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Northwest Bio Implements Major Balance Sheet Clean-Up
Date:12/2/2011

to equity will be made at a conversion price of $0.57, in exchange for approximately 4.4 million shares of Northwest Bio's common stock.

On November 25, 2011, the Company resolved over $9.8 million of debt that it owed to Cognate BioServices for contract manufacturing and related services provided by Cognate during the period from 2008 to 2011:  $9.2 million was converted into equity on November 25, 2011, and the remaining $679,000 is expected to be converted soon (on the same terms).  Since Cognate is an affiliate of Toucan Capital, that status enabled Toucan to require Cognate to continue doing Northwest Bio's manufacturing and related regulatory work during the long periods from 2008-11 when Northwest Bio was not able to make those payments. Cognate has helped support Northwest Bio since 2005, and is expected to continue to do so.

The settlement and conversion of the accumulated debt to Cognate was made in accordance with an agreement dating back to September 2009 (and reported in Northwest Bio's 10Q and 10K filings since that time) for such a conversion. Under the agreement, the conversion price was to be equal to the lowest conversion price provided to any other creditor during the period involved, which turned out to be $.20 per share.  Accordingly, the $9.2 million debt converted on November 25, 2011, was converted into 46 million newly issued shares of unregistered, restricted common stock. 

Finally, on November 29, 2011, the Company became eligible to remove $16.6 million of debt liability that was previously required to be included in the Company's financial statements because the total amount of Company securities (issued and outstanding stock, plus options, warrants and convertible debt) was above the Company's authorized share ceiling (150,000,000 shares).  The Company's 102,843,148 shares of issued and outstanding stock were well below the ceiling, but the inclusion of options, warrants and convertible deb
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