|To: richardred who wrote (2884)||10/13/2011 1:28:42 AM|
|Kodak, Google, SF Giants, Steve Jobs, Bayer: Intellectual Property|
Avenue Capital Group and Blackstone Group LP (BX)’s GSO Capital Partners LP unit are among investors that own debt in Eastman Kodak Co. (EK) and are seeking to profit from a potential sale of its digital-imaging patents, said people with knowledge of the matter.
The creditors hold second-lien debt backed by Kodak’s patent portfolio and want the company to use cash from an asset sale to pay bondholders before pouring proceeds back into money- losing operations, said the people, who asked not to be named because the talks are private. Fidelity Investments and P. Schoenfeld Asset Management LP also hold Kodak second-lien debt, the people said.
Some bondholders have met with bankruptcy lawyers and restructuring advisers during the past two weeks to study forming a committee that would help ensure they are paid, said these people. Rochester, New York-based Kodak, which announced a sale process for its patents in July, may fetch about $3 billion for the portfolio, investment bank MDB Capital Group estimates.
“Bondholders want the rights to the actual cash as opposed to trusting management to figure out how to monetize the assets and appropriately utilize the cash,” said Shannon Cross, an analyst at Cross Research in Livingston, New Jersey.
Gerard Meuchner, a spokesman for Kodak, said it is premature to discuss the use of patent proceeds before a sale is concluded. He confirmed Kodak’s Sept. 30 statement that the company has “no intention” of filing for bankruptcy.
Some potential bidders for the patents are wary of proceeding because a purchase may amount to a so-called fraudulent transfer if Kodak is insolvent, said the people. Kodak confirmed Sept. 30 it hired Jones Day to advise it on options.
“The patent sale will probably fetch a much better price in bankruptcy court and that would therefore be a more favorable outcome for much of the estate,” said Amer Tiwana, an analyst at CRT Capital Group LLC in Stamford, Connecticut. “If they were to sell the patents outside of bankruptcy, then there will be questions over fraudulent transfer and a potential for litigation from bondholders.”
Financial advisers from Moelis & Co., Houlihan Lokey, and Rothschild have spoken with creditors about their options, the people said. Kodak’s second-lien debt holders have spoken with lawyers at firms including Kramer Levin Naftalis & Frankel LLP, Stroock & Stroock & Lavan LLP, Kirkland & Ellis LLP and Akin Gump Strauss Hauer & Feld LLP, the people said.
Chief Executive Officer Antonio Perez, who took the helm in 2005, has sharpened Kodak’s focus on the printing business to help revive revenue. Perez announced plans in July to explore options for the portfolio of more than 1,100 patents, including some for processing, editing and storing images.
Lazard Ltd. (LAZ) is advising Kodak on options for the patent portfolio. Lazard also helped Nortel Networks Corp. sell about 6,000 patents and applications to a group that included Apple Inc. for $4.5 billion in June.
Bayer Settles With Onyx Over Regorafenib Cancer Treatment
Bayer AG (BAYN) settled a lawsuit with Onyx Pharmaceuticals Inc. over the promotion and sale of regorafenib, a cancer treatment.
Under the agreement reached Oct. 11, Bayer will pay Onyx a 20 percent royalty on worldwide sales of regorafenib for use in oncology, San Francisco-based Onyx said yesterday in a regulatory filing. Leverkusen, Germany-based Bayer also will pay Onyx $160 million for the Japanese royalty rights for Nexavar, a liver-cancer treatment, according to the filing.
“These new agreements strengthen the collaboration and provide Onyx the opportunity to participate significantly in the market potential of regorafenib,” Onyx Chief Executive Officer N. Anthony Coles said in a statement.
Regorafenib hasn’t been approved by the U.S. Food and Drug Administration or the European Medicines Agency, according to the statement. Nexavar is approved in the U.S.
The case is Onyx Pharmaceuticals Inc. (ONXX) v. Bayer Corp., 09- 2145, U.S. District Court, Northern District of California ( San Francisco).
Google, Verizon Gaining Against ‘Money-for-Nothing’ Patent Cases
Google Inc. (GOOG), Verizon Communications Inc. (VZ) and Cisco Systems Inc. (CSCO) are making headway in efforts to persuade the U.S. International Trade Commission to limit patent-infringement cases brought by licensing companies.
