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Apple Ad Alumni Get Backing From Google Ventures

December 5, 2012 by Steven R. Gerbsman

Article from NYTimes.

Google’s venture capital arm is investing in a start-up founded by Apple alumni that is seeking to make mobile users a little less anonymous to advertisers.

Adelphic Mobile, based in Boston, has raised $10 million from Google Ventures and Matrix Partners, a firm that invested in the company during an earlier fund-raising round. The company has raised $12 million to date.

Adelphic was founded in 2010 by Changfeng Wang and Jennifer Lum, both of whom used to work for Quattro Wireless, a mobile advertising start-up that was acquired by Apple and became the foundation for iAd, Apple’s mobile advertising network.

Mobile advertising has been a disappointment to many people in the technology industry. The explosion of mobile devices initially prompted exhilaration among marketers about the potential for peppering people with ads on the cellphones that are always at hand. Google and Apple both bought start-ups to help bolster their mobile advertising efforts.

But many companies, including Facebook, have found it more difficult to make money from mobile advertising than through traditional Web sites. That is in part because of the limited screen real estate people have on their smartphones and their wariness about having it filled up with advertising.

“It’s not growing nearly at the rate it should have been given mobile media consumption rates,” said Ms. Lum, the president of Adelphic.

Adelphic is focused on another problem with mobile advertising: the relative poverty of data that advertisers have about the mobile users they are trying to reach. Through Web browsers on computers, it is easier to deliver targeted ads to users by keeping data on their browsing habits employing tools like browser cookies, the small identification files advertising networks place on computers.

Mobile advertisers do not know as much about users because mobile browsers and apps are not as commonly configured to allow the kinds of identification techniques that work on computers. As a result, advertisers do not know much more about the audiences they are trying to reach other than the type of cellphone they have and the wireless network they are on, Ms. Lum said.

Adelphic seeks to paint a more detailed picture of mobile Web users by using complex software to analyze dozens of “signals” about mobile users’ online activities, though Adelphic is not willing to go into too much detail about how the process works (it says it respects the privacy policies of the publishers that show its advertising).

Through its data mining, the company says it can identify the likely age of mobile users, as well as their gender and general location. In turn, the company tells advertisers it can deliver ads to the specific audiences they are after.

Rich Miner, general partner at Google Ventures, said in an interview that mobile advertising would become more effective over time and that Adelphic’s service was helping to push the market forward.

“With the growth of mobile, we’re still very early and, just like in traditional online ads, there’s still a tremendous amount of innovation and value to be created,” said Mr. Miner, who also co-founded Android. Google acquired that company and used its technology as the basis for its Android mobile operating system.

Read more here.

Posted in Board Of Intellectual Capital, Entrepreneurship, Investments | Tagged , , , , , , , , , , , , , , , , , , | Leave a Comment »

Update to the Bidding Process – Procedures for the Sale of certain Assets and Intellectual Property of Cambridge NanoTech, Inc.

December 3, 2012 by Steven R. Gerbsman

Bidding Process – Procedures for the Sale of certain Assets and Intellectual Property of Cambridge NanoTech, Inc.

Further to Gerbsman Partners e-mail of November 19, 2012 and November 26, 2012 regarding the sale of certain assets of Cambridge NanoTech, Inc., Inc., I attach the draft legal documents (Purchase and Sale Agreement and Secured Party’s Bill of Sale) that we will be requesting of bidders for certain Assets and Intellectual Property of Cambridge NanoTech, Inc.  All parties bidding on the assets are encouraged, to the greatest extent possible, to conform the terms of their bids to the terms and form of the attached agreement.  Any and all of the assets of Cambridge NanoTech, Inc. will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Please be advised that the Cambridge NanoTech Assets are being offered for sale pursuant to Section 9-610 of the Uniform Commercial Code.  Purchasers of the Cambridge NanoTech Assets will receive all of Cambridge NanoTech’s right, title, and interest in the purchased portion of  SVB’s collateral, which consists of substantially all of Cambridge NanoTech’s assets, as provided in the Uniform Commercial Code.

I would also encourage all interested parties to have their counsel speak with Donald Rothman, Esq. and/or Alexander Rheaume, Esq., counsel to Silicon Valley Bank to review the Purchase & Sale Agreement prior to submitting their Bid and date of December 12, 2012.

