Expansion of the Field Sample Clauses

Expansion of the Field. If at any time during the Term of this Agreement, either Party desires to add one or more Non-Cancer Indications to the Field that it wishes to pursue with respect to a Collaboration Compound or Licensed Product for purposes of this Agreement, such Party shall give written notice to the other Party, specifying the particular Collaboration Compound or Licensed Product and Non-Cancer Indication (each, an “Indication Proposal Notice”). The other Party shall consider each such Indication Proposal Notice in good faith and shall, on or before * (*) days from the date of the Indication Proposal Notice, provide the proposing Party with a written response as to whether or not it is willing to add such Non-Cancer Indication to the Field, which consideration shall include a determination by the other Party in good faith as to whether it Controls the Technology and Patent Rights applicable to such Collaboration Compound or Licensed Product for such Non-Cancer Indication. If the other Party indicates in its response that it is willing to add such Non-Cancer Indication to the Field, the Parties shall for a period of * (*) days from the date the proposing Party receives the written response from the other Party negotiate in good faith to complete and execute any amendment to this Agreement that may be required to add the Non-Cancer Indication to the definition of Field for purposes of this Agreement, including, without limitation, the inclusion of any amendments to the applicable Global Development Plans, and/or Product Commercialization Plans, as well as any amendments to the compensation payable by DS pursuant to Article 4, that may be required to add such Non-Cancer Indication to the Field; provided, that, (a) if any such Non-Cancer Indication is added to the Field, the royalties for such Non-Cancer Indication will be the same as 1. Upon the execution of such amendment by the Parties, any Non-Cancer Indication on which the Parties so agree shall be referred to herein as an “Approved Non-Cancer Indication” for purposes of this Agreement.
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Expansion of the Field. The Parties shall from time to time discuss the addition of new indications to the Field. Such discussions would include the terms upon which an indication would be added, including without limitation, commitment fees, upfront option fees, milestones, royalties and the Development of Licensed Product for such new indications. For clarification, Argos shall have no obligation to agree to add any new indications to the Field.
Expansion of the Field. For so long as Pfizer retains the rights described in this Section 3.4, Lpath shall keep Pfizer reasonably apprised of the progress of any clinical trials for the Licensed Product in any indication outside the Field, including, but not limited to, the study to be conducted by *** . Lpath will use Commercially Reasonable Efforts to conduct a *** study during the ROFR Term (the *** and the *** referred to as the “***”). Lpath currently anticipates that it will have final data available for the *** by mid to late ***. Pfizer’s rights to negotiate to expand the Field described in clause (a), (b) and (c) below are referred to collectively as the “Expansion Rights.” Pfizer shall have the following rights with respect to expanding the Field to include other indications, including oncology indications, as follows:
Expansion of the Field. Upon at least […***…] days written notice to MethylGene prior to the expiration of the Research Term, Otsuka may request that the Field be expanded, on a Selected Compound by Selected Compound basis, to include oral administration, which request MethylGene may grant or deny in its sole discretion after considering such request.
Expansion of the Field. Upon written request of Corning, ERC and Corning will negotiate further licenses of the Licensed Technology outside the Field at terms and conditions, including reasonable royalties, to be agreed upon by the parties; provided nothing herein will require ERC to graxx Xxxxxxx x license in the Licensed Technology for the purposes of making or supplying NiZn batteries for electric or hybrid vehicles (i.e. vehicles powered solely by electric but which may rely part time on other means of providing electric power in addition to batteries).
