Replies to post #414985 on NorthWest Biotherapeutics Inc (NWBO)

[biosectinvestor]

That is completely consistent with my view as well. The contracts survive. I have seen mergers where a party will explicitly request that contracts with a third-party be terminated, by explicit agreement, prior to a merger, and that might likely create news, IMHO.

[Poor Man -]

All contracts have assignment and change of ownership clauses. It was likely that NWBO had the right to terminate at its discretion — perhaps with some carve outs — not CRL, at least not w/o LDs.

It’s also very possible that Toucan remained on Cognate’s board even after the management buyout, and had some say during the negotiations for the sale.

My guess is this issue was nailed down well prior to closing.

[Gus McCrae]

If NWBO's manufacturing agreements with Cognate were still in place when CRL acquired them, then yes, those contracts went with the business or were otherwise assumed.

However, the absence of the Cognate manufacturing agreements in the exhibit index of NWBO's last Form 10-K, the 2020 risk factor disclosure saying they would need to enter into new manufacturing agreements with Cognate and the Company's statement in the 2021 10-K that it intends to manufacture DCVAX-L at Sawston for the "U.K. and other regions," along with the total absence of any reference to Cognate/CRL manufacturing DCVAX-L going forward (which was a major departure from the last 5 years (at least) of 10-K disclosures) makes me confident that those agreements have been terminated.

I've already addressed the Cognate/CRL manufacturing agreements in other posts. If the contracts still exist, then they should have been included in the 10-K index, unless NWBO no longer considers them material. I don't know how they could no longer be considered material, but I also don't know how they could say what they said in the last 10-K risk factors, or how they have not updated their risk factors (as required when risks change either for the better or the worse) through the last 10-Q, knowing what they know about the trial results. So, who knows what is going on with the manufacturing agreements. Their disclosures are so terrible, vague and, in my opinion, misleading (intentionally or unintentionally), that it is impossible to decipher what is actually going on.

[exwannabe]

They had no contract with Cognate for DCVax-L at time of the CRL merger.

All they paid for when they negotiated a settlement with Cognate over unpaid bills was for Direct manufacturing, which was a total waste.