For additional information please contact Donald Rothman, Esq, 617 880 3556 and/or Alexander Rheaume, Esq. 617 8808 3492.  drothman@riemerlaw.com – arheaume@riemerlaw.com

Please review in detail, the “Bidding Process for Interested Buyers” below.

Updates include:

1.  All bids must indicate a separate bid amount for accounts receivable if interested in bidding on the A/R;

2.  All bids submitted shall be binding and shall remain open until the consummation of the sale(s) to one or more Successful Bidders.  SVB may sell the Cambridge NanoTech Assets to the second highest bidder at the Auction should a Successful Bidder fail to fulfill such Successful Bidder’s obligations under the applicable purchase and sale agreement.  No such sale of the Cambridge NanoTech Assets by SVB to such second highest bidder shall relieve a Successful Bidder from its obligations under the purchase and sale agreement nor operate as a waiver by SVB of its rights and remedies against a Successful Bidder.
 
The key dates and terms include:

The Bidding Process for Interested Buyers

Due Diligence:

Interested and qualified parties will be required to sign a nondisclosure agreement in the form attached hereto as Exhibit A to have access to 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 Cambridge NanoTech 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 SVB or 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 SVB or Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Qualifying to Bid at Auction:

The Cambridge NanoTech Assets will be sold pursuant to a secured party’s public auction sale.  In order to qualify to bid at the public auction sale, interested parties must submit initial bids for the Cambridge NanoTech Assets so that they areactually received by Gerbsman Partners via email to steve@gerbsmanpartners.com no later than Thursday, December 12, 2012 at 3:00 p.m. Eastern Standard Time (the “Initial Bid Deadline”) with a copy to Riemer and Braunstein LLP, 3 Center Plaza, Boston, MA, 02108. Attention: Donald E. Rothman, Esq. and via email to drothman@riemerlaw.com.

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.  In order to qualify to bid at the public auction sale, all initial bids must be accompanied by a refundable deposit in the amount of $200,000 which shall be paid to Riemer & Braunstein LLP as escrow agent (the “Escrow Agent”) in accordance with the wire instructions attached hereto as Exhibit “B”. All deposits shall be held in a non-interest bearing account.  Non-successful bidders will have their deposit returned to them within five (5) business days following the completion of the public auction sale. The deposit of the Successful Bidder (as defined below) shall be held by the Escrow Agent pending the consummation of the sale in accordance with the terms and conditions of the sales agreement to be executed by SVB and the Successful Bidder.

Initial bids should identify those assets being tendered for and in a specific and identifiable way. The attached Cambridge NanoTech fixed asset list (Exhibit “C”) may not be complete. All bids must indicate a separate bid amount for accounts receivable if interested in bidding on the A/R.

All bids submitted shall be binding and shall remain open until the consummation of the sale(s) to one or more Successful Bidders.  SVB may sell the Cambridge NanoTech Assets to the second highest bidder at the Auction should a Successful Bidder fail to fulfill such Successful Bidder’s obligations under the applicable purchase and sale agreement.  No such sale of the Cambridge NanoTech Assets by SVB to such second highest bidder shall relieve a Successful Bidder from its obligations under the purchase and sale agreement nor operate as a waiver by SVB of its rights and remedies against a Successful Bidder.

SVB shall be deemed to be a qualified bidder.
 
Public Auction Sale:

On Friday December 14, 2012, a public auction sale (the “Auction”) of the Cambridge NanoTech Assets will be conducted among all qualified bidders commencing at 11:00am Eastern Standard Time at the offices of Riemer & Braunstein LLP, 3 Center Plaza, Boston, MA, 02108.  Qualified bidders shall appear in person at the Auction or participate by telephone conference.  The dial in numbers are Domestic – 888 640-4172, International 913 227-1228, participation code 617 880 3556

SVB reserves the right to cancel, postpone, or adjourn the Auction to such other time or times as the Secured Party may deem proper by announcement made at the Auction, and any subsequent adjournment thereof, either before or after the commencement of bidding, without written notice or further publication.  The Auction may be resumed without further notice or publication at the time and place at which such Auction may have been adjourned.

