Common use of Applicable Law; Jurisdiction Clause in Contracts

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 19, (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 of this Agreement.

Appears in 15 contracts

Samples: Voting Agreement (PLX Pharma Inc.), Voting Agreement (Synta Pharmaceuticals Corp), Voting Agreement (PLX Pharma Inc.)

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Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State state of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any action or proceeding Legal Proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State state of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding Legal Proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 1917, (iii) waives any objection to laying venue in any such action or proceeding Legal Proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding Legal Proceeding shall be effective if notice is given in accordance with Section 15 13 of this Agreement.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Baudax Bio, Inc.), Agreement and Plan of Merger (Idera Pharmaceuticals, Inc.), Agreement and Plan of Merger (Miragen Therapeutics, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Lawslaws. In any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ia) of this Section 1912(c), (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 12(h) of this AgreementAgreement and (vi) irrevocably and unconditionally waives the right to trial by jury.

Appears in 8 contracts

Samples: Company Stockholder Support Agreement (Redmile Group, LLC), Parent Stockholder Support Agreement (Neoleukin Therapeutics, Inc.), Parent Stockholder Support Agreement (Redmile Group, LLC)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Lawslaws. In any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ia) of this Section 1912(c), (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 12(k) of this AgreementAgreement and (vi) irrevocably and unconditionally waives the right to trial by jury.

Appears in 3 contracts

Samples: Form of Company Stockholder Support Agreement (Magenta Therapeutics, Inc.), Form of Aspen Stockholder Support Agreement (AVROBIO, Inc.), Agreement and Plan of Merger (Magenta Therapeutics, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State state of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any action or proceeding Legal Proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State state of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding Legal Proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 19, (iii) waives any objection to laying venue in any such action or proceeding Legal Proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding Legal Proceeding shall be effective if notice is given in accordance with Section 15 of this Agreement.

Appears in 3 contracts

Samples: Support Agreement (Talaris Therapeutics, Inc.), Support Agreement (Talaris Therapeutics, Inc.), Support Agreement (Talaris Therapeutics, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State state of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Lawslaws. In any action or proceeding Legal Proceeding between any of the parties hereto arising out of or relating to this Agreement, each of the partiesparties hereto: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State state of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding Legal Proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 1917, (iii) waives any objection to laying venue in any such action or proceeding Legal Proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any partysuch party hereto, and (v) agrees that service of process upon such party in any such action or proceeding Legal Proceeding shall be effective if notice is given in accordance with Section 15 13 of this Agreement.

Appears in 2 contracts

Samples: Support Agreement (Leap Therapeutics, Inc.), Support Agreement (Leap Therapeutics, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Lawslaws. In any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 19, (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Inotek Pharmaceuticals Corp), Agreement and Plan of Merger (Zafgen, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any action or proceeding Action between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding Legal Proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 1917, (iii) waives any objection to laying venue in any such action or proceeding Action in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding Action shall be effective if notice is given in accordance with Section 15 13 of this Agreement.

Appears in 2 contracts

Samples: Parent Stockholder Support Agreement (Kintara Therapeutics, Inc.), Parent Stockholder Support Agreement (Kintara Therapeutics, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State state of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any action or proceeding Legal Proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State state of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (iib) agrees that all claims in respect of such action or proceeding Legal Proceeding shall be heard and determined exclusively in accordance with clause (ia) of this Section 1917, (iiic) waives any objection to laying venue in any such action or proceeding Legal Proceeding in such courts, (ivd) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (ve) agrees that service of process upon such party in any such action or proceeding Legal Proceeding shall be effective if notice is given in accordance with Section 15 of this Agreement13.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Selecta Biosciences Inc), Agreement and Plan of Merger (First Wave BioPharma, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Lawslaws. In any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ia) of this Section 1911(c), (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 11(k) of this AgreementAgreement and (vi) irrevocably and unconditionally waives the right to trial by jury.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Magenta Therapeutics, Inc.), Magenta Stockholder Support Agreement (Magenta Therapeutics, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any action or proceeding Action between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding Legal Proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 1920, (iii) waives any objection to laying venue in any such action or proceeding Action in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding Action shall be effective if notice is given in accordance with Section 15 16 of this Agreement.

Appears in 2 contracts

Samples: Company Stockholder Support Agreement (Kintara Therapeutics, Inc.), Company Stockholder Support Agreement (Kintara Therapeutics, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Lawslaws. In any action or proceeding between any of the parties Parties arising out of or relating to this AgreementAgreement or any of the Contemplated Transactions, each of the partiesParties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, ; (iib) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ia) of this Section 19, 10.05; (iiic) waives any objection to laying venue in any such action or proceeding in such courts, ; (ivd) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, Party; and (ve) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 of this Agreementirrevocably waives the right to trial by jury.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Lawslaws. In any action or proceeding between any of the parties Parties arising out of or relating to this AgreementAgreement or any of the Transactions, each of the partiesParties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, ; (iib) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ia) of this Section 19, β€Ž10.5; (iiic) waives any objection to laying venue in any such action or proceeding in such courts, ; (ivd) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, Party; and (ve) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 of this Agreementirrevocably waives the right to trial by jury.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Intec Pharma Ltd.)

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Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any Any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 1910.1, (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 10.3 of this Agreement.

Appears in 1 contract

Samples: Windtree Therapeutics Inc /De/

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Lawslaws. In any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ia) of this Section 1913(c), (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 13(k) of this AgreementAgreement and (vi) irrevocably and unconditionally waives the right to trial by jury.

Appears in 1 contract

Samples: Form of Company Stockholder Support Agreement (AVROBIO, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Lawslaws. In any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 1912(c), (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 12(h) of this AgreementAgreement and (vi) irrevocably and unconditionally waives the right to trial by jury.

Appears in 1 contract

Samples: Support Agreement (ARCA Biopharma, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State state of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any action or proceeding Legal Proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State state of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding Legal Proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 1918, (iii) waives any objection to laying venue in any such action or proceeding Legal Proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding Legal Proceeding shall be effective if notice is given in accordance with Section 15 14 of this Agreement.

Appears in 1 contract

Samples: Support Agreement (BiomX Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Lawslaws. In any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 1910(c), (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 10(h) of this AgreementAgreement and (vi) irrevocably and unconditionally waives the right to trial by jury.

Appears in 1 contract

Samples: Support Agreement (ARCA Biopharma, Inc.)

Applicable Law; Jurisdiction. This Agreement Amendment shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any action or proceeding between any of the parties arising out of or relating to this AgreementAmendment, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 199, (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 10.8 of this the Merger Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Zalicus Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State state of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any action or proceeding Legal Proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State state of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (iib) agrees that all claims in respect of such action or proceeding Legal Proceeding shall be heard and determined exclusively in accordance with clause (ia) of this Section 1917, (iiic) waives any objection to laying venue in any such action or proceeding Legal Proceeding in such courts, (ivd) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (ve) agrees that service of process upon such party in any such action or proceeding Legal Proceeding shall be effective if notice is given in accordance with Section 15 13 of this Agreement.

Appears in 1 contract

Samples: Support Agreement (Traws Pharma, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Lawslaws, except as otherwise required by Cayman Law. In any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 19, (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15 of this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Inotek Pharmaceuticals Corp)

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