Expansion of the Field. 2.3.1 Subject to Section 2.4.6, from time to time Aurinia may make [redacted] expansions to the Field (to a maximum of [redacted] additional Indications as described in Section 2.3.3) for the purposes of this Agreement (excluding Sections 3.1.1(b), 3.2.1(b) and 3.2.2) to include up to [redacted] additional Indications total for the Licensed Peptide that are not in the Field as of the Effective Date and are neither (a) an oncology indication, nor (b) an Indication to which Riptide has retained exclusive rights pursuant to Section 2.4.6. If Aurinia opts to make any such expansion, Aurinia shall give notice to Riptide specifying applicable Indication(s). Upon payment of [redacted]by Aurinia to Riptide for each such Indication, such Indication shall be included in the Field for the purposes of this Agreement (excluding Sections 3.1.1(b), 3.2.1(b) and 3.2.2). 2.3.2 If a determination is made pursuant to Article 17 that Aurinia has conducted activities in breach of this Agreement in an Indication that is outside of the Field (which Aurinia concluded in good faith was in the Field at the time of such activities), Aurinia may give the notice and make the [redacted] payment set out in Section 2.3.1 in respect of such Indication as the sole remedy for such breach (if available), provided that such Indication is not an oncology Indication nor an Indication to which Riptide has retained exclusive rights pursuant to Section 2.4.6. 2.3.3 Aurinia shall have the right to expand the Field up to a maximum of [redacted] Indications pursuant to this Section 2.3, with each of the following counting as one expansion: (i) expansion of the Field for an Indication contemplated in Section 2.4.1(a); and (ii) expansion of the Field for one or more of the Indication(s) that are the subject matter of the Third Party negotiations contemplated in Section 2.4.1(b). 2.3.4 For clarity from and after such time as Aurinia has exercised its right to expand the Field for [redacted] Indications pursuant to this Section 2.3, Riptide’s obligations and Aurinia’s rights under this Section 2.3 and Section 2.4 shall expire.
Expansion of the Field. The Parties acknowledge that the Field as defined in this Amendment 2 has been expanded to include onychomycosis. In consideration of such expansion, Galderma agrees to pay to NovaBay the following:
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Expansion of the Field. Upon request of either Party, the Parties will discuss expanding the Field to include research applications for [ * ]; provided that neither Party shall be obligated to discuss any expansion to the extent that it is contractually or otherwise legally prevented from doing so, and neither Party shall be obligated to agree to any expansion. The terms and conditions for any such expansion shall be solely as set forth in a written agreement signed by both Parties.
Expansion of the Field. (a) Intrexon recognizes that Histogenics may during the Program wish to expand the Field beyond the treatment and/or repair of damaged articular hyaline cartilage to the treatment and/or repair of other types of damaged cartilage in humans. (b) During the Term up to and including the fifth (5th) anniversary of the Effective Date, Intrexon agrees that it shall first provide Histogenics with the ability to negotiate with Intrexon (who shall act in good faith) for 90 days regarding amendment to this Agreement so as to expand the Field to include the treatment and/or repair of any and all types of damaged cartilage excluding the spine in humans before Intrexon grants any conflicting rights under the Intrexon IP to any Third Party. If after such good faith negotiations the Parties are unable to come to mutually agreeable terms regarding an expansion of the Field under the prior sentence with respect to the applicable type of damaged cartilage in humans (other than articular hyaline cartilage), Intrexon’s obligations under this Section 2.6(b) will be deemed fulfilled with respect to such type of damaged cartilage and Intrexon shall thereafter have no further obligation to first negotiate with Histogenics. (c) Additionally at any time during the Term, Intrexon shall, upon reasonable request from Histogenics, engage in good faith negotiations with respect to expansion of the Field to the treatment and/or repair of any type of damaged cartilage in humans other than articular hyaline cartilage. For clarity, the right of Histogenics to request such negotiations under this Section 2.6(c) does not obligate Intrexon to reserve any area of collaboration outside the Field available to Histogenics, and does not, for example, prevent Intrexon from, either by itself or in connection with Third Parties, engaging in activities outside of the Field or granting exclusive or non-exclusive rights under the Intrexon IP for Third Parties to do so.