Prior to the start of the Auction, the auctioneer will advise all qualified bidders of what SVB believes to be the highest or otherwise best qualified bid(s) with respect to the sale (each a “Stalking Horse Bid”).  Only qualified bidders are eligible to participate in the Auction.  Bidding at the Auction shall begin initially with the Stalking Horse Bid(s) and shall subsequently continue in such minimum increments as the auctioneer determines.

Bidding will continue with respect to the Auction until SVB determines that it has received the highest or otherwise best bid(s) for the Cambridge NanoTech Assets.  After SVB so determines, the auctioneer will close the Auction, subject, however, to SVB’s right to re-open the Auction if necessary.  SVB will then determine and announce which bid(s) has/have been determined to be the highest or otherwise best bid(s) (each a “Successful Bid”) and the holder of each Successful Bid shall be deemed to be a “Successful Bidder”.

SVB reserves the right to (i) determine in its reasonable discretion which bid is the highest or best bid and (ii) reject at any time prior to the execution of a purchase agreement, any offer that SVB in its reasonable discretion deems to be (x) inadequate or insufficient, or (y) contrary to the best interests of SVB.  In determining which bid(s) is/are a Successful Bid, economic considerations shall not be the sole criterion upon which SVB may base its decision and SVB shall take into account all factors it reasonably believes to be relevant in an exercise of its business judgment.

Each Successful Bidder will then be required to immediately execute and deliver a purchase agreement to SVB in the form attached hereto as Exhibit “D”. SVB will require each Successful Bidder at the Auction to close within 7 days after the Auction. Any or all of the assets of Cambridge NanoTech will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

SVB reserves the right at any time to (i) extend the deadlines set forth herein and/or adjourn the Auction without further notice, (ii) offer any portion of the Cambridge NanoTech Assets to be sold separately at the Auction if SVB determines to do so, (iii) withdraw any of the Cambridge NanoTech Assets at any time prior to or during the Auction, to make subsequent attempts to market the same, (iv) reject any or all bids if, in SVB’s reasonable business judgment, no bid is for a fair and adequate price, and (v) otherwise modify the sale procedures in its reasonable discretion.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Cambridge NanoTech Assets shall be the sole responsibility of the applicable Successful Bidder.

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

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

James McHugh
Gerbsman Partners
(978) 239-7296
Jim@mchughco.com

Donald Rothman, Esq.
Riemer Braunstein LLP
(617) 880-3556
drothman@riemerlaw.com

Posted in Cambridge NanoTech, Distressed Intellectual Property, Distressed IP, Inetellectual Property, Investments, Jill Becker, Technology | Leave a Comment »

Cupcake Digital Infuses Educational Elements into its Children’s Apps

December 1, 2012 by Steven R. Gerbsman

 

Cupcake Digital Infuses Educational Elements into its Children’s Apps

by Brad Powers, CEO & Founder

November, 2012

Since Apple began taking pre-orders for the first-generation iPad in March of 2010, the landscape of tablets has not only transformed dramatically, but also given birth to a new industry: deluxe storybook apps.  Since Cupcake Digital’s inception, the company has been at the forefront of the industry in the development of exciting, high quality apps that meet the demands of: children, parents, caregivers and educators.  Our apps have been consistently top-ranked among children’s app ratings on Amazon, iTunes and Common Sense Media.  Maintaining a lead in this highly competitive market requires ongoing innovation and a clear focus on exceeding the needs of the market.  To that end, we are adding specific learning components to every app we introduce to further enhance the quality of our product offering and, as a result, increase our market share and build brand loyalty.  The following positioning paper outlines our rationale in the selection of educational elements based on new, nationwide educational standards and describes how they will be infused into our current and future products.

Objective:

By collaborating with education consultants and aligning with the Common Core State Standards (CCSS), Cupcake Digital has taken important steps to enhance the educational value of its product offering.  These standards are a set of educational guidelines that are being adopted across the nation to help teachers ensure their students have the skills and knowledge they need to be successful by providing clear goals for student learning at each grade level. Parents, caregivers and teachers can feel confident that our apps help prepare preschool and elementary school children for what will be required of them.