Letting licensors that don’t make products file cases is contrary to the ITC’s role in protecting against unfair trade practices, said Cisco General Counsel Mark Chandler. An Oct. 4 ruling by a U.S. appeals court bolstered that argument when it sided with the ITC’s determination that closely held PPC Inc. failed to show it had a “domestic industry” to protect when it brought an infringement case in 2008 over cable connectors.
The decision follows a June ruling by the ITC that cited a lack of domestic industry in rejecting Pioneer Corp. (6773)’s claims against GPS-device maker Garmin Ltd. (GRMN)
Research in Motion Ltd. (RIMM), Hynix Semiconductor Inc. (000660) and other technology companies are seizing on the moment to press the ITC to rethink whether licensing businesses can have a domestic industry when they make no products or have no research laboratories. Manufacturers also should be restricted from bringing ITC cases if they are relying solely on the licensing of patents not being used for products, Google, Hewlett-Packard Co. (HPQ) and Cisco have argued as well.
Called patent-assertion entities or non-practicing entities and sometimes derided as “trolls,” these businesses that sue on their products but don’t make products covered by the patents were once shut out from the ITC, which mainly heard cases from companies that sold a physical product. The law changed in 1988, when Congress said licensing programs also are worthy of protection.
The presence of NPEs before the ITC in 2006 -- which stood at one case -- increased after the Supreme Court that year made it harder for licensing companies to obtain orders in district courts for an infringer to stop using the invention. The threat of such orders had driven most of the financial settlements that non-practicing licensing companies sought.
There should be a direct connection between patents and products on the market, Google, Hewlett-Packard and Cisco said in a May 24 filing that commented on the Pioneer complaint against Schaffhausen, Switzerland-based Garmin.
The commission in the past year has begun soliciting input from third parties on cases that may affect the “public interest” from the beginning instead of waiting for a judge to rule on the underlying complaint. That’s opened the doors for the technology companies to submit arguments on cases that would normally settle before reaching the six commissioners.
The difficulty for the ITC is in determining what type of licensing activities should be protected. Rambus Inc. (RMBS) and Tessera Technologies Inc. (TSRA) are among design firms that rely on licensing their research rather than taking on the cost of setting up manufacturing plants. Both have filed cases at the ITC. San Diego-based Qualcomm Inc. (QCOM), which makes phone chips and licenses its technology, also filed an ITC complaint when it was in a licensing dispute with Espoo, Finland-based phonemaker Nokia Oyj. (NOK)
Pioneer, the Kanagawa, Japan-based maker of car-navigation systems and audio equipment, licenses a portfolio of patents. The commission said in its June 24 ruling on the case that it was impossible to determine that the three patents asserted against Garmin were the drivers behind the licensing program.
The Pioneer decision may hurt operating companies with large patent portfolios such as Royal Philips Electronics NV and International Business Machines Corp. (IBM), Finnegan Henderson’s Brittingham said. Pioneer, he said, “is not what people would call an NPE.”
For more patent news, click here.
Trademark SF Giants, MLB Sued by Gogo Over ‘San Francisco’ Trademark
Major League Baseball and the San Francisco Giants Baseball Club were sued for trademark infringement by a Hayward, California-based sporting goods manufacturer.
GoGo Sports Inc. has accused the team and the league of infringing its “San Francisco, California” trademark. According to the database of the U.S. Patent and Trademark Office, GoGo Sports registered the mark in March and claims to have used it since 2008.
The mark has the words “San Francisco” in a stylized script, with “California” written in a small text atop a flourish underlining the text.
Counsel for the league said in a Sept. 5 letter to GoGo Sports’s lawyer that the Hayward company’s registration is limited in scope. Additionally, the Giants team has used this script for more than 15 years and it has become “famous and well-known for identifying the Giants,” according to the letter.
In an e-mail sent Sept. 21, the league threatened to litigate the dispute over the mark both at the patent office and in federal district court. The correspondence back and forth between counsel for GoGo Sports and for the league is included in the court file as an exhibit to the complaint.
