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Posts Tagged ‘Distressed Intellectual Property’

San Francisco August, 2017

Gerbsman Partners – Maximizing Enterprise Value

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property, as well as maximizing value for Intellectual Property Patents. Since 2001, Gerbsman Partners has been involved in maximizing value for 100 technology, medical device, life science, solar, fuel cell, cyber security and digital marketing companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M & A Transactions.

Gerbsman Partners has offices and strategic alliances in San Francisco, New York, McLean, VA/Washington DC, Orange County, Boston, Europe and Israel.

Technology – IP

Software

  • Emergent Game Technologies, Inc. – Licensed and supported 3D/game software.
  • Capital Thinking – Enterprise Risk Management (ERM) platform, a credit and risk management software solution for the financial services industry.
  • Cesura – Web and on demand business software.
  • Conformia Software Inc. – Software solutions for highly regulated process industries – Life Science.
  • deNovis – Enterprise softwa re for government health and health insurance industry.
  • Aperion Inc. – Software.
  • Gentiae Inc. – Real-time fully automated processing of cardiac safety input and core lab operations. The system offers a comprehensive, real time web portal for sponsor and site access.
  • Banquet – Interactive sports entertainment.
  • ID Engines Inc. – Role-based access control (RBAC) across enterprise networks.
  • InDplay Inc. – Online, B2B video content distribution (monetization) platform, deployed on enterprise-quality software components, served in the SaaS (software-as-a-service) model.
  • Metreo Inc. – Pricing software for manufacturers and distributors.
  • Neohapsis Inc. – IT management services platform. Zone4Play – Interactive game technology.
  • Roots Web, Inc. – Geneology software.
  • StreamSearch, Inc. – Multimedia aggregator that has created a unique solution for indexing, locating, promoting, and distributing rich media on the Internet.
  • Technion University – Technology patents
  • Teranode Corporation – Business intelligence and lab automation solutions for the Life Science market.
  • USA Democracy, Inc. – Direct, verifiable, credible communications between elected representatives and their constituents through its non-partisan legislative-based website.
  • Utility.com, Inc. – Multi-utility eCommerce/eCRM technology, Web-based energy management technology.
  • Vcommerce, Inc. – Developed, deployed, and operated fully integrated, end-to-end supply chain execution systems and direct fulfillment infrastructure.
  • Intelectron, Inc. – Commercial lighting technology.
  • Skunk Technologies – Java based software
  • Bell & Howell – Information Intellectual Property/Patents

Food and Beverage Industry

  • Vigilistics, Inc. – Manufacturing analytic software

Telecom

  • Dialpad, Inc. – Web-to-phone service.
  • Simpler Networks, Inc./Hercules Technology Growth Capital – Telco software – a matrix switch platform that sits within the Telco’s central office (CO) or street cabinets. Developed to allow for universal access to any service, the system’s protocol-transparent design allows it to be placed in front of any existing or future access gear that delivers services over the local loop

Storage

  • Cornice Inc. – Storage and flash controllers.
  • PhaseMetrics Inc. – Storage systems manufacturer.
  • Plasmon, Inc. – Data archival storage technology

Networking/Optical Networking

  • CipherMax, Inc. – Storage networking.
  • Private Networks, Inc. – Broadband multicast delivery system utilizing digital satellite technology. The technology has universal applicability to many industries for distribution of high-band data and video.
  • Teak Technologies Inc. – Internet switching and gateway networking products.
  • Zeus Communications, Inc. – Hardware architecture of 10 Gbps IPSec VPN and firewall in a single board.
  • Optivia, Inc & Hercules Technology Growth Capital – Optical transport systems.
  • Princeton Lightwave, Inc. – Optical networking technology
  • T-Networks, Inc. – Optical networking components.
  • Transparent Networks, Inc. – Wavelength Selective Switch, a high performance large scale Photonic cross-connect functional prototype, detailed design and simulation validation of a Light Path Exchange with integrated DWDM, an HDTV display mirror array high level design and simulation, proprietary and unique MEMS design and validation engineering tools.
  • Network Photonics, Inc.
  • Cambridge NanoTech, Inc. – Materials Science company that developed high Performance turnkey equipment for Atomic Layer Deposition (“ALD”).

Mobile

  • eBiz mobility – Mobile business payment
  • YPS Software – ASP and software vendor for the PC and mobile phone industries, Mobile Entertainment Centre.
  • Teleflip – Mobile messaging.