The objective of this position paper is to demonstrate the importance of infusing educational elements into our current and future children’s apps and to show how those elements will be integrated.

It is the first in a series that will provide on-going updates.

Background

A quick look around us – in homes, on the street, in restaurants and on airplanes – demonstrates the vast proliferation of tablets and smart phones. For many young children today, interaction with mobile “apps” will be their first introduction to entertainment and learning.

Parents choose to use apps in different ways and for different purposes: to occupy a child at the dinner table; to read a bedtime story together; to play games that expand their knowledge and advance their fine motor skills; to engage, entertain and just have fun.

At Cupcake Digital, we believe that however apps are used, we can harness this new medium to deliver rewarding experiences on a spectrum of levels for young children.

Cupcake Digital’s Mission

Cupcake Digital stands at the forefront of a new medium:  mobile apps for kids.  We take this responsibility seriously and will explain our mission and our methodology as a company in this document.

We are first and foremost in the business of kids’ entertainment. Our apps are designed to provide fun and help bring children and caregivers together.   As a thoughtful and caring company, we also see an opportunity to deliver not only a fun and entertaining experience to children, but also an enriching and educational one

We think broadly about developing our products with multiple opportunities for learning  — providing a playful introduction to the worlds of reading and knowledge, imagination and creativity, early critical thinking and building of mathematics skills.

The power of play is limitless. It is the intention of Cupcake Digital to use it wisely and responsibly for the benefit of young children and their development.  While having fun with an app, a child can also become better prepared for success when he or she reaches kindergarten, or greater success if he or she is already in school.

Our Approach

We infuse learning moments into the very fabric of our apps.  From the inception of our company, we have engaged educational consultants to work with us on

age-appropriate activities that spark the imagination and foster development of

pre-school/early elementary level basics.

We test our learning propositions and continue to refine and improve them based on the feedback we get. (And, in the case of existing apps, to update and enhance them on an ongoing basis.)

We are a company of parents, and caregivers with a commitment to delivering positive app experiences to our own children.   We care deeply about how children interact with our apps and how they benefit from them.

We make a collective effort toward continuous improvement of our products and are investing in Common Core principles to maximize that benefit.

By partnering with professionals in the fields of education and children’s entertainment, as well as developmental experts and specialists in CCSS, we are developing fun activities in each of our apps that prompt educational engagement and help teach skills and build knowledge.

Some examples of Common Core activities involve tracing letters, adding numbers of objects, identifying colors and shapes, learning letter and word sounds, or other age-appropriate learning experiences.

In the process of transcreating existing media properties – such as the Emmy award winning Nick Jr. “Wow! Wow! Wubbzy!” animated series – into deluxe story experiences, we will integrate activities that are consistent with CCSS into games and additional sections outside of the narrative.

In the case of apps based on Discovery Network’s Animal Planet, we will infuse each app with Common Core Standards in a way that promises to delight young children.

“A further benefit of these apps, “ says Cristina Kaviani Johnson, M.A., Curriculum Consultant, “is that parents and caregivers will recognize the value of these activities and the various opportunities to tailor them to their own children’s needs and interests.”

Every app includes a “Just the Book” mode that allows caregivers to turn off the digital activities (games, sounds, videos, etc.) and focus a child’s attention purely on the words and story. This mode is particularly effective for a child who is learning to read and allows parents and caregivers to share the simple pleasure of just reading a book together quietly.

At the end of each app, caregivers will also find a section called “Grown-Up’s Corner.”  It provides questions and conversation starters related to the story to share with a child to help develop listening and comprehension skills.

A Common Core Corner will review and reinforce skills learned in each app; provide additional activity suggestions to engage in with a child to practice the learning ideas put forth in the app; and lay out each learning zone to help parents understand the various Common Core standards the app is addressing. It will also provide tips on how to prepare a child for his or her first school year(s) and makes getting ready for the new kindergarten standards simple and FUN.

A Vocabulary Builder section accompanies each app to reinforce new words a child has learned.

“Cupcake Digital produces apps that will be infused with a variety of learning experiences from the Common Core Standards curricula, without ever losing sight of our desire to enchant and inspire children along the way,” says Susan Miller, children’s industry veteran and President of Cupcake Digital.

