Feeds:
Posts
Comments

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Promed

Further to Gerbsman Partners previous sales letter of February 7, 2017 and 2 updates regarding the sale of certain assets of Promed, Inc. (“Promed”), I am attaching for interested parties bidding on the assets and IP of Promed;

1. an “Executive Summary- Pormed Strategic Presentation” that supplements the detailed information in the sales letter you have received’

2. the “Promed Patent Portfolio”

3. an updated “NDA” (Exhibit A)

4. Draft form Asset Purchase Agreement (“APA”)

Ken, Dennis and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Promed to solicit interest for the acquisition of part or substantially all of Promed’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Promed Assets”).

Any and all the assets of Promed will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of Thursday, March 16, 2017, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with either Kay Kim Esq. at Wilson Sonsini khkim@wsgr.com or Phillip Oettinger, Esq. poettinger@wsgr.com They are available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA and can be reached at 650 493 9300.

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 Promed’s Assets has been supplied by Promed. 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 Promed’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Promed 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 Promed and Gerbsman Partners. Without limiting the generality of the foregoing, Promed and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Promed 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 Confidential Disclosure Agreement (attached hereto as Appendix A) 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 Promed 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 Promed Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Thursday, March 16, 2017 at 3:00pm Pacific Standard Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in an identifiable way.

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. The deposit should be wired to an escrow agent who will be outlined in the next update. The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Promed 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.

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

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

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

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

Dennis Sholl
Gerbsman Partners
(415) 377-1952
dennis@gerbsmanpartners.com

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Integrated Surgical LLC

Further to Gerbsman Partners previous sales letter and update of February 22, 2017 and February 15, 2017 regarding the sale of certain assets of Integrated Surgical LLC (“Integrated”), I am attaching for interested parties bidding on the assets and IP of Integrated:

1. Integrated Surgical “non confidential” detail power point presentation. The company is available to discuss on a conference call.

2. Data Room due diligence index.

3. Integrated Surgical LLC – Draft Fair Market Value of certain Patent Portfolios as of December 31, 2015 by Citrin Cooperman & Company LLP. It is ok for all recipients to open. Do not need an NDA.

Fully Integrated Retractable Suction (“FIRST”) Technology – $ 19,029,255
Pressurized Ultralight Liquid Smoke Evacuator (“PULSE”) Technology – $ 87,955,322
Smoke Liquid Separator (“SLS”) Technology – $ 6,582,059

4. Issued Patent List

5. Updated NDA required for confidential due diligence

Ken, Jim and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

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

Any and all the assets of Integrated will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of Tuesday March 21, 2017, and after you receive the draft “APA” (will be sent out next week) I would encourage all interested parties to have their counsel speak with Daniel Koeppen, Esq. at Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Daniel is available at dkoeppen@wsgr.com and 858 350 2393.

IIMPORTANT 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 Integrated’s Assets (as defined herein) has been supplied by Integrated. 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 Integrated’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Integrated Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Integrated and Gerbsman Partners. Without limiting the generality of the foregoing, Integrated and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Integrated 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 Confidential Disclosure Agreement attached hereto as Appendix A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) 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 Integrated 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 Integrated Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday, March 21, 2017 at 5:00pm Central Daylight Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

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 $250,000 (payable to Integrated Surgical LLC). The deposit should be wired to Integrated’s attorneys, Wilson Sonsini Goodrich & Rosati (“WSGR”) Trust Account. Wire transfer information will be forwarded at a later date. The winning bidder will be notified within the (3) business days of the Bid Deadline, at which point the deposit is non-refundable. The deposit will be held in trust by WSGR. Unsuccessful bidders will have their deposit returned to them within three (3) business days of notification that they are an unsuccessful bidder.

Integrated 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.

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

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

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

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

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Promed, Inc

Further to Gerbsman Partners sales letter of February 7, 2017 and Updates on February 13 and 21, 2017 regarding the sale of certain assets of Promed, Inc. (“Promed”), I am attaching for interested parties bidding on the assets and IP of Promed:

1. an “Executive Summary” that supplements the detailed information in the sales letter you have received; Promed is available to discuss on a conference call.

