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

Further to Gerbsman Partners (http://gerbsmanpartners.com)sales letter of July 5, 2017, regarding the sale of certain assets of Gamma Medica, Inc. , (“Gamma Medica”), I am attaching the Asset Purchase Agreement “APA” and Bill of Sale and Assignment and Wire Transfer information (below).

Please be advised that the Gamma Medica Assets are being offered for sale by HercGamma, Inc., a Delaware Corporation, (”HercGamma”) and an affiliate of Hercules Capital, Inc., Gamma’s Senior Secured Party.  HercGamma has acquired title to such assets pursuant to Section 9-610 of the Uniform Commercial Code.  Purchasers of the Gamma Medica Assets will receive all of HercGamma’s right, title, and interest in the purchased portion of  Gamma Medica’s assets, as provided in the Uniform Commercial Code.

Ken 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”.

The sale is being conducted by Hercules for the benefit of HercGamma.  Hercules will use best efforts to make select Gamma Medica’s employees available to assist purchasers with due diligence and to assist with a prompt and efficient transition at a mutually convenient time.  Presently, all of Gamma Medica’s employee’s have been terminated; key employees have been retained as consultants.

Any and all the assets of Gamma Medica 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 August 7, 2017, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with Barry M. Schwartz, Esq., counsel to Hercules (HercGamma).  He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Barry is available at 201 525 6204 and at bschwartz@coleschotz.com 

 

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 Gamma Medica 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 Hercules, HercGamma or GerbsmanPartners, 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 Hercules, HercGamma 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 Gamma Medica Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Wednesday, August 7, 2017, 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 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 (this will be wired to Hercules counsel trust account). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Hercules reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

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

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Sale of Gamma Medica, Inc.

 

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by Hercules Capital, Inc. (“Hercules”), the senior secured lender to Gamma Medica, Inc. (“Gamma Medica” or”GMI”), http://gammamedica.com  to solicit interest for the acquisition of all or substantially all of Gamma Medica’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Gamma Medica Assets”).

Please be advised that the Gamma Medica Assets are being offered for sale by HercGamma, Inc., a Delaware Corporation, (”HercGamma”) and an affiliate of Hercules Capital, Inc., Gamma’s Senior Secured Party.  HercGamma has acquired title to such assets pursuant to Section 9-610 of the Uniform Commercial Code.  Purchasers of the Gamma Medica Assets will receive all of HercGamma’s right, title, and interest in the purchased portion of  Gamma Medica’s assets, as provided in the Uniform Commercial Code.

Please see the attached for additional detail information regarding the Sale of Gamma Medical, Inc.’s Assets and IP.  (detail information summary, teaser, patent listing, trademark listing and mutual NDA).
The sale is being conducted by Hercules for the benefit of HercGamma.  Hercules will use its best efforts to make Gamma Medica’s employees available to assist purchasers with due diligence and assist with a prompt and efficient transition at a mutually convenient time.  Presently, all of Gamma Medica’s employee’s have been terminated; key employees have been retained as consultants.

Gamma Medica is headquartered at 12 Manor Parkway, Salem, New Hampshire. To date, $34 million of capital has been invested in the company by Psilos Group and senior debt, by Hercules Capital. Hercules Capital has approximately  $ 1.8 million of senior debt, plus other expenses, (including without limitation late fee’s and costs of professionals).

Gamma Medica Company Profile

Gamma Medica, Inc. (‘GMI”) was founded in 2013 following the acquisition of the intellectual property and commercial assets by Psilos Group, who currently owns 100% of the equity.

GMI pioneered the development and commercialization of the first fully digital, dual headed Molecular Breast Imaging (“MBI”) system. MBI overcomes the inherent limitations of anatomical-based imaging technology such as Mammography (MM), Tomosynthesis(Tomo), Ultrasound (US) and Automated Breast Ultrasound (ABUS) in women with dense breast tissue. 