“Our apps give parents a good feeling about how their children are using mobile technology.  They combine play with learning to deliver an enriching and entertaining experience parents can tailor to a child’s needs,” states Neil Friedman, Cupcake Digital Board Member, former Mattel Brands’ President, and former President of US Operations for Toys ‘R’ Us.

It is not our intention to “teach” children in all elements of the CCSS, but to lay the groundwork for some of the key building blocks through familiar, beloved entertainment characters, brands and properties.

As we develop new apps, we will continue to seek exciting ways to enhance the experience for children and give them a learning advantage.

While we understand the power of apps to entertain and teach, we are also aware that technology is a tool that needs to be used wisely.  Equally important to a child’s development is face-to-face communication. In both the Grown Up’s Corner and the Common Core Corner, our apps suggest fun activities designed to engage children “off-screen” in thoughtful discussions, as well as pencil- or crayon-to-paper skill-building exercises.

Please visit http://www.cupcakedigital.com for future updates.

About Cupcake Digital Inc.

Cupcake Digital, Inc. was established in June 2012 with the intent of transforming children’s entertainment properties into deluxe story experiences infused with educational elements.    Its first venture into digital applications was based on the Emmy Award-winning television series “Wow! Wow! Wubbzy!”  The app immediately rose to # 1 and # 3 among children’s book apps on Amazon and iTunes respectively.  Since then, every subsequent children’s storybook app created by Cupcake Digital has achieved a top 10 rating on Amazon.  Headquartered in NYC, Cupcake Digital was founded by proven professionals in the fields of technology, family entertainment, publishing and brand marketing.  In October of 2012, Cupcake Digital received its first round of private funding and has since gone on to partner with additional major children’s entertainment properties.  For more information about Cupcake Digital Inc., please contact Carmen Hernandez at pr@cupcakedigital.com or visit www.cupcakedigital.com.

 

 

 

 

Posted in Brad Powers, Common Core Education Standards, Cupcake Digtial, Education Aps for Children, Entertainment Aps for Children, Game Apps for Kids, Kids Apps, Mobile, Mobile Children's Apps, Susan Miller, Technology | Leave a Comment »

State of the medical technology industry

November 30, 2012 by Steven R. Gerbsman

Ernst & Young (“E&Y”) has published their fifth annual report on the state of the medical technology industry. Below are the link to this report and also a link to an excerpt from the report displaying charts of the industry’s performance.

Let us also take this oppontunity to say we hope you and yours had a wonderful Thanksgiving Holiday.

Pulse of the Industry – Ernst & Young

Pulse of the Industry: Medical Technology Report 2012 – Industry performance
 
Should you wish to visit our website please click on our logo at the top of this e-mail.
Warmest regards,
Ron and Susan
Ronald H. Coelyn
Susan F. Norton
817-424-3652
650-383-5153
rcoelyn@coelyngroup.com
snorton@coelyngroup.com

Posted in Uncategorized | Tagged , , , | Leave a Comment »

SALE OF Coherex Medical FlatStent Assets & Intellectual Property

November 27, 2012 by Steven R. Gerbsman

SALE OF Coherex Medical FlatStent Assets & Intellectual Property
Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Coherex Medical Inc. (http://coherex.com) to solicit interest for the sale of all, or substantially all, the Assets & Intellectual Property pertaining to its FlatStent PFO technology (“COHEREX MEDICAL Assets”).

 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 COHEREX MEDICAL’s Assets has been supplied by COHEREX MEDICAL. 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 COHEREX MEDICAL, 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.
COHEREX MEDICAL, 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 COHEREX MEDICAL’ or Gerbsman Partners’ negligence or otherwise.

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

 
Coherex Medical Company Profile
Coherex Medical, Inc.(the Company) was founded in 2003 to design, develop, and market innovative catheter-based technologies for the treatment of structural heart defects. The Company is led by President and CEO Alex Martin who has over 30 years experience in the medical device industry.  Alex is supported by a management team that has on average more than 25 years of experience in medical device design and development, manufacturing and operations, marketing and sales, quality and regulatory systems, intellectual property protection, and financial and business leadership.