2. the Promed Patent Portfolio;

3. an updated “NDA” (Exhibit A) and;

4. a “Table of Contents – Data Room Index”.

5. a draft Asset Purchase Agreement (“APA”)

Ken, Dennis and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

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

Any and all the assets of Promed will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of Thursday March 16, 2017, and after you receive the draft “APA” (will be sent out next week) I would encourage all interested parties to have their counsel speak with Phillip Oettinger, Esq. at Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Michael is available at 650 493 9300 and poettinger@wsgr.com.

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 Promed’s Assets has been supplied by Promed. 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 Promed’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Promed 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 Promed and Gerbsman Partners. Without limiting the generality of the foregoing, Promed and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Promed 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 Confidential Disclosure Agreement (attached hereto as Appendix A) 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 Promed 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 Promed Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Thursday, March 16, 2017 at 3:00pm Pacific Standard Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in an identifiable way.

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. The deposit should be wired to an escrow agent who will be outlined in the next update. The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Promed 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.

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

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

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

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

Dennis Sholl
Gerbsman Partners
(415) 377-1952
dennis@gerbsmanpartners.com

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Integrated Surgical LLC

Further to Gerbsman Partners previous sales letter of February 15, 2017 regarding the sale of certain assets of Integrated Surgical LLC (“Integrated”), I am attaching, Exhibit A, NDA, the IP Patent portfolio summary and an Integrated Surgical Product detail power point (zip file)” for interested parties bidding on the assets and IP of Integrated.

Ken, Jim and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

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

Any and all the assets of Integrated will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of Tuesday March 21, 2017, and after you receive the draft “APA” (will be sent out next week) I would encourage all interested parties to have their counsel speak with Daniel Koeppen, Esq. at Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Daniel is available at dkoeppen@wsgr.com and 858 350 2393.

IIMPORTANT 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 Integrated’s Assets (as defined herein) has been supplied by Integrated. 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 Integrated’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Integrated Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Integrated and Gerbsman Partners. Without limiting the generality of the foregoing, Integrated and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Integrated 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 Confidential Disclosure Agreement attached hereto as Appendix A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) 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 Integrated 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 Integrated Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday, March 21, 2017 at 5:00pm Central Daylight Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

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 $250,000 (payable to Integrated Surgical LLC). The deposit should be wired to Integrated’s attorneys, Wilson Sonsini Goodrich & Rosati (“WSGR”) Trust Account. Wire transfer information will be forwarded at a later date. The winning bidder will be notified within the (3) business days of the Bid Deadline, at which point the deposit is non-refundable. The deposit will be held in trust by WSGR. Unsuccessful bidders will have their deposit returned to them within three (3) business days of notification that they are an unsuccessful bidder.

Integrated 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.

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

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

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

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

gp_nl_header-1

SALE OF INTEGRATED SURGICAL LLC

Gerbsman Partners has been retained by Integrated Surgical LLC (“Integrated”) to solicit interest for the acquisition of all, or substantially all of, Integrated’s assets.

Integrated is a privately held medical device development company headquartered in Palo Alto, California, that has developed a family of devices to revolutionize the evacuation of smoke and fluid from the surgical field.

Over the past three years the founding partners of Integrated have contributed over $1,500,000 in equity and loans and approximately $900,000 from investors, many of whom are medical doctors who understand the unmet clinical need addressed by Integrated’s technology.

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 Integrated’s Assets (as defined herein) has been supplied by Integrated. 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 Integrated’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Integrated Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Integrated and Gerbsman Partners. Without limiting the generality of the foregoing, Integrated and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Integrated 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 Confidential Disclosure Agreement attached hereto as Appendix A.

Company Profile

Integrated is a privately held medical device development company headquartered in Palo Alto, California that is committed to addressing unmet clinical needs in surgery with innovative technologies. Integrated’s core, patented technologies revolutionize the evacuation of smoke and fluid from the surgical field. Integrated has developed a family of novel, one-time use products that have low manufacturing costs while delivering improved performance over existing devices. All of Integrated’s devices integrate seamlessly with current or workflow and industry leading devices as either stand-alone technologies or utilized together to deliver truly effective smoke and fluid evacuation.

