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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

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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

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SALE OF PROMED, INC.

Gerbsman Partners has been retained by Promed, Inc. to solicit interest for the acquisition of all, or substantially all of, Promed’s assets. (see detail sales letter attached)

Headquartered in Santa Clara, California, Promed is a medical device company that has developed an innovative, next generation solution to large bore femoral closure. Founded in June 2007 as a start up incubator, Promed has raised $17.9M in venture capital financing from Latterell Venture Partners and De Novo Ventures.

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 (as defined herein) 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 expressed 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 Confidential Disclosure Agreement attached hereto as Appendix A.

COMPANY PROFILE

Promed Inc., a Santa Clara California based medical device company is developing a novel large bore femoral closure device to address the nearly 10% vascular complication rate associated with femoral punctures above 14F.

Founded in June 2007 as a start up incubator, Promed has raised $17.9M in venture capital financing from Latterell Venture Partners and De Novo Ventures.

Promed has developed a novel technology platform to immediately close large hole punctures. The vessel closure device (VCD), is delivered through the procedural sheath at the end of the interventional procedure. In doing so the procedure doesn’t change from standard practice and the risk of infection is greatly reduced.

Current closure methods require a vascular surgeon to cut down to the artery and then surgically repair the artery. This is obviously very expensive and time consuming.

Another option is to “pre-close” using the Perclose (Abbott) device. This requires the use of two devices to place suture prior to beginning the interventional procedure, the sutures must then be managed throughout the procedure, complicating the procedure and increasing the chances of infection.

Promed has developed a simple, easy to use device to effectively post close the puncture similar to the way small hole closure is currently performed.

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

1.  Promed’s patent portfolio of 8 issued US patents, 6 pending US applications, 4 issued international patents, and 7 international patent applications allows for broad coverage in the vascular closure space.
2.  Promed has early clinical data proving the safety and efficacy of the vascular closure device.
3.  Two year follow up in patients having been implanted with the Promed VCD show excellent results with no migration or fracturing of the implant.

Impact of Technology on the Market
Promed believes that its novel VCD offers several advantages over currently marketed closure devices or vascular surgery. The post procedure through the sheath closure technology provides a simple, effective means of managing large hole in the femoral/iliac arteries.

Promed’s novel bio absorbable polymer covered scaffold provides a secure means of closing arterial punctures up to 24F. Acquiring access to Promed’s intellectual property is critical for any company that must be on the leading edge of the femoral closure market.

Current methods for large bore femoral closure include having a vascular surgeon cut down to the artery and then surgically repair the artery resulting in significant pain for the patient and cost to the hospital The only other closure device available for large bore closure is the Perclose device (Abbott). The technique for using the Perclose device requires two devices placed at the beginning of the procedure and require the physician to manage four sutures during the procedure, this could result in a higher risk of infection.

Promed’s VCD is a post procedure closure device that provides immediate hemostasis of the femoral artery.

Intellectual Property Summary

Promed believes it has a unique intellectual property portfolio for vascular closure. At present, Promed has 8 issued US patents, 6 pending U.S. patent applications, 4 allowed international patents, and 7 pending international patent applications, each as more specifically described in Appendix C. The portfolio represents a broad array of strategic variables including:

Specific claims regarding closing an arterial puncture using a polymer covered scaffold;
Multiple embodiments of delivery system technology that allows for accurate placement of a VCD;
Unique delivery system that simplifies the location and delivery of the VCD;

Promed’s Assets

Promed has developed a technology portfolio that delivers a product platform for closing large bore punctures. These assets fall into a variety of categories, including:

· Patents, patent applications

· Unique and clinically relevant patient data

· Next generation product designs

· Product cost reduction designs

· Intellectual capital and expertise

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

Management

Richard Ginn – Founder & CEO: Prior to Promed Richard was a co- founder of MTG, a medical device incubator. While at MTG he invented the StarClose (Abbott) and ExoSeal (Cordis) femoral closure devices. Prior to MTG Richard has held management and technical positions at Cardiothoracic Systems, ArthroCare, Cardiovascular Imaging Systems, and Advanced Cardiovascular Systems. Richard is a named inventor on more than 200 US patents.

