Elizabeth A. Holmes — Direct

MR. DOWNEY: HOW LONG DID YOU WORK THERE?

ELIZABETH A. HOLMES: I WORKED THERE FROM 2004 TO 2018.

MR. DOWNEY: WHILE YOU WERE THERE, DID YOU BELIEVE THAT THERANOS DEVELOPED TECHNOLOGY THAT WAS CAPABLE OF RUNNING ANY BLOOD TEST?

MR. DOWNEY: EXPLAIN THAT.

ELIZABETH A. HOLMES: WE WORKED FOR YEARS WITH TEAMS OF SCIENTISTS AND ENGINEERS TO MINIATURIZE ALL OF THE TECHNOLOGIES IN A LABORATORY. THE CORE PART OF THAT WAS A FORMULA FOR BEING ABLE TO RUN TESTS ON SMALL SAMPLES AND RUN THAT FORMULA. WE MINIATURIZED THE TOOLS IN A LAB, LIKE A CENTRIFUGE OR A MICROSCOPE, TO EXECUTE IT. BY 2009, 2010, WE HAD A BREAKTHROUGH IN WHICH WE FIGURED OUT HOW TO APPLY THE FORMULA NOT JUST TO ONE METHOD OF TESTS, BUT TO FOUR. AND ACROSS THOSE FOUR METHODS WE COULD RUN ANY TEST.

MR. DOWNEY: AND IS IT THAT WORK THAT LED YOU TO CONCLUDE THAT THE COMPANY WAS CAPABLE OF PERFORMING ANY BLOOD TEST ESSENTIALLY?

MR. DOWNEY: HOW MANY SMALL SAMPLE ASSAYS DID THERANOS DEVELOP AND VALIDATE IN ITS RESEARCH LABORATORY WHILE YOU WERE AT THE COMPANY?

ELIZABETH A. HOLMES: OVER 300.

MR. DOWNEY: HOW MANY SMALL -- AND DO YOU KNOW THAT THERE WAS A TIME THAT THERANOS OPERATED A CLINICAL LABORATORY OFFERING BLOOD TESTING SERVICES TO THE PUBLIC?

MR. DOWNEY: HOW MANY SMALL SAMPLE ASSAYS DID THERANOS OFFER IN ITS CLINICAL LABORATORY?

ELIZABETH A. HOLMES: OVER 70 OR SO.

MR. DOWNEY: HOW MANY OF THOSE ASSAYS WERE OFFERED WHERE THE ANALYSIS WAS PERFORMED ON A MINIATURIZED THERANOS DEVICE?

ELIZABETH A. HOLMES: TWELVE.

MR. DOWNEY: WHEN YOU SPOKE PUBLICLY ABOUT THE CAPABILITIES OF THERANOS'S TECHNOLOGY, WERE YOU ALWAYS LIMITING YOUR COMMENTS TO WHAT WAS AVAILABLE IN THERANOS'S CLINICAL LAB?

ELIZABETH A. HOLMES: NO.

MR. DOWNEY: I'D LIKE TO TAKE A STEP BACK AND ASK YOU ABOUT YOUR BACKGROUND. WHEN WERE YOU BORN?

ELIZABETH A. HOLMES: I WAS BORN ON FEBRUARY 3RD, 1984.

MR. DOWNEY: WHERE WERE YOU BORN?

ELIZABETH A. HOLMES: IN WASHINGTON, DC.

MR. DOWNEY: DID YOU GROW UP THERE?

ELIZABETH A. HOLMES: I DID FOR A FEW YEARS. I MOVED TO CALIFORNIA. I MOVED BACK TO DC AND THEN TO HOUSTON, TEXAS.

MR. DOWNEY: DID YOU GO TO HIGH SCHOOL IN HOUSTON?

MR. DOWNEY: DID YOU ATTEND COLLEGE?

ELIZABETH A. HOLMES: FIRST YEAR AND A HALF.

MR. DOWNEY: AND WHERE DID YOU ATTEND COLLEGE?

ELIZABETH A. HOLMES: I WENT TO STANFORD UNIVERSITY.

MR. DOWNEY: SO TELL US, IN YOUR FRESHMAN YEAR AT STANFORD, WHAT DID YOU STUDY?

ELIZABETH A. HOLMES: I WAS STUDYING CHEMICAL ENGINEERING AND STARTING TO EXPLORE ELECTRICAL ENGINEERING.

MR. DOWNEY: DURING YOUR FIRST YEAR AT STANFORD, DID YOU MEET A PROFESSOR NAMED CHANNING ROBERTSON?

MR. DOWNEY: AND WHO WAS DR. ROBERTSON AT THAT TIME?

ELIZABETH A. HOLMES: I THINK HE WAS THE CHAIR OF THE CHEMICAL ENGINEERING DEPARTMENT AT THAT TIME AND A CHEMICAL ENGINEERING PROFESSOR WHO HAD BEEN INVOLVED IN A LOT OF COMPANIES IN THE LIFE SCIENCE SPACE.

MR. DOWNEY: AND HOW DID YOU COME TO MEET DR. ROBERTSON?

ELIZABETH A. HOLMES: WHEN I GOT TO STANFORD, I WENT THROUGH THE HANDBOOK OF PROFESSORS LOOKING FOR EVERY PROFESSOR WHO WAS INVOLVED IN BOTH HEALTH TECHNOLOGY, AS WELL AS TRADITIONAL TECHNOLOGY, AND THERE WAS ONLY THREE OR SO OF THEM, SO I SHOWED UP AT HIS OFFICE AND ASKED IF I COULD TAKE HIS CLASS.

MR. DOWNEY: AND DID YOU TAKE HIS CLASS?

MR. DOWNEY: OUTSIDE OF CLASS, DID PROFESSOR ROBERTSON ALSO HAVE A RESEARCH LABORATORY?

MR. DOWNEY: DID YOU COME TO WORK IN THAT RESEARCH LABORATORY DURING YOUR FIRST YEAR AT STANFORD?

MR. DOWNEY: WHO WORKED WITH YOU IN THAT RESEARCH LABORATORY?

ELIZABETH A. HOLMES: SEVERAL OF DR. ROBERTSON'S STUDENTS. I WORKED FOR DR. SHAUNAK ROY.

MR. DOWNEY: AND WHAT KIND OF WORK DID YOU DO IN THAT RESEARCH LABORATORY DURING YOUR FRESHMAN YEAR AT STANFORD?

ELIZABETH A. HOLMES: I WORKED ON WHAT IS CALLED MICROFLUIDICS.

MR. DOWNEY: AND WHAT ARE MICROFLUIDICS?

ELIZABETH A. HOLMES: IT'S THE HANDLING OF VERY SMALL VOLUMES OF FLUID, SO HOW THEY MOVE AND HOW TO PROCESS THEM.

MR. DOWNEY: AND AFTER YOUR FIRST YEAR AT STANFORD, DID YOU CONTINUE TO WORK IN THE SUMMER DURING OR AROUND THE SUBJECTS OF ENGINEERING?

MR. DOWNEY: AND WHERE DID YOU WORK?

ELIZABETH A. HOLMES: I WORKED AT THE GENOME INSTITUTE IN SINGAPORE.

MR. DOWNEY: AND WHAT IS THE GENOME INSTITUTE?

ELIZABETH A. HOLMES: IT IS THE RESEARCH INSTITUTE THAT STUDIES THE HUMAN GENOME, SO DNA, MEDICINES THAT CAN AFFECT IT, AND TESTS BASED ON GENETICS.

MR. DOWNEY: AND WHAT DID YOU DO WHEN YOU WERE WORKING AT THE GENOME INSTITUTE?

ELIZABETH A. HOLMES: I WAS A RESEARCHER WORKING ON WHAT IS CALLED A MICROARRAY, WHICH IS A TEST SYSTEM FOR THE DETECTION OF THE SARS VIRUS.

MR. DOWNEY: CAN YOU REMIND US WHAT THE SARS VIRUS WAS?

ELIZABETH A. HOLMES: YES. IT WAS A PRECURSOR TO COVID IN SOME WAYS. IT WAS AN INFLUENZA-LIKE VIRUS THAT WAS BREAKING OUT AT THAT TIME.

MR. DOWNEY: AND WHILE YOU WERE WORKING AT THE GENOME INSTITUTE, DID YOU COME TO DEVELOP A MENTOR AT THE GENOME INSTITUTE AS WELL?

MR. DOWNEY: AND WHO WAS THAT?

ELIZABETH A. HOLMES: DR. EDISON LIU.

MR. DOWNEY: AND WHO WAS DR. EDISON LIU AS OF -- WHAT YEAR WAS THIS APPROXIMATELY?

ELIZABETH A. HOLMES: THIS WAS 2003.

MR. DOWNEY: AND WHO WAS DR. EDISON LIU AS OF 2003?

ELIZABETH A. HOLMES: HE WAS A RESEARCHER IN THE BREAST CANCER SPACE. HE HAD BEEN A LEADER AT THE NATIONAL CANCER INSTITUTE, AND HE HAD COME TO SINGAPORE TO RUN THE GENOME INSTITUTE IN SINGAPORE.

MR. DOWNEY: NOW, IN YOUR TIME WORKING AT THE GENOME INSTITUTE, DID YOU BEGIN TO, TO DEVELOP AN IDEA THAT LED YOU TO FILE A PATENT APPLICATION?

MR. DOWNEY: AND IS THE INVENTION THAT WAS THE SUBJECT OF THAT PATENT APPLICATION SOMETHING THAT ULTIMATELY FORMED PART OF THE BASIS OF THE TECHNOLOGIES THAT WERE USED AT THERANOS?

MR. DOWNEY: DID YOU WORK ON THAT PATENT APPLICATION WHILE YOU WERE AT THE GENOME INSTITUTE OR AFTER YOU RETURNED?

ELIZABETH A. HOLMES: BOTH.