Media/Advertising/Internet

  • Active Response Group Inc. – On line marketing company.
  • Akimbo Inc. – Monitizing on line media.
  • Competition Accessories, Inc. – Online direct marketing.
  • Gallery Player Inc. – Provider and distributor of high-value, rights managed high definition imagery for high definition televisions.
  • MeMedia Inc. – Online advertising solutions provider and ad network that delivers contextually and behaviorally targeted advertisements across a multi-modal network of websites and desktop applications.
  • MyWire Inc. – Paid content and advertising.
  • NebuAd, Inc. – Online advertising model. Next-generation digital media technology and solutions.
  • Syncapse, Inc. – Provider of technology-enabled social performance management services for global enterprise clients with multiple B2C brands.
  • Optify, Inc. – Software-as-a-Service (SaaS) provider of digital marketing suites company, its Assets and Intellectual Property.

Holographic & Biometric Technology – Laser Manufacturer

  • Aprilis, Inc./Dow Corning – Holographic Data Storage Drives and Biometric Security
  • Raydiance, Inc. – Manufacturer of precision solutions laser technology

Security

  • NeoScale Inc. – Storage encryption and key management solution for organizations securing information stored on tape and disk media.
  • Oviso Inc. – Semi conductor manufacturing equipment.
  • SciCortex, Inc. – Manufacturer of high performance computers.

Medical Device

Cardiovascular, Vascular, Endoscopy

  • Cardiomind Inc. – Stent delivery platform.
  • OmniSonics Medical Technologies Inc. – Vascular disease IP.
  • InnerPulse Inc. – Cardiac rhythm management (CRM) medical device company.
  • Myocor Inc. – Developing innovative cardiac reshaping devices to treat functional mitral regurgitation (FMR) and left ventricular (LV) dysfunction, both of which are significant in the progression of congestive heart failure (CHF).
  • NDO Surgical, Inc. – Flexible endoscopy technologies that enable surgical procedures through the body’s natural openings.
  • Viacor Inc. – Cardiac implant device for the treatment of functional mitral regurgitation.
  • XTENT Inc. – Customizable drug eluting stent systems for the treatment of cardiovascular disease.
  • GluMetrics, Inc. – Glucose monitoring medical device company
  • NeoGraft Technologies, Inc. – Acquired Vascular Patents from Kips Bay Medical
  • Palmaz Scientific, Inc. – Medical technology company
  • InterValve, Inc. – Medical devices for structural heart market

Spine

  • Applied Spine Technologies Inc. – Screw based dynamic stabilization system validated with Class 1 clinical data
  • AxioMed Spine, Corp. – Developed Freedom technology, with the goal of restoring spinal function to patients by adhering to the natural biomechanics of the spine.

Respiratory

  • Emphasis Medical Inc. – Endobronchial valves for the treatment of heterogeneous emphysema.
  • Uptake Medical, Inc. –  developing innovative, therapeutic bronchoscopic devices to treat advanced heterogeneous emphysema and lung cancer.

Orthopedics

  • NovaLign Orthopedic Inc. – Long bone fracture, intramedullary nail technology.

Opthomology

  • Optobionics – Retinal degeneration.
  • Refractec, Inc. – Radiofrequency (RF) device called ViewPoint CK System, used to perform NearVisionSM CK (Conductive Keratoplasty) treatment

Obesity

  • Satiety Inc. – Obesity product

Life Science

  • Pluristem, Inc. – Stem cell research – Israel company
  • Igenica Biotherapeutics, Inc.. – harnessing the natural tumor microenvironment to deliver a pipeline of high-impact antibody-based cancer therapeutics
  • Pegasus Biologics Inc. – Developed and is commercializing a revolutionary bioscaffold comprised of highly organized collagen, sourced from equine pericardium that encourages the healing process by addressing the demands of a challenging biological environment.
  • Radiant Medical, Inc. – Endovascular therapeutic cooling.
  • Valentis, Inc. – Biotechnology company with small molecule, antibody, protein, gene and manufacturing assets.
  • Relypsa, Inc. – Acquisition of BioPharmaceutical Patents and Intellectual Property

Energy – Solar & Fuel Cell

  • Nanosolar
  • AQT Solar
  • SVTC Solar
  • Clear Edge Power, LLC – sold to Doosan in Korea
Steven R. Gerbsman
Principal
Gerbsman Partners
http://www.gerbsmanpartners.com

BLOG of Intellectual Capital 
 
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The Update to the Bidding Process for “EDGEhome/GreenEdge Technologies – Patent & Product Competitive Advantages ” and “Asset Purchase Agreement”

Further to Gerbsman Partners previous e-mails and sales letter of June & July, 2015, regarding the sale of certain assets of GreenEdge Technologies, Inc., (GreenEdge), GreenEdge has outlined below the “advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents.

