YT YouTube2Text

YouTube2Text → Transcripts → Elizabeth Holmes SEC Deposition JULY 11, 2017 3 OF 4 redacted

Elizabeth Holmes SEC Deposition JULY 11, 2017 3 OF 4 redacted — Transcript

by ANTL Media · 16,017 words · 2,622 segments · language en · Watch on YouTube

Open in transcriber Summarize with AI Download SRT/VTT

Full transcript

0:05we are back on the record at the
0:08beginning of media number three of
0:09Elizabeth Holmes the time is 1 36.
0:13Ms Holmes did you have any substantive
0:15conversations with the SEC staff during
0:17our break no
0:20I'm going to hand to you what's been
0:22marked as fairness isn't it
0:25201
0:28sorry
0:33um exhibit 201
0:35purports to be a defendant fairness inks
0:39respondent responses and objections to
0:41claim to this second set of
0:43interrogatories filed in the Court of
0:46Chancery of the state of Delaware in the
0:48case partner Investments versus theranos
0:51Inc with starting base number SEC
0:56prm-e-000334 have you seen exhibit 201
0:59before
1:01I'm not sure
1:07if you turn to
1:09um
1:10page with ending or Bates number 3358
1:25you'll see there there's
1:28a request from uh pfm and you understand
1:31pfm to be partner fund management I do
1:35uh there's a request from pfm
1:37to theranos and pfm's asking fairness to
1:42identify any commercially available
1:44machine that fairness is modified for
1:46user process tests on capillary or micro
1:49samples do you see that I do okay okay
1:52and fairness then responds on
1:553362 which is
1:57well there's a response starting on 3359
2:00but there's also
2:02a list that starts on 3362
2:07fairness is responding that there are
2:09four commercially available machines
2:12that theirness is modified for testing
2:14on smaller samples you see that there's
2:15Siemens I think it's Advia 1 1800
2:20I believe so okay is it does that look
2:22like a misspelling and where it says
2:24adva
2:25look at this okay and then there's the
2:27BD biosciences LSR fortessa the BD
2:31biosciences
2:34f-a-c-s Canto 2 and the Drew scientific
2:38drew Dash 3 hematology system do you see
2:41that I do was it your understanding that
2:44these were the four machines that Theron
2:46is modified in order to conduct testing
2:49on smaller samples and used these
2:52machines for patient testing
2:54yes
2:56and did you have that understanding back
2:59in 2014 as well
3:03I'm
3:05I I'm not sure what my understanding was
3:08in 2014 I I know
3:11that I was aware of use of all four of
3:14these platforms I don't know when I
3:16became aware of each one
3:19um but you were aware in 2014 that their
3:23dearness was modifying uh commercially
3:26available machines for use in patient
3:28testing I was and certainly of the 1800
3:31platform again I'm not sure when I was
3:34aware of the other ones
3:37um and then if you turn the page again
3:38to three three six nine I'm sorry three
3:42three
3:44I guess three three six three then the
3:46next page
3:56you'll see there's a list of a number of
4:01tests here and under Little D towards
4:06the top of the page it says there in a
4:07states of the following blood tests were
4:09available to run on modified Siemens
4:11Advia 1800 analyzers and the approximate
4:14time frames indicated below
4:16and there's a number of tests below that
4:18about 49 tests that go over into page
4:213366.
4:24look at that
4:25they do
4:28was it your understanding in 2014 that
4:31the Siemens Advia 1800 analyzer was
4:35being used to conduct testing for
4:38about 49 tests
4:42I don't think I would have known in 2014
4:45that it was 49 I knew that we were using
4:48the Advia with our what we call
4:50proprietary chemistries at that time
4:53so you knew that you were modifying the
4:55Siemens Advocate I do have tests yes and
4:57I think before you'd said it was
4:59something in the range of about 60 tests
5:02yes do you recall that yes so
5:05um uh do you have any reason to believe
5:07that it was more something more like 49
5:10yes
5:12I don't have a reason to doubt anything
5:15that's in this document
5:17um
5:18and then further down on 3366
5:23fairness then states by way of further
5:26response fairness states that the BD
5:29biosciences LSR for Tesla flow cytometer
5:34the BD biosciences FACS Canto 2 flow
5:38cytometer and the true scientific
5:40drew-3's hematology system we use the
5:44process the complete blood count test
5:45panel so was that consistent with your
5:48understanding in 2014 that these three
5:49devices were being modified
5:53in order for a theranos to conduct
5:55testing on the complete blood testing
5:59the complete blood count test panel
6:03um
6:04so again I I don't know
6:07when I understood that we were using
6:10those platforms I believe on these we
6:13were putting our own proprietary
6:15chemistry so these were the ones where
6:17we were making the antibody ourselves
6:19and then making the chemicals and then
6:20making the test and running it on these
6:24um
6:24and just going back to your previous
6:26question my comment about the number 68
6:28I don't remember your question
6:30specifically but it may have been just
6:31on any open platform not just specific
6:34to the advice it may have included
6:37these vecton Dickinson devices okay so
6:40it might have included the the test
6:42panel yes the complete blood test count
6:46test panel okay and what do you
6:49understand that the CBC test panel is
6:51that is that a short name for a complete
6:54blood count
6:56it we're I'm sorry we're oh here I'm
6:59yes uh I'm just using CDC because that's
7:03my experience with that test would you
7:05understand that I'm referring to the
7:06complete blood count test panel if I say
7:08CDC testing yes so help me test comprise
7:11the CDC test panel
7:14I always get this wrong I think um I
7:16think there's 13 that I could be wrong
7:18it may be more than that okay
7:20okay so taken all together
7:23um you know the 13 2019 I'm not sure
7:26yeah the 13 or the 19 something like
7:28that something less than 20.
7:31um so taking the complete blood count
7:35test panel together with the 49 tests
7:38and I think the additional say 12 or 15
7:41on the tspu
7:44so is it fair to say that you know
7:46theranos was offering something less
7:49than 100 tests on all of its platforms
7:52through I'm sorry not all of its
7:53platforms but on the tsp and the
7:57modified platforms
8:00I think so yes sir okay and with respect
8:03to the remaining test then that fairness
8:05was offering during patient testing in
8:072013 were those tests being conducted
8:10then on commercially available machines
8:12that had not been modified by theranos
8:15in 2013 yes
8:17um again I I think that they would have
8:20been both in-house and sent to a third
8:22party Reference Lab but I I don't know
8:23that for sure
8:26of the test that fairness was offering
8:29to clinical patients were being sent out
8:32to reference Labs I don't know
8:35that information
8:38sunny and our lab directors should know
8:51did fairness ever try to patent the
8:53modified protocols on these third-party
8:57machines yes
8:59and did you were was there no successful
9:02in patenting the methodologies
9:05so I know we filed applications I don't
9:08know how many of them have issued
9:11um and where they are in the in the
9:12prosecution state
9:15is this
9:18was the
9:19something that you would have been
9:20involved in
9:23it depends for the ones that I'm an
9:25inventor on yes for ones that I'm not an
9:28inventor on this not necessarily were
9:30you an inventor on any of the modify
9:32protocols
9:35so I don't know
9:37um if they
9:38used some of my original Ip than I would
9:42have been because we would have been we
9:44essentially Incorporated that into the
9:47chemistries that we implemented on these
9:49big devices but to the extent it was
9:53specific to that implementation and I
9:55don't think so
9:58did she ever tell investors or
10:00prospective investors that fairness was
10:03using third-party commercially available
10:04machines to conduct
10:07a lot of its testing
10:09so I I don't remember specific
10:11conversations to that effect but I know
10:14that we were very open about the use of
10:18venipuncture essentially in our wellness
10:20centers including for people who would
10:22show up in the store
10:24um and that people who were interested
10:27in the company would sometimes go to the
10:29wellness centers and get a Venus draw
10:33um so but the Venus raw would be
10:35whatever blood samples were taken
10:37through venipuncture would be put on
10:39um that would be put on just
10:42commercially available machines that
10:43hadn't been modified is that right
10:46generally yes and we we did also
10:48sometimes put the venous draw onto our
10:51proprietary platforms uh depending on
10:53what the test order was and and what
10:55period of time it was let's see when
10:57would you be putting the venous straw
11:00samples on your own theranos
11:02manufacturer devices
11:04my understanding is that was mostly
11:06early on in the process of launching the
11:09clinical lab and that later as we
11:11evolved the business model and sort of
11:14understood that price was the most
11:16important factor and therefore increase
11:18the venous draw testing and that we did
11:21not do that as much or at all at one
11:23point
11:25uh did you ever tell investors your
11:27prospective investors that theranos was
11:29modifying
11:31um these commercially available machines
11:33to conduct patient testing
11:36again I don't remember specific
11:37conversations in which we discussed the
11:39modified Hardware I I think I generally
11:43talked about high throughput ways of
11:46processing assays or tests that we had
11:49modified for small sample analysis but I
11:52I don't remember specific discussions
11:55what about Walgreens and Safeway did you
11:58ever tell Walgreens and Safeway that
12:00their nose had modified it's
12:02it's commercially available machines in
12:05order to conduct testing on smaller
12:07samples and was using those devices yeah
12:10again when we moved to sort of the phase
12:13one phase two business model
12:15we invented the nanotainer to
12:18accommodate that and I I thought that I
12:21had had discussions in which we
12:22explicitly talked about the purpose of
12:25the nanotainer being to be run with
12:29these assays we've developed for small
12:31samples in a high throughput setting and
12:34then that we would use the device in in
12:36phase two
12:38so you think that um you would have
12:41talked about developing a nanotainer for
12:44this for use on the modified machines
12:46for use with the chemistries for the
12:49test and using the chemistries in a
12:51centralized setting where they could be
12:54run in with many samples at a time had
12:58fairness developed a different Nano
13:00chair that would be used with the
13:02modified machines
13:04that was different from the nanotiner
13:06that was used for its tsp
13:09so before we created that phase one
13:11phase two business model uh the
13:14nanotainer did not exist you didn't need
13:17it right you could put your sample
13:18directly into the cartridge and the
13:20nanotainer was created for phase one
13:23where the service offering became the
13:25chemistries with the nanotainer and the
13:28tspu
13:29was intended at that point to be used in
13:32phase two primarily where you would
13:34collect the sample right there and put
13:35it in the cartridge
13:37so the tspu can actually take a sample
13:41from a person without it going through a
13:43nanotanner
13:45at that time the version of it that we
13:48had yes you could deposit the blood
13:50sample directly into the cartridge you
13:52didn't need a an Entertainer it was
13:54designed as a near patient device so you
13:57would put the blood right in so what
13:59prompted development of the Nana Taylor
14:00then was because theranos had modified
14:03some of these third-party machines in
14:05order to conduct smaller sample testing
14:08was that prompted the development of the
14:10nanotainer was the the business decision
14:13that instead of doing what we had wanted
14:15to do which is place our devices in the
14:17retail stores we would first become a
14:20clinical lab and all these samples would
14:23be shipped at the same time to a central
14:25location
14:26and the invention of the nanotainer was
14:29we can still collect a small sample
14:30because that's what the patient cares
14:32about is the small sample and then still
14:35run the small sample chemistries that
14:37we'd invented and that was the purpose
14:40of an Entertainer and then in phase two
14:42once we could get the mini lab family
14:45through the FDA use it in the wellness
14:48centers
14:49that makes sense
14:50sure so whose decision was it to change
14:54the business model to this phase one
14:56phase two model in which in Phase One it
14:59would be development of the clinical lab
15:01phase two would be deploying the
15:03theranos devices to stores
15:06so a large part of it came out of our
15:08discussions with Walgreens there had
15:10been a lot of back and forth about the
15:12business model and the timelines and the
15:15regulatory framework
15:17um
15:18we also worked very closely with FDA and
15:22and Regulatory Council to try to figure
15:25out how to do this right because we
15:27wanted to bring up a large number
15:29relatively speaking of tests on small
15:32sample analysis and so it was in
15:34partnership with Walgreens and based on
15:36guidance from both of our our councils
15:38that we decided to first become a
15:40clinical lab while we worked to take the
15:43technology through the FDA and when you
15:45say we at the company who who made that
15:48decision on behalf of the company
15:52um
15:55I I don't I don't know that it was sort
15:57of a single decision that was made it
15:59was months of Engagement with Walgreens
16:01feedback from Council and ultimately I'm
16:07a business decision that
16:12that we
16:15I guess you could say was consummated
16:16with the amendment to the Walgreens
16:18contract and at a later point in time I
16:23don't think it was sort of a single
16:24meeting where we said okay let's make
16:26the decision it was sort of an evolution
16:27over time okay but were you the decision
16:30maker on behalf of theranos and did you
16:32sign the Walgreens contract or the
16:34amendment
16:35I I did I signed many of the Walgreens
16:38agreements I don't know if I signed all
16:39of them
16:40um and yes I mean I'm the CEO I'm the
16:43ultimate decision maker for the company
16:44I I don't think
16:47um this was a case where we sort of sat
16:48down and had a meeting and said let's do
16:50this I think it was after a lot of
16:52iterative feedback a mutual decision
16:55with Walgreens
16:57initially
16:58she wants to go back to a couple
16:59questions you mentioned sort of the the
17:02phase one phase two model being the sort
17:05of the Genesis of the nanotainer
17:06development
17:07when did what what time period that take
17:10place
17:11so I don't know
17:13um when the initial
17:15sort of idea invention happened and I I
17:19remember
17:20as we worked with Walgreens on how to
17:24solve the business model questions that
17:26we were contemplating I'm bringing to
17:29them the nanotainer and I'm trying to
17:32convey that you could still do small
17:35sample testing even in a centralized
17:37setting while we were working to get the
17:39tspu through the FDA I can't remember
17:42exactly what year that was but I know it
17:46was certainly before 2013.