Board of Directors

Rich Ferrari: DeNovo Ventures
Peter Fitzgerald: Latterell Ventures
Richard Ginn: Founder & CEO
Steve Salmon: Latterell Ventures

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 5:00pm Central Daylight Time (the “Bid Deadline”) at Gerbsman Partners office. 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 $200,000 (wire transfer information will be forwarded at a later date). The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by Promed counsel. 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 Promed 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

Read Full Post »

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

Further to Gerbsman Partners previous sales letter of January 4, 2017 and 2 “ Updates” regarding the sale of certain assets of Igenica Biotheraperutics, Inc. (“Igenica”), I am attaching, Exhibit A, CDA, the Igenica “Asset List”, including the IP Patent portfolio summary, Igencia “Date Room Index” (outline for information available for due diligence) and a “Draft Asset Purchase Agreement (“APA”) for interested parties bidding on the assets and IP of Igenica.

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 Igenica, to solicit interest for the acquisition of part or substantially all of Igencia’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Igenica Assets”).

Any and all the assets of Igencia 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 February 14, 2017, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with Michael E. Tenta, Esq. at Cooley LLP. 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 650 843 5636 and mtenta@cooley.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 Igenica’s Assets has been supplied by Igenica. 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 Igencia’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Igenica 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 igenica and Gerbsman Partners. Without limiting the generality of the foregoing, Igenica and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Igenica 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 RGN 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 Igenica Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Monday, February 14, 2017 at 3:00pm Pacific Standard Time (the “Bid Deadline”) at Igenica’s office, located at 863A Mitten Road Set 100B2, Burlingame, California94010. 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 (payable Igenica Biotherapeutics, Inc.). The deposit should be wired to an escrow agent who will be outlined in the a later 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.

Igenica 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.

Igenica will require the successful bidder to close within a 7 day period. Any or all of the assets of Igenica 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 Igenica Assets shall be the sole responsibility of the successful bidder and shall be paid to Igenica 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

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gp_nl_headerSan Francisco, January, 2017
Successful “Date Certain M&A” of InterValve, Inc. its Assets and Intellectual Property – Gerbsman Partners, Financial Advisor
Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty and Dennis Sholl Members of Gerbsman Partners Board of Intellectual Capital announced today their success in maximizing stakeholder value for InterValve, Inc. InterValve, Inc. has developed and commercialized a proprietary aortic valvuloplasty balloon that improves the clinical outcomes and has also prototyped and patented enhancements to the balloon platform that extends its design to other Structural Heart valve applications.

Gerbsman Partners provided Financial Advisory leadership to InterValve, Inc., through its proprietary Date Certain M&A Process, facilitated the sale of the business unit’s assets and its associated Intellectual Property and closing of the sale. Due to market conditions, the board of directors of InterValve, Inc. made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

  1.  Business Consulting and Investment Banking 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, the Senior Lender, Management and Advisors;
  4. Communications with the Board of Directors, Senior Management, the 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 97 Technology, Medical Device, Life Science, Solar, Fuel Cell, Cyber 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, Orange County, 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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gp_nl_footer

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

Further to Gerbsman Partners sales letter of January 4, 2017 regarding the sale of certain assets of Igenica Biotheraperutics, Inc. (“Igenica”), I am attaching updated information regarding part of the Intellectual Property of Igenica (Cancer Cell – CD98–Mediated Adhesive Signaling Enables the Establishment and Propagation of Acute Myelogenous Leukemia), Exhibit A, CDA and the IP Patent portfolio summary for interested parties bidding on the assets and IP of Igenica.

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 Igenica, to solicit interest for the acquisition of part or substantially all of Igencia’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Igenica Assets”).

Any and all the assets of Igencia 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 Igenica’s Assets has been supplied by Igenica. 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 Igencia’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Igenica 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 igenica and Gerbsman Partners. Without limiting the generality of the foregoing, Igenica and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Igenica 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 RGN 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 Igenica Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Monday, February 14, 2017 at 3:00pm Pacific Standard Time (the “Bid Deadline”) at Igenica’s office, located at 863A Mitten Road Set 100B2, Burlingame, California94010. 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 (payable Igenica Biotherapeutics, Inc.). The deposit should be wired to an escrow agent who will be outlined in the a later 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.