GoGo Sports said in its court filing that it hasn’t infringed and isn’t infringing “either directly or indirectly, contributorily, by inducement or otherwise, any trademark or protectable interest of the Giants.”
The company asked the court to declare it doesn’t infringe the team’s trademarks, and to bar the team and the league from challenging the sporting goods company’s trademarks. It didn’t ask for monetary damages.
GoGo Sports is represented by Al Mohajerian of Mohajerian Inc. of Los Angeles.
The case is Gogo sports Inc. v. Major League Baseball Properties Inc., 2:11-cv-07992-JHN-JEM, U.S. District Court, Central District of California (Los Angeles).
For more trademark news, click here.
Copyright Creator of Steve Jobs Memorial Apple Logo Registered Design
An image of Apple Inc. (AAPL) founder Steve Jobs that was widely distributed over the Internet after Jobs’ death Oct. 5 from pancreatic cancer has been registered by its creator, the San Jose Mercury News reported.
The image of the Apple logo as a black silhouette with Jobs’s profile taking the place of the iconic bite from the apple was created by Los Angeles resident Farzin Adeli, according to the Mercury News.
Adeli is selling merchandise bearing the image on EBay Inc. (EBAY)’s auction website and has raised about $200 to be donated to support research on pancreatic cancer, the newspaper reported.
He filed an application to register the copyright the day after he created the image, and is working with IP counsel with the intention of having his work used to promote more research on pancreatic cancer, according to the newspaper.
Baltimore Art Museum’s Images to be Downloadable for Free
Baltimore’s Walters Art Museum has removed copyright restrictions on more than 10,000 of its online artwork images, the Artdaily.org newspaper reported.
The museum’s goal is to have its artwork better known and shared with national and international audiences, according to the newspaper.
Users will be able to download the images for free, Artdaily reported.
The works will be made available through a Creative Commons license, according to Artdaily.
For more copyright news, click here.
To contact the reporter on this story: Victoria Slind-Flor in Oakland, California, at email@example.com.
To contact the editor responsible for this story: Michael Hytha at firstname.lastname@example.org.
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|To: richardred who wrote (2838)||10/13/2011 1:34:20 AM|
|Avon just got Cramerized yesterday! Oh No, go with the flow.|
Cramer: Despite Leadership Concerns, Avon Is a Buy
Published: Wednesday, 12 Oct 2011 | 8:38 PM ET
In April, Cramer put Avon CEO Andrea Jung on his "Wall of Shame," only to remove her later, and recommended homegamers wait for her departure from the company before buying its stock. Well, Jung is still at the helm of Avon [AVP 21.88 0.56 (+2.63%) ], but Cramer now thinks the stock is simply too cheap to pass up.
Since putting Jung on the "Wall of Shame" in April, the stock has dropped from $28 to $22 a share, which is a 21 percent decline. So Cramer thinks the price is right, especially considering it pays a 4.2 percent dividend yield.
Cramer isn't recommending buying this stock solely based on the fact it's cheap, though. He thinks Avon is getting its act together by recently introducing a sales incentive plan. It's also undergoing a major reconstruction, which involves reducing its bloated management structure and simplifying its complex supply-chain strategy. He thinks all of this will take time, but the stock's 4.2 percent yield pays investors to wait.
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|To: richardred who wrote (2437)||10/13/2011 10:50:13 AM|
|>Retail giant Wal-Mart will now focus its mergers and acquisition strategy on existing markets, Bloombergreported, citing Doug McMillon, chief executive of Wal-Mart's international unit, who was speaking at an investor conference this week. Shares were down 0.7% to $54.80.|
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|To: richardred who wrote (2694)||10/14/2011 12:33:54 AM|
|CORRECTED - ITT says emerging markets, M&A to aid growth after spin-offs |
Oct 13 (Reuters) - ITT Corp on Thursday said growth in emerging markets and acquisitions would fuel sales and profits after it splits into three companies.
The company, which is spinning off its water and defense segments later this month, also said product orders are holding up despite global economic jitters.
"We're not seeing challenges in our orders at this point," Chief Financial Officer Denise Ramos, said during an investor presentation on Thursday. She will become chief executive of the new ITT after the spin-offs.