Over the past three years the founding partners of Integrated have contributed over $1,500,000 in equity and loans and approximately $900,000 from investors, many of whom are medical doctors who understand the unmet clinical need addressed by Integrated’s technology.

Integrated has developed, prototyped, and broadly patented a family of devices.

• Integrated’s Fully Integrated Retractable Suction Technology (“FIRST”) evacuates both surgical smoke and fluid with a single device that works with industry leading electronic surgical pencils (“ESPs”).

• Integrated’s Pressurized Ultralight Liquid Smoke Evacuator (“PULSE”) technology is a disruptive stand-alone device for smoke filtration and fluid suction. Separation of evacuated substances is handled by Integrated’s Smoke Liquid Separator (“SLS”) technology.

• Integrated has 5 issued US patents, 14 pending US non-provisional patent applications, 2 pending PCT applications, and 2 pending US provisional patent applications.

The current patent portfolio represents an array of different claims including US claims directed to embodiments of Integrated’s suite of surgical products, the FIRST, PULSE, and SLS. Further included are PCT applications directed to each of the FIRST, PULSE, and SLS technologies, as well as provisional patent applications directed to additional embodiments and improvements to the PULSE technology.

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

1. Integrated’s intellectual property, which consists of 5 issued US patents, 14 pending US non-provisional patent applications, 2 pending PCT applications, and 2 pending US provisional patent applications. The current patent portfolio represents an array of different claims including US claims directed to embodiments of Integrated’s suite of surgical products, the FIRST, PULSE, and SLS. Further included are PCT applications directed to each of the FIRST, PULSE, and SLS technologies, as well as provisional patent applications directed to additional embodiments and improvements to the PULSE technology. (See Intellectual Property documents).

2. There is a brief timeline to have the products ready for full commercialization with clear 510(k) pathway to FDA approval for the FIRST and PULSE. The SLS is 510(k) exempt. Including a 3 month FDA submission review time, the FIRST is expect to be approved within 12 to 18 months and the PULSE between 5 to 9 months. (See Intellectual Property documents).

3. With a total investment of approximately $525,000 to $740,000, the buyer of the technology should be able obtain FDA approval for the FIRST and the PULSE and the device family should be ready for sale to the end user at a high value. (See FDA Regulatory Outline) (See Draft Valuation)

4. While the FIRST is an evolutionary product, the PULSE is a very disruptive technology as it changes the paradigm for operating room suction devices with superior performance with respect to sound generation and efficiency at a low cost in a large market with considerable demand. (See Integrated Surgical – Preliminary Overview Document)

5. Leading KOLs have stressed the importance of surgical smoke as toxic and carcinogenic. They agree there is a need for safe and effective smoke evacuation for the surgical patient and staff. Several surgeons who have seen and handled the Integrated devices are enthusiastic about the ergonomics and performance, noting that they are better than the predicate devices. They highlighted specific surgical applications where the Integrated devices would be especially advantageous, such as breast, hepatobiliary, colorectal and plastics procedures. Also, the ESP, when used with the FIRST appeared to create less thermal damage to tissue than with the ESP alone. (See KOL Statements)

6. Integrated’s product family uniquely removes smoke and fluid from the surgical field, are used in a very large market, and the devices would fit very well in an end-user’s product group. (See Non-Confidential Slide Deck).

7. In a world with increasing emphasis placed on value for hospital systems, the Integrated product family offers a low-cost and effective way to prevent the harmful effects of surgical smoke and improve outcomes for patients in terms of operating times and less exposure to harmful substances.

Impact of Technology on the Market

Integrated has a 12-18 month timeline to have the products ready for full commercialization with clear FDA approval through a 510(k) pathway.

The global medical device market was $96.4 billion in 2012, with a CAGR estimated at 3.6% between 2014-2019. Surgical instruments alone made up 19% of the market in 2014. The ESP market in the United States exceeded $1 billion in 2014 with an anticipated increase in sales of $370 million by 2016. Hospitals were the highest consumers in this market at 30.2%. There are an estimated 51 million inpatient surgical procedures requiring general anesthesia performed annually in the United States. This statistic does not include procedures performed on an outpatient basis, such as the 1.5 million cosmetic surgeries performed annually by plastic surgeons. Additionally, there are many surgical procedures performed in other fields, such as dentistry, oral surgery, and veterinary surgery. Doctors in these fields commonly rely on the use of electrosurgery in their practices.