17:52so what did you mean by centralized lab
17:55setting
17:57so it through the way I think about it
17:59is
18:00either you have the tspu intended use
18:03case which is you're with the box
18:06outside of a Lab
18:08in a place where people don't
18:10necessarily traditionally do lab testing
18:12like a pharmacy or a home or somewhere
18:15where a person is and you're just going
18:17to want to do one sample at a time
18:19or you're in a clinical lab
18:23and you have samples from other
18:25locations being sent in at the same time
18:27so a thousand samples may show up or ten
18:29thousand samples and they show up and
18:31you need to be able to process all of
18:32those as fast as possible that's a
18:35completely different use case than when
18:38you're with one patient at a time
18:43honestly it was the model that theranos
18:46would be placing these devices in
18:49Walgreens stores
18:51yes when we sign the contract right and
18:53so how was their anus envisioning
18:55processing all of these samples if there
18:59were going to be you know all of these
19:01people coming into Walgreens stores to
19:03have their blood tested
19:05so it's a different use case where
19:08you're doing one patient at a time so
19:09one person would come in their cartridge
19:12would be placed into the device right
19:13there the results would be reported then
19:16you do the next one
19:17as opposed to at a lab you're collecting
19:20samples all day then you ship them and
19:22so a large number of samples come in at
19:25the same time
19:31answer you gave about um
19:34being open about their nurse's use of
19:36venipuncture yeah I think the question
19:38involved you know disclosing the use of
19:40third-party analyzers I guess in your
19:43mind what was the relationship between
19:45the use of Mana puncture and the use of
19:47third-party analyzers
19:50so in general
19:53um we associate and sort of talked about
19:56venipuncture as being
19:58synonymous with the use of third-party
20:01analyzers I want to qualify that by
20:03saying that we
20:04did take smaller samples and did
20:07sometimes run the smaller venous samples
20:09on our proprietary platforms but over
20:12time as we began to do more and more
20:15venipuncture testing for example our
20:18Arizona lab was only commercially
20:22available equipment and that was sort of
20:25what we synonymous associated with being
20:27synonymous with venipuncture for the
20:29most part
20:30and I guess did you
20:32um
20:35so in answer the question of whether you
20:38were disclosed to investors or potential
20:40investors
20:41um their owners's use of third-party
20:44commercial analyzers did you ever
20:46discuss
20:48um
20:49the fact that venipuncture meant
20:52um
20:54blood was being tested on predicate
20:55devices
20:58I I don't know I don't remember specific
21:00conversations I
21:02the best place that I can think of where
21:04that would have been explicit is when
21:07people came in for tests at Walgreens
21:10and got a Venus straw if those samples
21:13were sent out to a reference lab
21:15that would have been part of the lab
21:16report that went back to their physician
21:18so they would have seen it there
21:21um and and otherwise I know our our lab
21:24openly discussed with Physicians who
21:27were calling if this test was run on
21:30commercial equipment what the commercial
21:31equipment was and what the testing
21:33parameters of that commercial equipment
21:35was
21:36you mean the lab report would identify
21:38the analyzer that was used to process
21:40the sample the lab report would identify
21:43that a reference lab was used and so
21:45that some type of commercial lab was
21:47used to do the samples
21:50I don't know if the the equipment was
21:52spelled out I actually don't think that
21:53Labs generally disclose what equipment
21:55they use okay so yeah so I guess so just
21:57to walk through the example and sure and
21:59um if someone you know if a potential
22:02investor goes and and gets a
22:03venipuncture at a at a Walgreens
22:04location yep
22:06um the the
22:10with the pro the results ever get
22:12processed in in theranos's lab
22:15um I guess
22:16if if a reference lab isn't using that
22:19in that situation would be would the
22:21physician ever be notified that a
22:23third-party device was used for that
22:25sample so the instances in which I'm
22:27aware of it is if the physician had a
22:29question about the lab results and the
22:32lab test was run on commercial equipment
22:34it was my understanding it was the
22:35practice of the lab to convey to The
22:38Physician that it was a commercially
22:39available piece of equipment and what it
22:42was and any information about the
22:44specifications of that equipment in
22:46conversation with those Physicians
22:49what was that understanding based on
22:54conversations that I've had
22:57internally with people when we would
22:59talk about customer service and
23:02trying to provide good customer service
23:04and answer questions and sometimes even
23:07to give confidence to people about lab
23:09results that you know this was a
23:11commercial machine and this is how I
23:12performed and this is why you can trust
23:14these results
23:15who was in charge of customer service at
23:17fairness
23:19so it changed at different points in
23:21time
23:22at one point there was a
23:25head of our call center I'm I believe
23:29his name was I'm sorry but I could be
23:31wrong and there would have been other
23:35people before that who were serving on
23:38point for for the call center I I don't
23:40know who
23:42so would you hear that from them or
23:44would you hear it through other people
23:46at the company
23:47that the information would be provided
23:49to Physicians as to which equipment my
23:53testing memory is hearing it from the
23:56project managers who would talk about
23:58how sort of customer relationships were
24:00going
24:01um I don't
24:04I don't remember a specific conversation
24:06with with call center personnel
24:09I mentioned earlier
24:11um in your testimony that
24:14at some point theranos developed a
24:16nanotainer and it was communicated to
24:19Walgreens that this nanotape mirror
24:21would be used with the central lab model
24:23did you ever tell Walgreens that the
24:26nanotainer would be used with
24:28third-party devices that theranos had
24:30modified
24:33I I thought I had conveyed that the
24:36Entertainer would be used with Hardware
24:38that could handle a lot of samples at
24:40the same time I'm again it's you know my
24:45recollection that
24:46people were really to the extent that I
24:49was involved in conversation the bulk of
24:51the conversation was about the chemistry
24:53and not about what Hardware platform we
24:55were using in Phase One certainly people
24:57were really interested in the tspu for
25:00phase two but I I don't remember
25:03specific conversations about the
25:06hardware platform for phase one
25:09stood in talking about the chemistry is
25:11more than the hardware but
25:15and what do you mean by the chemistries
25:18so if you take yourself back the value
25:19proposition to the customer
25:22to the extent we're talking about our
25:24proprietary technology in phase one was
25:26that they get a finger stick
25:29the act of getting the finger stick and
25:33then
25:34trying to ensure that that data was good
25:37on the test was was the focus of
25:41discussions in in phase two it's about a
25:44box you want to get rapid results you
25:45want to put it outside of the lab but
25:47but in phase one it was about can you
25:50get a test to run from a really small
25:52sample and can you do it well
25:57so but why I mean there's no
26:00there's no way to
26:03let me just step back a little bit so
26:05you're saying that the chemistry was
26:06really important but the way that it's
26:08being processed or the way that a test
26:11is being processed and how it's being
26:12processed and what machine is being used
26:14how is that not integral to the
26:17conversation
26:20I think in terms of what people were
26:23interested in for phase one it wasn't in
26:27any conversation that I was in ever a
26:29discussion Point
26:31um it was about
26:33do you have a method for making this
26:35chemistry work on a small sample and
26:38part of that was the protocol part of
26:40that was instead of having to collect a
26:42lot of tubes
26:43standardizing that down to one or two
26:45tubes
26:46and then can you implement it in a way
26:49in which you can handle volume in in
26:51phase two because you're trying to not
26:53be in a lab there's a lot of focus on
26:55the machine because now you're trying to
26:57put the lab in a box but that was not
27:00what we were trying to do in Phase One
27:02and for the most part most of our
27:04conversations focused on phase two
27:07because we were trying to get there
27:09really fast and as fast as we could
27:18um
27:18so what about uh
27:24what about other people at the company
27:26did you ever have discussions with
27:28anyone at the company about
27:31um
27:32and maybe I should specify who did you
27:34ever have any discussions with for
27:36instance Sonny balwani about the use of
27:40these proprietary
27:42modified methods on these commercially
27:44available machines and using those
27:47modified protocols for patient testing
27:52I I don't remember a specific
27:54conversation but I'm sure I had
27:56interactions with him about it I was
27:58aware that we were doing it
28:03I mean I I also don't remember specific
28:06conversations with him I I don't know
28:08whether that's something he and I would
28:11have talked about to the extent we had
28:13conversations about the lab they were
28:15more on the customer side did you ever
28:17discuss the way the company was
28:20modifying protocols on these third-party
28:22machines with the project managers like
28:24for others
28:27I I don't think I did I can't I can't
28:30remember instances in which I did
28:32directly
28:34what about with theranos's sales team
28:37I I don't think I did I I didn't have
28:40much interaction with our sales team
28:42the marketing team as well
28:47um did I discuss modifying protocols
28:49with the marketing team yes I don't
28:50think so
28:54um were you overseas it's possible I bet
28:56I don't think so were you overseeing the
28:58marketing team
29:00in the in the 2013-2014 time frame
29:04um
29:07I I when I started she reported to me
29:12uh and did you know what she was doing
29:14in marketing I did generally yes did you
29:18have regular meetings with her
29:20um I I had occasional meetings with her
29:23um but
29:25um I missed a lot of them
29:34were there any times when theranos
29:37um
29:39I think we I think we talked earlier
29:41about uh some of the technology
29:43demonstrations that Theron has conducted
29:45for
29:46certain third parties did you conduct
29:49those demonstrations for prospective
29:51investors
29:54um we did do technology demonstrations
29:57for prospective investors when they were
29:59interested in it yes and did you also
30:01conduct these demonstrations for
30:03business partners as well like Walgreens
30:04and Safeway we did
30:07were there other people that you would
30:09conduct technology demonstrations for
30:12I'm sure there were I can't
30:15um
30:17I think I mentioned earlier I know we
30:19showed the technology to our board
30:22um
30:23I can't remember other General