MR. DOWNEY: OKAY. NOW, TELL US BEFORE -- I WANT TO ASK YOU ABOUT WHAT IDEA IT IS THAT YOU HAD, BUT BEFORE I DO THAT, CAN YOU TELL US WHAT WAS HAPPENING IN YOUR HEAD THAT GENERATED THE IDEA THAT YOU MIGHT FILE A PATENT APPLICATION?

ELIZABETH A. HOLMES: I HAD BEEN WORKING AT STANFORD ON THE HANDLING OF SMALL VOLUMES OF FLUID. I HAD BEEN WORKING IN SINGAPORE ON THESE MICROARRAY MACHINES, WHICH ARE BIG DIAGNOSTIC MACHINES, AND I HAD ALSO HAD THE OPPORTUNITY TO DO SOME RESEARCH ON DRUG DELIVERY TECHNOLOGIES. AND I THOUGHT I COULD COMBINE THEM AND MINIATURIZE SOME OF THE TECHNOLOGY THAT I HAD SEEN IN THE LAB IN SINGAPORE.

MR. DOWNEY: AND DID YOU THINK OF A PARTICULAR INVENTION?

MR. DOWNEY: AND WHAT WAS THAT?

ELIZABETH A. HOLMES: I THOUGHT ABOUT MINIATURIZING THOSE TECHNOLOGIES TO THE POINT THAT THEY COULD BE PUT IN A PILL THAT SOMEONE COULD SWALLOW AND DO TESTING THROUGH THE PILL WHILE IT'S GOING THROUGH YOUR BODY, OR IN A PATCH THAT SOMEONE COULD WEAR.

MR. DOWNEY: DID YOU DISCUSS THE IDEA THAT YOU WERE CONSIDERING WITH ANYONE IN SINGAPORE?

MR. DOWNEY: AND WITH WHOM DID YOU DISCUSS IT?

ELIZABETH A. HOLMES: I DISCUSSED IT WITH DR. LIU.

MR. DOWNEY: AND TELL US ABOUT THAT CONVERSATION.

ELIZABETH A. HOLMES: DR. LIU WAS VERY ENCOURAGING. HE WAS EXCITED ABOUT THE IDEA. HE THOUGHT IT WAS POSSIBLE AND ENCOURAGED ME TO PURSUE IT.

MR. DOWNEY: AND AT THE TIME THAT YOU WERE FILING THIS PATENT APPLICATION, WERE THERE ANY TECHNOLOGIES THAT EXISTED THAT ALLOWED SOMEONE AT THE POINT OF THE BODY TO RECEIVE AN IMMEDIATE DIAGNOSIS, OR A READING OF THEIR BLOOD OR OTHER BODILY FLUID?

ELIZABETH A. HOLMES: NOT THAT I KNEW OF IN THE SAME WAY. THERE WAS GLUCOSE METERS THAT COULD DO GLUCOSE TESTING, OR CHOLESTEROL METERS THAT COULD DO CHOLESTEROL TESTING. THESE ARE MOSTLY TECHNOLOGIES FOR A SINGLE OR A FEW TESTS. BUT THEY WEREN'T INGESTIBLES OR WEARABLES.

MR. DOWNEY: WHEN YOU RETURNED FROM SINGAPORE, DID YOU WORK ON THAT PATENT APPLICATION?

MR. DOWNEY: AND WHERE DID YOU DO THAT?

ELIZABETH A. HOLMES: AT MY PARENTS' HOME IN HOUSTON.

MR. DOWNEY: AND DID YOU ULTIMATELY FILE THAT PATENT APPLICATION?

100

MR. DOWNEY: LET ME ASK YOU TO LOOK AT EXHIBIT 7051. THAT SHOULD BE IN YOUR NOTEBOOK NEXT TO A TAB THAT SAYS 7051.

101

ELIZABETH A. HOLMES: OH. OKAY.

102

MR. DOWNEY: AND JUST TAKE A MOMENT TO LOOK AT THAT. AND CAN YOU TELL US, IS THIS THE PATENT APPLICATION THAT YOU FILED IN SEPTEMBER OF 2003?

103

104

MR. DOWNEY: YOUR HONOR, I MOVE THE ADMISSION OF 7051.

105

MR. LEACH: NO OBJECTION.

106

JUDGE DAVILA: IT'S ADMITTED. IT MAY BE PUBLISHED.

107

(DEFENDANT'S EXHIBIT 7051 WAS RECEIVED IN EVIDENCE.)

108

BY MR. DOWNEY:

109

MR. DOWNEY: NOW, AT THE TIME THAT YOU -- LET'S GET THE DATE FOR WHEN YOU FILED THIS APPLICATION. DID YOU FILE THIS IN SEPTEMBER OF 2003?

110

111

MR. DOWNEY: OKAY. AND AT THE TIME THAT YOU FILED IT, DID YOU HAVE A PROTOTYPE OF AN ACTUAL PILL OR PATCH THAT YOU WERE SEEKING A PATENT ON?

112

ELIZABETH A. HOLMES: NO.

113

MR. DOWNEY: AND DID THE APPLICATION THAT YOU FILED DESCRIBE THE INVENTION THAT REFLECTED THE IDEA THAT YOU HAD?

114

115

MR. DOWNEY: LET ME ASK YOU TO LOOK AT PAGE 30 WITHIN EXHIBIT 7051. AND WE CAN PUT THAT UP ON THE SCREEN. I'D ASK YOU JUST TO EXPLAIN FROM THIS -- THIS IS A DIAGRAM THAT WAS CONTAINED WITHIN YOUR PATENT APPLICATION?

116

ELIZABETH A. HOLMES: IT IS.

117

MR. DOWNEY: AND DOES THIS DIAGRAM REFLECT THE INVENTIONS THAT YOU WERE FILING AN APPLICATION ON?

118

119

MR. DOWNEY: AND TAKING -- USING THIS DIAGRAM, CAN YOU EXPLAIN THE IDEA FOR THE INVENTION?

120

ELIZABETH A. HOLMES: YES. AND IT SOUNDS LIKE I CAN'T POINT. NO? OKAY.

121

JUDGE DAVILA: I DON'T THINK IT'S WORKING. IS THIS OPERATIONAL, MS. KRATZMANN? THE TOUCH SCREEN?

122

COURT CLERK: NO, THAT FEATURE IS NOT WORKING, YOUR HONOR.

123

MR. DOWNEY: WELL, MAYBE I CAN ASK MR. BENNETT TO HIGHLIGHT THE RELEVANT PORTIONS AS SHE DISCUSSES THEM.

124

MR. DOWNEY: SO WHERE ON THIS DIAGRAM SHOULD WE START TO UNDERSTAND THE INVENTION?

125

ELIZABETH A. HOLMES: YEAH. SO START AT THE TOP. SO FIRST OF ALL, THIS IS A PILL.

126

MR. DOWNEY: IS THAT WITH THE CIRCULAR PART ON THE TOP?

127

ELIZABETH A. HOLMES: YES, IT'S THE CIRCULAR PART ON THE TOP.

128

MR. DOWNEY: LET ME JUST ASK MR. BENNETT TO HIGHLIGHT THAT SO WE --

129

ELIZABETH A. HOLMES: AND WHAT WE'RE LOOKING AT IS A PILL THAT COULD BE SWALLOWED WHERE FLUID COULD FLOW IN AND OUT OF THE PILL AS IT GOES THROUGH THE BODY. SO THE IDEA WAS THOSE LITTLE HOLES THAT ARE CALLED MEMBRANES WOULD ALLOW FLUID TO MOVE IN, RUN OVER THOSE BEADS, WHICH ARE SENSORS, TO REACT --

130

MR. DOWNEY: ARE THE BEADS THE BLACK DOTS UNDERNEATH?

131

ELIZABETH A. HOLMES: EXACTLY.

132

MR. DOWNEY: I INTERRUPTED YOU. I'M SORRY. WHAT ARE THE SENSORS?

133

ELIZABETH A. HOLMES: THE BEADS THEMSELVES ARE SENSORS. SO THERE'S CHEMISTRY THERE THAT WOULD INTERACT WITH THE SAMPLE, AND THE SAMPLE WOULD FLOW OUT THE OTHER SIDE. WHEN THE CHEMISTRY INTERACTED WITH THE SAMPLE, IT WOULD RUN A TEST. AND THE SIGNAL, OR THE DATA FROM THAT TEST WOULD BE TRANSFERRED WIRELESSLY TO SOME TYPE OF HANDHELD DEVICE WHERE PROCESSING OF THAT DATA WOULD BE DONE, AND THEN INFORMATION WOULD BE TRANSFERRED BACK TO THE PILL WHICH HAD DRUGS LOADED INTO THOSE LITTLE RESERVOIRS OR CHANNELS.

134

MR. DOWNEY: ARE THEY THE FLAT LINES IN THE -- NEXT TO NUMBER 10 AND 11?

135

ELIZABETH A. HOLMES: EXACTLY, YES. AND THE IDEA WAS THAT THE DRUG COULD BE RELEASED BASED ON WHAT IS MEASURED IN THE BODY. SO, FOR EXAMPLE, IF YOU WERE SICK WITH AN INFECTION, THE PILL COULD PICK IT UP AND DELIVER A MEDICATION, LIKE AN ANTIBIOTIC, IN REALTIME.

136

MR. DOWNEY: AND DID YOU GET THIS APPLICATION FOR A PATENT ON FILE BEFORE YOU RETURNED TO YOUR SOPHOMORE YEAR AT STANFORD?

137

138

MR. DOWNEY: WHEN YOU RETURNED TO STANFORD, DID YOU DISCUSS WITH PROFESSOR ROBERTSON THE IDEA OF THE PATENT AND THE PATENT APPLICATION THAT YOU FILED?

139

140

MR. DOWNEY: AND WHAT WAS HIS REACTION?

141

ELIZABETH A. HOLMES: I THINK HE WAS A BIT SKEPTICAL AT FIRST. I GAVE HIM A COPY OF THE PROVISIONAL APPLICATION. HE READ IT. HE SAID IT WAS SOMETHING THAT HAD NOT BEEN DONE BEFORE, AND HE ENCOURAGED ME TO CONTINUE MY RESEARCH.