I also attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of GreenEdge execute and deliver in connection with such transaction. The GreenEdge Assets have been previously supplied, as outlined in the GreenEdge sales letter.

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

Any and all the assets of GreenEdge 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 July 31, 2015., I would encourage all interested parties to have their counsel speak with Robert O’Connor, Esq. of Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. 415 947 2099 office, 415 279 6579 cell roconnor@wsgr.com

 

“Advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents”
1) If you are a company with legacy/low tech products and you want to make smart products, you will be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents will give you offensive and defensive smart home/IoT IP opportunities
b.  EDGEhome’s mature iOS and Android user interface and cloud service give you a fast track to market with excellent usability and rich features
c.  EDGEhome’s wireless transceiver module allows you to quickly make almost any device smart
d.  If you make regular lighting / switch / outlet devices and you need smart devices, or if you want to go in this direction but you don’t have these devices, EDGEhome allows you to quickly and efficiently deliver them to market without developing them yourself
2) If you are a company that makes smart switches, lighting controls, and/or outlets, or you are a company that wants to develop these types of devices, you would be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents protect valuable use cases including electronic tamper-resistant outlets, dimmable outlets, and outlets that intelligently switch things off to save electricity. These provide a potential significant royalty generation opportunity, and significant defense against litigious competitors in the smart home / home automation / IoT marketplace.
b.  EDGEhome’s devices all measure electricity usage point-by-point and control individual outlet plugs individually, enabling energy monitoring and energy savings in a compact package
California Title 24 compliance for plug-load intelligent control provides powerful and valuable use cases for commercial, hotel, and industrial customers in California and beyond
c.  EDGEhome’s devices are designed to be low cost with high capability, giving you a potential cost advantage and opportunity for high gross margins
3) If you are a large, established home automation system provider, you will be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents provide offensive and defensive opportunities and potential royalties versus other established competitors in the home automation space, including historically litigious competitors. Patents protecting electronic tamper resistance for electrical outlets, dimmable outlets, and outlets that control plugs individually will be of particular interest.
b.  EDGEhome’s market-tested, complete, turnkey, electrician installed, cost-effective, and extensible smart home system gives you an instant mid-tier offering that opens up the mass market and base-feature opportunity in new homes, without cannibalizing your established brand.
c.  EDGEhome can easily inter-operate with your existing systems and devices.
d.  EDGEhome’s energy monitoring and point-by-point control gives you the opportunity to get demand-response revenue from electric utilities, revenue from big-data, and California Title-24 compliance required for businesses, hotels, and industrial buildings.
4) If you are an established consumer electronics manufacturer who has not yet delivered a smart home / IoT system, you will be interested in EDGEhome’s IP because:
a.  EDGEhome’s patents give you offensive and defensive smart home / IoT capabilities to slow competitor actions, to deliver unique capabilities, to defend yourself against smart home competitors with a larger patent portfolio, and to generate revenue from royalties
b.  EDGEhome’s turnkey, complete, easy to use, and extensible system can jump-start your entry into the smart home / smart building market without having to develop the system and devices yourself
c.  EDGEhome’s modular transceiver allows you to quickly integrate your devices into the system
d.  EDGEhome’s temperature, energy usage, and voltage/current waveform sensors enable powerful use cases of safety & security and convenience when coupled with your existing devices
5) If you are an existing smart device provider, and you want to deploy a system or want to add smart lighting and electrical devices to your portfolio, you will be interested in EDGEhome because:
a.  EDGEhome’s smart lighting controls, smart switches, and smart outlets allow you to quickly deploy a powerful, energy monitoring, extensible, desirable, and cost effective lighting/outlet system which puts powerful sensors in each device. With EDGEhome’s modular wireless protocol support, you can easily support your protocol in EDGEhome’s devices or use EDGEhome’s protocol
b.  EDGEhome’s patents give you offensive and defensive capabilities to protect unique competitive advantages including electronic tamper resistant outlets which provide tamper resistance required by the national electric code in a smaller and less expensive package than can be achieved through mechanical means, and allows your to provide one-of-a-kind capabilities like dimmable electrical outlets or smart control of devices plugged in out outlets.
c.  EDGEhome’s point-by-point control and real-time electrical monitoring capability in each device enable valuable and powerful consumer value propositions to satisfy California Title-24 for hotels and businesses, to enable revenue from electrical utilities for demand-response capability, and the opportunity for rebates from electrical utilities due to EDGEhome’s energy reduction capabilities.
d.  EDGEhome’s room temperature monitoring capability in every smart outlet and smart switch enable an in-building temperature profile and thermostat capabilities which are unmatched by any competitors.
6) If you are a smart thermostat provider, or you are a legacy thermostat provider who wants to create a smart thermostat offering, you will be interested in EDGEhome’s IP because:
a.  EDGEhome’s smart outlets and switches each monitor room temperature in real-time, throughout a house or building. This enables thermostat and climate control capabilities which are unmatched by any competitor.
b.  EDGEhome’s patents include a pending patent that allows distributed temperature sensors to be used along with a temperature-compensation routine that subtracts out self-generated device heat to provide accurate temperature profile throughout a building.
c.  EDGEhome’s turnkey, easy to use, and extensible system and user interface was designed to support low cost, powerful, and intuitive temperature reporting and thermostat capability that can be linked with lighting and electrical control. This along with EDGEhome’s secure, modular, and low cost wireless protocol allows you to quickly deploy a smart thermostat to the market quickly and efficiently.
The Bidding Process for Interested Buyer