In an investor presentation by ConMed in 2011, the electrosurgical market was estimated to be worth $2.6 billion. This industry will likely be worth $4 billion by 2019 with a CAGR of 5.9%, implying a current market size of around $3 billion. Based on the dominance of the two key players in the market (with ConMed and Covidien holding joint market share of around 80%) and anticipated regulation with regards to smoke evacuation in operating rooms, the total anticipated market share of this technology should reach 25% of the total ESP market. Revenues generated by Covidien’s Energy Device Segment were approximately $2.336 billion and $2.476 billion in 2012 and 2013, respectively. It is safe to assume 50% of sales in this segment represented sales of electrosurgical products. Compared with the total market, this represents approximately 43% of the total market. Of this, an estimated 50% of Covidien’s products could utilize the technology developed by Integrated.

There are several key players in the space of smoke evacuation. ConMed has marketed a smoke evacuating accessory for existing ESPs that uses heavyweight corrugated tubing attached to a separate smoke evacuation system. This device has not been widely adopted likely because the device is unwieldy for surgeons. Poor ergonomics are mainly due to the large diameter and weight of the tubing that requires an evacuator system with higher capture velocity and a concomitant increase in noise. Covidien has developed a similar product family for smoke evacuation. Neither the ConMed or Covidien products include fluid suction and resultantly they are not suitable for direct comparisons to Integrated’s products as a competitive product.

Medtronic sells a family of PEAK PlasmaBlade products that do not use electrocautery, but do evacuate surgical smoke and fluid. The Medtronic system is intended to replace existing ESPs but comes with a cost that is approximately 30 times that of and ESP at a time when drastic efforts are being undertaken to reduce the overall cost of healthcare delivery. The adoption of Medtronic’s expensive PEAK PlasmaBlade system has been limited. Low cost options for fluid suction include various types of simple tubing and canister systems, along with different suction tips. The main complaint from surgeons about these products includes the weak suction strength and the impeded visualization that results from an additional device in the surgical field. Fluid suction is also loud which can impair the surgeon’s ability to adequately communicate with other surgical staff. Issues with cost, noise, and suction performance are all addressed with Integrated’s product platform.

In 12 to 18 months Integrated’s lead product can be ready for full commercial production through work with Starfish Product Engineering and Dr. Leeflang to achieve device optimization and regulatory consultants, including WSGR, for FDA regulatory documentation. The cost for this work should not exceed $340k-360k.

Intellectual Property Summary

Integrated has a unique intellectual property portfolio for addressing both smoke and fluid evacuation from the surgical field. At present, Integrated has 5 issued US patents, 14 pending US non-provisional patent applications, 3 pending PCT applications, and 2 pending US provisional patent applications.

The current patent portfolio represents an array of different claims including US claims directed to embodiments of Integrated’s suite of surgical products, the FIRST, the PULSE, and the SLS. Further included are PCT applications direct to each of the FIRST, the PULSE, and the SLS technologies, as well as provisional patent applications directed to additional embodiments and improvements to the PULSE technology.

Integrated’s Assets

Integrated has developed a technology portfolio that delivers a product platform for addressing smoke and fluid evacuation from the surgical field. These assets fall into a variety of categories, including:

1. Integrated has 5 issued US patents, 14 pending US non-provisional patent applications, 3 pending PCT applications, and 2 pending US provisional patent applications. (See Intellectual Property Summaries).

2. Significant intellectual capital in device family design, development, and manufacturing

3. Preliminary analysis of the FIRST design using computational fluid dynamics (“CFD”) showed effective capture and evacuation of surgical smoke. Bench top testing revealed the FIRST and PULSE POC prototypes surpassed current standards and the leading devices in terms of total smoke capture and secondary capture with reduced noise. These devices were preferred by surgeons during animal trials in a mock surgical environment as opposed to leading devices, with improved performance, ergonomics and noise levels. The addition of the SLS further improved efficiency of the FIRST and PULSE.