30:25categories but but I'm sure there were
30:27did you conduct demonstrations for the
30:29Department of Defense
30:31I think
30:33I'm aware of of one instance in which we
30:36did
30:36and and then of course the the
30:39deployment that I mentioned earlier
30:41where the tspus were actually in a
30:44number of burn hospitals
30:47so you remember conducting
30:48demonstrations at the Byrne hospitals
30:51no the burn hospitals were using the
30:52tspu on an ongoing basis okay
30:55did you ever do you ever recall
30:57conducting a demonstration for
31:00um The Institute of surgical research
31:01and part of that current study
31:06I I don't know if we did a demonstration
31:08before
31:10um
31:11before we put I think that contract was
31:132008 I think we may have just shipped to
31:15them the systems I'm not sure
31:17which version of the tspu was sent to
31:20the burn hospitals for use
31:23I don't know I'm guessing the 3.0 just
31:27based on how early the study happened we
31:29may have later also used a 3.5s I'm not
31:33sure
31:37so take us through the process of a
31:39technology demonstration for one of
31:42these groups of people first of all was
31:44the demonstration always conducted
31:46similarly did you make any distinction
31:48between investors or business partners
31:50or the board
31:53we didn't make distinctions that way we
31:56made distinctions based on what people
31:57were interested in seeing so there were
32:00some people who really wanted us to sort
32:03of show them what the retail experience
32:05would be like there were some people who
32:06wanted to see what decision support
32:09software would look like on the touch
32:11screen there were some people who wanted
32:12to see
32:14um
32:15the tsvu running right there and
32:17depending on what we were trying to show
32:20we would do different things yeah and
32:23some people just wanted to test the
32:25experience themselves so they would show
32:26up at retail without scheduling
32:28something with us
32:30okay so
32:31um I guess let's focus on the technology
32:34demonstrations that were not done
32:37through people just walking into a
32:39Walgreens store did you conduct these
32:41demonstrations at your office
32:44um sometimes and sometimes we would
32:46bring the tspu to other places and allow
32:50people to run it there
32:52so let's talk about the the
32:54demonstrations that happened at the
32:55therados office then sure so take us
32:58through the process of how a
33:00demonstration would occur you know would
33:02it be at the end of a meeting with
33:04either the investor or the business
33:06partner whoever the third party is and
33:09and what would you show them and what
33:11and how would you show them
33:13that the device worked yeah again I I
33:16don't think it was that systematic I
33:18think we were very reactive to the
33:21audience and what we thought was most
33:25um
33:26relevant to the discussions that we were
33:28having and there were
33:30some discussions that were focused on
33:32how you could deploy the tspu in which
33:35case we would run a sample right there
33:38on the tspu there were some discussions
33:40that were focused on the user interface
33:43of the tspu and how it could be used for
33:46decision support in which case we would
33:48show that there were some samples where
33:50we would try to process the sample like
33:52we would in the clinical lab and we
33:55would send it to the lab it was run
33:58through essentially the product teams as
34:01a technology demonstration and then we
34:03would report the result back like they
34:06would have gotten it if they'd gone to a
34:08retail location
34:10so in that last example you said there
34:13would be instances in which you would
34:14place the sample in but the results
34:16would be generated sometime later
34:20and shared with
34:22um so we had
34:24sorry let me just finish whoever was
34:26getting the sample
34:27is that what she is that what you were
34:29describing just now
34:30uh the the last example yes
34:33um no so that
34:35we had little rooms
34:37in one of our facilities the 1601
34:40facility they were intended to replicate
34:43exactly what Walgreens looked like or
34:45was intended to look like if we were
34:47able to roll it out broadly and you
34:49could collect a sample in there
34:51similarly to how you would at Walgreens
34:53and then it was sent to our lab just
34:56like the sample would be at Walgreens
34:58and then we would run it except it was
35:01outside of the traditional clinical lab
35:03process it was actually product teams
35:05who were doing it and we would report
35:06results back to people is my
35:09understanding of how the process worked
35:11okay so in that circumstance the blood
35:14would be drawn in a room and then the
35:17sample would then be sent to the CLIA
35:20lab to be processed yes
35:23so you just put it just to be clear I
35:25don't think it actually got processed
35:27through the lab it was processed through
35:29equipment that was in the lab but not
35:32the same way a sample that was collected
35:33at retail would be
35:35does that make sense
35:37not really so how was it different from
35:40how a retail sample would be processed
35:42there's some
35:44um r d activity that occurred in the
35:46CLIA lab and I I believe that these
35:49technology demonstrations were done uh
35:52through essentially the product teams as
35:54opposed to
35:55the way a sample that was collected at
35:57retail would be accessioned and then run
35:59through the lab
36:00it's the same physical space but not
36:03through the formal clinical lab process
36:06and what why wouldn't you put it through
36:09the same clinical lab process as other
36:10patients
36:12in the instances that I'm thinking of
36:14you didn't have a requisition from a
36:15physician so it wasn't an official
36:18lab worker
36:23but I I guess I just don't understand
36:24why wouldn't you just have that sample
36:27put on the same types of machines that a
36:30clinical lab sample would go go on to it
36:33was my understanding you're supposed to
36:34treat r d samples differently from
36:36Clinical samples and the clinical
36:38samples have to be ordered by an
36:39ordering physician and they have to go
36:42through your
36:43you know essentially certified
36:45collection process which would include
36:46our service centers that were listed for
36:50being able to collect samples and then
36:52run through our lab
36:53sounds like you know the clinical
36:55samples were being put through sort of a
36:57higher Standard Process than some of the
36:59r d samples
37:00because there's more controlled process
37:02there's a more controlled process there
37:04was a different validation process that
37:06the CLIA lab had to go through in
37:09validating the test why wouldn't you
37:10just
37:11since you already had that framework in
37:13place why wouldn't you just put the
37:14demonstration samples through that same
37:16higher standard process
37:18in some cases if someone wanted to go to
37:21a retail location you would it's it's my
37:23understanding that and there had to be a
37:25separation between anything that was
37:27done sort of in a research or
37:30demonstration type setting in something
37:32that was actually ordered clinically as
37:34an official
37:35um
37:37medical results
37:39so what were the machines that were
37:41being used to process the technology
37:43demonstration samples
37:46I don't know specifically it would have
37:48been generally reflective of what we
37:51were doing in the clinical lab but not
37:53necessarily the same
37:55so but were you aware of instances in
37:57which those technology demonstration
37:59samples were run on
38:01third-party but modified devices
38:07I'm I I can't sit here and recall a
38:10specific instance but I I certainly knew
38:12we were running our what we called our
38:15chemistries on modified
38:16systems in the lab so if that was used
38:19for a demonstration it would have been
38:21in like reflective of what we were doing
38:24for traditional lab testing and were you
38:26also aware that sometimes these
38:28technology demonstration samples were
38:30being tested on just commercially
38:33available third-party machines without
38:34any modifications
38:37I to the extent we were running finger
38:41stick I I don't think we generally did
38:43that there may have been an exception or
38:45two but that that wasn't our general
38:47practice
38:48so if you were doing a finger stick
38:50demonstration it would generally be put
38:52on or your practice at least and what
38:55you were aware of was that they would be
38:56tested either using the tsp or the third
38:59party modified devices yes
39:03Yeah you mentioned the building at 1601
39:06a few minutes ago and the if I
39:09understood your answer you said that
39:10there was a clear lab space there but
39:13that there were some r d activities
39:14conducted and there did I understand
39:16that yes correct was there a where was
39:19the CLIA Lab at 1601
39:22so I think originally it was
39:25you know it was upstairs and downstairs
39:27and I'm trying to remember if it started
39:29upstairs and then expanded downstairs uh
39:32I'm not completely sure but there was a
39:34part of the clinical lab was was on our
39:37first floor and and then it I think it
39:41later expanded to the second floor
39:42downstairs and where was the sort of the
39:45Walgreens mock-up room
39:47right by the entry Lobby to the building
39:51my first floor
39:52yes
39:53that's what I'm calling upstairs
39:57all right I think I lost you so yeah so
40:00the the entrance to buildings on the is
40:01on the ground floor the ground floor and
40:04there's a basement to that okay
40:06um and so
40:08the
40:09is it the original Cleo lab was in the
40:12basement no yeah I got it backwards yeah
40:14maybe I didn't explain it well sorry the
40:16original clear lab was on that ground
40:17floor which I was calling the upstairs
40:19okay and then later we expanded to that
40:21downstairs floor
40:23um which I was calling downstairs was
40:26there a separate r d Lab at that 1601
40:28address there was where was that that
40:31was also on the ground floor the
40:33upstairs okay and I I guess how are
40:36these how are these Labs separated in
40:38any way
40:41um the clear lab that was on the ground
40:43floor was was physically isolated we we
40:47um constructed it to be a dedicated
40:49space
40:50um and then the r d facility that was on
40:52that same floor was also its own
40:54contained space
40:56um the lab that was on the downstairs
40:59facility was also a self-contained
41:02although there was some R D Equipment in
41:06it at different points in time that was
41:08being used to evaluate new lab develop
41:12tests to come up and I think there were
41:16the the dividers that you can put in
41:19rooms that just separated off that space
41:21so that they would be isolated
41:23and you mean contain space there's like
41:25a door or a wall yes
41:27yes was there a distinction in terms of
41:29where the commercially available
41:31analyzers uh were placed either on the
41:34upstairs or downstairs
41:36uh Labs you know I believe the the
41:40commercially available analyzers were in
41:42the upstairs Lab at 1601.
41:45and were there ever I guess
41:48uh
41:50actually I think I understand your
41:52answer thank you
41:53actually can we take a quick break
41:57yes we're off the Record at 2 18.