142

MR. DOWNEY: DURING YOUR SOPHOMORE YEAR, DID YOU CONTINUE TO WORK IN DR. ROBERTSON'S RESEARCH LABORATORY?

143

144

MR. DOWNEY: AND DID YOU CONTINUE TO WORK ON MICROFLUIDICS?

145

146

MR. DOWNEY: AND DID YOU ALSO BEGIN TO DO INDEPENDENT RESEARCH AT STANFORD IN THE AREAS OF MICROFLUIDICS AND NANO FABRICATION?

147

148

MR. DOWNEY: AND TELL US WHAT NANO FABRICATION IS.

149

ELIZABETH A. HOLMES: IT'S LITERALLY THE FABRICATION OR THE MAKING OF NANO SCALE TECHNOLOGY, SO VERY SMALL TECHNOLOGIES, OFTEN CHIPS, LIKE SILICON CHIPS, THAT CAN BE BUILT IN A FAB.

150

MR. DOWNEY: AND WERE BOTH OF THOSE DISCIPLINES RELEVANT TO THE INVENTION ON WHICH YOU FILED A PATENT APPLICATION?

151

152

MR. DOWNEY: HOW MUCH TIME DID YOU SPEND WORKING IN -- BETWEEN THE INDEPENDENT RESEARCH AND YOUR WORK IN DR. ROBERTSON'S RESEARCH LABORATORY, HOW MUCH TIME DID YOU SPEND ON THAT RELATIVE TO YOUR CLASS WORK?

153

ELIZABETH A. HOLMES: I SPENT ALMOST ALL OF MY TIME ON THAT.

154

MR. DOWNEY: OKAY. DID THAT ULTIMATELY CAUSE YOU -- IS THAT ONE OF THE REASONS THAT YOU DECIDED TO LEAVE STANFORD UNIVERSITY?

155

ELIZABETH A. HOLMES: THAT'S ONE OF THE REASONS, YES.

156

MR. DOWNEY: WHEN DID YOU ACTUALLY END UP LEAVING STANFORD AS A STUDENT?

157

ELIZABETH A. HOLMES: I LEFT IN MARCH OF 2004.

158

MR. DOWNEY: DID YOU HAVE ANY CONVERSATIONS WITH PROFESSOR ROBERTSON ABOUT YOUR DECISION TO LEAVE?

159

160

MR. DOWNEY: AND TELL US ABOUT THAT CONVERSATION.

161

ELIZABETH A. HOLMES: I TOLD HIM I WANTED TO TAKE A LEAVE OF ABSENCE. HE EXPRESSED SOME CONCERN ABOUT ME NOT FINISHING COLLEGE, BUT I WAS ALWAYS ABLE TO GO BACK. AND HE ULTIMATELY WAS SUPPORTIVE AND SAID HE WOULD HELP ME BUILD.

162

MR. DOWNEY: AND WHEN YOU HAD THE PATENT APPLICATION ON FILE, WAS THE NEXT STEP TO TRY TO BUILD A PROTOTYPE OF THE INVENTION?

163

164

MR. DOWNEY: IS THAT WHAT YOU BEGAN TO DO AFTER YOU LEFT STANFORD?

165

166

MR. DOWNEY: AND TELL US ABOUT HOW YOU DID THAT. DID YOU START THE COMPANY, OR DID YOU DO IT ON YOUR OWN AT FIRST?

167

ELIZABETH A. HOLMES: I WAS DOING IT ON MY OWN. I DID THEN START A COMPANY AND TRIED TO RAISE THE MONEY TO GET A LAB AND TO BE ABLE TO HIRE SCIENTISTS TO WORK WITH TO BUILD.

168

MR. DOWNEY: OKAY. AND TELL US ABOUT JUST THE FIRST FEW MONTHS OF THAT COMPANY'S -- FIRST OF ALL, WHAT WAS THAT COMPANY CALLED?

169

ELIZABETH A. HOLMES: I CALLED IT REAL-TIME CURES.

170

MR. DOWNEY: OKAY. AND THEN LATER HOW DID IT COME TO BE CALLED THERANOS?

171

ELIZABETH A. HOLMES: CHANGED THE NAME TO THERANOS.

172

MR. DOWNEY: OKAY. AND WHEN WAS THAT?

173

ELIZABETH A. HOLMES: IN 2005, I THINK.

174

MR. DOWNEY: OKAY. SO LET'S TALK ABOUT THE EARLY PART OF THE COMPANY WHEN IT WAS STILL REAL-TIME CURES. WHAT -- OTHER THAN BUILDING THE TEAM AND TRYING TO FIND SPACE FOR A LAB, WHAT ELSE WERE YOU DOING WITH RESPECT TO THE PRODUCT OR THE INVENTION?

175

ELIZABETH A. HOLMES: WE, WE WERE PROTOTYPING. SO WE WERE TRYING TO BUILD THE COMPONENTS OF THE TECHNOLOGY IN THIS LITTLE LAB THAT WE ULTIMATELY GOT SET UP.

176

MR. DOWNEY: YOU MENTIONED YOU WERE TRYING TO HIRE EMPLOYEES. WERE YOU ULTIMATELY ABLE TO HIRE SOME EMPLOYEES TO WORK WITH YOU ON IT?

177

178

MR. DOWNEY: AND WHO WERE THEY?

179

ELIZABETH A. HOLMES: I HAD THE OPPORTUNITY TO HIRE SOME OF THE PEOPLE THAT I WAS WORKING FOR AND WITH AT STANFORD, TWO OF DR. ROBERTSON'S STUDENTS AND TWO PEOPLE THAT I HAD MET IN THE FAB, THE FABRICATION FACILITY, WHO HAD WORKED AT I.B.M. FOR A LONG TIME.

180

MR. DOWNEY: AND DID DR. ROBERTSON HAVE ANY ROLE WITH REGARD TO THE NEW COMPANY, REAL-TIME CURES?

181

182

MR. DOWNEY: AND WHAT ROLE DID HE HAVE?

183

ELIZABETH A. HOLMES: HE BECAME OUR FIRST BOARD MEMBER.

184

MR. DOWNEY: NOW, DID THERE COME A TIME WHEN YOU -- I BELIEVE YOU SAID YOU HAD FILED A PATENT APPLICATION IN 2003; IS THAT RIGHT?

185

186

MR. DOWNEY: AND WAS THAT AN APPLICATION FOR A FINAL PATENT OR WAS IT WHAT IS KNOWN AS A PROVISIONAL PATENT APPLICATION?

187

ELIZABETH A. HOLMES: IT WAS A PROVISIONAL PATENT.

188

MR. DOWNEY: AND CAN YOU EXPLAIN WHAT THAT MEANS?

189

ELIZABETH A. HOLMES: IT'S THE VERY FIRST STEP IN THE PATENT PROCESS WHERE YOU PUT YOUR IDEA ON FILE TO MARK THE DATE OF THE INVENTION.

190

MR. DOWNEY: OKAY. DID YOU ULTIMATELY -- WERE YOU ULTIMATELY SUCCESSFUL IN OBTAINING A PATENT ON THE APPLICATION THAT YOU FILED IN 2003 BEFORE YOUR SOPHOMORE YEAR AT STANFORD?

191

192

MR. DOWNEY: LET ME ASK YOU TO LOOK AT EXHIBIT 9501.

193

194

MR. DOWNEY: CAN YOU TELL US WHAT THIS IS?

195

ELIZABETH A. HOLMES: THIS IS THE ACTUAL PATENT THAT WAS ISSUED ON THAT IDEA.

196

MR. DOWNEY: YOUR HONOR, I MOVE TO ADMIT 9501.

197

MR. LEACH: NO OBJECTION, YOUR HONOR.

198

JUDGE DAVILA: IT'S ADMITTED. IT MAY BE PUBLISHED.

199

(DEFENDANT'S EXHIBIT 9501 WAS RECEIVED IN EVIDENCE.)

200

BY MR. DOWNEY:

201

MR. DOWNEY: I'D LIKE TO JUST HIGHLIGHT THE FIRST PAGE OF THIS PATENT. WHEN WAS THIS GRANTED?

202

ELIZABETH A. HOLMES: IT WAS GRANTED ON NOVEMBER 6TH OF 2007.

203

MR. DOWNEY: OKAY. AND DO YOU SEE ON THE LEFT-HAND SIDE THERE'S AN ITEM, INVENTORS, AND THEN THERE'S YOUR NAME AND SOME OTHERS?

204

205

MR. DOWNEY: AND WHY ARE THE OTHERS LISTED AS INVENTORS ON THE PATENT?

206

ELIZABETH A. HOLMES: BECAUSE THEY CAME UP WITH SOME OF THE KEY IDEAS IN DEVELOPING THE PROTOTYPE.

207

MR. DOWNEY: NOW, YOU WERE ULTIMATELY ABLE TO BUILD A PROTOTYPE?

208

209

MR. DOWNEY: AND WHEN DID THAT HAPPEN?

210

ELIZABETH A. HOLMES: STARTING IN 2004 AND OVER THE COURSE OF THE YEAR.

211

MR. DOWNEY: ABOUT A YEAR AFTER YOU FILED THE APPLICATION?

212

213

MR. DOWNEY: AND ONCE YOU HAD A PROTOTYPE, DID YOU BEGIN TO START TO THINK ABOUT HOW YOU MIGHT TURN THIS INVENTION INTO SOME KIND OF A PRODUCT THAT MIGHT BE USED BY SOMEONE WHO MIGHT PAY YOU MONEY FOR IT?

214

215

MR. DOWNEY: TELL US ABOUT THAT PROCESS.

216

ELIZABETH A. HOLMES: I KNEW A PROFESSOR AT STANFORD WHO HAD AN ENTREPRENEURSHIP CLASS AND HE SAID I COULD WORK WITH HIS CLASS ON A PROJECT TO COME UP WITH A BUSINESS PLAN, AND I DID THAT.

217

MR. DOWNEY: AND WERE YOU ULTIMATELY ABLE TO COME UP WITH A BUSINESS PLAN FOR THE INVENTION?