4. One set of prototypes for the FIRST, PULSE, and SLS.

5. Several team members are also available for ongoing consulting.

6. Clear 510(k) pathway for the FIRST and PULSE technologies while the SLS is 501(k) exempt. (See Intellectual Property documents).

7. Technology addressing unmet clinical need large market. (See Non-Confidential Slide Deck).
The assets of Integrated will be sold in whole or in part (collectively, the “Integrated Assets”). The sale of these assets is being conducted with the cooperation of Integrated. Integrated and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Several team members are also available for consulting going forward. Notwithstanding the foregoing, Integrated should not be contacted directly without the prior consent of Gerbsman Partners.

Milestones

Integrated Assets should be ready for purchase by an end user within 12-18 months of purchase with an anticipated budget of between $525,000 to $740,000. Under these circumstances, all three technologies, the FIRST and PULSE should have FDA 510(k) approval and all three devices should be ready for commercialization.
Management

Michael Edward Breede – CEO

Elisabeth J. Leeflang, M.D. – CMO

Noah M. Minskoff, M.D. – CSO and COO

Alan A. Moss – CFO

Dr. Hobart Harris, M.D., M.P.H. (UCSF Professor and Chief, Division of General Surgery, Vice-Chair, Department of Surgery, J. Engelbert Dunphy Endowed Chair in Surgery, Director, Infection, Injury & Immunity Lab) – KOL, Medical Science Liaison, and Co-Principal Investigator

Wilson Sonsini Goodrich & Rosati – legal advisor to technology and partner

Starfish Product Engineering – design, development, and manufacturing

Cuddy & Feder – legal advisor on corporate matters

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) 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 Integrated 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 Integrated Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday, March 22, 2017 at 5:00pm Central Daylight Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

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 $250,000 (payable to Integrated Surgical LLC). The deposit should be wired to Integrated’s attorneys, Wilson Sonsini Goodrich & Rosati (“WSGR”) Trust Account. Wire transfer information will be forwarded at a later date. The winning bidder will be notified within the (3) business days of the Bid Deadline, at which point the deposit is non-refundable. The deposit will be held in trust by WSGR. Unsuccessful bidders will have their deposit returned to them within three (3) business days of notification that they are an unsuccessful bidder.

Integrated 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.

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

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

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

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

Cyber Security and the Danger of Human Vulnerabilities

65307059 - hexagon grid with social engineering keywords like phishing and tailgating with a elite hacker in suit background

In season 4 of the TV series “The Blacklist”, Amar, a member of the FBI taskforce, is a victim of social engineering. He is the team’s cyber and encryption expert and yet it was a thumb drive his “girlfriend” gave him that allowed hackers to penetrate the FBI’s systems. This is an example from Hollywood, but can this happen in real life? We are constantly advising companies to beef up their cyber security and get cyber insurance in order to protect themselves against hackers and data security breaches. However, if Aram, an FBI Agent, who specializes in these areas, was unable to keep a government Agency protected – then how do the corporations stand a chance? Is Aram’s scenario merely a fictional scenario invented by Hollywood to boost ratings or does this actually happen?

In order to understand this better, we need to look first at the history, and review some examples of social engineering in the modern era. Perhaps the most iconic example of social engineering from literature was the Trojan horse. After an unsuccessful ten-year siege on Troy, the Greek Army appears to give up. They pack up, head out of town and leave an enormous wooden horse outside of the city. The implication was that it was a conciliatory gift from the Greeks who were giving up magnanimously. In reality, the Greeks used the gift of the horse to hide a small group of their soldiers and the Trojans brought the horse inside their wall. After the Trojans celebrated their victory and went to sleep, the Greek soldiers slipped out of the horse, opened the gates from within. Opening the gates that had withstood a siege for 10 years, and the Greeks who had supposedly left, returned to the city of Troy and destroyed it. The Trojans clearly had the superior security technology at the time and the Greeks were unable to defeat them in a direct attack. Instead, the Greeks tricked the Trojans into accepting a gift, thereby bypassing their own superior security measures and allowing the Greeks to win.