42:08we are back on the record at 2 35. Miss
42:12Holmes did you have any substantive
42:13conversations with the SEC staff during
42:15the break no
42:18so we were just talking about the
42:19technology demonstrations before we went
42:21on the Break
42:22um and I think we were talking a little
42:25bit about the instance in which
42:27third parties would come to theranis's
42:30office and a demonstration would be
42:32conducted there so I just wanted to
42:35um
42:36uh talk a little bit more about that
42:38process yeah
42:40um so when you did invite others to come
42:43to your office and there might be a
42:45different purpose for that visit but
42:47part of the purpose was also to
42:49demonstrate the technology what would
42:51you do to prepare for that demonstration
42:56I I don't know I'm I
43:00I didn't
43:01generally interface that that deeply in
43:05the preparations for anything that was
43:07associated with the clinical lab or
43:09sort of the the demonstrations that ran
43:12in it
43:14so you mentioned there was a room at
43:16theranos somewhere on that that ground
43:19floor where you know blood draws would
43:21be taken was that also the room in which
43:23um you know if devices would be shown to
43:26third parties that that room would be
43:28used to show those devices as well no I
43:32I believe there was a different room
43:33that had the devices in it and it
43:36to my memory had a number of different
43:38devices the three series and the four
43:41series
43:42models that we were working on where was
43:45that room located also on the ground
43:47floor was it next to the blood draw room
43:51uh no it was uh further down the hallway
43:55see you said that there are some three
43:57devices some four devices in there
43:59um you're talking about version 3 or 3.5
44:02and version four of mini lab yes and
44:06that that would have changed at
44:07different points in time that's just a
44:09memory I have of the room but it
44:12wouldn't always be the same
44:14okay and so were there already devices
44:16in that room or before a demonstration
44:19would you need to instruct somebody to
44:21bring the devices into that room
44:25I think it depends on the specific
44:27demonstration I mean there there may
44:29have been devices in there for periods
44:31of time and and then there wouldn't be
44:37were there ever did you recall many
44:40times in which you would request for
44:43fairness employees to help repair a room
44:46and just to actually bring in sort of
44:49rows of the tspus
44:52into the room to make it look like you
44:54know they were stacked on one on top of
44:56each other in a row do you ever recall
44:58that ever happening
45:02for a demonstration
45:03I I don't think so
45:06um
45:07I mean there were periods of time in
45:10which we had the tspus on racks in the r
45:14d lab and when we were at different
45:16points in time thinking about
45:18how we could use them in hubs but I
45:20don't have any specific memories of
45:22demonstrating that necessarily
45:25okay so you just mentioned that there
45:27was a time in the r d lab when they were
45:29on racks yes and he said you were
45:32thinking about using them in the hub
45:34what did you mean by that
45:37um we we would look internally at if you
45:40were to try to use a lot of them
45:41together what would it look like so they
45:43were on racks for that purpose but I I
45:45don't remember demonstrating that at
45:471601. why were you looking at
45:50um running all of them together what was
45:53the purpose of having them all on racks
45:56my memory was at different points in
45:59time we were trying to see if you needed
46:02more than one in a location and how you
46:05would put them together and looking at
46:08things like whether they overheated and
46:10these types of things
46:12why were you looking into having them
46:14all together though what were you having
46:16discussions with
46:17a different another party about possibly
46:20putting these machines in a room or why
46:23were you doing this exercise I I can't
46:26remember I just I just remember that
46:29early on we looked at a lot of different
46:31models of what you could do with with
46:34these tsbus and what the best way to
46:36build up a business model around them
46:38was
46:40okay so you mentioned Also earlier
46:43before the break that
46:45um
46:45typically you would use the same types
46:49of devices to conduct testing on
46:51demonstration samples as you would use
46:53for clinical samples do you remember
46:55that doesn't any I do so sometimes there
46:58might be an instance in which
47:01a commercially available machine that
47:03was modified by thuranes would be used
47:05to conduct testing on a demonstration
47:06sample
47:08that's my understanding from what what
47:11I've learned about the demonstration
47:12process okay and did you ever
47:15bring one of those commercially
47:17available machines up to that
47:19demonstration room with the other tspus
47:22or bring you know the third party down
47:25to your lab to see that machine to say
47:28you know this is the machine that's
47:29going to be conducting the testing on
47:31your sample
47:32you you can't move the commercially
47:34available machines they're very large
47:37I don't think we very often want people
47:39through the labs there may have been a
47:41couple of instances in which we did
47:43um I don't have specific memory of on
47:47visits in which I was ever in the lab
47:50with people
47:51do you ever recall
47:54telling the people whose blood was being
47:56drawn and tested that their blood would
47:59be tested on commercially available
48:01machines
48:04not in the context of a demonstration no
48:09so you just mentioned that the
48:11commercially available machines are
48:12typically very large
48:14how large are they
48:16comparison to the tspu
48:19and just to be clear you're talking
48:20about commercially available machines
48:22meaning the ones that were used for
48:23venous draws uh well are they any
48:27different from the ones that you were
48:28had modified were you using the Advia
48:30also for venous straws we were yes okay
48:33so I guess let's let's compare the the
48:36Advia the Siemens Advia 1800 analyzer to
48:40the tsp so what was how would you
48:42compare the two in terms of size
48:46um the tspu is about the size of a
48:48desktop the Advia is
48:50probably
48:52I'm
48:53I don't know almost half of this table
48:55maybe a little bit smaller
48:57okay so something like 10 feet across
48:59would that be six maybe five five or six
49:03feet across and the tsp is something
49:06like
49:07two feet
49:09I'll be wrong about the dimensions but
49:11yeah two by
49:14half of I don't know less than one foot
49:17I think okay so it sounds like the the
49:19seam is Advia machine was much larger
49:21yes by maybe five times
49:24the tspu would that be fair to say sure
49:27about that okay
49:35were you aware of times when fairness
49:37would uh
49:41choose only tests that could be run by
49:43finger stick to be tested on people
49:46coming in for demonstrations rather than
49:48tests that could only be run through a
49:50venous draw
49:53it was my understanding that to the
49:56extent we ran finger stick there were a
49:58limited number of tests that we could
49:59run on finger stick and so we would only
50:02run those tests on finger stick okay but
50:05if somebody came in and asked to have a
50:08test done and that test was only could
50:09only be done through a venous draw were
50:12you aware of occasions when
50:15you or somebody at the company would
50:17make the decision not to run that test
50:19because it would require a venous draw
50:22so it's my interesting our practice at
50:24retail was that we would tell people
50:26that we would need to drop a test to be
50:28able to run the order on finger stick
50:30and it was my expectation generally that
50:33the same thing was done for
50:34demonstrations unless
50:36we were trying to do
50:38something different but that was my my
50:40general understanding of the process so
50:42your general understanding was that if
50:43somebody came in for a demonstration and
50:45they requested a test that could only be
50:47done by Venus draw that that test would
50:49be dropped and they would be told yes
50:52so what would they be told about about
50:55why the test was being dropped
50:59I I don't know specifically I wasn't
51:01personally involved in a lot of those
51:02conversations I I think generally our
51:05messaging at retail was that if you want
51:07a finger stick order you're going to
51:09need to drop this analyte would you like
51:11to go ahead with the test and people
51:13would say yes or no and we'd then
51:15fulfill the order based on their
51:17response
51:19were you were you present at these
51:21technology demonstrations
51:24I'm sure and sometimes I was if we were
51:27talking about the tsbu and it was in the
51:30room then yes
51:31it was sunny balwani also president
51:34in general yes I mean I would want to
51:37talk about a specific instance
51:39um to respond completely but yes okay
51:42and were there instances in which
51:44neither of you was present that somebody
51:46else from fairness would be running the
51:48demonstration
51:49could have been
51:51who who would have done it if it wasn't
51:54you or Mr balwani
51:56I I don't know specifically it could
51:58have been some of the different project
52:01managers but I'm not sure
52:06so we would talk about the devices and
52:08you mentioned having a room with kind of
52:11multiple iterations of the device yeah
52:12at one point in time did theranos
52:14attempt to develop a tspu that had
52:18um multiple ports or multiple
52:22car cartridge receptacles we did when
52:26was that and what was it called
52:29so wonderfully it was I believe also
52:31called mini lab and uh
52:34I
52:36I don't know what years we were working
52:39on it I
52:42I would guess it was between 2011 and
52:442013 but I'm not I'm not sure
52:47was it I mean did you consider it to be
52:50a 4 Series device or a
52:523.5 iteration I guess when your mind
52:55what kind of what category did it fall
52:58under
53:00um
53:01I I don't know if it was either it was
53:03closer to the 4 Series than the three
53:05series but it was sort of its own
53:07category what was it would everyone did
53:11anyone ever call it like a multi-bay
53:13device
53:14I I recognize that that name I think
53:17that was an internal name
53:18what was the purpose in designing that
53:21device
53:23that was in response to Safeway's
53:25request to invest in and develop a
53:28specific version of mini lab that could
53:31fit into the cabinets that they were
53:33building in the Safeway stores
53:37did you have a sense of understanding
53:38why Stapley was requesting kind of
53:41a tsp of a specific kind of cabinet size
53:47um
53:49the CEO at the time had
53:53um
53:54a vision for what the wellness centers
53:56in Safeway could look like and he
53:58thought that based on the volume that
54:01they would be seeing in the stores that
54:03that multi-bay design would be the best
54:07design for the Safeway stores and so we
54:09began investing in developing it
54:12it was is it fair to say that the
54:15multi-bay tspu was sort of another
54:19solution to sort of the throughput
54:21problem that you've described earlier
54:24the throughput problem this is a
54:26throughput problem at the point of care
54:27yeah I'm but yes it also would allow for
54:31handling throughput
54:33at the point of care
54:35what what happened to the development of
54:37the multi-way
54:39um
54:40we stopped it at a certain point and I I
54:43don't remember when and why specifically
54:45we stopped
54:52okay so heading back to the
54:54demonstrations now so were there times
54:57when you chose not to perform certain
54:59tests because they could only be done on
55:02a venous draw than a finger stick or
55:04that you decided to pull them from the
55:08list of tests that people would be
55:10coming in to do during the
55:12demonstrations
55:15um I I don't know that I completely
55:17understand the question is whether we
55:19stopped doing demonstrations because we
55:21couldn't do it on finger stick were
55:23there any times that you can recall
55:25where somebody came in with a list of
55:28tests that included a venous draw a test
55:31that could only be done through Venus
55:33draw and you chose not to
55:36perform that test because you
55:40um
55:41because it just couldn't be done through
55:44the the either the tsp or the modified
55:46protocol on the third party device
55:51I I don't recall instances in which we
55:56chose to do that I I recall instances in
55:59which
56:00we asked people whether they would like
56:02it to be dropped and they indicated yes
56:06and you proceeded
56:08and do you recall any instances in which
56:11um
56:15you chose to perform certain tests on
56:18the list that people were coming in with
56:20but to limit the number of finger sticks
56:23that would be done and so it would only
56:25be doing performing certain tests
56:27because it could be performed using a
56:30limited number of finger sticks
56:34I I don't recall that I I know that I
56:38mean ultimately the number of tests you
56:40do correlates with how much blood you
56:42can get
56:44okay and do you recall an instance in
56:46which you know you or somebody else that
56:48there knows made the decision it wasn't
56:49the decision of somebody who came in to
56:52do the testing
56:54I mean specifically what decision just
56:56so I best answer the question the
56:57decision to drop certain numbers of
57:00finger sticks from the the draws because
57:03um or sorry uh let me just start over
57:06again the was there ever any occasion
57:09where you or somebody else at theranos
57:12made the decision not to run certain
57:14tests because it would require a larger
57:17number of finger stick draws
57:20and so you would drop tests so that it
57:21would only require say one or two finger
57:24stick draws
57:25so I know that generally we were trying
57:28to limit the number of finger sticks you
57:30would do on a patient and we had
57:32different rules at different points in
57:33time in our service center and and I'm
57:37aware that you know generally we focused
57:39on trying to have as few finger sticks
57:40as possible to improve the demo
57:43experience
57:44so why did you do that
57:47it just makes it a better experience for
57:49the patient
57:51okay but you know if somebody's coming
57:53in with say 10 tests and that required
57:57five finger sticks
58:00um even if it doesn't create a better
58:02experience for them to do the five
58:04finger sticks why why wouldn't you just
58:05do the five finger sticks for them
58:08I'm kind of I'm just if you understand
58:10I'm not really understanding why the
58:13better patient experience trumps what
58:15you know a patient would want to get
58:17done
58:18I I don't think we offered that I think
58:21we as part of the service offering set a
58:24limit of finger sticks I believe it was
58:26three at retail and if it was ever more
58:28than three
58:29um then we would just automatically
58:31revert to the butterfly needle draw in
58:34the arm and and for demos I think we
58:38generally tried to have it be as few as
58:39possible
58:41how many tests could be run on a single
58:43finger stick draw
58:46so it depends on how much blood comes
58:48out of the person's finger which is
58:49different you know person by person okay
58:52let's say you're able to get the max
58:53amount of blood on a single finger stick
58:55how many tests could be run on that
58:57finger stick draw
58:59um
59:01a large number and
59:03I mean you can get hundreds of
59:05microliters out of a finger if you get
59:07the max amount of blood so the complete
59:09order
59:10what is a complete order
59:14um it's it's generally
59:163.2 CPT codes which is 30 something
59:19tests or more
59:21so fairness was able to run 30-something
59:24tests on a single finger stick draw of
59:27blood so long as it was the maximum
59:29amount
59:30is that that's my understanding your
59:32understanding yeah
59:45foreign
59:50a hand to you what's been marked as
59:53they're a nice exhibit 202. do you want
59:56yeah oh you can put that aside thank you
1:00:10fairness exhibit 202 purports to be in
1:00:13August 13 2013 email from Elizabeth
1:00:17holds to with a copy to Sonny balwani
1:00:21subject line is read devices in the demo
1:00:24room for tomorrow's meeting
1:00:26with starting
1:00:29with Bates number
1:00:32ts-037-5316 have you seen thermos
1:00:35visited
1:00:36202 before
1:00:39I I don't recognize it but I
1:00:43I see I see the email to and from me
1:00:50did you draft and send exhibit 202 on or
1:00:53about August 13th to 2013.