The new ITT Corp will provide components for aerospace, rail, energy and other markets with estimated 2011 revenue of $2.1 billion. Its products include shock absorbers used on railroad cars and buses, aircraft parts and industrial pumps used to refine oil and gas. ITT had revenue of about $11 billion in 2010.
Ramos said expansion in places such as China, India and Brazil would bolster growth from emerging markets.
She also said acquisitions that fill gaps in technology or complement its core businesses would aid results.
"Our sweet spot for acquisitions is companies with annual revenues between $15 million and $50 million," Ramos said.
ITT said on Thursday that it will buy Blakers Pump Engineers, an Australia company that is a distributor for its Goulds Pumps industrial business.
The addition of Blakers, which had annual revenue for the latest year of about $27 million, will help ITT expand in energy and mining industries in Australia. Terms weren't disclosed.
Based in White Plains, New York, ITT is spinning off its water and defense units to take advantage of recovering commercial and industrial markets as global military spending comes under pressure.
The new water company will be called Xylem and the defense spinoff will be called ITT Exelis.
ITT shares closed down 2.3 percent to $44.88 on the New York Stock Exchange on Thursday.
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|To: richardred who wrote (2605)||10/16/2011 8:49:20 PM|
|Kinder Morgan to buy El Paso Corp. for $20.7BKinder Morgan to buy El Paso Corp. for $20.7B, creating largest US natural gas pipeline. |
FILE - In this Nov. 16 2006 file photo, Kinder Morgan, Inc. Chairman and CEO Richard D. Kinder attends a Houston Rockets NBA basketball game in Houston. Kinder Morgan Inc., a Houston pipeline company, on Sunday, Oct. 16, 2011 said it will buy El Paso Corp. in a cash and stock deal worth about $20.7 billion. (AP Photo/David J. Phillip, File)
Chris Kahn, AP Energy Writer, On Sunday October 16, 2011, 8:23 pm
NEW YORK (AP) -- Kinder Morgan plans to buy El Paso Corp. in a $20.7 billion deal that's expected to create America's largest natural gas pipeline operator.
Kinder Morgan Inc. is expanding its reach as the U.S. becomes increasingly reliant on natural gas. Drillers are pumping ever-increasing amounts from underground shale deposits across the U.S. Natural gas prices have dropped to less than half their level of three years ago, and power companies are using more of the fuel because it emits fewer greenhouse gases than coal.
The deal also adds to founder and CEO Richard Kinder's energy empire. Kinder, 66, started the company with friend William Morgan after leaving his post as president of the now-defunct Enron Corp. Forbes lists his net worth at $6.4 billion.
Kinder Morgan will more than double the size of its pipeline network by purchasing El Paso. The new pipeline system would stretch 80,000 miles -- long enough to wind around the globe three times. Kinder Morgan's pipelines in the Rocky Mountains, the Midwest and Texas will be woven together with El Paso's expansive network that spreads east from the Gulf Coast to New England, and to the west through New Mexico, Arizona, Nevada and California.
"We believe that natural gas is going to play an increasingly integral role in North America," Kinder, who is also the company's chairman, said on Sunday when the deal was announced.
Robert McFadden, a Houston-based natural gas pipeline consultant, said the expanded network will make it easier to move natural gas from new shale fields that have mushroomed across the U.S. in the past few years.
"Think of it like federal highways and toll roads," McFadden said. "The more options you have to get from point A to B, the shorter your trip."
Pipeline companies, which get paid for moving natural gas from the field to the market, have been in big demand recently as drillers tap rich new deposits in Pennsylvania, Montana, Utah and other states. The pipeline companies been able to keep transport fees roughly constant during the past several years, even though natural gas prices have dropped from more than $13 per 1,000 cubic feet in 2008 to less than $4, pipeline this year.
The acquisition comes on the heels of other consolidation in the industry. Energy Transfer Equity is planning to buy Southern Union Co. for $5.7 billion after a tug of war with Williams Cos.
With more pipelines under its control, Kinder Morgan could charge suppliers higher transport fees, and that may affect the price that utilities and other major natural gas buyers pay for natural gas. But home owners and other retail natural gas customers won't notice much of a change on their monthly bills, if any. Retail gas bills are largely influenced by local distribution costs and other items that won't change with this deal, McFadden said.