The Trojan horse proves that history and literary greats understood the dangers of social engineering. However, in today’s modern world of increased cyber security, are big corporations vulnerable to social engineering? In July 2012, according to Stacy Cowley of CNN Money, a Wal-Mart store manager in Canada received an urgent phone call from “Gary Darnell” calling from the Wal-Mart home office in Bentonville, Arkansas. Little did the Wal-Mart store manager in Canada know that his call was actually being made from a soundproof booth at the Defcon conference in Las Vegas with 100 spectators. While the audience listened to both sides of the conversation, “Darnell” successfully captured every single data point from the Wal-Mart store manager, utilizing the false identity. Using urgency, charm and the lure of winning a major government contract, the false “Darnell” was able to learn all about the store in Canada’s physical logistics, when managers take breaks, staff shift schedules, what types of PCs they use, and the make and version numbers of the computer operating systems. He even directed the manager to an external website to fill out a survey.

Darnell was actually Shane Macdougall, the winner of the social engineering “capture the flag” contest at the Defcon conference. Macdougall pretended to be a real Wal-Mart executive in order to execute the con. Defcon is held every July and hackers come to share tips and swap stories of exploits. Macdougall demonstrated to the audience that with just a phone line and a charming story, he was able to pry company secrets from a well run and well guarded corporation. According to Macdougall, “Social engineering is the biggest threat to the enterprise, without a doubt… I see all of these (Chief Security Officers) that spend all this money on firewalls and stuff, and they spend zero dollars on awareness.”

What about a case where no emails or technology were utilized by the perpetrators? Could social engineering tradecraft and a plan allow a single person to bypass a top of the line security system? According to Stephen Castle of the Independent, in 2007, a longtime trusted customer of an Antwerp bank stole $28 million worth of diamonds. He used an Argentinian alias and false passport, became a trusted local diamond trader, and was a customer of the bank for a year before perpetrating the crime. There are even reports that he regularly brought the staff chocolates throughout the year in order to win them over. The vault supposedly had a security system that cost more than one million Euros. Philip Claes, spokesman for the Diamond High Council in Antwerp, said the lesson learned was that, “despite all the efforts one makes in investing in security, when a human error is made nothing can help”. Claes also said, “You can have all the safety and security you want, but if someone uses their charm to mislead people it won’t help.”

What about a security company that is usually charged with securing big corporations and government secrets? Are security companies vulnerable to social engineering? An example of a security company attack that is worth exploring is the RSA hack in 2011. According to Riva Richmond of the New York times, the attacker sent phishing emails with the subject line ‘2011 Recruitment Plan’ to two small groups of employees over the course of a couple of days. None of these employees were particularly high up or considered high value targets at the company. One employee found the title interesting enough to retrieve the email from his junk email box and then he proceeded to click on the excel attachment. Inside the attachment was malware that used a zero-day flaw in Adobe’s Flash software to install a backdoor. This exploit allowed the hacker to use the Poison Ivy Remote Administration Tool to gain control of machines and access servers in RSA’s network. In this example, social engineering and human error prevailed even over a security company’s expertise.

Even if you are confident that none of your employees would ever fall for social engineering, there is always the 2013 Target case study to consider. It is believed that hackers were able to steal an estimated 40 million credit and debit cards from Target’s point-of-sale systems through phishing. However, it was not through phishing at Target. Instead investigators suspect the breach was through heating, ventilation, and air-conditioning subcontractor Fazio Mechanical Services, via a phishing email that included the Citadel Trojan.

There is a common theme throughout all of these social engineering incidents. They all had extensive security measures in place, which were all bypassed or circumvented by human vulnerabilites. In one case it was the lure of a sale, in another it was the ego of victory, in another instance it was susceptibility to charm, and in others it was curiosity. It does not matter how extensive your technological defenses are, if your people and workforce remain vulnerable. According to Cyber Security Ventures, J.P. Morgan Chase & Co. doubled its annual cyber security budget while Bank of America has gone on the record claiming they have an unlimited cyber security budget. Even the US government increased it cyber security spending by 35% in 2017 to $19 billion. However, how much of these increased budgets are spent on training employees on awareness of social engineering exploits. How much is spent on ensuring that vendors and third parties who have access to your systems receive the same training as well?

