Exhibit
99.1
BILL OF SALE, ASSIGNMENT, ACCEPTANCE
AND ASSUMPTION AGREEMENT
This BILL OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT,
made,
executed and entered into as of December 29, 2006, by and among
Technology
Funding Partners III Liquidating Trust (the "Assignor" or the
"Trust") and
Technology Funding Ltd., (the "Assignee") or its nominees,
including but
not limited to Technology Funding Group, LLC and/or Dakota
Equities, LLC.
R E C I T A L S
WHEREAS, the Liquidating Trust Agreement requires the Trustee, in
its sole
discretion, to liquidate the assets of the Trust as promptly as
possible
consistent with obtaining fair value for such assets; and
WHEREAS, the Trustee is hereby authorized to cause the Trust to
sell or
distribute assets to the Trustee or associated entity but only
in
accordance with Section 3.6 of the Liquidating Trust Agreement;
and
WHEREAS, pursuant to Section 3.6, the Trustee accepted a bona fide
third-party
bid on October 26, 2006, from Industry Ventures Acquisition Fund
II
(Aperture), L.P. ("IVAF") and Industry Ventures Fund IV, L.P.
("IVF") for the
acquisition and transfer of most of the Trust's remaining
portfolio
securities, excluding holdings in the following companies and
venture capital
limited partnerships:
CareCentric
Solutions, Inc.
Dakota Arms,
Inc.
Dakota Holdings,
LLC
Impres Medical,
Inc.
Triangle
Biomedical Sciences, Inc.
Batterson,
Johnson and Wang Limited Partnership
Columbine
Venture Fund II, L.P.
Delphi Ventures,
L.P.
Medical Science
Partners, L.P.
O, W&W
Pacrim Investments Limited
Trinity Ventures
IV, L.P.; and
WHEREAS, pursuant to Section 3.6, in the event that no bona fide
offers are
received after sixty (60) days of a thorough and diligent marketing
effort
commencing with the decision to liquidate the Partnership's assets,
the
Trustee or an associated entity may purchase the assets at a price
no less
than the current Fair Value; and
WHEREAS, an independent third-party investment bank, Burnham
Securities
Inc., did conduct such a thorough and diligent marketing effort and
has
been unable to identify any buyers for the remaining assets.
WHEREAS, pursuant to Section 3.6, the Managing General Partners
have
periodically updated and revised the Fair Value of each holding in
order
to reflect new events, changing market conditions, more
exper