218

219

MR. DOWNEY: AND TELL US ABOUT THAT BUSINESS PLAN.

220

ELIZABETH A. HOLMES: THE BUSINESS PLAN FOCUSSED ON INTRODUCING OUR TECHNOLOGY TO PHARMACEUTICAL COMPANIES FOR USE IN CLINICAL TRIALS WHERE WE COULD DEVELOP A LIBRARY OF TESTS AND TRY TO HELP PHARMA COMPANIES GET DRUGS TO MARKET FASTER.

221

MR. DOWNEY: WE'VE HEARD SOME TESTIMONY IN THE CASE ABOUT CLINICAL TRIALS AND PHARMACEUTICAL COMPANIES. IS THIS PERIOD OF 2004 REALLY THE FIRST TIME THAT YOU STARTED WORKING ON A PRODUCT THAT COULD BE USED BY PHARMACEUTICAL COMPANIES?

222

223

MR. DOWNEY: NOW, WITH THE BUSINESS PLAN IN MIND, DID YOU GO ABOUT TRYING TO INTEREST PHARMACEUTICAL COMPANIES?

224

ELIZABETH A. HOLMES: I DID, YES.

225

MR. DOWNEY: AND TELL US ABOUT THAT.

226

ELIZABETH A. HOLMES: I MET WITH EVERYONE I COULD WHO KNEW SOMEONE WHO WORKED IN PHARMA OR WAS IN PHARMA TO TRY TO UNDERSTAND WHAT THEY DID AND WHAT THEY WOULD BE INTERESTED IN.

227

MR. DOWNEY: OKAY. LET ME SHOW YOU EXHIBIT 15015.

228

229

MR. DOWNEY: TAKE A MOMENT TO REVIEW THAT.

230

231

MR. DOWNEY: WHO IS -- DO YOU KNOW WHO THE RECIPIENT OF THIS EMAIL IS, TOW CHONG?

232

ELIZABETH A. HOLMES: I DO GENERALLY, YES.

233

MR. DOWNEY: AND WHO IS HE?

234

ELIZABETH A. HOLMES: I BELIEVE HE EITHER LED OR WAS ONE OF THE LEADERS AT A RESEARCH INSTITUTE IN SINGAPORE.

235

MR. DOWNEY: AND WHO -- AND YOU SENT HIM THIS EMAIL IN CONNECTION WITH YOUR EFFORTS TO OBTAIN PHARMACEUTICAL BUSINESS?

236

ELIZABETH A. HOLMES: I THINK THIS IS AN EMAIL FROM DR. LIU TO HIM TO FACILITATE AN INTRODUCTION SO I COULD TALK TO HIM ABOUT THAT AND BUILDING OUR PRODUCT.

237

MR. DOWNEY: OKAY. YOUR HONOR, I MOVE THE ADMISSION OF 15015.

238

MR. LEACH: NO OBJECTION.

239

JUDGE DAVILA: IT'S ADMITTED.

240

(DEFENDANT'S EXHIBIT 15015 WAS RECEIVED IN EVIDENCE.)

241

BY MR. DOWNEY:

242

MR. DOWNEY: IF WE CAN JUST SHOW THE FIRST PARAGRAPH OF 15015. SO AS YOU SAID HERE, DR. LIU IS WRITING TO TOW CHONG -- AND JUST AS A REMINDER, DR. LIU WAS THE MENTOR THAT YOU HAD DEVELOPED WHILE YOU WERE IN SINGAPORE?

243

244

MR. DOWNEY: AND IS WHAT IS REFLECTED IN THIS EMAIL AN EXAMPLE OF YOU REACHING OUT TO EVERYONE YOU KNEW TO SEE IF YOU COULD FIND A WAY TO GET SOME ENTRE TO PHARMACEUTICAL COMPANIES?

245

246

MR. DOWNEY: AND HOW MUCH WORK DID YOU DO DOING THAT KIND OF EFFORT?

247

ELIZABETH A. HOLMES: I STARTED WORKING ALL OF THE TIME. I WAS, I WAS TALKING TO MY FAMILY, TALKING TO THEIR FRIENDS, TALKING TO PEOPLE I HAD KNOWN AT STANFORD, TRYING TO MEET PEOPLE WHO COULD HELP ME BUILD THIS.

248

MR. DOWNEY: NOW, IN THE FIRST YEAR OR SO OF THE COMPANY, HOW DID YOU GO ABOUT FINANCING WORK ON THE TECHNOLOGY, YOUR EMPLOYEES, AN OFFICE AND SO FORTH? HOW DID YOU DO THAT?

249

ELIZABETH A. HOLMES: I STARTED WITH TALKING TO MY PARENTS, AND THEY LET ME TAKE THE MONEY THAT THEY HAD SAVED FOR ME TO BE ABLE TO GO TO COLLEGE TO WORK ON MY PATENT. AND THEN I WENT TO TRY TO RAISE OR BORROW MONEY.

250

MR. DOWNEY: OKAY. AND WERE YOU ABLE TO BORROW MONEY?

251

252

MR. DOWNEY: OKAY. AND WERE YOU ABLE TO RAISE ENOUGH MONEY THROUGH THOSE KIND OF STEPS TO KEEP THE COMPANY GOING?

253

254

MR. DOWNEY: I'D LIKE TO ASK YOU ABOUT ONCE YOU HAD A PROTOTYPE AND TRYING TO DEVELOP IT INTO A PRODUCT. DID YOU STRUCTURE THE COMPANY TO TRY TO BUILD AN ACTUAL PRODUCT OUT OF THE, OUT OF THE PROTOTYPE THAT YOU HAD?

255

256

MR. DOWNEY: HOW DID YOU STRUCTURE THE COMPANY TO TRY TO DO THAT?

257

ELIZABETH A. HOLMES: I STRUCTURED IT AROUND THREE CORE AREAS: THE FIRST WAS CHEMISTRY OR THE ASSAYS; THE SECOND WAS HARDWARE; AND THE THIRD WAS SOFTWARE.

258

MR. DOWNEY: AND CAN YOU JUST REMIND US, WHEN YOU SAY CHEMISTRY OR ASSAYS, ARE THEY SYNONYMS IN YOUR MIND?

259

ELIZABETH A. HOLMES: THEY ARE, YES.

260

MR. DOWNEY: OKAY. EXPLAIN WHY THAT IS AND WHAT THAT IS FOR THE BENEFIT OF THE JURY, WHO HAS HEARD ABOUT IT BEFORE, BUT JUST EXPLAIN THAT, PLEASE.

261

ELIZABETH A. HOLMES: YES. THE ASSAYS ARE WHAT WE HAVE BEEN TALKING ABOUT AS TESTS. ASSAYS IS THE TECHNICAL WORD THAT WE WOULD USE IN OUR LAB TO DESCRIBE THE TESTS. THE CHEMISTRY IS WHAT THE ASSAY ACTUALLY IS. SO IT'S CHEMICALS THAT MAKE UP THE TESTS. SO I SOMETIMES SAY CHEMISTRY OR ASSAY OR TEST.

262

MR. DOWNEY: NOW, YOU MENTIONED THAT YOU BROKE THE TEAMS INTO A GROUP WORKING ON THE ASSAYS; RIGHT?

263

264

MR. DOWNEY: AND A GROUP WORKING ON THE HARDWARE; CORRECT?

265

266

MR. DOWNEY: AND A GROUP WORKING ON THE SOFTWARE; CORRECT?

267

268

MR. DOWNEY: NOW, AT SOME POINT DID THE -- YOUR IDEA AS TO WHAT THE HARDWARE SHOULD BE CHANGE?

269

270

MR. DOWNEY: AND I THINK YOU SAID THAT, IN CONNECTION WITH THE ORIGINAL PATENT APPLICATION, THAT YOU HAD BEEN THINKING ABOUT A PILL THAT WOULD BE SWALLOWED.

271

272

MR. DOWNEY: TELL US HOW THE IDEAS ABOUT THE HARDWARE EVOLVED AND WHY THEY EVOLVED?

273

ELIZABETH A. HOLMES: THE IDEA STARTED WITH THE PILL WITH THE IDEA THAT SOMEONE COULD LITERALLY SWALLOW A TECHNOLOGY LIKE THAT AND NOT HAVE TO TAKE ANY OTHER ACTIONS AND A TEST COULD BE DONE AND A DRUG COULD BE DELIVERED. THAT SAME TECHNOLOGY IDEA EXPANDED TO A PATCH THAT COULD BE WORN AND BLOOD COULD BE MEASURED AND DELIVERED. AS I STARTED TALKING TO PEOPLE ABOUT WHAT COULD BE USEFUL FOR A PHARMACEUTICAL CLINICAL TRIAL, I LEARNED THAT PEOPLE WERE INTERESTED IN A BENCHTOP OR A TABLETOP DEVICE, AND WE MOVED TO TRYING TO BUILD THAT.

274

MR. DOWNEY: OKAY. AND WERE YOU SUCCESSFUL IN BUILDING THAT?

275

276

MR. DOWNEY: LET ME ASK YOU TO LOOK AT EXHIBIT 15026.

277

278

MR. DOWNEY: AND IS THIS A PROTOTYPE OF THE DEVICE THAT YOU JUST DESCRIBED?

279

280

MR. DOWNEY: YOUR HONOR, I MOVE THE ADMISSION OF 15026.

281

MR. LEACH: NO OBJECTION, YOUR HONOR.

282

JUDGE DAVILA: IT'S ADMITTED. IT MAY BE PUBLISHED.

283

(DEFENDANT'S EXHIBIT 15026 WAS RECEIVED IN EVIDENCE.)

284

BY MR. DOWNEY:

285

MR. DOWNEY: AND CAN YOU, IN BRIEF TERMS, JUST EXPLAIN THIS TECHNOLOGY AND HOW THE VARIOUS COMPONENTS OF WHAT YOU HAVE BEEN MENTIONING, THAT IS, THE SOFTWARE AND THE HARDWARE AND THE ASSAYS, WERE DESIGNED TO WORK ON THIS TECHNOLOGY?