1:00:56I don't have any reason to doubt it
1:01:00you'll see in the bottom half the email
1:01:03is sending an email to you
1:01:06and Sonny balwani do you see that email
1:01:10yes and he writes the following devices
1:01:14are planned to be in the demo interview
1:01:15room number one 3.5 Edison with demo app
1:01:19set to run the null protocol number two
1:01:224S with demo app set to run from null
1:01:25protocol
1:01:27uh and number three mini lab with demo
1:01:29at set to run null protocol
1:01:33and then finally number four is mini lab
1:01:36with demo app note that this will not be
1:01:38able to run the null protocol due to old
1:01:41pipette nozzles that fail once they
1:01:42initialize in the protocol we can keep
1:01:45this in the room for show but if we demo
1:01:46on a mini lab it should be the other
1:01:48mini lab do you see that I do
1:01:51what is the demo app that is being
1:01:55put on these machines
1:01:57I don't know
1:02:00and what what did you understand null
1:02:02protocol to mean
1:02:03and you see this email
1:02:05I I'm not I'm not sure what I understood
1:02:08at the time I was
1:02:10speculating earlier that it's probably
1:02:12one of the test protocols or QC
1:02:14protocols
1:02:15do you think the demo Dem app and the
1:02:16null protocol could be the same thing
1:02:22I'm not sure did you ever ask when what
1:02:24he was talking about after he sent this
1:02:26email
1:02:29I don't know
1:02:31I assume I had some understanding of it
1:02:33at the time but I I don't know
1:02:35you see me catch some understanding at
1:02:37the time
1:02:39that we were going to be showing mini
1:02:42lab technology for for some purpose I I
1:02:45don't know if I knew specifically what
1:02:48this software was referring to or not
1:02:52so uh
1:02:54or where it says that the mini lab will
1:02:58not be able to run the null protocol
1:03:00because of old pipette nozzles that fail
1:03:03once they initialize in the protocol
1:03:04were you aware of this issue
1:03:07back then in 2013
1:03:12an issue with the pipette nozzles
1:03:16um I I don't know if this was a specific
1:03:19issue with pipette nozzles or just that
1:03:21this instrument hadn't been maintained
1:03:24that there was just old nozzles on the
1:03:25device so it wasn't
1:03:27I'm inferring from this able to run
1:03:29whatever protocol the other ones were
1:03:31running from
1:03:33uh and then number five he writes we
1:03:36haven't discussed this but would you
1:03:38also like to have the 3.0 Edison that
1:03:41can run the H1N1 military demo
1:03:44not it and so what is the H1N1 military
1:03:48demo
1:03:50I believe this was the decision support
1:03:53application that we built the user
1:03:55interface
1:03:57what does that decision to support
1:04:01so when we were talking earlier about
1:04:03different purposes of different demos on
1:04:06the software side one of the greatest
1:04:08utilities that we thought we'd have with
1:04:10the device was the ability to have
1:04:13untrained operators put a series of
1:04:15inputs in based on symptoms and then be
1:04:18able to show on the screen based on the
1:04:20inputs they put in
1:04:22what condition they had and so that one
1:04:24just ran I think that specific software
1:04:29so the H1N1 military demo that's where
1:04:32people put in symptoms and what it tells
1:04:35you what tests to run
1:04:37no this one I think tells you based on
1:04:39the symptoms whether you have a certain
1:04:42infection
1:04:45so what does that have what's the
1:04:46connection with blood testing there
1:04:48so the same machine that had the
1:04:52decision support could then also
1:04:54incorporate the technologies that we
1:04:56were doing for Laboratory Testing and
1:04:58the concept is in remote settings you
1:05:00could use both the decision support as
1:05:03well as the lab data to facilitate care
1:05:08so you then respond to your email yes re
1:05:113.0 thanks so you're telling him yes
1:05:14let's include the 3.0 mini lab is that
1:05:16your understanding of what you're
1:05:18responding to here yeah it looks like it
1:05:22um so this email chain
1:05:25um was being sent August 13th 2013. do
1:05:29you remember what demonstration this was
1:05:31for
1:05:33I don't
1:05:37oh
1:05:39it seems like as
1:05:42preparing a number of tsps be put in a
1:05:45room do you recall if he
1:05:48might have placed a commercially
1:05:49available machine in the room for view
1:05:53by whoever was coming by for the
1:05:54demonstration
1:05:57no commercially available machines to my
1:05:59knowledge were only in our clinical lab
1:06:00okay so they wouldn't have been in that
1:06:02same room with these I don't I don't
1:06:05think so
1:06:08aside
1:06:11foreign
1:06:22exhibit two three
1:06:33so that two or three purports to be a an
1:06:37August I'm sorry an October 10th 2014
1:06:40email from to sunnyvalewani and
1:06:43Elizabeth Holmes subject line is
1:06:45revisitors to wag Saturday with starting
1:06:49dates number ts-0830981
1:06:54can you see an exhibit 203 before I have
1:06:58what is exhibit 203
1:07:00it's an email to Sunny and myself about
1:07:03a demonstration
1:07:05and did you receive and review exhibit
1:07:09203 on or about October 10 2014.
1:07:13I I don't know if I received it at that
1:07:16time I I reviewed it later in
1:07:19preparation for Testimony here
1:07:25how many documents did you review in
1:07:28preparation for Testimony
1:07:30I don't know specifically I I had a
1:07:33number of them
1:07:35and what did what did they pertain to
1:07:36what what topics did they pertain to
1:07:40generally I'm
1:07:46I I don't know if I would I would
1:07:48categorize them all in one area or our
1:07:51operations
1:07:53um
1:07:55of the business over the course of lust
1:07:57and
1:07:59many years I'm trying to refresh my own
1:08:03memory and recollection on a lot of
1:08:05different areas some of which I wasn't
1:08:06that involved in were there any
1:08:09documents that you reviewed outside of
1:08:11being shown documents by your Council
1:08:17so if you take a look at this
1:08:20email
1:08:23you'll see in the initial email on
1:08:26982 which is the second page
1:08:31there's an email
1:08:33to you and Sonny balwani
1:08:36and he says where can I find the list of
1:08:38names you mentioned from who could come
1:08:40into wag on Saturday do you understand
1:08:42wag to be referring to Walgreens yes
1:08:46uh we will send over the different
1:08:49workflows for how we will accommodate
1:08:51finger stick regardless of what's on the
1:08:52order and possible issues associated as
1:08:55requested
1:08:57um
1:08:58first of all we were discussing earlier
1:09:00okay were they
1:09:02um at one point a potential investor In
1:09:05fairness they were
1:09:09So what at this point in time were they
1:09:11a potential investment therapists I
1:09:13think at this point in time we'd engaged
1:09:15with them to be an advisor to us and
1:09:18then later they became a potential
1:09:20investor
1:09:21when do you think they I guess
1:09:24how are they engaged what advisory
1:09:27Services were you engaging for
1:09:30in general the restructuring that we
1:09:32wanted to do by bringing in family
1:09:36controlled sort of funds or companies
1:09:39investors and
1:09:41then trying to structure ourselves as a
1:09:43as a private company and they were going
1:09:46to be our financial advisor in that
1:09:48context
1:09:49and your calls I guess how soon after
1:09:51the time period which they were sort of
1:09:53that advisory role they
1:09:56also became a potential investor in
1:09:58their house
1:09:59my understanding is that the term sheet
1:10:01discussions with them were in December
1:10:03of 2014 I don't know when exactly the
1:10:05transition from
1:10:07thinking of them as someone we wanted to
1:10:09retain as an advisor move to when they
1:10:13were looking at us as an investment
1:10:18discussion with you about
1:10:20um
1:10:22them forming a fund through which these
1:10:26other families would be investing
1:10:27through
1:10:31I I don't know
1:10:33I'm
1:10:35so so when you said that they were
1:10:37performing an advisory role to fairness
1:10:40was it mainly sort of a finder's role to
1:10:42introduce theranos to some of these
1:10:45families that theranos was looking to
1:10:48um to obtain as investors in the company
1:10:51initially when I first met the concept
1:10:54was that he would advise us and me on
1:10:56how to structure the company as a
1:10:58private company for the long term and he
1:11:00has
1:11:01an advisory role with a lot of
1:11:04the people Behind These companies and so
1:11:06I thought he could be a partner in
1:11:08helping us to think about who to bring
1:11:09in and how to structure it and
1:11:12ultimately if we tried to say private
1:11:14how to structure the company and then as
1:11:17some of these families became interested
1:11:19we were talking with him about it and
1:11:21I think they became interested
1:11:23potentially being an investor there was
1:11:25a lot of discussions about that
1:11:29okay so when it talks about the
1:11:32different work workflows that he'll be
1:11:36sending over for how to accommodate
1:11:37finger stick regardless of what's on the
1:11:39order what did she understand him to be
1:11:41referring to there
1:11:43so I I don't know if I read this at that
1:11:47time I I in having reviewed it recently
1:11:49my understanding is he's
1:11:52trying to communicate around doing a
1:11:54finger stick for whoever is coming to do
1:11:57the demonstration for
1:12:00and why was it important to accommodate
1:12:03finger stick regardless of what's on the
1:12:05order
1:12:07my my understanding is that this was the
1:12:09type of situation in which
1:12:11whoever was coming wanted to experience
1:12:13a finger stick so we were going to try
1:12:15to offer a finger stick for the
1:12:17demonstration
1:12:19and just understand that's that that's
1:12:21your understanding now after having
1:12:23reviewed the materials you what was your
1:12:26understanding back back at the time in
1:12:28October 2014. I I don't remember
1:12:30receiving this email or engaging on this
1:12:33at that time
1:12:43turn back to 981.