Igenica 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.

Igenica will require the successful bidder to close within a 7 day period. Any or all of the assets of Igenica 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 Igenica Assets shall be the sole responsibility of the successful bidder and shall be paid to Igenica 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

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SALE OF IGENICA, INC.
Gerbsman Partners has been retained by Igenica, Inc. to solicit interest for the acquisition of all, or substantially all, the assets of Igenica, Inc.

Igenica Biotherapeutics (Igenica) is a privately held biotechnology company located in Burlingame, California, founded in 2009. Igenica is harnessing the natural tumor microenvironment to deliver a pipeline of high-impact antibody-based cancer therapeutics.

The acquisition of Igenica enables immediate access to proprietary technology and preclinical drug candidates. To date, Igenica has raised six rounds of private financing totaling $83 million in venture capital funded by a premier team of life science investors including The Column Group, OrbiMed, 5AM Ventures and Third Rock Ventures.

Igenica Biotherapeutics has a patent portfolio that consists of twelve (12) families which include twenty-four (24) patent and provisional applications and seven (7) international PCT applications with the intent to protect the company’s antibody platform (so as to make sure this platform is different from the ADC Technology), ADC technology, preclinical and clinical assets.

Igenica has developed:
· A novel technology (sTAg) for Identifying overexpressed proteins on tumor cell surfaces
· A novel method (iTAb) to generate tumor antigen specific monoclonal antibodies
· A novel antibody dependent conjugation platform (SNAP) including a proprietary linker
· Several well characterized drug candidates that show promise in preclinical studies
· One clinical drug candidate, IGN523, which halted development post a phase I dose escalation trial due to lack of efficacy in AML. The company believes that IGN523 may show promise as a combination therapy or for an indication other than AML
· A large, pending patent estate which has ongoing prosecution, but no issued patents as of this date

Igenica has no recurring revenues, product or collaboration related. Its value lies in the preclinical and clinical assets produced by its underlying and proprietary 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 Igenica’s Assets has been supplied by Igenica. 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 Igenica, 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.
Igenica, 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 Igenica’s or Gerbsman Partners’ negligence or otherwise.

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

Historical Company Information

Igenica’s foundational vision was to build a biopharmaceutical company with a complete suite of technologies supporting the discovery of antibody-based therapeutics. Our rigorous approach to target discovery and antibody development considers patient profile, tissue expression, the tumor micro-environment and antibody function as primary factors.

Our target discovery platform, sTAg (surface Tagged Antigen), systematically profiles proteins found on the cell surface of primary tumors to identify antibody-accessible antigens as candidate targets. Tumor-specific surface proteins are identified and quantified by applying advanced mass spectrometry analysis.

To identify functional antibodies that are specific to target candidates, we developed a platform, iTAb (in vivo anti-Tumor Antibody), that generates diverse antibodies and screens Ab candidates in vivo, to select antibodies with the most potent anti-tumor activity. This platform has been applied to develop naked functional antibodies, including next-generation immune-oncology therapies for cancer.

Our proprietary site-specific ADC platform technology, SNAP, addresses the major limitations of current and competitive approaches by providing a simple, elegant, chemically-driven method for linking a functional Ab and small molecule cytotoxin. Our SNAP technology results in a highly flexible bi-functional linker that, by design, yields homogeneous ADCs armed with the optimal toxin payload. SNAP is also a highly flexible system that is amenable to any antibody, linker or toxin, and can tune the drug-to-antibody ratio (DAR) to specifically 2, 3, or 4, making it an ideal technology for internally and externally generated programs.

Igenica Company Profile

Igenica is focused on the discovery and development of immune-modulating antibodies and antibody-drug conjugates (ADCs) for the treatment of cancer. We are the only biotherapeutic company that fully powers the ADC development spectrum from a clinically relevant approach to target and functional antibody discovery to ADC creation, accelerating development and the delivery of effective therapies to patients.

Founded in 2009, Igenica is led by a proven team of leaders that have demonstrated success in antibody drug discovery, clinical development and commercialization. Based in Burlingame, Calif., we were well-funded by a premier team of life science investors including The Column Group, OrbiMed, 5AM Ventures and Third Rock Ventures.