Related to Expansion of the Field

  • EXTENSION OF USE The Contract may be extended to additional States or governmental jurisdictions upon mutual written agreement between New York State (the lead contracting State) and the Contractor. Political subdivisions and other authorized entities within each participating State or governmental jurisdiction may also participate in the Contract if such State normally allows participation by such entities. New York State reserves the right to negotiate additional minimum NYS Vehicle Discounts based on any increased volume generated by such extensions.

  • Expansion Effective on and as of December 1, 2017 (such date being the -Expansion Commencement Date”), the Premises shall be expanded to include an additional 7,389 square feet of rentable area designated as Suite 100 of the Building (the “Expansion Space”), being more fully shown and described on the floor plan attached hereto as Exhibit A and made a part hereof for all purposes, for a term that is coterminous with the Lease Term. Tenant acknowledges that the Expansion Space is currently occupied by an existing tenant (the “Existing Tenant”) and that Landlord and such Existing Tenant are concurrently herewith entering into an early termination agreement to terminate such Existing Tenant’s lease as of November 30, 2017. Tenant hereby waives any claims against Landlord in the event that such Existing Tenant holds over in the Premises beyond the Expansion Commencement Date. If such Existing Tenant holds over in the Expansion Space beyond the Expansion Commencement Date, the Expansion Commencement Date, and Xxxxxx’s obligation to commence paying rent with respect to the Expansion Space, shall nonetheless still commence on the Expansion Commencement Date. Following such Existing Tenant surrendering the Expansion Space to Landlord, Landlord shall thereafter deliver the same to Tenant. Upon the Expansion Commencement Date, Landlord may prepare and deliver to Tenant a certificate establishing the Expansion Commencement Date, which Tenant shall acknowledge by executing a copy and returning it to Landlord within ten (10) business days after its receipt from Landlord. Failure of Landlord to send any such certificate shall have no effect on the Expansion Commencement Date. In the event there is any delay in the delivery of the Expansion Space to Tenant (including, without limitation, due to the Existing Tenant holding over in the Expansion Space past the expiration of its lease), then this First Amendment shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom. Xxxxxx has advised Landlord that it intends to permit Existing Tenant continue to occupy the Expansion Space through December 15, 2017, and Landlord hereby consents to Tenant permitting Existing Tenant to remain the Expansion Space through such date; provided, however, the Expansion Commencement Date, and Tenant’s obligation to commence paying rent with respect to the Expansion Space, shall commence on the Expansion Commencement Date.

  • Expansion of Premises (a) Effective as of the Expansion Date the Premises (and the definition of the “Premises”) shall be modified to mean and include both the Initial Premises and the Expansion Premises. As a result of such expansion, effective upon the Expansion Date, the deemed square footage of the Premises shall be and become 31,684 square feet and Tenant’s Prorata Share and Tenant’s Share of Expenses and Real Estate Taxes shall be one hundred percent (100.00%). (b) If Landlord, for any reason whatsoever, cannot deliver possession of the Expansion Premises to Tenant on before August 1, 2012 for the purpose specified in Section 3(c), this Amendment shall not be void or voidable, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and Tenant shall have no obligation to pay monthly Base Rent or Additional Charges with respect to the Expansion Premises until the day following the date on which possession of the Expansion Premises is delivered to Tenant (such date thereupon becoming the “Expansion Date” for purposes of this Amendment). Notwithstanding the foregoing, if Landlord is unable to deliver the Expansion Premises by August 1, 2012 (as extended day-for-day for each day of Force Majeure Delay) (the “Expansion Premises Outside Delivery Date”), then Tenant shall have the right, as its sole remedy, to terminate this Amendment to Lease by providing written notice to Landlord within fifteen (15) business days following the Expansion Premises Outside Delivery Date, in which event the Lease shall continue in full force and effect as if the parties had not entered into this Amendment and Landlord shall promptly return to Tenant the August, 2012 Base Rent for the Expansion Premises paid by Tenant pursuant to the provisions of Section 6(d). For purposes hereof, the failure of the existing tenant of the Expansion Premises to vacate the Expansion Premises shall not be an event of Force Majeure Delay. (c) Notwithstanding the above, Tenant shall be entitled to early occupancy of the Expansion Premises at any time after the Expansion Premises Delivery Date for the sole purposes of (1) installing Tenant’s furniture and telephone and other communications cabling and (2) performing Tenant’s Expansion Work (defined below), provided that (i) Tenant covenants and agrees that Tenant and Tenant’s employees, agents or contractors will cooperate with Landlord to coordinate the performance and completion of the Landlord’s Expansion Work concurrently with Tenant’s Expansion Work, (ii) Landlord shall have no liability to Tenant for delays in completing the Landlord’s Expansion Work which result from, are caused by or arise out of the interference by Tenant or Tenant’s employees, agents or contractors in the performance of the Landlord’s Expansion Work, (iii) Tenant and Tenant’s employees, agents and contractors shall promptly comply with any and all requests made by Landlord or Landlord’s contractor(s) that Tenant remove its property from those areas in or around which Landlord is performing the Landlord’s Expansion Work, and (iv) Landlord shall not be liable for, Tenant hereby waives all claims which Tenant may have against the Landlord Parties, and Tenant shall indemnify and hold harmless Landlord from and defend Landlord against any and all claims or liability for any injury or damage to any person or property in or about the Expansion Premises resulting from or arising out of or in connection with the performance of Tenant’s Expansion Work (except to the extent arising from the negligence or willful misconduct of Landlord). Tenant’s early occupancy of the Expansion Premises for the sole purpose provided in this Section shall be subject to all of the terms and conditions of the Lease, provided that (x) the Premises shall not include the Expansion Premises until the Expansion Date, and (y) Tenant shall not be obligated to pay monthly Base Rent or Additional Charges with respect to the Expansion Premises for the period from the Expansion Premises Delivery Date until the Expansion Date. (d) Within five (5) business days after the Expansion Date, the parties shall execute a letter confirming the Expansion Date and certifying that Tenant has accepted delivery of the Premises, in form substantially similar to EXHIBIT “D” attached to the Lease (the “Expansion Date Memorandum”). Either party’s failure to request execution of, or to execute, the Expansion Date Memorandum shall not in any way alter the Expansion Date.