Once approved, Kinder Morgan said it will also become the largest independent transporter of gasoline, diesel and other petroleum products. It will also be the largest independent owner and operator of petroleum storage terminals. It will be the largest transporter of carbon dioxide in the U.S., moving about 1.3 billion cubic feet per day.
Kinder Morgan and El Paso are both based in Houston. Kinder will remain chairman and CEO of the combined company.
The combined company will surpass other pipeline companies like Enterprise Products Partners LP, also based in Houston. Enterprise operates about 50,200 miles of pipelines.
The companies valued the deal at $26.87 per El Paso share, which includes $14.65 in cash, 0.4187 in Kinder Morgan shares and 0.640 in Kinder Morgan warrants.
Based on El Paso's about 770.25 million outstanding shares, the deal is worth about $20.7 billion.
Kinder Morgan is also assuming $13 billion, net of cash, of El Paso debt as part of the deal. It intends to fund the purchase with a combination of equity and more debt. But once the deal closes, the company said it plans to sell off El Paso's exploration and production assets and the cash raised will help reduce that debt.
Kinder Morgan said the deal is expected to boost Kinder Morgan's shareholder value through increased cash flow and future growth opportunities. It's also expected to boost Kinder Morgan's dividends and result in about $350 million a year in cost savings.
El Paso had announced plans to spin off its exploration and production unit in May.
The acquisition, which has been approved by the board of both companies, is expected to close in the second quarter of next year and needs regulatory approval.
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|From: richardred||10/17/2011 10:20:43 AM|
|Wow, one of the biggest takeover premiums (over 250%) I can remember. |
Roche Agrees to Buy Anadys Pharmaceuticals for About $230 Million in Cash
By Phil Serafino and Naomi Kresge -
Roche Holding AG (ROG) agreed to buy Anadys Pharmaceuticals Inc. (ANDS) for about $230 million to build its portfolio of experimental drugs for hepatitis C, a market that may be worth as much as $15 billion annually by 2019.
Anadys holders will receive $3.70 a share in cash, Basel, Switzerland-based Roche said in a statement today. That’s more than triple San Diego-based Anadys’s closing price on Oct. 14 of $1.04 in Nasdaq Stock Market composite trading. Anadys more than doubled to $2.62 at 9:52 a.m.
Anadys’s most advanced drug candidate, setrobuvir, is being studied in combination with the generic antiviral pill ribavirin and interferon, an injection sold by Roche as Pegasys. The U.S. company’s compounds could help Roche develop a therapy that doesn’t require the use of interferon, Jean-Jacques Garaud, Roche’s head of pharmaceutical research and early development, said in the statement.
“We see a potential upside for Roche’s hepatitis C franchise,” Andrew Weiss, a Zurich-based analyst for Bank Vontobel AG, wrote in a note to investors today. Weiss, who recommends buying Roche’s shares, estimated the drugmaker’s annual hepatitis C-therapy sales will peak at 1.7 billion Swiss francs ($1.91 billion).
Partnerships Today’s deal follows an agreement between Roche and Merck & Co. in May to work together to market hepatitis C treatments in the U.S. The Whitehouse Station, New Jersey-based drugmaker won U.S. approval for Victrelis, the first new hepatitis C treatment in a decade, in May. Roche will include the drug, also known as boceprevir, in its marketing for Pegasys.
Victrelis competes with Incivek, or telaprevir, a second new hepatitis C treatment from Vertex Pharmaceuticals Inc. (VRTX) also approved this year. Roche is selling more Pegasys in combination with the Vertex drug than with its partner Merck’s medicine, Pascal Soriot, head of the Swiss company’s pharmaceutical unit, said in an Oct. 13 conference call.
Jefferies International Ltd. estimates the market for hepatitis C drugs may total $15 billion a year by 2019.
Anadys is also conducting early clinical trials on ANA773, a potential treatment for hepatitis C, other chronic infections and cancer.
The Swiss company said it aims to begin a tender offer “promptly” for Anadys’s shares, and expects the bid to be completed this year. Citigroup Inc. bankers are advising Roche, and Davis Polk & Wardwell LLP is providing legal advice. Anadys is using Lazard Ltd. (LAZ) as bankers and Cooley LLP for legal advice.