286

287

MR. LEACH: YOUR HONOR, I DON'T MEAN TO INTERRUPT. THE IMAGE OF MY 15026 IS DIFFERENT FROM WHAT IS BEING DISPLAYED ON THE SCREEN.

288

MR. DOWNEY: OH, I BEG YOUR PARDON.

289

(DISCUSSION AMONGST COUNSEL OFF THE RECORD.)

290

MR. DOWNEY: HAS THAT BEEN CORRECTED?

291

MR. LEACH: I NOW HAVE A DIFFERENT COPY, YOUR HONOR. THANK YOU.

292

MR. DOWNEY: YES. SO I MOVE THAT IN.

293

JUDGE DAVILA: IT'S ADMITTED. IT MAY BE PUBLISHED.

294

(DEFENDANT'S EXHIBIT 15026 WAS RECEIVED IN EVIDENCE.)

295

ELIZABETH A. HOLMES: WOULD YOU MIND REPEATING THE QUESTION JUST SO I CAN --

296

BY MR. DOWNEY:

297

MR. DOWNEY: THE QUESTION WAS, CAN YOU EXPLAIN HOW THE HARDWARE AND THE SOFTWARE AND THE ASSAYS WERE DESIGNED TO WORK IN CONNECTION WITH THIS PROTOTYPE? EXPLAIN HOW EACH PIECE WORKS.

298

ELIZABETH A. HOLMES: I CAN. SO WHAT WE DID, IT WAS MOVED FROM SOMETHING LIKE A PATCH WHERE YOU COULD MONITOR AND RUN A CHEMISTRY AND DETECT SOMETHING ALL IN ONE DESIGN TO A NEW IDEA, WHICH IS YOU WOULD HAVE A DISPOSABLE THAT COULD CONTAIN THE CHEMISTRIES THAT YOU MIGHT RUN AND A DEVICE THAT COULD READ THAT DISPOSABLE. THIS IS THE INSIDE OF ONE OF THOSE EARLY DEVICES THAT WOULD RECEIVE WHAT WE CALLED A CARTRIDGE, THE PIECE OF PLASTIC THAT HOLDS THE CHEMISTRY. YOU SEE HERE ARE THESE LITTLE WHITE PUMPS AND VALVES ON TOP --

299

MR. DOWNEY: LET ME JUST SLOW YOU DOWN THERE. ARE THOSE WHERE THE ARROW IS RIGHT NOW IN THE DISPLAY?

300

ELIZABETH A. HOLMES: THOSE ARE THE VALVES, YEAH, EXACTLY. AND RIGHT ABOVE IT, THE ROUND CIRCULAR TECHNOLOGY IS A PUMP. AND A CARTRIDGE COULD BE INTRODUCED TO THIS DEVICE. THAT PUMP AND THOSE VALVES WOULD ACTIVATE THE CARTRIDGE AND FLUID WOULD START TO MOVE THROUGH THE CARTRIDGE TO RUN A CHEMISTRY. YOU CAN SEE THE ELECTRONICS OR THE BOARD ON THE RIGHT SIDE THAT WOULD CONTROL THAT PROCESS, ANALYZE DATA, AND TRANSMIT IT WIRELESSLY.

301

MR. DOWNEY: OKAY. NOW, WE TALKED ABOUT PHARMACEUTICAL COMPANIES AND YOUR EFFORTS THERE, AND WE TALKED ABOUT BUILDING THIS PROTOTYPE. DID YOU ULTIMATELY DEVELOP THIS INTO AN ACTUAL PRODUCT?

302

303

MR. DOWNEY: AND TO BUILD THAT PRODUCT, DID YOU GO OUT AND TRY TO RAISE SOME ADDITIONAL MONEY TO TRY TO FINANCE THAT RESEARCH AND THE EMPLOYEES AND THE OFFICE AND ALL OF THE THINGS THAT IT TAKES TO RUN A BUSINESS?

304

305

MR. DOWNEY: AND WAS THAT SERIES OF FUND RAISING CALLED A SERIES B FUND RAISING OF THERANOS?

306

307

MR. DOWNEY: AND WE TALKED EARLIER ABOUT THE MONEY THAT YOU RAISED AT THE OUTSET THROUGH LOANS AND SO FORTH AND FROM EARLY INVESTMENTS INTO THE COMPANY. WAS THAT THE SERIES A?

308

309

MR. DOWNEY: OKAY. SO WITHIN THE SERIES B, DID YOU BEGIN TO TRY TO TALK TO VENTURE CAPITALISTS ABOUT FINANCING THE COMPANY?

310

311

MR. DOWNEY: AND WAS DON LUCAS, SENIOR ONE OF THOSE INDIVIDUALS?

312

313

MR. DOWNEY: WHO WAS DON LUCAS? TELL US ABOUT HIM AS OF 2005 WHEN YOU MET HIM.

314

ELIZABETH A. HOLMES: DON LUCAS WAS ONE OF THE EARLY VENTURE CAPITALISTS IN SILICON VALLEY. HE HAD HELPED BUILD A NUMBER OF TECHNOLOGY COMPANIES LIKE ORACLE AND NATIONAL SEMICONDUCTOR, ADOBE, AND I KNEW HIM AS SOMEONE WHO FOCUSSED ON BUILDING GREAT COMPANIES FOR THE LONG-TERM.

315

MR. DOWNEY: AND HOW DID YOU COME TO MEET HIM?

316

ELIZABETH A. HOLMES: I WAS INTRODUCED TO HIM BY SOMEONE WHO HAD GONE TO COLLEGE WITH MY DAD.

317

MR. DOWNEY: AND DID YOU HAVE A PITCH MEETING WITH HIM?

318

ELIZABETH A. HOLMES: I HAD AN INTRODUCTORY MEETING WITH HIM, YES.

319

MR. DOWNEY: OKAY. AND WHAT WAS HIS REACTION TO YOUR DESCRIPTION OF THE BUSINESS YOU WERE TRYING TO BUILD?

320

ELIZABETH A. HOLMES: HE HAD A LOT OF QUESTIONS. HE BEGAN A VERY COMPREHENSIVE DILIGENCE PROCESS.

321

MR. DOWNEY: AND WHAT DID THAT DILIGENCE PROCESS CONSIST OF?

322

ELIZABETH A. HOLMES: IT CONSISTED OF GIVING HIM A LOT OF INFORMATION ABOUT OUR PATENTS. HE HIRED A LAW FIRM TO REVIEW OUR PATENTS. HE ASKED US TO GET AN AUDIT OF OUR FINANCIALS. HE WANTED COPIES OF CONTRACTS AND OTHER INFORMATION ABOUT THE BUSINESS. HE WANTED TO SPEAK TO PEOPLE THAT WE WERE TALKING TO AND INTERACTING WITH.

323

MR. DOWNEY: I WANT TO SHOW YOU EXHIBIT 12027. AND MY QUESTION IN THE FIRST INSTANCE IS JUST WHETHER THIS IS AN EMAIL EXCHANGE BETWEEN YOU AND MR. LUCAS AND OTHERS DURING THE DUE DILIGENCE PROCESS ASSOCIATED WITH HIS INVESTING IN THERANOS?

324

325

MR. DOWNEY: YOUR HONOR, I MOVE THE ADMISSION OF 12027.

326

MR. LEACH: 401, YOUR HONOR.

327

JUDGE DAVILA: INCLUDING ALL OF THE PAGES, MR. DOWNEY?

328

MR. DOWNEY: WELL, I WAS JUST GOING TO SHOW ONE OF THE PAGES. I'M HAPPY TO EXPLAIN THE RELEVANCE, BUT NOT OUT LOUD.

329

JUDGE DAVILA: SURE. I UNDERSTAND. YOU WANT TO DISPLAY TO THE WITNESS JUST THIS FIRST PAGE AND SPEAK ON THE FIRST PAGE WITHOUT -- CAN YOU DO THAT WITHOUT THE SECONDARY PAGES?

330

MR. DOWNEY: SURE. YOUR HONOR, I THINK THAT THERE IS A -- I CAN CERTAINLY DO THAT. I JUST WANTED TO DISPLAY, AND I DON'T HAVE TO ADMIT IT -- BUT I THINK I WILL NEED TO DO THAT TO DISPLAY IT -- JUST AN ATTACHMENT WHICH RELATES TO THE FINANCIAL INFORMATION THAT HE ASKED FOR AND GOT AS PART OF THE DUE DILIGENCE PROCESS WHEN HE WAS LOOKING INTO AN INVESTMENT IN THERANOS.

331

JUDGE DAVILA: THAT MS. HOLMES SENT HIM?

332

MR. DOWNEY: THAT MS. HOLMES SENT HIM, YES.

333

JUDGE DAVILA: IS THAT THE LAST TWO PAGES?

334

MR. DOWNEY: NO. IT'S THE LAST PAGE OF THE ATTACHMENT. LET ME SEE IF I CAN MAKE THIS EASIER.

335

JUDGE DAVILA: IT'S ALWAYS HELPFUL.

336

MR. DOWNEY: YOUR HONOR, I THINK I CAN DO IT JUST BY WAY OF EXAMPLE. SO WHAT I REALLY WANT TO DO IS IF I CAN JUST ADMIT THE FIRST AND SECOND PAGE, I DON'T NEED TO ADMIT THE ENTIRE --

337

JUDGE DAVILA: THAT'S FINE. THAT'S FINE. THOSE WILL BE ADMITTED.

338

(DEFENDANT'S EXHIBIT 12027, PAGES 1 AND 2 WAS RECEIVED IN EVIDENCE.)

339

BY MR. DOWNEY:

340

MR. DOWNEY: FIRST OF ALL, LET ME JUST DISPLAY, IF I MIGHT, THE EMAIL THAT IS THE FIRST PAGE OF 12027. AND WHY ARE YOU SENDING THIS EMAIL TO MR. LUCAS AT THIS TIME?