Patent description

Igenica Biotherapeutics has a patent portfolio that consists of twelve (12) families which include twenty-four (24) patent and provisional applications and seven (7) international PCT applications with the intent to protect the companies’ platform, ADC technology, preclinical and clinical assets.

Impact of Technology on the Market and Why Igenica Assets are Attractive

We are focused on the development of innovative immunotherapies, functional antibodies directed to the tumor, and antibody-drug conjugates for the treatment of cancer. All of Igenica’s product candidates were discovered using our proprietary product engine.

· iTab platform generates high-affinity antibodies with broad epitope coverage and in vivo anti-tumor efficacy in preclinical models
· SNAP platform can provide homogeneous drug-to-antibody ratios (DARs) of 2, 3, or 4, is adaptable to all payload classes and reduces manufacturing risks of ADCs
· Igenica’s antibodies are of high affinity and cover various elements of immunotherapy
· Combination therapy with Igenica antibodies have the potential to significantly impact anticancer immunotherapy
· Igenica antibodies have been tested in preclinical efficacy models and/or cynomolgus monkeys for safety

Igenica’s Assets

· Intellectual Property
· Numerous preclinical studies demonstrating anti-tumor efficacy in various tumor models, safety and PK/PD assessments in non-human primates
· Procedures and methods for target identification, antibody generation and antibody drug conjugation chemistry

IGN523
Igenica developed IGN523 (anti-CD98) for the treatment of multiple hematologic and solid tumors. Expression of CD98 has been shown to be upregulated in a variety of hematologic malignancies, including AML, and in several types of solid tumors, particularly squamous cell carcinomas. Its elevated expression is correlated with poor prognosis and patient outcome. Previous studies have demonstrated that CD98 functions both in integrin signaling and amino acid transport processes, which support the proliferation, anchorage-independence, invasion, and metastasis of tumor cells (Cancer Cell 2016; 30(5): 792-805; Int. J. Cancer 2015; 137(3): 710-720).
· IGN523 is a high affinity antibody that works through multiple mechanisms of action potentially reducing the risk of developing treatment resistance
· IGN523 has been in a Phase 1 clinical trial in patients with relapsed or refractory acute myeloid leukemia (AML). The trial has been designed to assess the safety, pharmacokinetics, and clinical activity of IGN523
· Preclinical studies indicate that in addition to AML non-small lung cancer patients express high levels of CD98 and could benefit from IGN523 treatment
· Immunohistochemical staining reagents are available to be developed as a patient stratification tool
· IGN523 can be readily produced as master cell bank with contract manufacturer is available

IGN381
IGN381 forms the basis for an innovative approach to immunotherapy by targeting an immune checkpoint target called VISTA or c10orf54 that plays a complimentary role in the tumor micro-environment to other known immune checkpoints. Igenica developed an active antibody program and has humanized a lead candidate. We believe this program is well positioned to complement existing immunotherapy approaches.

· IGN381 is a high affinity mAb with data supporting immune checkpoint inhibition differentiation relative to lead competitor mAb
· Safety of IGN381 has been assessed alone and together with anti-PD1 antibody (pembrolizumab) in a PK/PD 6 weeks repeat-dose study in non-human primates
· Strong evidence of VISTA immune regulatory function in a non-redundant, MDSC-mediated immune regulatory axis
· Extensive expression profiling reveals that VISTA expression pattern is consistent with extensive role on MDSCs and unique among immune checkpoint regulators
· Increased expression in immune infiltrates within tumors may result in decreased overall survival of NSCLC patients
· Igenica has identified a putative heterophilic binding partner for VISTA
· Patent applications on these antibodies and other novel aspects of this program have been filed

IGN786
Discovered using Igenica’s sTAg protoemics technology, SAIL (c16orf54) has not been studied or described in humans previously. Given the expression profile of this target, IGN786 has the potential to be an exquisitely specific targeted therapy for multiple cancer indications with high unmet medical need, including follicular lymphoma, diffuse large B-cell lymphoma (DLBCL), acute myeloid leukemia (AML), chronic lymphocytic leukemia (CLL), multiple myeloma, and pancreatic cancer. Igenica developed IGN786 as an antibody-drug conjugate using Igenica’s proprietary ADC technology. Igenica has filed patent applications with claims protecting multiple unique aspects of this novel therapeutic agent (Blood Cancer J 2015; 5: e316).