1:12:47there's another email from to you and Mr
1:12:50balwani
1:12:52um and he writes at the top also wanted
1:12:54to send along our thoughts for how to
1:12:56accomplish the fs in the scenario their
1:12:58orders prompt Venus so do you understand
1:13:01FS to be referring to finger stick I do
1:13:05and would you sometimes use
1:13:07um Fs in your emails to refer to finger
1:13:10stick as well
1:13:13maybe I I don't have memory of that but
1:13:15I wouldn't be surprised if I did okay
1:13:17okay and would you use
1:13:19um would it be surprising to you if you
1:13:22used it and other methods of
1:13:23communication whether in text messages
1:13:25or in other documents
1:13:28again I don't have memory of it um but I
1:13:31believe that's what it's referring to
1:13:32here
1:13:36um he goes on to say assumptions here
1:13:39from eah or that we must not do venous
1:13:41strong we cannot tell them that their
1:13:43orders order prompts Venus if it does is
1:13:46eah referring to you yeah yeah are those
1:13:49your initials yes
1:13:51yes
1:13:52um so what is he referring to here when
1:13:54he he says
1:13:56that the assumptions hear from you are
1:13:58that we must not do Venus drawn we can't
1:14:00tell them that they're order prospinus
1:14:03I honestly I don't know I'm my my
1:14:06understanding in looking at this now is
1:14:08that this is a situation where whoever
1:14:10was coming had told us they were coming
1:14:12and that they wanted to do a finger
1:14:13stick and we were
1:14:15trying to be prepared to do a finger
1:14:18stick
1:14:19so that's my my best the best
1:14:21understanding of it
1:14:22do you recall telling that
1:14:26um
1:14:27that of being a strong must not be done
1:14:30do you recall telling him that uh
1:14:34you know he shouldn't tell them if the
1:14:36order prompts a Venus draw no
1:14:38no why would it be important not to tell
1:14:40people that their order
1:14:42requires a Venus draw
1:14:44I think this was a case and this is my
1:14:47my best understanding from having
1:14:49reviewed it recently in which whoever
1:14:52was coming wanted a finger stick and so
1:14:54we were trying to communicate to our
1:14:56teams they've told us that they're
1:14:57coming to do a finger stick
1:14:59please do a finger stick
1:15:01did anyone communicate to you that they
1:15:04wanted a finger stick for this visit in
1:15:06the October 2014 time frame I I don't
1:15:09know I'm that was my best understanding
1:15:12from from looking at this document that
1:15:14they'd communicated that to somebody
1:15:17but you don't have any memory of
1:15:19back in your mind back in the October
1:15:222014 time period we're calling a
1:15:24conversation with I don't I don't
1:15:27okay so if you look down towards the
1:15:28middle of the page
1:15:30um there are two scenarios I wanted to
1:15:32focus on scenario one first
1:15:35so scenario one says canned order from
1:15:38VIP contains tests that prompt for Venus
1:15:41draw do you see that
1:15:43um and then there are two use cases use
1:15:46case a and use case b why don't you take
1:15:50a look at that section of the email and
1:15:53let me know when you're done
1:15:57foreign
1:16:13[Applause]
1:16:20what's the difference between use case a
1:16:23and use case b here
1:16:30I'm just looking at it again in that
1:16:32context
1:16:40I'm actually not sure
1:16:43so use case a says Venus is prompted due
1:16:46to Sun tests not yet being on FS or
1:16:49finger stick but would otherwise prompt
1:16:51of us
1:16:54and do you understand what that means
1:16:58So reading it now it looks like
1:17:01he's referring to a hypothetical
1:17:03scenario in which
1:17:05I'm
1:17:07there are some tests that have not yet
1:17:09been
1:17:10brought up on finger stick but I'm I'm
1:17:13actually I'm not completely sure
1:17:16so in the next bullet point he says
1:17:18remove tests that are not yet on FS and
1:17:20complete transcription
1:17:22do you see that yes and then the visit
1:17:26is completed for sop and then he goes on
1:17:29to say negatives need to either tell the
1:17:31patient at the store that we will not
1:17:32run a few tests
1:17:35this would require hauling the store to
1:17:37have them tell the patient since it
1:17:39cannot be handled through the app or
1:17:40tell them on the back end that we could
1:17:42not run
1:17:43certain tests
1:17:45you see that yes okay okay and then use
1:17:48case b
1:17:49um that's Venus is prompted due to
1:17:51volume of tests but tests would prompt
1:17:53FS if ordered individually what did you
1:17:56understand that scenario to be about
1:18:01my understanding now is that if
1:18:05the tests were validated on fingerstick
1:18:08but that there were so many of them that
1:18:10you wouldn't be able to run them all
1:18:12from a single
1:18:14visits worth of finger stick okay so in
1:18:17other words
1:18:18um I think you mentioned something about
1:18:20their
1:18:21you know a single finger stick draw
1:18:23um if it wasn't if the person was a good
1:18:26bleeder could you could actually run 30
1:18:28tests so you think that in this scenario
1:18:31this person might come in with more than
1:18:3330 tests to be
1:18:35I'm speculating I I don't know what he
1:18:38meant but that's my best guess in
1:18:41looking at it right now okay
1:18:44um fair enough and then if you go
1:18:48to the sub bullet points underneath it
1:18:50says remove enough tests and SM to allow
1:18:52patient to proceed with FS what is SM
1:18:59I don't know
1:19:03is that the name of some system that
1:19:05fairness uses
1:19:08I I mean I can speculate it that it's a
1:19:11piece of software but I'm not
1:19:13I'm not sure
1:19:15and the next sub bullet under that will
1:19:18determine what combination of ctns are
1:19:20required to complete the full order and
1:19:22communicate this before she brings the
1:19:23IP into the draw room what did what does
1:19:26CTN stand for
1:19:29capillary tubes and nanotainers
1:19:33um
1:19:34and then
1:19:37the next bullet point we'll collect the
1:19:38number of ctns required with as few
1:19:40sticks as possible she will fly the
1:19:42samples so that they are handled with
1:19:43extra care when they arrive at the lab
1:19:45finally there are the negatives
1:19:50the first bullet point if VIP is a
1:19:52self-pay patient cash or credit then the
1:19:54receipt printed by the app will only
1:19:55show the test transcribed will not which
1:19:58will not include all the tests on the
1:20:00order and the second bullet point says
1:20:02if they notice missing tests on the
1:20:04receipt they may ask the wag check about
1:20:06it worst case they would make a call
1:20:08tell them everything is fine also be
1:20:10able to come out of the draw room once
1:20:12check-in is complete to welcome them
1:20:13into the room and distract them from
1:20:15looking at the receipt why was it
1:20:17necessary to have
1:20:19distract the person from looking at the
1:20:21receipt
1:20:22I I don't know why this was written here
1:20:25my understanding is that we followed
1:20:27exactly what the SOP is that we did at
1:20:31retail which is this case a that would
1:20:35have been my expectation and I believe
1:20:37that's what we did for this visit
1:20:40what's your basis for that belief
1:20:43did you review some other documents to
1:20:45suggest the sap was followed I did not
1:20:47review other documents but it's my
1:20:49understanding that that's what we always
1:20:50did
1:20:52have you spoken about this this document
1:20:54I have not
1:20:56and and just to check on a couple of
1:20:59things so here when this uh referring to
1:21:04I I don't know
1:21:05um I
1:21:07I think so but I don't know
1:21:09and then I think so
1:21:13at thermos
1:21:15she was yes she was okay
1:21:19okay you can put that one aside
1:21:32handing to you what's been marked there
1:21:35in this exhibit to four okay
1:21:46zip it to four reports to be an October
1:21:5013 2014 email from to Elizabeth Holmes
1:21:54with a copy to Sonny balwani and subject
1:21:56line is retesting in Arizona or with
1:21:59starting dates number th pfn zero zero
1:22:03zero three one three zero eight zero
1:22:05five four have you seen exhibit 204
1:22:09before
1:22:11I'm I I believe so at least parts of it
1:22:16what is exhibition for
1:22:18um an email exchange
1:22:23it looks like there's actually several
1:22:24email exchanges yeah I'm
1:22:29originally between me and and Rob Walton
1:22:32and then it looks like later from
1:22:35our team
1:22:38to me and others in the company
1:22:42did you receive and review exhibit 204
1:22:44on honor about October 13 2014.
1:22:48I I don't remember that um but I I don't
1:22:52have any reason to doubt this okay
1:22:54okay
1:22:55um it's on the subject line of the email
1:22:58were there discussions between fairness
1:23:00and Rob Walton
1:23:02at this time in October 13th
1:23:052014.
