexibility and adaptability of the measurement engine will enable broad application across a diverse universe of clinical applications including hospital-based and diabetic patients.

3)      The GluCath sensor measures plasma glucose in flowing blood continuously and directly. Given the non-enzymatic method of measurement, the GluCath sensor is notsusceptible to the numerous interferences and limitations which have affected electrochemical sensors.

4)      The GluCath System is most accurate in the physiologic range where accuracy is paramount (i.e., in the euglycemic and hypoglycemic range).  Additionally, the GluCathSystem provides rapid user feedback on both directionality and rate of change.

5)      The GluCath monitor is configured in a portable, hand-held, battery powered format allowing for flexible and convenient monitoring across the continuum of care (i.e., Pre-op-OR-ICU-Step-Down-General Floor-Outpatient). The GluCath sensor is small enough to be inserted into the radial artery of the arm via a standard arterial catheter, while maintaining pressure monitoring and blood sampling capability.  The sensor can also be deployed directly into a vein using a splittable introducer, leaving only the sensorindwelling in the vessel. Alternatively, it is feasible to deploy the sensor through a central venous catheter or integrated into a novel vascular access device.

6)      The sensor physical size, optical path and chemistry are such that it can be configured for subcutaneous insertion and sensing

In contrast to the GluCath System, potentially competitive devices now known to be under development have significant disadvantages, including larger size, limited mobility, therequirement for unique flush/calibration solutions and greater user-complexity. Additionally, numerous physician interviews have described some of these competitive approaches asfundamentally lacking sufficient accuracy in the target range, algorithmically dropping points, missing glucose excursions, or being too slow to reflect changing blood glucose.

GluMetrics’ Assets

Scope Of GluMetrics’ Patent Coverage

In summary, GluMetrics has a strong patent portfolio, including 25 issued patents, 1 allowed and 21 pending patent applications, with priority in optical fiber-based equilibrium fluorescent glucose detection going back as early as December 2000, and patent terms extending past 2030.  Since licensing the core chemistry, GluMetrics has perfected its commercially valuable innovations in extensive patent filings.  Indeed, the GluMetrics’ patent portfolio creates a minefield for any competitor trying to commercialize an equilibrium, fluorescent glucose sensor, whether intravascular or subcutaneous, whether fluorescence lifetime or intensity, and whether critically ill or walking diabetic populations. (See Appendix for details)

In addition to the GluMetrics’ patent portfolio, the following are available:

·         Clinical and pre-clinical data

·         Design and test equipment used in the development and manufacture of the GluCath system

·         Product specifications, drawings, manufacturing, assembly and quality insurance documentation

·         Furniture, fixtures and tooling used to assemble and/or manufacture the system

·         Test procedures, reports and data supporting the system testing during design and development

The assets of GluMetrics will be sold in whole or in part (collectively, the “GluMetrics Assets”). The sale of these assets is being conducted with the cooperation of GluMetrics.  GluMetrics and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership.  Notwithstanding the foregoing, GluMetrics should not be contacted directly without the prior consent of Gerbsman Partners.

The Sale of the GluMetrics Assets is being conducted pursuant to a Resolution of the Board of Directors of GluMetrics, Inc. for the liquidation and dissolution of the company which was approved by unanimous consent of the Board on January 23, 2014. GluMetrics expects the sale of the GluMetrics Assets to be completed without any further vote or action by GluMetrics’ stockholders.

GluMetrics, Inc. Key Personnel

William Markle, President and CEO

With a 30 year career in high-tech medical devices focusing on the Critical Care marketplace (Baxter, Edwards Life Sciences, American Hospital Supply), Mr. Markle has most recentlybeen a senior member of two well-funded and successful medical device start-up companies:  Tensys Medical and Masimo Corp.  Bringing an emphasis on understanding and definingkey customer requirements, operationally building and directing successful marketing, clinical support and direct sales teams, Mr. Markle has a strong record of both successful fund-raising and visionary leadership in multiple “customer-facing” disciplines.  A graduate of Duke University (BSME) and Pepperdine (MBA), Mr. Markle provides a current and real-worldperspective to the creation of shareholder value within the medical device sector.

Stuart L Gallant, VP, Product Development

Mr. Gallant has been in medical device development and management for over 41 years with extensive experience in the design, development and marketing of cardiovascular, patientmonitoring and vital signs devices and systems.  Initiating his career with Medtronic, he has subsequently been a successful medical device entrepreneur involved with creating,managing and developing four prior medical device start-ups, including significant experience with venture- capital financed enterprises, in senior management and Board positions.Coupled with his technical and management background and education (BSEE, MSBME, MBA), Mr. Gallant holds twenty US issued patents in medical devices and nationallyrecognized professional certifications in financial planning (CFP®, ChFC®).

Tricia Zubke, Controller

Ms. Zubke has over 20 years’ experience in accounting, human resources, information technology and all aspects of office management.  Prior to joining GluMetrics, Inc. in 2005, Ms. Zubke worked for a privately-held real estate development company and a recruiting firm specializing in human resources executives.  Ms. Zubke obtained a Bachelor’s degree in business management from Concordia University, Irvine and is a licensed California real estate broker.

GluMetrics, Inc. Outside Board of Directors

·         Mike Carusi, General Partner, Advanced Technology Ventures, Palo Alto,, CA

·         Charles Warden, Managing Director, Versant Ventures, Menlo Park, CA

·         Sam E. Brasch, Director, Kaiser Permanente Ventures, Oakland, CA

·         John Alexander, Santa Cruz, CA

·         Tom Berryman, Laguna Beach, CA

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 GluMetrics 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 GluMetrics, 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 GluMetrics 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 GluMetrics Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than March 7, 2014 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at GluMetrics’ office, located at 15375 Barranca Pkwy, Suite I-111, Irvine, CA  92618.  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 GluMetrics fixed asset list may not be complete and Bidders interested in the GluMetrics 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 $250,000 (payable to GluMetrics, 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.

GluMetrics 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.

GluMetrics will require the successful bidder to close within 7 business days.  Any or all of the assets of GluMetrics 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 GluMetrics Assets shall be the sole responsibility of the successful bidder and shall be paid to GluMetrics at the closing of each transaction.

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

Steven R. Gerbsman

(415) 456-0628

steve@gerbsmanpartners.com