National Security Agency director General Keith Alexander (Ret.) attended the Defcon conference in 2012 and according to Cowley, was a big fan of the “capture the flag” contest. Further, he thanked members for teaching people to socially engineer; the idea likely being that if members of the cyber community and companies learn how to socially engineer, it will be easier for them to recognize when the techniques are used on them. The intelligence world is filled with experts who use social engineering every day to gather intelligence to protect our country. The same social engineering skills they use to keep our country safe can also be taught to corporation and bank employees to keep their assets and information safe.

Sometimes it is as simple as instituting rules regarding clicking on links or opening up files. In other cases, it might be instructing employees who receive calls asking for information from supposedly internal employees, to hang up and promise to call back later before giving out any information. One can then instruct their employees to look up the calling employee’s number on the internal system and call back using that number. Of course, a really skilled social engineer will be able to get the information without the employee even realizing he or she is sharing critical data. By having a good cover story, as Macdougall did, the employee might feel the urgency and forget the basic company rules.

In those cases more extensive training may be required and prove useful. In the case of the Antwerp bank, employees could have received training on awareness, i.e. to be on the lookout for people with access to the bank that bring you gifts consistently for no reason, or who always seem to like the same things you do and never disagree. People who like the same things as you do are viewed as both likable and similar. Similar and likeable people to you are not viewed as threats and you are more likely to trust them and spend time with them; therefore, making your bank or corporation vulnerable to an attack.  By bringing employees chocolates and charming them, the perpetrator at the Antwerp bank heist, gained their trust and the time necessary to gain access to the keys.

To do the necessary, an additional change to cyber security is required. By this point, dissemination of horror stories of cyber attacks has become pervasive and combined with the nascent dawn of intrusive cyber security regulations, banks and corporations are willing to invest huge sums in technology for defense. But investment in the human element and human intelligence assets, has lagged behind. Not only is training required, but to combat social engineering, human assets, are equally important. Just as in the real world of intelligence, internal human intelligence assets are necessary to monitor, detect, and combat ever morphing internal human points of vulnerabilities as well as the motivations, methods, and points of entry from the point of view of the attackers.

While Aram’s case was one of pure Hollywood fiction, we now see there are numerous instances of social engineering hacking attacks perpetrated in the modern era. Firewalls and encryption are essential, but as demonstrated above, the only way we stand a chance at protecting our data and customer privacy is by raising the awareness of social engineering threats and recognizing and addressing the importance of human vulnerabilities in our cyber security programs.

Alyson Krause is a global corporate strategy executive with extensive experience consulting in Cyber Security, Medical Devices, Energy, Anti-Money Laundering, Natural Sciences, Finance, and Global Security. Alyson is also on the Board of several companies and works with starts ups and technology professionals world wide helping them achieve investor milestones, enter new markets and improve business relationships.  For other posts by Alyson or background: https://claroint.wordpress.com/ or https://www.linkedin.com/in/alyson-krause-3668628a

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Promed, Inc.

Further to Gerbsman Partners sales letter of February 7, 2017 regarding the sale of certain assets of Promed, Inc. (“Promed”), I am attaching for interested parties bidding on the assets and IP of Promed. an “Executive Summary” that supplements the detailed information in the sales letter you have received, the Promed Patent Portfolio and an updated “NDA” (Exhibit A).

Ken, Dennis and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

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

Any and all the assets of Promed will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.
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 Promed’s Assets has been supplied by Promed. 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 Promed’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Promed 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 Promed and Gerbsman Partners. Without limiting the generality of the foregoing, Promed and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Promed 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 Confidential Disclosure Agreement (attached hereto as Appendix A) 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 Promed 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 Promed Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Thursday, March 16, 2017 at 3:00pm Pacific Standard Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in an identifiable way.

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. The deposit should be wired to an escrow agent who will be outlined in the next update. The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Promed 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.

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

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

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

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

Dennis Sholl
Gerbsman Partners
(415) 377-1952
dennis@gerbsmanpartners.com