Headquartered in Salt Lake City, Utah, Coherex Medical is a medical device company focused on development and commercialization of innovative customizable structural heart technologies including a Left Atrial Appendage (LAA) occluder called WaveCrest and a Patent Foramen Ovale (PFO) closure device called FlatStent. This sale pertains to the FlatStent PFO assets and technology only.
The Company initially focused on the development of the FlatStent to treat a common heart defect called a patent foramen ovale (PFO), which is present in approximately 25% of the population. PFO has been identified as a potential cause of certain migraines, embolic strokes, transient ischemic attacks (TIAs) and other medical indications. The Coherex FlatStent™ EF PFO Closure System has been designed to maximize safety, efficacy, and ease-of-use in closing a PFO. The device has a CE mark that allows it to be sold in the EU and other countries. The PFO device also has conditional IDE approval.

The company is currently focused on the WaveCrest LAA technology, which is undergoing clinical trials in Europe. The Coherex WaveCrest™ Left Atrial Appendage Closure System, addresses a large and unmet need to prevent strokes in patients suffering from a common heart condition known as atrial fibrillation. Atrial fibrillation (also known as A-fib or AF) is a disturbance of the normal heart rhythm in the upper chambers of the heart.  It results in poor or virtually no contraction of those chambers, which may cause blood to pool and not be ejected from a pouch attached to the left atrium called the Left Atrial Appendage.  A-Fib is the most commonly diagnosed heart rhythm disorder.

To date the company has raised $47.9 million through equity fund raising.  Investors include Oxford Bioscience, vSpring Capital, Tullis Health Investors, Abbott Laboratories, Saints Capital and Johnson & Johnson.
The company is selling the PFO assets to raise funds for its ongoing business which is focused on the LAA technology.

 
Coherex Medical believes its FlatStent PFO device assets are attractive for a number of reasons:

The Coherex FlatSent is CE Marked, has an FDA approved IDE and represents:

The only in-tunnel PFO closure device approved for sale in CE marked countries
Significant and unique intellectual property related to a PFO closure device providing closure within the tunnel.
The Coherex FlatStent system has received a conditional Investigational Device Exemption (IDE) from the United States Food and Drug Administration.
The FlatStent assets include the QA manuals, manufacturing related materials and processes necessary to manufacture the devices.
The Flatstent device employs dual closure mechanisms.
Lateral forces approximate the septum primum and septum secundum.
Polyurethane foam promotes rapid tissue growth within the PFO tunnel.
The FlatStent provides an extraordinarily small footprint and it has not been associated with complications noted with competing PFO devices including; Thrombus, Erosion, Arrhythmia.
The FlatStent leaves the fossa ovalis open for future procedures which require transseptal puncture.
The FlatStent is delivered to the left atrium in a rapid exchange fashion which eliminates the risk of air embolism.

 Impact of Technology on the Market

COHEREX MEDICAL believes that its FlatStent technology offers advantages over currently marketed double disk PFO closure technologies:

Treats the PFO tunnel ONLY.
Does not cover the walls of the atrial septum.
Minimal atrial exposure to limit thrombus and headache exacerbation.
Very small metal mass with minimum footprint and implant bulk.
Offers minimal impact to the interatrial septum reducing potential complications of septal stiffening, perforation, erosion, arrhythmia, chest pain, and valve distortion.
May be delivered without long access sheaths reducing ancillary device requirements and potential of air embolism.
Implant comes pre-loaded on delivery system reducing preparation time.

Coherex FlatStent Assets

Coherex  Medical has developed a portfolio of assets critical to the development, manufacturing, and marketing of the Flatstent PFO Closure System. These assets fall into a variety of categories, including:

Patents, Patent Applications and Trademarks
CE Mark for Flatstent PFO Closure System
Custom built equipment and tooling for manufacturing Flatstent systems
Key know-how, expertise, and documentation to manufacture PFO Closure System
Patient Data from 4 clinical trials involving 104 patients
The assets of Coherex Flatstent will be sold in whole. (collectively, the “Coherex FlatStent”). The sale of these assets is being conducted with the cooperation of Coherex. Coherex and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership.

Notwithstanding the foregoing, Coherex Medical should not be contacted directly without the prior consent of Gerbsman Partners.