341

ELIZABETH A. HOLMES: THIS IS A RESPONSE TO ONE OF HIS DILIGENCE REQUESTS.

342

MR. DOWNEY: OKAY. AND LET ME ASK YOU TO LOOK AT THE SECOND PAGE. AND WHAT IS LISTED HERE ON THE SECOND PAGE OF THE EXHIBIT?

343

ELIZABETH A. HOLMES: THIS IS EVERY EXPENSE WE HAD IN THE COMPANY.

344

MR. DOWNEY: DID YOU SEND THAT IN RESPONSE TO HIS REQUEST TO UNDERSTAND THE FINANCIAL CONDITION OF THE COMPANY?

345

346

MR. DOWNEY: OKAY. DID MR. LUCAS ULTIMATELY DECIDE TO INVEST IN THERANOS AS PART OF THE SERIES B ROUND OF THERANOS?

347

348

MR. DOWNEY: AND AFTER HE INVESTED, DID HE PLAY A ROLE OTHER THAN BEING AN INVESTOR IN THE COMPANY?

349

ELIZABETH A. HOLMES: YES. HE BECAME THE CHAIRMAN OF OUR BOARD.

350

MR. DOWNEY: AND HOW LONG DID HE SERVE IN THAT ROLE?

351

ELIZABETH A. HOLMES: HE SERVED IN THAT ROLE FROM I THINK EITHER END OF 2005 OR EARLY 2006 TO JANUARY OF 2013.

352

MR. DOWNEY: IN ADDITION TO MR. LUCAS, DID ANOTHER VENTURE CAPITALIST, PETE THOMAS, INVEST IN THE SERIES B ROUND IN THERANOS?

353

354

MR. DOWNEY: AND WHO WAS MR. THOMAS?

355

ELIZABETH A. HOLMES: MR. THOMAS WAS ALSO A SILICON VALLEY VENTURE CAPITALIST. HE HAD BEEN A PARTNER AT A VENTURE CAPITAL FIRM CALLED IVP FOR A LONG TIME, AND THEN LEFT TO BUILD HIS OWN VENTURE CAPITAL FIRM CALLED ATA VENTURES.

356

MR. DOWNEY: AND DID MR. LUCAS -- OR MR. THOMAS ALSO CONDUCT DUE DILIGENCE IN CONNECTION WITH HIS INVESTMENT INTO THERANOS?

357

358

MR. DOWNEY: LET ME ASK YOU TO LOOK AT 14219.

359

360

MR. DOWNEY: AND IS THIS AN EMAIL EXCHANGE BETWEEN YOU AND MR. THOMAS?

361

362

MR. DOWNEY: AND I WOULD JUST ASK YOU, IS IT ACCURATE THAT HE ASKED TO REVIEW ALL OF THE INTELLECTUAL PROPERTY RECORDS OF THE COMPANY?

363

364

MR. DOWNEY: AND DID HE ALSO LOOK AT ALL OF THE FINANCIAL RECORDS OF THE COMPANY?

365

366

MR. DOWNEY: AND DID HE ALSO LOOK AT THE AGREEMENTS THAT THE COMPANY HAD MADE WITH THIRD PARTIES?

367

368

MR. DOWNEY: NOW, WE'VE HEARD SOME TESTIMONY IN THE CASE ABOUT RELATIONSHIPS WITH PHARMACEUTICAL COMPANIES. AS PART OF THE SERIES B ROUND, WERE YOU TALKING TO INVESTORS ABOUT THE POTENTIAL FOR THERANOS TO MARKET ITS PRODUCT TO PHARMACEUTICAL COMPANIES?

369

370

MR. DOWNEY: AND DID SOME OF THE INVESTORS TELL YOU THAT THEY WANTED TO UNDERSTAND BETTER THE POTENTIAL RELATIONSHIP THAT THERANOS MIGHT HAVE WITH PHARMACEUTICAL COMPANIES?

371

372

MR. DOWNEY: WAS MR. THOMAS ONE OF THOSE INVESTORS?

373

ELIZABETH A. HOLMES: HE WAS.

374

MR. DOWNEY: AND WHAT DID YOU DO IN RESPONSE TO REQUESTS FROM INVESTORS ABOUT THE PHARMACEUTICAL BUSINESS AT THAT TIME OF THERANOS?

375

ELIZABETH A. HOLMES: I OFFERED TO PUT THEM IN TOUCH WITH THE PEOPLE WE WERE WORKING WITH IN THE PHARMACEUTICAL COMPANIES DIRECTLY.

376

MR. DOWNEY: LET ME SHOW YOU EXHIBIT 15016.

377

378

MR. DOWNEY: IS THIS AN EMAIL EXCHANGE ON WHICH YOURSELF AND MR. THOMAS APPEAR RELATED TO HIS POTENTIAL INVESTMENT IN THERANOS?

379

380

MR. DOWNEY: YOUR HONOR, I MOVE THE ADMISSION OF 15016.

381

MR. LEACH: NO OBJECTION, YOUR HONOR.

382

JUDGE DAVILA: IT'S ADMITTED. IT MAY BE PUBLISHED.

383

(DEFENDANT'S EXHIBIT 15016 WAS RECEIVED IN EVIDENCE.)

384

BY MR. DOWNEY:

385

MR. DOWNEY: LET ME LOOK FIRST AT THE BOTTOM EMAIL EXCHANGE. DO YOU SEE WHERE YOU INDICATE THAT YOU'RE INTRODUCING MR. THOMAS TO SOMEONE NAMED DAVID LESTER?

386

ELIZABETH A. HOLMES: I DO.

387

MR. DOWNEY: AND WHO WAS DAVID LESTER? WHERE WAS HE WORKING AS OF 2005?

388

ELIZABETH A. HOLMES: DR. LESTER WAS OUR POINT PERSON AT PFIZER, AND HE LED SOME OF THE TECHNOLOGY AND INNOVATION GROUPS AT PFIZER.

389

MR. DOWNEY: AND HAD MR. THOMAS SPECIFICALLY ASKED TO SPEAK TO SOMEONE FROM PFIZER?

390

391

MR. DOWNEY: AND DOES THIS EMAIL JUST REFLECT YOUR PUTTING THE TWO IN TOUCH SO THEY COULD TALK?

392

393

MR. DOWNEY: AND DO YOU KNOW IF THEY SPOKE?

394

395

MR. DOWNEY: AND LET ME ASK YOU TO LOOK AT THE EMAIL AT THE TOP OF THE PAGE. THIS IS AN EMAIL FROM DAVID LESTER TO YOU AND TO MR. THOMAS. DO YOU SEE THAT?

396

ELIZABETH A. HOLMES: YES, I DO.

397

MR. DOWNEY: AND DO YOU SEE THAT HE INDICATES THAT HE'S WILLING TO TALK TO MR. THOMAS?

398

399

MR. DOWNEY: WAS THIS TYPICAL OF YOUR INTRODUCTIONS OF POTENTIAL INVESTORS TO PHARMACEUTICAL COMPANIES AS OF THIS TIME?

400

401

MR. DOWNEY: OKAY. NOW, WE TALKED A MOMENT AGO ABOUT DON LUCAS, SENIOR. I'D LIKE TO ASK YOU ABOUT CHRIS LUCAS, WHO THE JURY HAS HEARD TESTIMONY FROM IN THIS CASE. WAS CHRIS LUCAS MR. DON LUCAS, SENIOR'S NEPHEW?

402

403

MR. DOWNEY: AND DID CHRIS LUCAS ALSO BECOME AN INVESTOR IN THERANOS AS PART OF THE SERIES B INVESTMENT?

404

405

MR. DOWNEY: AND HOW DID YOU COME TO MEET CHRIS LUCAS?

406

ELIZABETH A. HOLMES: I MEET HIM THROUGH HIS UNCLE, DON.

407

MR. DOWNEY: AND DID YOU AT SOME POINT COME TO SPEAK TO HIM ABOUT A POTENTIAL INVESTMENT FOR HIS FIRM IN THERANOS?

408

ELIZABETH A. HOLMES: I DID. I DON'T KNOW IF I INITIALLY SPOKE TO HIM DIRECTLY OR IF HIS UNCLE DID.

409

MR. DOWNEY: OKAY. DID YOU -- DID HE ASK FOR ANY OF THE ACCESS TO INFORMATION THAT HIS UNCLE AND MR. THOMAS HAD REQUESTED?

410

ELIZABETH A. HOLMES: NO.

411

MR. DOWNEY: DO YOU KNOW IF HE REQUESTED TO SPEAK TO ANY PHARMACEUTICAL COMPANIES AT THAT TIME?

412

ELIZABETH A. HOLMES: I DON'T THINK SO.

413

MR. DOWNEY: WOULD YOU HAVE BEEN WILLING AT THAT TIME TO PERMIT HIM TO SPEAK TO PHARMACEUTICAL COMPANIES WITH WHOM PFIZER -- OR WITH WHOM THERANOS POTENTIALLY WOULD HAVE A RELATIONSHIP?

414

415

MR. DOWNEY: OKAY. WERE YOU SUCCESSFUL IN RAISING SOME MONEY AS PART OF THIS SERIES B ROUND OF INVESTMENT?

416

417

MR. DOWNEY: AND DID YOU HIRE SOME ADDITIONAL SCIENTISTS AND ENGINEERS WITH THAT MONEY?

418

419

MR. DOWNEY: AND AT THIS TIME, WHAT DID THE RESEARCH AND DEVELOPMENT OF THE COMPANY REALLY FOCUS ON? WAS IT CONTINUING TO FOCUS ON THE ASSAYS AND THE HARDWARE AND THE SOFTWARE?

420

ELIZABETH A. HOLMES: YES, THE ASSAYS, THE HARDWARE, THE SOFTWARE, FIGURING OUT HOW TO BUILD THE TECHNOLOGY, THE MANUFACTURING THAT WENT INTO THAT, AND HOW TO GROW THE COMPANY.