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 Green Edge 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 Green Edge, 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 Green Edge 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 Green Edge Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, July 31, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Green Edge office, located at 15333 Avenue of Science, Suite 110, San Diego, CA 92128. Please also email steve@gerbsmanpartners.comwith 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 where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (the refundable deposit will be held in Green Edge’s legal counsel trust account.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

Green Edge reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the 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.

Green Edge will require the successful bidder to close within a 7 day period. Any or all of the assets of Green Edge 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 Green Edge Assets shall be the sole responsibility of the successful bidder and shall be paid Green Edge at the closing of each transaction. For additional information, please see below and/or contact:

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

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San Francisco, October, 2013
Successful “Date Certain M&A” of a Software-as-a-Service (SaaS) provider of digital marketing suites company, its Assets and Intellectual Property.
Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty and James Skelton, members of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for a venture capital backed, Software-as-a-Service (SaaS) provider of digital marketing suites company, its Assets and Intellectual Property.

Gerbsman Partners provided Crisis Management and Investment Banking leadership, facilitated the sale of the business unit’s assets and its associated Intellectual Property. Due to market conditions, the board of directors made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

1.  Crisis Management and technology/digital marketing domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
2.  Proven domain expertise in maximizing the value of the business unit and Intellectual Property through a Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
3.  The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management, Advisors and the Receiver;
4.  Communicate with the Board of Directors, senior management, senior lender, creditors, vendors and all stakeholders in interest.
About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 79 Technology, Life Science, Medical Device, Solar and Digital Marketing companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

Gerbsman Partners has offices and strategic alliances in San Francisco, Boston, New York, Washington, DC, McLean, VA, Europe and Israel.

GERBSMAN PARTNERS
Phone: +1.415.456.0628, Cell: +1 415 505 4991
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com

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emphasys-logoEmphasys Medical Inc., a Redwood City, Calif.-based medical device company focused on emphysema, has retained Gerbsman Partners to find a strategic buyer, according to VentureWire. The company canceled an IPO last spring, and before that had raised around $80 million in VC funding. Shareholders include Advanced Technology Ventures (17.8%), Morgenthaler Ventures (13.8%), St. Paul Venture Capital (11.5%) OrbiMed Advisors (13.7%), ABS Ventures (10%), Morgan Stanley Venture Partners (7.4%), Cargill Ventures (6.1%) and Neww Enterprise Associates. www.emphasysmedical.com

Links: peHUB, Biospace, DOW Jones,

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Venture companies explore new demands with unusual technologies and services. However at present, consumption grows at a sluggish pace under a stagnant economy due to the high cost of raw materials and the subprime loan issue. Under this circumstance, many venture companies do not have reliable asset resources and a firm business infrastructure. Small companies are struggling to raise funds under a tough environment.

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Many members of the Web 2.0 generation of internet companies have so far produced little in the way of revenue, despite bringing about some significant changes in online behaviour, according to some of the entrepreneurs and financiers behind the movement.

The shortage of revenue among social networks, blogs and other “social media” sites that put user-generated content and communications at their core has persisted despite more than four years of experimentation aimed at turning such sites into money-makers. Together with the US economic downturn and a shortage of initial public offerings, the failure has damped the mood in internet start-up circles.

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Steven R. Gerbsman, Principal of Gerbsman Partners and James McHugh, a member of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for a medical device company that focuses on flexible endoscopic technologies that enable surgical procedures through the body’s natural openings.

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