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SALE OF POLYREMEDY, INC., dba Nuvesse Skin Therapies

Gerbsman Partners has been retained by Polyremedy, Inc., dba Nuvesse Skin Therapies (www.nuvesse.com) and ( www.nuvessemd.com ) to solicit interest for the acquisition of all, or substantially all, the assets of Polyremedy, Inc., dba, Nuvesse Skin Therapies, further referred to as “Nuvesse” or “The Company”.

Based in Castro Valley, CA and Folsom, CA, Nuvesse Skin Therapies, Inc. is a skin therapy technology company that employs its patented platform transdermal delivery technology across three skin therapy portfolios. The offerings consist of NuvesseMD Clinical Skin Therapy products for the aesthetic medical channel, Nuvesse Cellulation™ Skin Therapy for the consumer retail channel and the clinically proven NuvesseACNE Skin Therapy portfolio, currently in market research to determine the most lucrative go-to-market channel and strategy.

Founded in 2004 as Polyremedy Inc., all funds and operations were targeted at developing a unique wound dressing portfolio. In 2013 new management and additional funding backed a pivot to the skin care market based on the patented CellulationTM transdermal delivery technology that was developed out of R&D in the precursor wound dressing company. This unique platform technology is the basis for the exceptional efficacy of all of Nuvesse’s skin care serums.

The founding venture capitalist investors are not in a position to fund full commercialization of the Nuvesse portfolios. The original funds have been fully committed over the life of The Company and the focus of these funds has been life sciences as opposed to the new skin care direction of Nuvesse Skin Therapies.

The Company has had approximately $53.7 Million invested to date, with an initial $43M focused in the wound-healing technology. The majority shareholder venture firms are MedVenture Partners, Advanced Technology Ventures, FlyBridge Capital Partners and Delphi 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 Nuvesse assets has been supplied by Nuvesse. 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 Nuvesse, 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.

Nuvesse, 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 Nuvesse’s or Gerbsman Partners’ negligence or otherwise.

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

Nuvesse Skin Therapies History and Background

Researchers have long understood that the skin’s tough outer layer is a barrier to effective skin rejuvenation, often preventing beneficial ingredients from penetrating to the deeper layer of the skin, the epidermis, where they are needed most. Nuvesse Skin Therapies (“Nuvesse” or the “Company”) has developed an OTC acne therapy and two other anti-aging skin care portfolios based on the Company’s proprietary trans-dermal delivery system patented and trademarked as Cellulation™ Delivery Technology that facilitates skin-rejuvenating ingredients—including hyaluronic acid, multiple vitamins, such as vitamins A, B3, C and E, and antioxidants—in reaching the skin’s epidermal layers, deeper and faster than other known skin care products. The Cellulation formulated serums accomplish this without disrupting the stratum corneum and without going systemic. Nuvesse’s product formats currently include skin serums and serum-infused biocellulose masks.

The Company’s products, currently marketed and under development, are clinically proven in IRB studies in respected dermatology clinics, to effectively treat such issues as acne, environmentally impacted skin, aging skin, dry and dull skin, fine lines, wrinkles, puffy eyes, and dark circles. For the aesthetic medical market the Company also has a range of post-treatment products to calm, cool and soothe skin immediately after lasers and other aesthetic medical treatments.

Nuvesse was founded in 2004 as Polyremedy, Inc. (“Polyremedy”) a company that developed a proprietary wound-healing technology trademarked as the HealSmart Personalized Woundcare System (HealSmart™). In [2013], its board of directors decided that application of HealSmart to skin care had the potential to yield superior returns than those available in the wound-healing market.

The Company’s pivot to skin care launched its first skin care in mid-2014 into the aesthetic medical channel. The Company’s just-launched consumer retail portfolio is marketed under the Nuvesse brand and a different set of formulations is marketed in the aesthetic medical market under the NuvesseMD brand.

Nuvesse Skin Therapies believes its assets are attractive for a number of reasons:

· Nuvesse’s patented and trademarked platform transdermal delivery technology has been proven in-vitro, in-vivo, histologically and in two IRB multi-site clinical trials

· In vitro validation testing includes significant results in Franz Cell testing of over ten different molecules and in molecule sizes up to 800 kDa

· In vitro validation includes chemically tagged histology studies proving the crossing of the stratum corneum and residence in the epidermis with no crossing deeper across the dermal/epidermal junction

· In vivo validation includes controlled human tape-stripping studies performed by Zoe Draelos M.D. and assessed by an independent lab

· Most significant ACNE clinical studies include a three-site, IRB approved, double-blind, randomized and placebo controlled 97 patient trial with significant efficacy as measured by mean lesion counts and IGA scores

· Patents and Trademarks (see Appendix for details)

· Nuvesse’s technology is further protected and refined in a 23,000 sq. ft. leased vertically- integrated manufacturing, R&D and shipping facility which does not depend on any external contract manufacturing or formulating vendors

· The Company has approximately $644,000 in manufacturing and fill-finish fixed assets and leasehold improvements

· The NuvesseMD portfolio (www.nuvessemd.com) consists of serum-infused biocellulose masks and serum roller vials to treat six different skin care indications. These products are packaged for use in dermatology, plastic surgery and medspa locations as well as offered in retail packaging for sale to patients of those practices for home use.