421

MR. DOWNEY: AND I'D LIKE TO SHOW YOU EXHIBIT 15024. IS 15024 THE FIRST ACTUAL VERSION OF AN ACTUAL DEVICE THAT WAS BUILT OUT OF THE PROTOTYPE?

422

423

MR. DOWNEY: YOUR HONOR, I MOVE THE ADMISSION OF 15024.

424

MR. LEACH: NO OBJECTION, YOUR HONOR.

425

JUDGE DAVILA: IT'S ADMITTED. IT MAY BE PUBLISHED.

426

(DEFENDANT'S EXHIBIT 15024 WAS RECEIVED IN EVIDENCE.)

427

BY MR. DOWNEY:

428

MR. DOWNEY: AND CAN YOU IDENTIFY AND JUST TELL THE JURY WHAT IS SHOWN IN THIS DEVICE, WHAT DEVICE THIS IS, AND WHAT OTHER MATERIALS ARE SHOWN IN THE PICTURE?

429

ELIZABETH A. HOLMES: THIS IS THE THERANOS 1.0. IT WAS OUR FIRST SYSTEM. AND YOU SEE ON THE LEFT THE CARTRIDGE, WHICH IS THE DISPOSABLE THAT CONTAINED THE CHEMICALS OR THE CHEMISTRY. AT THE TOP RIGHT, IT'S REALLY SMALL, BUT THERE'S A LITTLE FINGER WHERE YOU COULD TOUCH THE CARTRIDGE AND BLOOD WOULD FLOW IN. AND ON THE RIGHT IS THE DEVICE THAT YOU COULD PUT THE CARTRIDGE INTO. IT WOULD PROCESS THE SAMPLE. AND THEN THE BIG ANTENNA ON THE BACK WAS TO CONNECT TO A CELL NETWORK AND HAVE DATA TRANSFERRED TO THE CLOUD.

430

MR. DOWNEY: OKAY. AND IS THIS THE PRODUCT THAT YOU WERE TALKING TO PHARMACEUTICAL COMPANIES ABOUT DURING THIS TIMEFRAME?

431

ELIZABETH A. HOLMES: IT IS.

432

MR. DOWNEY: OKAY. NOW, WERE THERE -- DURING 2006 AND 2007, DO YOU RECALL WHICH PHARMACEUTICAL COMPANIES YOU HAD CONVERSATIONS WITH ABOUT USING THIS DEVICE AND THE OTHER TECHNOLOGIES OF THERANOS?

433

ELIZABETH A. HOLMES: I DO, SOME OF THEM.

434

MR. DOWNEY: OKAY. CAN YOU TELL US WHAT COMPANIES THEY WERE?

435

ELIZABETH A. HOLMES: WE WERE TALKING TO PFIZER, TO GLAXOSMITHKLINE, TO NOVARTIS, AND TO BRISTOL MYERS SQUIBB.

436

MR. DOWNEY: OKAY. DID YOU ULTIMATELY SUCCEED IN SIGNING A CONTRACT WITH GLAXOSMITHKLINE --

437

438

MR. DOWNEY: -- RELATED TO THERANOS'S TECHNOLOGY?

439

ELIZABETH A. HOLMES: WE DID.

440

MR. DOWNEY: AND WHEN DID YOU SIGN THAT AGREEMENT?

441

ELIZABETH A. HOLMES: IN 2006.

442

MR. DOWNEY: OKAY. DO YOU KNOW WHEN IN 2006?

443

ELIZABETH A. HOLMES: I THINK TOWARD THE END OF THE YEAR, PROBABLY THE SECOND HALF OF 2006.

444

MR. DOWNEY: AND JUST SO WE GET THESE DATES DOWN RELATIVE TO INVESTMENT PERIODS, LET ME ASK YOU TO LOOK AT EXHIBIT 14111, WHICH IS ALREADY IN EVIDENCE. AND DID YOU ENTER INTO THAT AGREEMENT IN 2006?

445

ELIZABETH A. HOLMES: I'M SORRY, I WAS LOOKING AT THE SCREEN. 14111. YES.

446

MR. DOWNEY: AND DID YOU ALSO IN 2006 ENTER INTO AN AGREEMENT WITH PFIZER RELATED TO THEIR USE OF THERANOS TECHNOLOGY?

447

448

MR. DOWNEY: LET ME ASK YOU TO LOOK FOR A MOMENT AT EXHIBIT 14112. THAT'S ALSO ALREADY IN EVIDENCE.

449

450

MR. DOWNEY: AND DID YOU -- WHEN DID YOU ENTER INTO THAT AGREEMENT WITH PFIZER?

451

JUDGE DAVILA: I'M NOT SURE THIS IS IN EVIDENCE, COUNSEL.

452

MR. DOWNEY: 14112?

453

JUDGE DAVILA: I DON'T BELIEVE IT IS.

454

COURT CLERK: NEITHER 14111 NOR 14112 ARE IN EVIDENCE.

455

MR. DOWNEY: WELL, IN THAT CASE I WILL MOVE 14111 AND THEN I'LL MOVE THE OTHER.

456

MR. LEACH: NO OBJECTION TO EITHER, YOUR HONOR.

457

JUDGE DAVILA: THEY'RE ADMITTED.

458

(DEFENDANT'S EXHIBITS 14111 AND 14112 WERE RECEIVED IN EVIDENCE.)

459

BY MR. DOWNEY:

460

MR. DOWNEY: DID YOU SIGN THE AGREEMENT WITH PFIZER IN NOVEMBER OF 2006?

461

ELIZABETH A. HOLMES: YES, NOVEMBER 2ND OF 2006.

462

MR. DOWNEY: NOW, WERE THE AGREEMENTS WITH GSK AND THE AGREEMENTS WITH PFIZER SOMETHING THAT YOU TALKED TO INVESTORS ABOUT WHEN YOU WERE RAISING MONEY FOR THE COMPANY IN 2006?

463

464

MR. DOWNEY: ALSO IN 2006, DID THE COMPANY CONDUCT DEMONSTRATIONS FOR -- OF ITS TECHNOLOGY FOR CERTAIN PHARMACEUTICAL COMPANIES?

465

ELIZABETH A. HOLMES: WE DID.

466

MR. DOWNEY: WHAT COMPANIES DID YOU CONDUCT DEMONSTRATIONS FOR?

467

ELIZABETH A. HOLMES: FOR NOVARTIS AND FOR ELI LILLY.

468

MR. DOWNEY: TELL US ABOUT THE DEMONSTRATION THAT YOU CONDUCTED FOR NOVARTIS OF THE THERANOS TECHNOLOGY.

469

ELIZABETH A. HOLMES: WE RAN OUR TECHNOLOGY IN SWITZERLAND AT ONE OF THEIR OFFICES AND PROCESSED SAMPLES ON CARTRIDGES THAT WE BROUGHT THERE, AND THEN HAD DATA WIRELESSLY TRANSMITTED BACK TO OUR SITE IN CALIFORNIA.

470

MR. DOWNEY: OKAY. LET ME ASK YOU TO LOOK AT EXHIBIT 15017.

471

ELIZABETH A. HOLMES: 150 -- OKAY.

472

MR. DOWNEY: IS 15017 AN EMAIL CONCERNING THE DEMONSTRATION THAT YOU CONDUCTED FOR NOVARTIS IN 2006?

473

474

MR. DOWNEY: YOUR HONOR, I MOVE THE ADMISSION OF BOTH PAGES OF THIS EXHIBIT.

475

MR. LEACH: YOUR HONOR, FOUNDATION, HEARSAY. I ALSO DON'T BELIEVE THIS WAS PRODUCED IN DISCOVERY UNTIL LAST NIGHT.

476

MR. DOWNEY: YOUR HONOR, THIS IS A FIVE LINE EMAIL WITH A PICTURE ATTACHED.

477

JUDGE DAVILA: I SEE THAT. CAN YOU LAY A FOUNDATION AS TO -- A LITTLE MORE FOUNDATION ON THIS.

478

BY MR. DOWNEY:

479

MR. DOWNEY: WHEN YOU WERE TALKING TO INVESTORS IN 2006, DID YOU DISCUSS A POTENTIAL RELATIONSHIP BETWEEN NOVARTIS AND THERANOS?

480

481

MR. DOWNEY: AND DID YOU SAY TO SOME OF THOSE POTENTIAL INVESTORS THAT THERANOS WAS GOING TO CONDUCT A DEMONSTRATION OF ITS TECHNOLOGY AT NOVARTIS?

482

483

MR. DOWNEY: YOUR HONOR, I MOVE THE ADMISSION OF 15017.

484

JUDGE DAVILA: JUST LAY A FOUNDATION ON WHAT THE PHOTOGRAPH IS AND WHAT THE IMAGE IS.

485

MR. DOWNEY: OH, I'M SORRY. YES.

486

MR. DOWNEY: DO YOU RECOGNIZE THE INDIVIDUALS IN THE PHOTOGRAPH THAT IS ATTACHED TO 15017?

487

ELIZABETH A. HOLMES: I DO.

488

MR. DOWNEY: AND WHO ARE THEY?

489

ELIZABETH A. HOLMES: THEY ARE SCIENTISTS AND ENGINEERS FROM THERANOS.

490

MR. DOWNEY: AND DO YOU KNOW WHEN THIS PHOTOGRAPH WAS TAKEN?

491

ELIZABETH A. HOLMES: I BELIEVE IN NOVEMBER OF 2006, YES.

492

MR. DOWNEY: AND WHAT WAS -- WHAT WERE THEY DOING IN THIS PHOTOGRAPH, IF YOU KNOW?

493

ELIZABETH A. HOLMES: THEY ARE MONITORING THE RESULTS COMING IN FROM THE PROCESSING OF THE SAMPLES IN SWITZERLAND.

494

MR. DOWNEY: OKAY. YOUR HONOR, I MOVE THE ADMISSION OF THE EXHIBIT.

495

JUDGE DAVILA: IT'S ADMITTED. IT MAY BE PUBLISHED.

496

(DEFENDANT'S EXHIBIT 15017 WAS RECEIVED IN EVIDENCE.)