  1.  LumaGEM® MBI is indicated for secondary screening or diagnostic imaging for women who have dense breast tissue. Over 45% of all women present radiologists with a diagnostic challenge since standard mammography or tomosynthesis cannot discern tissue density from cancerous lesions due to the appearance of the lesions as white on a white background if fibrous tissue is present.  Quoting from published peer reviewed clinical papers, mammography only detects 3/1000, however, when MBI is used as a secondary screening device a further 9/1000 are detected. Ultrasound, when used in a similar protocol, only finds 3/1000.  LumaGEM® is a breakthrough technology for women who are at risk and/or dense breast tissue.
  2.  LumaGEM® can be easily incorporated into a busy clinical practice, the patient experience is far superior to mammography since no breast compression is required, a frequent complaint and a compliance problem.  The procedure is fully reimbursed (CMS) at 3.5x that of mammography. It is covered by the majority of commercial payers too.
  3.  MBI, through published prospective and blinded studies, have proven to detect cancer with superior technical and clinical performance, delivering unsurpassed sensitivity (91%) and specificity (93%).  To put into perspective, MRI only delivers 75% specificity. Further, the Negative Predictive Value of MBI is 99.7%, providing unsurpassed clinical assurance.
  4.  The Mayo Clinic, a licensor to GMI, as published widely, is currently a user of the technology (placement of 5 cameras), has proven to reduce unwanted biopsies (false positives) by 50%. LumaGEM® MBI is FDA approved, reimbursed (CPT Code 78800) and the company has placed 22 units in the USA to date. In the next 12 months, the company had anticipated to sell a further 20 units and with a pipeline of a further 200 accounts.  With the recent decision by the America College of Radiology to publish practice guidelines for the use of MBI, this will further enhance the commercial opportunity. In addition, 32 States have now issued the Dense Notification Law that requires all providers to issue letters of recommendation for women who have dense breast tissue. This will further raise awareness and demand for MBI to be used a secondary screening and diagnostic tool.
  5.  Economically, MBI strikes a strong proposition for the Affordable Care Act’s Triple Aim; MBI provides a compelling reason to adopt the technology as it provides strong economics, improved clinical outcomes and high patient satisfaction.
  6.  LumaGEM® MBI has a CE mark and marketing has commenced in the EU market. The company has one distributor contract in the UK and Ireland and is engaged with a number of other parties in Europe too. It has also Saudi Arabian approval and anticipating Canadian approval in Q3 2017.
  7.  LumaGEM® MBI is disruptive technology that will transform breast imaging. It has superior performance to standard secondary screening and diagnostic modalities in use today and is by far a lower cost, more accurate diagnostic tool compared to the “gold standard” of MRI perceived today.

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 Gamma Medica Assets has been supplied by Gamma Medica. It has not been independently investigated or verified by Gerbsman Partners, Hercules, HercGamma or their respective agents.


Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners and Hercules (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, Hercules, HercGamma 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 Gamma Medica’s or Gerbsman Partners’, Herucles’ negligence or otherwise.

Any sale of the Gamma Medica 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 Gamma Medica, Gerbsman Partners, HercGamma and Hercules. Without limiting the generality of the foregoing, Gamma Medica, Gerbsman Partners, HercGamma, Hercules and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Gamma Medica 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’ or Hercules’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

 

Hercules believes that Gamma Medica’s assets are attractive for a number of reasons:

Disruptive patented technology that delivers unsurpassed cancer detection rates, 91% sensitivity, 93% specificity, 99.7% negative predictive value and reduces biopsy rates due to false positives by 50%

Strong patent portfolio that includes (i) perpetual license agreements from the Mayo Clinic, Rochester, MN, (ii) GMI’s own strong portfolio, (iii) unique ASICS designed direct digital gamma technology.

Technology detects 9/1000 additional cancers in dense breast tissue women when used as a secondary screening device. Compare to Hologic’s new tomosynthesis device which yields <1/1000; they have an installed base of >4,000 machines over the last 4 years.

Delivers 1.6mm spatial resolution compared to the only other competitive (dual headed breast designated camera) GE HC at 2.5mm. This enables the technology to identify lesions 4mm in highly dense breast tissue. The CZT camera is the most sensitive on the market.

Due to the current IP and the in house knowledge, the risks of replicating are minimal.

Technology has application in other fields – superior SPECT camera to GE’s new platform.

Access to strong management team and trained sales force (7 direct) with extensive market and specific modality experience and expertise were involved with GammaMedica and are available to interview in due diligence.

USA installed base of 22 units, forecasted sale R12 a further 20 units, a pipeline of accounts of >200. Proven to be easily incorporated into clinical workflow and clinical adoption is seamless.

Reference account include Mayo Clinic (Rochester (MN), Jacksonville (FL), Phoenix (AZ); Einstein Medical Center (PA); Henry Ford (MI), Scripps (CA) to name a few.

Established supply chain, in house validated manufacturing camera capability.

FDA and CE market approved. Saudi Arabian approved. Canada – Q3 2017.

Reimbursed (CMS) CPT 78800 at global average rate $330; commercial coverage also established.

Potential to deliver cash flow positive by end 2019 by implementing the company’s business plan.

Planned and contracted (volume dependent)  COG’s reduction to yield 60% GP by 2020.

Turn-key operational handover.

Impact of Technology on the Market

With over 40,000 annual deaths due to breast cancer each year in the USA, there is clearly an unmet need. The current modalities in use today were discovered decades ago with no significant technology breakthrough since. The closest to an improvement has been the introduction of “3D” mammography (or Tomosynthesis) and Automatic breast ultrasound. Neither have yielded a significant increase in detection for women with dense breast tissue. Over 45% of Caucasian and over 65% of Asian women have dense breast tissue. Women with dense breast tissue are 3-5x more likely to develop breast cancer than non-dense breast women.

Breast cancer deaths are preventable if you deploy the appropriate personalized screening protocols and modalities. The current modalities deployed are not adequate. We now have published data from leading CoE’s that supportthis position.

GMI believes their MBI will be the standard of care for women at risk not only in the USA but other developed healthcare markets. The recent decision by the American College of Radiology to published practice guidelines, authenticates this position. This is what the radiologists have been waiting for.