Roche fell 0.5 percent to 142 Swiss francs at 3:50 p.m. in Zurich. The stock has risen 3.7 percent this year.
To contact the reporters on this story: Phil Serafino in Paris at email@example.com; Naomi Kresge in Berlin at firstname.lastname@example.org
To contact the editor responsible for this story: Phil Serafino at email@example.com
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|To: richardred who wrote (2924)||10/17/2011 10:31:07 AM|
|Most definitly a merger monday., and it's been awhile.|
Statoil buys Brigham Exploration Co.in $4.4 billion deal
Stories You Might Like
By Katarina Gustafsson
-- Statoil to buy US company Brigham Exploration Co. in $4.4 billion deal
-- Deal gives Statoil acreage in the tight oil plays Bakken and Three Forks, the largest oil accumulations in the U.S.
-- Deal strengthens Statoil's position in unconventional resources
(Rewrites throughout, adding detail, comment, and updating share price)
Statoil ASA /quotes/zigman/285454/quotes/nls/sto STO -2.45% Monday announced the acquisition of Texas-based oil firm Brigham Exploration Co. /quotes/zigman/62908/quotes/nls/bexp BEXP +19.83% in a deal that will strengthen the Norwegian oil and gas major's position in the U.S. oil and gas industry and bring a stronger foothold in unconventional resources.
The Norwegian company will buy Brigham for $36.50 a share in an all-cash tender offer, a 36% premium over the average trading price for the last 30 days. The total equity value of the deal is approximately $4.4 billion, with an enterprise value of about $4.7 billion.
Brigham has over 100 employees and the deal will give Statoil more than 375,000 net acres in the Williston Basin, which has the potential for oil production from the Bakken and Three Forks formations -- the largest oil accumulations in the U.S. Brigham also holds interests in 40,000 net acres in other areas.
"Entering the Bakken and Three Forks tight oil plays and taking on operatorship represents a new significant step for Statoil. We are positioning ourselves as a leading player in the fast growing U.S. onshore oil and gas industry, in line with the strategic direction we have set out," said Statoil Chief Executive Helge Lund.
Commercial tight oil extraction is a relatively new activity and has increased significantly in the last couple of years, Statoil said. Tight oil reservoirs are developed using methods similar to shale gas--another unconventional source in which Statoil is already present in the U.S. at the Marcellus and Eagle Ford fields.
"We believe that unconventional resources will play an increasingly important role in global energy supply. And we want to be an early entrant into these new areas," Lund said.
"These are resources where you can add value through technology--and through the deep understanding of reservoirs and the subsurface which we have."
The Brigham deal also gives Statoil about 690 kilometers of oil, natural gas and water transportation systems in the Williston Basin.
Brigham's board of directors unanimously recommended shareholders accept the offer. Tudor, Pickering, Holt & Co. Securities, Inc. and Goldman, Sachs & Co. are acting as financial advisors to Statoil and Vinson & Elkins LLP is acting as legal advisor to Statoil on this transaction.
At 1109 GMT, Statoil's shares were 0.7% lower at NOK136.90.
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|To: richardred who wrote (2927)||10/17/2011 10:36:11 AM|
|AmeriGas Agrees to Purchase Energy Transfer Propane Unit for $2.8 Billion |
AmeriGas Partners LP (APU), the largest retail propane distributor, will buy the propane operations of Energy Transfer Partners LP (ETP) for $2.8 billion, the companies said today.
AmeriGas will pay $1.5 billion in cash, $1.3 billion in common stock and assume $71 million in debt in Energy Transfer’s two propane units, Heritage Operating LP and Titan Energy Partners LP, Energy Transfer said in a statement today.
The transaction is expected to close by early 2012. Energy Transfer will own about 34 percent of AmeriGas common stock, which it has agreed to hold until at least 2013, according to the statement.
The acquisition will add more than 1 million retail propane customers and more than 500 million gallons to AmeriGas’s propane operations, according to an AmeriGas statement.
(The companies have scheduled a conference call for 3:30 p.m. New York time. A live webcast will be available at www.amerigas.com.)
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