· SAIL is a highly novel ADC target derived from a proteomics-based target discovery approach
· IGN786 leverages Igenica’s SNAP ADC technology to optimally target SAIL-expressing tumors
· Based on the expression profile of SAIL, IGN786 is being developed to address high unmet medical need in multiple hematologic and solid tumor indications
· IGN786 induces tumor regression in multiple AML xenograft models
· IGN786 displays a favorable toxicology profile in non-human primates (NOAEL of 20 mg/kg)

CD39
· Strong evidence CD39 immune regulatory function through purinergic signaling within the CD39/CD73/adenosine pathway
· CD39 expression profile reveals higher levels of expression in tumors, Tregs and myeloid cells within the TME relative to normal tissues
· 9-8B mAb is a high affinity anti-CD39 mAb with data supporting functional blocking of CD39 ATPase activity (Am J Trans Res 2015; 7(6): 1181-1188)
· 9-8B inhibits tumor growth through cell killing in vivo
· 9-8B mAb has been humanized in silico
· Patent applications have been filed on Igenica’s antibodies and methods of treatment

The assets of Igenica will be sold in whole or in part (collectively, the “Igenica Assets”). The sale of these assets is being conducted with the cooperation of Igenica. Igenica and its consultants will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership.
Igenica, Inc. Key Personnel
· Edward van der Horst — Senior Director Preclinical Drug Development: Edward van der Horst, Ph.D., joined Igenica in 2010 as director of preclinical development, bringing in-depth knowledge of oncology and 15 years of experience in the development of monoclonal antibody therapeutics, target discovery, selection and validation. His contributions and discoveries have led to the development and clinical evaluation of anti-DLL4 and anti-NOTCH2/3 antibodies at OncoMed Pharmaceuticals, Inc., the first clinical stage anti-HER3 antibody at U3 Pharma GmbH (acquired by Daiichi-Sankyo), and Igenica’s first IND filing. Dr. van der Horst studied chemistry at the Heinrich-Heine University, Düsseldorf and the Ludwig-Maximilian University of Munich. For his master’s thesis he conducted research at the Max-Planck Institute of Neurobiology, Munich and holds a Ph.D. in biochemistry from the Max-Planck Institute of Biochemistry, Munich. Dr. van der Horst completed his postdoctoral studies at Tularik, Inc., acquired by Amgen, Inc. in 2004.

· Hans van Houte — CFO: Hans van Houte joined Igenica in 2011 and brings broad financial and operational experience with biotechnology companies. Prior to Igenica, Mr. van Houte served in senior financial roles, including vice president, finance and administration for Trubion Pharmaceuticals, where he led the company’s private financing efforts and managing its IPO preparation. Prior to Trubion, Mr. van Houte was the controller, assistant treasurer and principal accounting officer for Vertex Pharmaceuticals, where he helped build the organization post-IPO to support growth from a $100 million company to a multibillion market cap. Mr. van Houte holds a B.S. in finance and management from Babson College.

Igenica, Inc. Board of Directors
David Goeddel, PhD: Chairman of the Board, Managing Partner, The Column Group.
Mark Goldsmith, MD, PhD: Partner, Third Rock Ventures.
John Diekman, PhD: Founding Partner 5AM Ventures.
Robert Schreiber, PhD: Igenica Co-founder, Alumni endowed Professor of pathology and immunology, Professor of molecular microbiology, co-leader of the tumor immunology program for the Siteman Comprehensive Cancer Center at Washington University School of Medicine and founding Director of the Washington University center for human immunology and immunotherapy programs. Schreiber played a key role in developing the iTAb platform and is an acknowledged leader in the field of cancer immunology and immunotherapy.
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 Igenica 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 Igenica, 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 Igenica 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 Igenica Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Tuesday, February 14, 2017 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Igenica’s office, located at 863A Mitten Road Ste. 100B2, Burlingame, California 94010. 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 Igenica fixed asset list may not be complete and Bidders interested in the Igenica’s 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 Igenica, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.

Igenica reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale. Interested parties should understand that it is expected that the highest bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

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

Read Full Post »

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