1:23:08I'm looking back at the original email
1:23:11which is dated September I believe
1:23:15that I met him in September and had
1:23:19discussions with him at that time okay
1:23:20and what were those discussions about
1:23:22those are the conversations we were
1:23:24talking about earlier about
1:23:26the vision initially for what this could
1:23:28be with Walmart and what we were trying
1:23:32to do with low-cost testing
1:23:34were you also having discussions with
1:23:35him possibly uh with the possibility of
1:23:40Mr Walton investing in there it is as
1:23:43well
1:23:44so we we later had those discussions
1:23:46with with Greg Penner who's part of
1:23:48madrone which is the fund that that Rob
1:23:51is affiliated with
1:23:54okay and when we're when were the
1:23:55discussions with madrone
1:23:58I I don't know specifically I'm around
1:24:00this time frame or slightly later
1:24:06did you meet Rob Walton at that BBT
1:24:08presentation or around that time yes
1:24:13which one was it did you meet him at the
1:24:16presentation or
1:24:18did you meet him around the time of the
1:24:20presentation
1:24:22around the time of the presentation I
1:24:24had a physical meeting with him in
1:24:27Chicago while that conference was
1:24:29underway I don't know that I met him
1:24:31there but I met him around then if that
1:24:35makes sense I'm assuming your
1:24:37presentation was some amount of time you
1:24:38spent more than that amount of time in
1:24:40Chicago and had meetings and he did the
1:24:43best of your recollection he was one of
1:24:44the people he met there whether at a BDT
1:24:46organized event or otherwise yes I had a
1:24:49meeting with him during that trip okay
1:24:51yes
1:24:52so if you look at I think you're looking
1:24:56at the last page of the document which
1:24:59uh has mates number 63 on it so the
1:25:02first email from Rob Walton to you is an
1:25:06email where he says he's it was great to
1:25:09meet you in Chicago last week do you see
1:25:11that yes
1:25:13um then you respond back to him and you
1:25:15tell him that it was great to meet him
1:25:17as well you then you then write can
1:25:20arrange the tests and appointments for
1:25:21you and will follow up on this note
1:25:23directly do you see that
1:25:26yes so you're referring there to when
1:25:28you were referring there to arranging
1:25:30the test and appointments is had you
1:25:32discussed with him the possibility of
1:25:34him coming in for some testing
1:25:38so I I don't remember specifically just
1:25:41looking at this document now it looks
1:25:43like it's referencing an invitation that
1:25:46that we'd made to try to show them what
1:25:48the wellness center experience could be
1:25:50like in the context of what we were
1:25:53trying to roll out and if we were to
1:25:56partner with Walmart at that time
1:25:59so did you say that you believe that he
1:26:01wanted to experience the
1:26:04experience if you were to roll out with
1:26:07Walmart is that what you just what what
1:26:08that experience would be like what that
1:26:09experience would be like okay
1:26:12um and would that include
1:26:14testing on the fairness device
1:26:17uh not necessarily on the device but
1:26:20using the nanotainer for finger stick
1:26:21collection
1:26:23and so did he tell you you know I just
1:26:26want the experience with the nanotainer
1:26:28um but I don't you know I don't mind
1:26:31which device you're going to be using to
1:26:33conduct the testing
1:26:35I I don't believe there were ever
1:26:37conversations on what devices were being
1:26:39used to conduct testing in the clinical
1:26:41lab it was more we'll collect some
1:26:43samples from finger stick and show you
1:26:45the experience of collecting a finger
1:26:47stick
1:26:49so you never had any discussions with
1:26:51him about the actual devices that would
1:26:54be rolled out as part of a Walmart
1:26:56relationship with Meredith
1:26:58I I don't remember the specific
1:27:01conversations
1:27:02um to the extent we would have discussed
1:27:03what we've been referring to as phase
1:27:05two of our model we would have talked
1:27:07about our tspu devices
1:27:10um but I I can't remember a specific
1:27:12conversation with him about that
1:27:15I again believe that this conversation
1:27:18particularly with Walmart was about
1:27:19low-cost testing
1:27:21okay so if you turn to 61 which is two
1:27:25pages in front of the page you're
1:27:26looking at
1:27:33there's an email from
1:27:36I think here you've passed it already so
1:27:39it's the page after that page
1:27:41there's an email in the middle of the
1:27:43page from
1:27:45Rob Walton to he's listing a number of
1:27:47tests that his his doctor has ordered
1:27:50for him to do do you see that list
1:27:53I'm just reading it
1:28:02yes
1:28:04and if you turn another page
1:28:07over
1:28:09actually two more pages on 59.
1:28:15there's an email towards the bottom of
1:28:16the page that's written by you
1:28:20um on October 6th
1:28:21and you're writing to a number of
1:28:24questions it looks like you you asked do
1:28:27we have our sign and branding on the
1:28:29door
1:28:30to the wellness center you ask that
1:28:32there are desktop little bamboo trees in
1:28:36the room and either a small waterfall or
1:28:38some LCD display or a fish do you see
1:28:41that okay why are you asking him
1:28:44whether or not those those things are in
1:28:47the room
1:28:48because we wanted to make sure that the
1:28:51specific Wellness Center that he would
1:28:53go to would be representative of what we
1:28:56hoped to have discussions with him about
1:28:58rolling out more broadly
1:29:02um
1:29:03and then uh and actually you'll see that
1:29:07before your email
1:29:09is on the top of that page
1:29:13there's an email from writing back to
1:29:15you and he says please see my comments
1:29:17below so it doesn't look like he
1:29:19Incorporated some of his answers into
1:29:21your questions and your email
1:29:28I think so like I can't
1:29:30so for instance on the first one do we
1:29:32have our sign and branding on the door
1:29:34to the wall Wellness Center over the
1:29:36Wellness Center
1:29:38there's a dash is going to be going to
1:29:41the store today to check it out this
1:29:42will be there if it's not all there
1:29:43there already would that have been
1:29:45response to you I I think so okay
1:29:49um
1:29:50so
1:29:52going back to that same page
1:29:57from 59. so
1:30:01after you ask those questions you say
1:30:03you should move in on this to ensure it
1:30:05is pm'd perfectly
1:30:07to wish response done and then you go on
1:30:10to say also get his order in our system
1:30:13in advance so his identity remains
1:30:15confidential
1:30:18this will be done I've indicated that
1:30:21she will need to call the physician to
1:30:23confirm which liver function tends to
1:30:25perform
1:30:26do you see that I do okay and then going
1:30:30up the page to your response back it's
1:30:33on the same page
1:30:36and this is still October 6 2014.
1:30:40you then respond do not have a call The
1:30:42Physician work with which ones we can
1:30:44run from the least number of ctns and we
1:30:47will do that
1:30:48why were you telling
1:30:50to
1:30:52instruct not to call the physician
1:30:56I don't know I can speculate just on
1:31:00reading this now
1:31:01um that it's because those are
1:31:03well-defined it's a standard
1:31:07I'm sorry I can speculate just in
1:31:09looking at this right now that these are
1:31:11well-defined tests so we didn't need to
1:31:14call a physician to ask what they were
1:31:18liver function is a defined panel
1:31:21okay so so you're saying that it's
1:31:25asking was was telling you that we would
1:31:28call the position to see which test
1:31:30would be performed under the liver panel
1:31:32and that you thought there was no reason
1:31:33to call the physician because you knew
1:31:35which liver panel tests
1:31:37made it to me I'm guessing but just in
1:31:39looking at it here that's my
1:31:40interpretation of this
1:31:43okay so why would you say work with
1:31:45which ones we can run from the least
1:31:46number of ctns and we will do that
1:31:51I I think that in general we were trying
1:31:54to have
1:31:55as few
1:31:57finger sticks and as little amount of
1:31:59blood as possible
1:32:00for for this and our demos
1:32:05yep
1:32:06why
1:32:08um and in the end did you end up telling
1:32:10Mr Walton that there were
1:32:14certain tests that
1:32:16um
1:32:17you decided to run uh in a certain tests
1:32:20that were not run because you were
1:32:22trying to reduce the number of finger
1:32:25stick draws that would be necessary
1:32:27I I don't know what tests ended up being
1:32:29running we're being run for that okay
1:32:31but did you did you tell him that there
1:32:34might have been certain tests that were
1:32:35dropped off the list
1:32:37I I don't know that the tests were
1:32:39dropped off the list I think we may
1:32:40actually have satisfied his order I'm
1:32:42not sure
1:32:44but you don't recall any conversation of
1:32:46that nature happening with him
1:32:48I don't I don't think I specifically
1:32:51interfaced with him on the demonstration
1:32:52but you know again to the extent we
1:32:56would do that we had an sop for that at
1:32:58retail
1:33:08foreign
1:33:41foreign
1:33:50to you what's been marked during its
1:33:53exhibit to five
1:33:59is it 205 reports to be a December 31st
1:34:052014 email from to
1:34:10um I'm sorry from Elizabeth Holmes with
1:34:12a copy to melwani and with subject line
1:34:15re VIP tomorrow Dash PT PTT
1:34:19with starting dates number thp fm000.
1:34:2533112
1:34:27have you seen exhibit 205 before
1:34:31I I believe so
1:34:34what is exhibit 205
1:34:38um I I think it's an internal series of
1:34:41email exchanges about a demonstration
1:34:46uh did you draft and send exhibit 205 on
1:34:49or about December 31st 2014.
1:34:53I I don't remember it but I don't have
1:34:55reason to question the document
1:34:58um so if you turn to 1116 which is the
1:35:02last page of the document
1:35:06there's an email from he writes in his
1:35:10email there's a VIP coming in tomorrow
1:35:12with PT PTT on his lab order it would be
1:35:16greatly preferred to collect via finger
1:35:18stick would it be possible to run PT and
1:35:20PTT from a CTN
1:35:24was VIP a term that you used to refer to
1:35:28people coming in for demonstrations such
1:35:31as investors
1:35:32prospective investors
1:35:35business partners the board
1:35:38I've seen the term I'm not quite sure
1:35:43um
1:35:45who specifically they used it for I I
1:35:47can infer that it was
1:35:49demonstrations that they thought were
1:35:50important but I I don't know exactly
1:35:54what types of people generally fell in
1:35:56that category did you ever use the term
1:35:58VIP
1:36:00I I don't know I I don't have memory of
1:36:02it I might have I don't think so I may
1:36:05have adopted it if other people were
1:36:06using it
1:36:08did you ever tell
1:36:10um the project management team
1:36:12that certain demonstrations were
1:36:13important
1:36:16sure I did I I can't sit here and
1:36:18remember one right now but
1:36:21we always wanted to make the
1:36:23demonstrations go really well
1:36:27so
1:36:28um and actually going back to his
1:36:31statement where he says it would be
1:36:32greatly preferred to collect via a
1:36:34finger stick why why would that be
1:36:36preferred
1:36:38again it's my understanding that
1:36:40sometimes when people were telling us
1:36:43they were coming for a demonstration
1:36:44they would explicitly communicate we
1:36:45really would like to experience a finger
1:36:47stick and we tried to do that
1:36:51um if you turn the page to 1115
1:36:57you'll see
1:36:59um there's some back and forth that
1:37:01follows to answer questions so do you
1:37:05know who she is I do here she uh she's a
1:37:10scientist and now a team lead at
1:37:11theranos
1:37:12uh team leads what does that mean
1:37:15she manages a group of scientists okay
1:37:17and what does she do what kind of
1:37:20science does she do in clinical
1:37:22chemistry
1:37:23clinical chemistry so what does that
1:37:25mean in terms of the theranos business
1:37:29um there's certain tests that her group
1:37:33focuses on and that she has worked to
1:37:37get on the mini lab and now we've we've
1:37:41just hired a new head of product
1:37:42development and he's expanding her
1:37:44responsibilities to broader groups of
1:37:47tests okay so does she work on the
1:37:49assays or the chemistries yes she does
1:37:52so she's a team lead for one of the
1:37:54assay groups
1:37:56she is now at this point in time I'm not
1:37:58sure exactly what her role was she may
1:38:01have been affiliated with the clinical
1:38:03Lab at that point I don't know
1:38:05which of the assay groups is she a team
1:38:08lead of now the clinical chemistry about
1:38:11clinical chemistry okay and what does
1:38:13that mean in terms of which what types
1:38:15of tests are fall in the clinical
1:38:17chemistry group
1:38:19um chemistry panels like the metabolic
1:38:22panel
1:38:24again her responsibilities are at this
1:38:27exact moment expanding because of the
1:38:29new leadership we've brought in on the
1:38:30product side
1:38:31um and we're particularly focused on
1:38:33only zika right now but I'm
1:38:38you know the the team of people that
1:38:42she's leading right now have expertise
1:38:43on those types of chemistries
1:38:46and there's also another person on here
1:38:48that we haven't talked about before who
1:38:49is she
1:38:51I believe she worked in the clinical lab
1:38:55but I'm not sure what our official role
1:38:57was
1:38:59um so right I don't think we can run PT
1:39:03and PTT on an FS right now
1:39:07previous runs were on tcan in 1601.