Turn-key Manufacturing Process

Coherex has developed a turn-key process to transfer all equipment, documentation, and product knowledge to the buyer. This process will facilitate rapid manufacturing start-up of the FlatStent product.

This turn-key system includes:

Clinical data,
R&D Design History Files (DHF),
Manufacturing and Quality documentation and Marketing materials.

Included in this product portfolio is tooling, fixtures, and equipment that are necessary to manufacture the Flatstent product. A detailed description of all purchase specification and raw material suppliers are included in the Device Master Record (DMR), which is located in the company’s due diligence data room.

 
Key Personnel

Alex Martin — President & CEO

John Alexander (Alex) Martin joined Coherex Medical as Director, President and CEO starting in July 2012. Mr. Martin has had executive experience with medical device companies such as WorldHeart, Edwards Lifesciences, Cordis Corporation, a Johnson and Johnson (J&J) company and CR Bard. Mr. Martin served in sales, marketing and business development management positions within these several organizations. Mr. Martin earned a bachelor’s degree from the University of Kentucky at Lexington.

Sheri Thomas — Vice President, Finance

Ms. Thomas is a Certified Public Accountant with 24 years experience in public accounting and industry.  The companies for whom she has worked include Price Waterhouse, WordPerfect Corporation, Novell and Phone Directories Company.  She has been with Coherex Medical for three years.

Ronald Watkins— Chief Operating Officer

Mr. Watkins joined Coherex in 2007 and has over 20 years of medical device manufacturing and operational experience. Mr. Watkins has worked with both large medical device companies such as Baxter Edwards and Boston Scientific as well as several start-up companies. He has served a key role in developing engineering and manufacturing processes, implemented quality systems, and is instrumental in developing a culture of success for these companies.

Daryl Edmiston – Vice President, RD

Mr. Edmiston has an extensive background and over 24 years experience in engineering project management, medical device design, and state-of-the-art manufacturing processes. As a private consultant, Mr. Edmiston advised various companies in the semiconductor and medical device manufacturing sector. Before joining Coherex in March 2006, he worked for Rubicon Medical, as Director, and then Vice President of Research and Development.

Abe Mathews – Vice President, Regulatory Affairs

Mr. Mathews began his career in the medical device industry with the Ethicon Division of Johnson & Johnson.  He then joined Provasis Therapeutics, a start up medical device venture,  as Vice President, Regulatory Affairs and Quality Assurance. Mr. Mathews worked for Boston Scientific before joining Coherex Medical over 5 years ago as Vice President, Regulatory Affairs.

Cliff Montagnoli – Vice President, Clinical Affairs

Mr. Montagnoli, VP of Clinical Affairs, joined the Coherex Medical team in February of 2007. His extensive background in the medical industry began in 1991 with clinical research in pediatric cardiology at the University of Utah Medical Center. Other extensive experience includes work with Clinical Innovations (CI), Final Touch Training Group, Shared Technologies and Microsoft. Cliff worked for Rubicon Medical as Manager of Clinical Affairs before joining Coherex

COHEREX MEDICAL, Board of Directors

Brian Whisenant, M.D., Chairman of the Board: Intermountain Health Care

Alex Martin:  Coherex Medical

Kadir Kadhiresan:  Johnson and Johnson

Zack Scott:  Saints Capital

Dinesh Patel, Ph.D.: VSpring Capital

Dan Cole: Oxford Bioscience Partners

Roy Tanaka: Independent

Curt LaBelle: Tullis Healthcare Investors (Board Observer)

Mark Williams, Ph.D.: Abbott Laboratories (Board Observer)

Dave Berger: E.B. Berger (Board Observer)

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 COHEREX MEDICAL 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 COHEREX MEDICAL, 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 COHEREX MEDICAL 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 COHEREX MEDICAL Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than January 4, 2013 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at COHEREX MEDICAL’ office, located at 125 Constitution Drive, Menlo Park, CA 94025.  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 COHEREX MEDICAL fixed asset list may not be complete and Bidders interested in the COHEREX MEDICAL 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 COHEREX MEDICAL, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Unsuccessful bidders will have their deposit returned to them. COHEREX MEDICAL reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

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

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

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

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

Philip Taub
(917) 650-5958
phil@gerbsmanpartners.com

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