· The NuvesseMD portfolio also offers four post-treatment masks to reduce swelling, burning and bruising after laser peels and other more invasive procedures performed in aesthetic medical offices.

· The NuvesseMD portfolio is currently commercial in over 100 plastic surgery, dermatology and medspa practices

· “Nuvesse” (www.nuvesse.com) the consumer retail branded portfolio consists of serum-infused masks and serum roller-vials targeted at four different skin care conditions and is presented in mask and roller-vial regimen kits as well as individual and trial packaging

· The “Nuvesse” retail portfolio employs a modified set of serum formulations that are designed for quicker results with a reduced 20-minute wear time to capture consumer loyalty with one application

· The “Nuvesse” retail consumer portfolio has just recently been launched on HSN by one of the nation’s top New York dermatologist and skin care author with little additional marketing to date

· The Company, has approximately $690,000 in raw materials, work-in-progress and finished goods inventory
Impact of CellulationTM Technology

Cellulation, the patented technology underlying all Nuvesse products, is derived from years of wound healing research. Cellulation works through a “dual-action” multi-pathway process.

First, proprietary formulations made with this technology create a polar attraction of the beneficial nutrients and ingredients in the serums to the polar-opposite nature of the immediate sub-surface known as the epidermis.

Second, Cellulation serum formulations super-hydrate multiple pathways (intra, inter, and follicular), facilitating this “active” transport of nutrients to occur in rapid fashion.
Numerous therapeutic ingredients—such as hyaluronic acid, vitamin C and other combinations designed to target specific skin concerns—can be delivered to the epi-dermis via these Cellulation technology based formulations and in many cases with larger molecules never before thought to be able to transit across the skin’s resistant surface layer. Generally the larger the molecule the longer the positive effect. Cellulation offers the following benefits as a delivery platform:

· Carry molecules as large as 900 Kilodaltons, which enhances efficacy of any therapy, as larger molecules last longer before epidermal enzymes break them down.

· Transit more than 15 key beneficial ingredients and combinations of ingredients that have been clinically tested and proven to cross the stratum corneum.

· Transport 26X the concentration of hyaluronic acid in one hour than any other published data has shown in 22 hours of application

· Reduce concentrations of ingredients applied to the skin’s surface while allowing very high concentration of these same ingredients to reach the sub-surface epidermis, allowing for less chance of irritation and while delivering improved efficacy.

Intellectual Property and Trademarks

Cellulation™ Technology is covered by one or more issued or pending patents in the United States and under The Patent Cooperation Treaty (PCT) internationally.
Currently we have following patents issued or in review:
1. U.S. Patent No. 9,035,122
2. International Patent Application No. 15/037312

3. U.S Patent application No. 14/696,643
4. U.S. Patent application No.61/939,791
Please see separate addendum with list of patents, patent applications and trademarks resulting from both the wound healing and Cellulation technology efforts

Manufacturing

The company operates a 23,132 square foot facility which complies with cGMP and Cal FDA standards with OTC option, as may be desired for the Acne. The location is leased through November 2017. The facility has been built-out with equipment and space necessary for production and warehousing of serum-infused masks and serum rollers as forecasted in the strategic plan. The site has two adjacent suites that the Company has first right of refusal to take on in the event that additional space is needed to support additional production, staff and/or warehousing in the event that the manufacturing capacity needs to grow beyond the strategic plan.

Management Team and Advisors
Management Team:
Dennis Condon – President & CEO
David Richard – Chief Operating Officer
Kimberlee Duval – CFO & VP Fin/Admin & Sales Operations
Susan Fisher – Director, Global Sales & Training

Board of Directors:
Charlie Liamos – Chairman (MedVenture Partners)
Chip Hazard – (FlyBridge Capital Partners)
Steve Shapiro – (Advanced Technology Ventures)
Kevin Barrett – Independent
Dennis Condon – President & CEO

Medical Advisory Board:

Dr. Philip Werschler – Spokane Dermatology Clinic and Werschler Aesthetics

Dr. Michael Gold – Gold Skin Care Center, Advanced Aesthetics Medical Spa, The Laser & Rejuvenation Center, and Tennessee Clinical Research center
Dr. Vic Narukar – Private practice and assistant clinical professor of dermatology at the University of California, Davis

The assets of Polyremedy, Inc., dba, Nuvesse Skin Therapies will be sold in whole or in part (collectively, the “Polyremedy, Inc., dba, Nuvesse Skin Therapies Assets”). The sale of these assets is being conducted with the cooperation of Polyremedy, Inc., dba, Nuvesse Skin Therapies. Polyremedy, Inc., dba, Nuvesse Skin Therapies and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Polyremedy, Inc., dba, Nuvesse Skin Therapies should not be contacted directly without the prior consent of Gerbsman Partners.
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 Uptake Medical Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of 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 Nuvesse Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 29, 2016, 3:00pm Pacific Standard Time (the “Bid Deadline”) at Nuvesse Skin Therapies, 20980 Redwood Road #100, Castro Valley, CA 94546. 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 Nuvesse Fixed Asset Schedule may not be complete and Bidders interested in the Manufacturing and/or Fill Finish Equipment 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 Nuvesse Skin Therapies). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Nuvesse reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

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

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

Steven R. Gerbsman
steve@gerbsmanpartners.com

Kenneth Hardesty
ken@gerbsmanpartners.com

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