NorthWest Biotherapeutics Inc (NWBO)

[Rkmatters]

Hi Doc,

Linda Powers kept her part of the agreement with Neil Woodford, she hired the firm. I don't think she wanted to, but she did so. My guess is Ondra Partners figured it out in the day of briefing (project kick-off), and NW Bio discovered it when Ondra Partners terminated the consulting agreement due to the potential conflict of interest. Ondra Partners may not have disclosed the Board relationship affiliation upfront, but it seems they figured it out in due process. At least that is the way I interpreted it when I reread the PR today.

I've stated it before, and I'll say it again, these innocent COI occur sometimes in Consulting. A decision is made at the time that they do, to either remove the COI party; end the relationship; or to continue as is, which essentially acknowledges and approves the conflict of interest. I do not fault LP for creating the impression that she ended the engagement, by adding a notation that NW Bio ceased all communication with Ondra Partners. But the truth is most of this iHub assumes it was NW Bio, but reality may prove to be different. A relationship agreement can only be terminated once, and as such, I'm inclined to believe that it was Ondra Partners that actually ended it. If I'm correct, Katherine Wolf exercised a choice to avoid further conflict. I have no doubts that LP would have terminated it had she not.

In review of that press release today if became apparent to me that NW Bio did not actually came out to say there was any misconduct. Instead I truly feel that the press release built the impression that misconduct occurred where there was none. Of course, it can debated that failure to disclose a conflict of interest qualifies as misconduct; but in the absence of definitive proof of wrongdoing, that's simply opinion based on one's point view of the situation. It was discovered early on into the assignment and the engagement ended. That's about all we know.

Here's the portion of the press release:

In regard to consulting arrangements, NW Bio has ceased working with Ondra Partners for several reasons. As part of the recent $30 million financing, NW Bio was required to engage Ondra (with fees starting at $150,000 per month) and NW Bio did so. The engagement agreement included confidentiality provisions and requirements. The first stage of working with Ondra involved numerous requests by Ondra for all of NW Bio's internal business information, including confidential business plans, strategies, un-redacted contracts, costs and pricing information, financial models and other information. It also involved a full day of briefings to several Ondra partners in NW Bio's offices about this confidential information, with extensive notes taken by the Ondra personnel.

NW Bio subsequently discovered that one of the Ondra partners who participated in the full day briefing in NW Bio's offices, taking extensive notes, and who pressed repeatedly for NW Bio's confidential business documents and information, is a Director on the Board of an Israeli company against which NW Bio's contract manufacturer has been in very intensive litigation in US Federal court for several years, for alleged extensive misappropriation of intellectual property of the manufacturer and its clients, including NW Bio. There was never any disclosure of this conflict of interest by Ondra Partners. NW Bio ceased all communications with Ondra Partners.

Following Neil Woodford's filing of Form 13D on November 24, Ondra Partners also notified NW Bio that it was terminating the engagement to avoid potential conflict of interest. NW Bio is actively seeking the return of all of its sensitive confidential business information, including the extensive notes taken by Ondra personnel in the day-long briefing session and all documents or derivative information produced in Ondra based on or containing NW Bio information. All of these documents and information are required to be returned to NW Bio under the confidentiality provisions of the engagement agreement.

Here, I'll break down why I see it as I do using only wording from the PR in quotes, with my thoughts beforehand:

"Following Neil Woodford's filing of Form 13D on November 24, Ondra Partners also notified NW Bio that it was terminating the engagement to avoid potential conflict of interest."

The "also" implies, an additional thing was done when NW filed the form 13D. In this case, Ondra Partners notified NW Bio that they were terminating the engagement to avoid potential conflict of interest. The potential conflict of interest as we all know is KW's board affiliation with:

"an Israeli company against which NW Bio's contract manufacturer has been in very intensive litigation in US Federal court for several years, for alleged extensive misappropriation of intellectual property of the manufacturer and its clients, including NW Bio."

At the time that Ondra Partners notified NW Bio that they were terminating the engagement, NW Bio "subsequently" learned:

" that one of the Ondra partners who participated in the full day briefing in NW Bio's offices, is a Director on the Board of an Israeli company against which NW Bio's contract manufacturer has been in very intensive litigation in US Federal court for several years

The Consulting Agreement included:

The engagement agreement included confidentiality provisions and requirements.

At the time the NDA was signed:

There was never any disclosure of this conflict of interest by Ondra Partners.

Clearly by the termination of the engagement, NW Bio learned there was a potential conflict of interest; as the termination was to "avoid" the said conflict. And as such:

NW Bio ceased all communications with Ondra Partners.

As part of the consulting agreement:

The engagement agreement included confidentiality provisions and requirements

One of which included, what is typically referred to as a project kick-off involves:

a full day of briefings to several Ondra partners in NW Bio's offices

Which is meant to discuss the very thing the confidential provision, which are signed, sets forth, at said project-kickoff:

confidential information

Within the full day briefing (project kick-off), NW Bio witnessed:

extensive notes taken by the Ondra personnel.

One of the first stage of working with Ondra Partners, involves the gathering of data for analysis. The material needed for analysis included:

NW Bio's internal business information, including confidential business plans, strategies, un-redacted contracts, costs and pricing information, financial models and other information.

The Statement of Work (SOWs) define the confidential provision and business information that should be supplied in order to complete the engagement. SOW are agreed to and signed by both parties, with the understanding that each party is responsible to uphold their end of the agreement according to a set timeline. Confidential information is asked for again in person, and as such, it would qualify to be defined as:

numerous requests by Ondra for all of NW Bio's internal business information

Because Ondra terminated the agreement:

NW Bio is actively seeking the return of all of its sensitive confidential business information

This includes:

all documents

And the start of any project deliverables, as described:

derivative information produced in Ondra based on or containing NW Bio information.

As per the terms of the termination of a Master Service Agreement:

All of these documents and information are required to be returned to NW Bio under the confidentiality provisions of the engagement agreement.

As for the suggestion of improper consulting engagement, that's NW Bio yet again being crafty with their words to build an impression of wrong-doing. NDA's were signed for a reason. It is standard practice to state in an Statement of Work (SOW) exactly what confidential material is needed to complete the project. Those would be the materials that they would repeatedly ask for; first in an SOW; and then again, in person, if it was not given near the start of the engagement. In fact, data collection and analysis is always at the beginning of the project. What NW Bio describes as confidential business information are the exact materials that a financial consulting engagement would ask for. A full day of briefing is what is typically called a project kick-off. Without confidential data collection and analysis, you can't have a project deliverable, ironically enough. Extensive note taking is the norm; and yet it is somehow interpreted by this iHub as inappropriate. But it just isn't.

The press release then went into another standard portion of the agreement, and that is the return of confidential material once the engagement was terminated. All standard stuff related to Master Consulting Agreements, if you ask me. It was just nice word play to create some dramatic effect, and taken out of context, in my opinion.