497

BY MR. DOWNEY:

498

MR. DOWNEY: LET'S LOOK FIRST AT THE EMAIL. AND IF WE JUST LOOK AT THE ADDRESS ON TOP, THIS IS AN EMAIL FROM AN INDIVIDUAL NAMED JOHN HOWARD TO YOU IN NOVEMBER OF 2006. DO YOU SEE THAT?

499

ELIZABETH A. HOLMES: I DO.

500

MR. DOWNEY: AND WHO WAS JOHN HOWARD?

501

ELIZABETH A. HOLMES: JOHN HOWARD WAS LEADING OUR R&D AT THIS POINT. HE WAS ONE OF THE EXECUTIVES FROM I.B.M. THAT I HAD MET AT STANFORD.

502

MR. DOWNEY: AND LET'S GO DOWN TO THE BOTTOM OF THE EMAIL. AND HE SAYS TO YOU, "WHAT A GRATIFYING MORNING. THIS HAS BEEN OUR FIRST LIVE DEMO." WAS THE DEMONSTRATION THAT THERANOS CONDUCTED FOR NOVARTIS IN SWITZERLAND THE FIRST DEMONSTRATION OF THE COMPANY'S TECHNOLOGY?

503

ELIZABETH A. HOLMES: OF THAT ONE SERIES SYSTEM, YES.

504

MR. DOWNEY: AND THEN HE GOES ON TO SAY, "THE ABCS TEAM WAS ALL OVER EVERY KEYSTROKE AND LOG ENTRY AS THE DATA CAME BACK." CAN YOU TELL US WHAT THE ABCS TEAM WAS?

505

ELIZABETH A. HOLMES: YES. THAT IS WHAT WE WERE CALLING OUR SOFTWARE AT THE TIME, THE SOFTWARE THAT WOULD TELL THE INSTRUMENT WHAT TO DO. SO YOU WOULD PUT A CARTRIDGE IN A DEVICE, THE BAR CODE ON THE CARTRIDGE WOULD CALL THE CLOUD, AND THE CLOUD WOULD SEND COMMANDS BACK TO THE DEVICE TO TELL IT WHAT TO RUN, AND THEN THE DATA WOULD GO BACK TO THE CLOUD. SO THAT CLOUD TECHNOLOGY WAS WHAT WE CALLED THE ABCS.

506

MR. DOWNEY: AND DID YOU UNDERSTAND THAT OTHERS AT THERANOS THOUGHT THAT THE DEMONSTRATION OF THERANOS'S TECHNOLOGY IN 2006 WAS SUCCESSFUL?

507

508

MR. DOWNEY: AND DID YOU FEEL THAT WAY?

509

510

MR. DOWNEY: LET ME ASK YOU TO LOOK AT EXHIBIT 13762. IS THIS AN EMAIL THAT YOU SENT TO ALL THERANOS EMPLOYEES AFTER THE DEMONSTRATION AT NOVARTIS?

511

512

MR. DOWNEY: YOUR HONOR, I MOVE THE ADMISSION OF 13762.

513

MR. LEACH: NO OBJECTION, YOUR HONOR.

514

JUDGE DAVILA: IT'S ADMITTED. IT MAY BE PUBLISHED.

515

(DEFENDANT'S EXHIBIT 13762 WAS RECEIVED IN EVIDENCE.)

516

BY MR. DOWNEY:

517

MR. DOWNEY: LET ME JUST DISPLAY IT. DO YOU SEE WHERE YOU SAY, "WE NAILED THIS ONE. YOU ALL DID AN INCREDIBLE JOB IN MAKING THIS HAPPEN - THIS IS THE THERANOS WAY." IS THAT A COMMENT ON THE DEMONSTRATION THAT HAD BEEN CONDUCTED IN SWITZERLAND?

518

519

MR. DOWNEY: BY THE WAY, WHEN YOU WENT TO SWITZERLAND, WHO WAS WITH YOU?

520

ELIZABETH A. HOLMES: SOME OF OUR ENGINEERS AND SCIENTISTS AND THE BUSINESS PEOPLE THAT WE HAD WHO WERE WORKING WITH PHARMACEUTICAL COMPANIES.

521

MR. DOWNEY: NOW, AROUND THE SAME TIME THAT YOU WERE SIGNING THESE CONTRACTS AND CONDUCTING THESE DEMONSTRATIONS, DID YOU DECIDE TO CONDUCT ANOTHER SERIES OF FUND RAISING FOR THERANOS TO FUND SOME OF THESE ACTIVITIES?

522

523

MR. DOWNEY: AND WAS THAT IN LATE 2006?

524

ELIZABETH A. HOLMES: IT WAS.

525

MR. DOWNEY: DID MR. LUCAS AND MR. THOMAS ALSO INVEST IN THE SERIES C ROUND OF THERANOS?

526

ELIZABETH A. HOLMES: THEY DID.

527

MR. DOWNEY: AND WHO ELSE? DID MR. CHRIS LUCAS INVEST IN THAT ROUND?

528

529

MR. DOWNEY: AND WHO ELSE INVESTED IN THE SERIES C ROUND AT THERANOS?

530

ELIZABETH A. HOLMES: LARRY ELLISON INVESTED, AND SOME OF THE FRIENDS AND FAMILY, OR PEOPLE THAT I HAD MET THROUGH FRIENDS AND FAMILY IN THE EARLIER ROUNDS INVESTED AS WELL.

531

MR. DOWNEY: OKAY. AND HOW DID YOU COME TO BE IN TOUCH WITH MR. ELLISON?

532

ELIZABETH A. HOLMES: THROUGH DON LUCAS.

533

MR. DOWNEY: AND DID YOU ALSO HAVE THE EXPERIENCE, AS PART OF THIS ROUND OF FUND RAISING, THAT SOME POTENTIAL INVESTORS WANTED TO TALK TO THE PHARMACEUTICAL COMPANIES THAT THERANOS WAS SIGNING CONTRACTS WITH AND HOPING TO WORK WITH?

534

535

MR. DOWNEY: OKAY. LET ME SHOW YOU EXHIBIT 15013. I'M NOT GOING TO INTRODUCE THIS FOR THE TIME BEING. IF YOU'LL JUST TAKE A MOMENT TO REVIEW THAT. WELL, YOU KNOW, IT MIGHT JUST BE EASIER TO ADMIT IT. LET'S -- IS THIS AN EMAIL FROM YOU TO A POTENTIAL INVESTOR IN CONNECTION WITH RAISING MONEY FOR THE SERIES C INVESTMENT?

536

ELIZABETH A. HOLMES: IT IS.

537

MR. DOWNEY: YOUR HONOR, I MOVE THE ADMISSION OF 15013.

538

MR. LEACH: NO OBJECTION, YOUR HONOR.

539

JUDGE DAVILA: IT'S ADMITTED.

540

(DEFENDANT'S EXHIBIT 15013 WAS RECEIVED IN EVIDENCE.)

541

BY MR. DOWNEY:

542

MR. DOWNEY: IF WE COULD DISPLAY THAT. IF YOU WOULD LOOK AT THE BOTTOM EMAIL, IT'S AN EMAIL FROM YOU TO BOB GRADY IN JULY OF 2006. WHO WAS BOB GRADY?

543

ELIZABETH A. HOLMES: HE WAS A PARTNER AT AN INVESTMENT FIRM CALLED CARLYLE.

544

MR. DOWNEY: AND WAS HE EVALUATING A POTENTIAL INVESTMENT IN THERANOS AS OF THIS TIME?

545

ELIZABETH A. HOLMES: HE WAS.

546

MR. DOWNEY: AND WOULD THAT INVESTMENT ULTIMATELY HAVE BEEN AS PART OF THE SERIES C INVESTMENT IN THERANOS?

547

548

MR. DOWNEY: AND IS THAT THE SAME ROUND OF INVESTMENT THAT -- WHEN ALAN EISENMAN FIRST INVESTED IN THERANOS?

549

550

MR. DOWNEY: AND ALSO CHRIS LUCAS INVESTED IN THAT ROUND AGAIN; CORRECT?

551

552

MR. DOWNEY: AND ALSO DID MR. HALL, CRAIG HALL INVESTED IN THAT ROUND OF INVESTMENT?

553

ELIZABETH A. HOLMES: HE DID. I THINK HE INVESTED IN CHRIS'S FUND, WHICH INVESTED IN THAT ROUND OF INVESTMENT.

554

MR. DOWNEY: OKAY. SO I SHOULD ASK YOU, WAS MR. HALL AN INDIRECT INVESTOR IN THERANOS AS PART OF THAT ROUND?

555

556

MR. DOWNEY: IF YOU TAKE A LOOK AT THE EMAIL BETWEEN YOURSELF AND MR. GRADY, YOU LIST A NUMBER OF NAMES, AND THEY APPEAR TO BE INDIVIDUALS AT, AMONG OTHER COMPANIES, PFIZER, GLAXOSMITHKLINE, BRISTOL MYERS, NOVARTIS. CAN YOU -- IS THAT, IN FACT, WHO THESE INDIVIDUALS ARE?

557

558

MR. DOWNEY: AND CAN YOU TELL US WHY YOU'RE GIVING THE NAMES OF THOSE INDIVIDUALS TO THIS POTENTIAL INVESTOR?

559

ELIZABETH A. HOLMES: YES. HE HAD ASKED FOR THE ABILITY TO SPEAK WITH PEOPLE THAT WE WERE WORKING WITH IN PHARMACEUTICAL COMPANIES, AND I WAS CONNECTING HIM TO THOSE PEOPLE.

560

MR. DOWNEY: AND DID SOME -- WERE THERE SOME OCCASIONS WHERE THERE WERE INVESTORS WHO WOULD NOT ASK FOR THIS INFORMATION?

561

562

MR. DOWNEY: BUT IF INDIVIDUALS ASKED FOR THIS INFORMATION, DID YOU PROVIDE THEM INFORMATION ABOUT CONTACTS AT THE PHARMACEUTICAL COMPANIES SO THAT THEY COULD TALK TO THEM?

563