GE is the only other competitor in the market. They have a repurposed cardiac imaging camera and delivers inferior performance to LumaGEM®.

Gamma Medica’s Assets

Gamma Medica has developed a portfolio of assets and intellectual property that fall into the following categories:

Patents, Patent Applications and Trademarks- integrated process

Service contracts on new placements

A $200K AR for a unit to be delivered to a site

Market equity – we have created the dense breast market and associated stake in as a leader in the field

Websites

Parts inventory

Tools and machinery

Manufacturing, Design and Calibration Equipment

FDA,CE and Saudi Approval

USA distributorship (3)

UK and Ireland Distributorship

The assets of Gamma Medica will be sold in whole or in part (collectively, the “GammaMedica ” assets). The sale of these assets is being conducted with the cooperation of Hercules and Gamma Medica previous management. Gamma Medica’s previous employees (consultants and interested previous employee’s) will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Gamma Medica should not be contacted directly without the prior consent of Gerbsman Partners.

Personnel – as of 6.16.17, all personnel were terminated as part of a companywide reduction in force.  However, the following people have been retained by Hercules to act as advisors to interested parties as part of the sales process. Other key management personnel can also be contracted to assist as required.

 

Philip Croxford — Gamma Medica’s former President & CEO

Angie Dube — Gamma Medica’s former SeniorAccounting Manager

Steve Dallas – Gamma Medica’s formerVP Operations

 

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 Gamma Medica 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 Hercules, HercGamma or GerbsmanPartners, 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 Hercules, HercGamma 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 Gamma Medica Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Wednesday, August 7, 2017, 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 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 (this will be wired to Hercules counsel trust account and the specific wire transfer information will be supplied at a later date). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Hercules reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

 

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

 

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NOTICE OF PUBLIC AUCTION

By public auction (the“Auction”) to be held on Friday, June 30,2017

at 2 P.M. Eastern, via telephone conference call, Hercules Capital, Inc.,

as agent (“Agent”) for Secured Party will sell or otherwise dispose of

substantially all of the assets (the “Collateral”) of Gamma Medica, Inc.,

a Delaware corporation (the “Debtor”) to one or more Pre-Qualified

Bidders (defined below).

Agent reserves the right to credit bid for the Collateral.The aggregate

amount of principal, interest, legal fees, costs and expenses due from

Debtor as of June 16,2017,is $1,836,866.38.

To be deemed a “Pre-Qualified Bidder”, interested parties are

required to deliver to Agent’s counsel, not less than 72 hours prior to

the commencement of the Auction: (1) a letter of representation from

a U.S. attorney; (2) a standby letter of credit for not less than $250,000

OR a wire transfer of $250,000 in immediately available funds to the

Cole Schotz P.C. Attorney Trust Account (with wire instructions to be

provided upon request);(3) adequate assurance of the ability to close on

the purchase of Collateral, including (i) information about the bidder’s

financial condition such as federal tax returns for not less than two (2)

years, a current financial statement, and/or bank account statements,

(ii) information demonstrating (in the Agent’s reasonable business

judgment) that the bidder has the financial capacity to purchase some

or all of the Collateral at the Auction, and (iii) evidence that the bidder

has obtained authorization or approval from its board of directors (or

comparable governing body) with respect to its participation in the

Auction and purchase of Collateral; (4) full disclosure of the identity of

the bidder (including without limitation all affiliates, equity sources

or other parties that will be associated with such bid or will otherwise

participate in connection with such bid, and the complete terms of any

such participation);and (5) an executed non-disclosure agreement,in a

form available fromAgent’s Counsel,fromthe bidder.

Upon inquiry to Agent’s Counsel, each Pre-Qualified Bidder will be

provided with specific information pertaining totheCollateral.

The Agent hereby reserves the right to cancel,postpone or re-notice

the time, date and/or method of the Auction at any time. All inquiries

with respect to the Auction should be directed to Agent’s Counsel

Indicatedbelow.

ALL OF THE AGENT’S RIGHTS ARE EXPRESSLY RESERVED.

Date: June20,2017

Cole Schotz P.C.,Agent’s Counsel, Stuart Komrower, Esq., skomrower@

coleschotz.com,Cole Schotz P.C.,Court Plaza North,25Main Street,P.O.

Box 800,Hackensack,NewJersey 07602,(201) 489-3000

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Steven R. Gerbsman, Principal of Gerbsman Partners and Kenneth Hardesty, a member of Gerbsman Partners Board of Intellectual Capital announced today their success in maximizing value for the assets and Intellectual Property of Igenica Inc.  Igenica Inc. focused on harnessing the natural tumor microenvironment to deliver a pipeline of high impact anti-body-based cancer therapeutics.

Gerbsman Partners provided Financial Advisory leadership to Igenica 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 igencia 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, Management and Advisors;
  4. Communications with the Board of Directors, senior management, senior lenders, 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 98 technology, medical device, life science, solar, fuel cell, cyber  security, consumer 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.

email – steve@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 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

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