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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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