  • Condition of the Leased Property Lessee acknowledges receipt and delivery of possession of the Leased Property. Lessee has examined and otherwise has knowledge of the condition of the Leased Property and has found the same to be satisfactory for its purposes hereunder. Lessee is leasing the Leased Property “as is” in its present condition. Lessee waives any claim or action against Lessor in respect of the condition of the Leased Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY, OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE ACKNOWLEDGES THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. Provided, however, to the extent permitted by law, Lessor hereby assigns to Lessee all of Lessor’s rights to proceed against any predecessor in title (other than any Affiliate of Lessee, which conveyed the Property to Lessor) for breaches of warranties or representations or for latent defects in the Leased Property. Lessor shall fully cooperate with Lessee in the prosecution of any such claim, in Lessor’s or Lessee’s name, all at Lessee’s sole cost and expense. Lessee hereby agrees to indemnify, defend and hold harmless Lessor from and against any claims, obligations and liabilities against or incurred by Lessor in connection with such cooperation.

  • Permitted Uses BA shall use Protected Information only for the purpose of performing BA’s obligations under the Contract and as permitted or required under the Contract and Addendum, or as required by law. Further, BA shall not use Protected Information in any manner that would constitute a violation of the Privacy Rule or the HITECH Act if so used by CE. However, BA may use Protected Information as necessary (i) for the proper management and administration of BA;

  • Permitted Use (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

  • Outside Work All work necessary to the assembling, installation, erection, operation, maintenance, repair, control, in- spection and supervision of all electrical apparatus, devices, wires, cables, supports, insulators, conduc- tors, ducts and raceways when part of distributing systems outside of buildings, railroads and outside the directly related railroad property and yards. In- stalling and maintaining the catenary and trolley work on railroad property, and bonding of rails. All underground ducts and cables when they are in- stalled by and are part of the system of a distrib- uting company, except in power stations during new construction, including ducts and cables to adjacent switch racks or substations. All outdoor substations and electrical connections up to and including the setting of transformers and the connecting of the secondary buses thereto. Outside work to include renewable electrical energy sources such as solar photovoltaic, geothermal, wind, biomass, wave, etc., and other distributed en- ergy installations such as fuel cells, microturbines, etc.

  • Expansion Option The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

  • Modification of the Small Generating Facility The Interconnection Customer must receive written authorization from the NYISO and Connecting Transmission Owner before making any change to the Small Generating Facility that may have a material impact on the safety or reliability of the New York State Transmission System or the Distribution System. Such authorization shall not be unreasonably withheld. Modifications shall be done in accordance with Good Utility Practice. If the Interconnection Customer makes such modification without the prior written authorization of the NYISO and Connecting Transmission Owner, the Connecting Transmission Owner shall have the right to temporarily disconnect the Small Generating Facility. If disconnected, the Small Generating Facility will not be reconnected until the unauthorized modifications are authorized or removed.

  • LANDLORD'S ACCESS TO PREMISES Landlord reserves and shall at any time upon reasonable notice and in compliance with Tenant’s reasonable security measures have the right to enter the Premises to inspect the same, to supply any service to be provided by Landlord to Tenant hereunder to service and repair HVAC units, water pipes and sprinkler mains, and electrical and telephone risers servicing other parts of the Building, to show said Premises to prospective purchasers or tenants, to alter or repair the Premises or any portion of the Building, and to place “for sale” or “for rent” signs on the Building, all without being deemed guilty of an eviction of Tenant and without abatement of Rent, provided that the business of Tenant shall be interfered with as little as is reasonably practicable. Tenant hereby waives any claim for damages or any inconvenience to or interference with Tenant’s business, any loss of quiet enjoyment of the Premises and any other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock the main door to the Premises but not Tenant’s vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said door in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of the Premises, or any eviction of Tenant from the Premises or any portion thereof. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations or decoration except as otherwise expressly agreed to be performed by Landlord.

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