1:39:11since we pulled PT from tcan a while
1:39:13back I'm not sure either a PT or PTT is
1:39:16validated using that method also not
1:39:19sure if they're still validated laws of
1:39:21reagents and controls in Normandy the
1:39:23last PT demo I did was in October I do
1:39:27have a good working PT protocol on FS
1:39:29but it is far from validated so there
1:39:32are a number of acronyms here what are
1:39:35PT and PTT
1:39:38I I believe this is referring to two
1:39:41tests for thrombin time and I don't know
1:39:44what PTT stands for but I think it's
1:39:46affiliated with birthrom in time okay
1:39:49okay
1:39:49um and the tcan what is that referring
1:39:52to
1:39:54I I mean reading this now I believe this
1:39:56references to another one of the open
1:40:00platforms on which we could put our
1:40:02proprietary chemistries in the clinical
1:40:04lab
1:40:09okay and then 1601 is that referring to
1:40:12your office
1:40:13address the the building that we were in
1:40:16at that time yes okay
1:40:19um
1:40:20and then finally she talks about how
1:40:23there are still validated loss free
1:40:25agents and controls in Normandy what is
1:40:27Normandy referring to
1:40:30I'm not sure
1:40:32is there a part of your CLIA lab that is
1:40:35called the Normandy lab
1:40:37I know they used that word to describe
1:40:42the sort of small sample finger stick
1:40:44operations at that time and yes they may
1:40:47have referred to a part of the lab that
1:40:49way I'm I'm not sure when you say they
1:40:52who are you referring to our team at
1:40:53theranos you mean everyone at theranos
1:40:56might have referred to the lab as
1:40:58Normandy I I don't know who I'm I'm
1:41:01guessing did you did you ever refer to
1:41:03the lab to portions of the lab as
1:41:05Normandy
1:41:06I I can't I can't remember specific
1:41:08instances sitting here but I could have
1:41:10I'm I I don't I don't remember
1:41:15um so
1:41:17um so
1:41:19is what she's trying to say here that
1:41:21there's no validated method that can
1:41:24perform the PT and PTT test on on finger
1:41:27stick
1:41:33I don't know that that's what she's
1:41:36trying to say I reading this now read
1:41:38this as she's saying they've they've
1:41:40pulled
1:41:42the PT and PTT proprietary test that we
1:41:45were I assume running from this email on
1:41:47finger stick but I'm I'm not sure
1:41:52I'm sorry how is that different from
1:41:54um what I what I was asking you
1:41:58I I understood the question to mean is
1:42:00she saying you can't run PT and PTT
1:42:04and I was responding that I think she's
1:42:07talking specifically about the use of
1:42:10our proprietary chemistry on tcan I I
1:42:12believe there were other ways to run PT
1:42:15and PTT in the lab at that time
1:42:18okay and would those other methods be on
1:42:21finger stick
1:42:22I I don't know
1:42:26so then if you go up one email from that
1:42:32um
1:42:33like he says confirmed with sunny that
1:42:35we need to make this happen for this
1:42:37particular patient and then he says note
1:42:40that we can run and report this as a
1:42:42technology demonstration why is he
1:42:44making that distinction
1:42:47I'm not sure
1:42:51do you know who the VIP patient was
1:42:56I came in
1:43:00I don't know
1:43:07so if you keep going back
1:43:10now we're on
1:43:151113 and 1114 at the bottom of the 1113
1:43:22you'll see an email from back
1:43:25to the group and she says
1:43:271114 the next page
1:43:32I was thinking about this through my
1:43:33whole workout so fun and I think the
1:43:36best use of my time would be to practice
1:43:37doing the assays manually
1:43:40and then if you flip to 1113
1:43:44on the email that's uh sunnyvalewani
1:43:47writes back to her
1:43:49um
1:43:49back to uh
1:43:52occurring maybe as well he says run
1:43:54manually but needs to be accurate
1:43:57so do you do you recall that certain
1:43:59assays were being run manually
1:44:04I I don't have specific Recollections of
1:44:07it again I was
1:44:09trying to
1:44:10speculate earlier about my best
1:44:12understanding of how these technology
1:44:14demonstrations were done outside of the
1:44:16clinical lab process but I'm I'm not
1:44:18sure
1:44:20okay and so who would have the best
1:44:22understanding as to how the
1:44:23demonstrations were run in the CLIA lab
1:44:26I I believe Sunny would be the best
1:44:28person to to ask
1:44:31for VIPs would Sonny let you know how
1:44:33the demonstrations went
1:44:36I'm sure he did sometimes I don't have
1:44:38memory of specific conversations with
1:44:40him
1:44:41um I I
1:44:43been sitting here now I would assume
1:44:44that I would have heard if it was a
1:44:46problem probably from the person that I
1:44:48was interacting with because to the
1:44:49extent I was involved in this it was
1:44:51because I had a relationship with with
1:44:54that person generally
1:44:56do you reconnaissance were any sort of
1:44:58VIP expressed any concerns or had an
1:45:01issue with their their Tech
1:45:02demonstration
1:45:05I can't I can't remember any time where
1:45:08that happened sitting here I wouldn't be
1:45:10surprised if it did I mean we
1:45:12've been a startup but I I don't have a
1:45:15specific memory of one
1:45:17how many instances were Sunny
1:45:19communicated that he had concerns about
1:45:21a demo to you can you recall any
1:45:23instances of that no
1:45:27okay
1:45:28um and then turning back one more page
1:45:31to 1112 sorry the other way around
1:45:33turning the front page
1:45:36um
1:45:37on December 30th 2014 there's an email
1:45:40from
1:45:42and he says all results are ready to be
1:45:45released mentioned we should not report
1:45:47CL since it's so high what does CL refer
1:45:50to
1:45:53I'm not sure I could I could guess that
1:45:56it's chloride but I'm I'm not
1:45:59I don't know that for sure
1:46:01okay and then he goes on to write for
1:46:03added background there are no apparent
1:46:05anomalies in the daily processing both
1:46:07advia's past QC and daily samples ISE
1:46:11are within Tae with no consistent offset
1:46:15um is QC quality control I believe so
1:46:19yes and what is isce stand for
1:46:27I don't know what it means in the
1:46:29context of the sentence I I know those
1:46:32words to mean ion selective electrode
1:46:34um but I'm I don't know if that makes
1:46:36sense in this sentence
1:46:38and what about Tae
1:46:41I believe it's a reference to Total
1:46:43allowable error
1:46:47and then he goes on to say should we
1:46:48Report with cl pending redrop her usual
1:46:52protocol or better in this case to go
1:46:54another route I.E not including C I
1:46:57think he means CL on the report Etc do
1:47:00you see that I do
1:47:03um
1:47:06what is the what did he mean what did
1:47:10you understand him to mean uh should we
1:47:12Report with cl pending redrop her usual
1:47:14protocol what was your usual protocol
1:47:19I I don't know
1:47:21um
1:47:21reading this now I interpret it to mean
1:47:25do we include the value on the report
1:47:29and then say pending redraw or not
1:47:32um but I I'm not sure was that your
1:47:36practice for clinical testing if
1:47:39something was out of range included on
1:47:40the report I don't know
1:47:43Who would know the answer to that our
1:47:45laboratory director
1:47:47okay who else would know besides the
1:47:49laboratory director
1:47:51Sunny White I'm not sure
1:47:55and then you respond back
1:47:59on December 30th as well and you're
1:48:01right it was that high on rerun 2 what
1:48:04do we think happened to which then
1:48:06responds back to you yes high on rerun
1:48:08do you see that
1:48:10I do
1:48:11and then you respond back okay don't
1:48:13include our reports so are you
1:48:15instructing the team there not to
1:48:17include the CL test on the report
1:48:21I I'm not sure reading it now I read
1:48:24this to mean if you have concerns about
1:48:26the value don't report the value yeah
1:48:29but again I don't have recollection of
1:48:33of this email exchange
1:48:35why wouldn't you tell to just include it
1:48:37on the report but ask the patient for a
1:48:40redraw
1:48:42so I'm I'm speculating here but I my
1:48:45understanding was if you think that the
1:48:46concentration is incorrect then you
1:48:48should not include it
1:48:51okay but I guess I'm just wondering why
1:48:55wouldn't she just included but say you
1:48:57know this is too high we can't rely on
1:48:59it let's do a redraw
1:49:01I mean I'm I'm not a laboratory
1:49:03professional but my my understanding is
1:49:05if you believe it's wrong you can't
1:49:06report it
1:49:08okay and so do you know if the person
1:49:11who was tested here was told that this
1:49:15result wasn't reported on on his lab
1:49:16report
1:49:18I don't
1:49:20did you make
1:49:22um
1:49:23decisions like this for lab reports
1:49:28um routinely no
1:49:30okay why were why were you making that
1:49:33decision this time
1:49:35again I can't remember this
1:49:38particular exchange if it was someone
1:49:42who I was communicating with and then I
1:49:46would have been in the loop on these and
1:49:48in general my
1:49:51philosophy on all of this has been if
1:49:53there's a question about a result don't
1:49:55report it
1:49:57and he also mentioned that the
1:50:00um you know the lab director would know
1:50:02what the practice was who was the lab
1:50:04director at this time was it still
1:50:07thank you
1:50:08I I think so but I'm not sure
1:50:10so why wasn't he included on this email
1:50:13change
1:50:15I don't know it looks like this was done
1:50:17as what's being referred to as a
1:50:19technology demonstration
1:50:21with the lab director not involved in
1:50:23technology demonstrations
1:50:25I don't know
1:50:28Who would know whether that was the case
1:50:31again I would I would talk to Sonny
1:50:36do you know if the same kind of review
1:50:38which is you know certain tests results
1:50:41are coming back too high should we
1:50:43remove it or should we keep it on do you
1:50:47know if that those types of
1:50:48conversations were taking place within
1:50:50fairness with respect to regular patient
1:50:52testing
1:50:54they should have been but I now know
1:50:58that we had not effectively implemented
1:51:01our quality system
1:51:03and and who would have been managing
1:51:05that process
1:51:07reviewing patient results
1:51:09it was the job of the lab director and
1:51:12the director of quality for the clinical
1:51:13lab okay and who did they report to
1:51:16the functionally up to Sunny
1:51:19did you have any
1:51:21supervision or did you have any
1:51:24responsibility for overseeing that part
1:51:25of the business
1:51:28to think I'm the CEO of the company I'm
1:51:30responsible for the company but no I was
1:51:32not engaged in it
1:51:36I would take a short break and move over
1:51:38an hour
1:51:41sure
1:51:42this concludes media number three of
1:51:45Elizabeth Holmes we're off the Record at
1:51:473 46.

About this transcript

This page contains the full transcript of Elizabeth Holmes SEC Deposition JULY 11, 2017 3 OF 4 redacted by ANTL Media, generated from the public captions YouTube serves with the video. The transcript has 16,017 words across 2,622 segments, with the original timestamps preserved so you can click any line to jump to that moment in the embedded player.

What you can do with it

Use the transcript to take notes, quote the speaker, build a study guide, generate a summary with ChatGPT or Claude via the YouTube Summary tool, or export it as a timed subtitle file with YouTube to SRT. You can also re-open it in the transcriber to translate the transcript into 100+ languages.

Free YouTube transcript tool

YouTube2Text is a free YouTube transcript generator — no signup, no daily limit. Paste any YouTube link and get the full transcript instantly, with timestamps, click-to-jump, translation to 100+ languages, AI prompts for ChatGPT, Claude, and Gemini, and exports to TXT, SRT, VTT, or Markdown.