PTT, LLC v. GIMMIE GAMES et al
Filing
436
ORDER & OPINION OF THE SPECIAL MASTER; After considering the submissions of the parties, based upon the following, it is the opinion of the Special Master that Defendants' motion is granted; etc. Signed by Special Master Dennis M. Cavanaugh, U.S.D.J.(Ret) on 5/10/2019. (sms)
UNITED STATES DISTRICT COURT
FOR TIlE DISTRICT OF NEW JERSEY
HIGHS GAMES, LLC, a Delaware Limited
Liability Company, Mc/a P11, LLC,
Case No.: 2:13-CV-07161-JMV-MF
PlaintiWCounterclalin Defendant,
vs.
ORDER & OPiNION OF TUE SPECIAL
MASTER
DANIEL MARKS, an individual; JOSEPH
MASCI, an individual; BRIAN KAVANAGH,
an individual; MARKS STUDIOS, LLC, an
entity dTh/a GIMME GAMES; ARISTOCRAT
TECHNOLOGIES, INC., an entity;
ARISTOCRAT TECHNOLOGIES
AUSTRALIA PTY LIMITED, an entity
ARISTOCRAT LEISURE LIMITED, an
entity; PRODUCT MADNESS, INC., an
entity; GRANT BOLLING, an individual;
JOHN SMITH(s) 1-7; and XYZ COMPANIES
1-7,
Defendants/Counterclaim Plaintiffs.
This matter comes before the Special Master upon defendants Daniel Marks, Joseph
Masci, Brain Kavanagh, Grant Boiling, Marks Studios, LLC (“Marks Studios”), Aristocrat
Technologies, Inc. (“ATI”), Aristocrat Technologies Australia Pty Ltd. C’ATA”), Aristocrat
Leisure Limited (“ALL”), and Product Madness, Inc.’s (“Product Madnes&’)(collectively,
“Defendants”) motion to compel disclosure of documents from Plaintiff High 5 Games, LLC
(“H5G”), After considering the submissions of the parties, based upon the following, it is the
opinion of the Special Master that Defendants’ motion is GRANTED.
I
DISCUSSION
I. Background
This is a trade secret misappropriations and patent infringement case, Defendants seek to
compel the disclosure of certain documents clawed back by H5G on January 16, 2019, under an
assertion of privilege. The documents in question had been produced by H5G and bore bates
stamp numbers: P000120686-120680, P000027697-27698, P001469198-1469204, P0014401541440173, P000139808-139817, P000117837-117843, P000090017-90023, P00004836148368,
P000023624-23643, P000140740, and P002504903.
On July 26, 2016, United States Magistrate Judge Mark Falk entered an order pursuant to
Federal Rule of Evidence 502(d) supplementing the parties’ Discovery Confidentiality Order
(“Rule 502(d) Order”). The Rule 502(d) Order governs the claw back of documents in this
matter.
The deposition of Stuart Zoble was conducted on January 11, 2019. During the
deposition, H5G reibsed to allow Mr. Zoble to testify regarding certain draft patent applications
pertaining to the ‘852 patent. The documents at issue had previously been produced by H5G.
By correspondence dated January 16, 2019, H5G formally requested to claw back the
documents at issue during Mr. Zoble’s deposition, which it asserted were inadvertently
produced. H5G enclosed a privilege log, Attachment A, to its correspondence to support its
claims of privilege. The privilege log provided the following information:
Bates
Subject
Date
P000120686 Draft
4/5/10
-120680
Patent
Application
Author Recipient
Copies
P000027697
Stuart
Christina
Email re
6/22/10
Dick
2
Basis
Draft patent application prepared at
the direction of attorneys andlor
patent agents in furtherance of
preparing, filing, and prosecuting a
patent application
Email to patent attorney and patent
PHv
AC;
PA
AC;
-27698
Draft
4:35:16
Patent
PM
Application
Zoble
P001469198
-1469204
Draft
6/23/10
Patent
Application
Stuart
ZoNe
P001440154
-1440173
Draft
6/23/10
Patent
Application
Stuart
Zoble
P000139808
-139817
Draft
6/23/10
Patent
AØplication
Stuart
Zoble
P000117837
-117843
Draft
6/23/10
Patent
Application
Stuart
Zoble
P000090017
-90023
Draft
6/23/10
Patent
Application
Stuart
Zoble
P000048361
-48368
Draft
6/23/10
Patent
Application
Stuart
Zoble
P000023624
-23643
6/23/10
Draft
Patent
Application
Smart
ZoNe
P000140740
Email re
4/19/11
Draft
10:16:22
Patent
AM
Application
Stuart
Zoble
Schulze
Evans;
Anthony
Singer
Jonathan
Ballone;
Philip
Welty
3
agent in furtherance of preparing,
filing, and prosecuting a patent
application and consulting with or
giving advice to a client in
furtherance of preparing, filing, and
prosecuting a patent application
Draft patent application prepared at
the direction of aftorneys and/or
patent agents in furtherance of
preparing, filing, and prosecuting a
patent application.
Draft patent application prepared at
the direction of attorneys and/or
patent agents in ifirtherance of
preparing, filing, and prosecuting a
patent application
Draft patent application prepared at
the direction of attorneys and/or
patent agents in furtherance of
preparing, filing, and prosecuting a
patent application
Draft patent application prepared at
the direction of attorneys and/or
patent agents in furtherance of
preparing, filing, and prosecuting a
patent application
Draft patent application prepared at
the direction of attorneys and/or
patent agents in furtherance of
preparing, ffling, and prosecuting a
patent application
Draft patent application prepared at
the direction of attorneys and/or
patent agents in furtherance of
preparing, filing, and prosecuting a
patent application
Draft patent application prepared at
the direction of attorneys and/or
patent agents in furtherance of
preparing, filing, and prosecuting a
patent application
Internal email among coinventors
forwarding draft patent application
prepared at the direction of
attorneys and/or patent agents in
PA
AC;
PA
AC;
PA
AC;
PA
AC;
PA
AC;
PA
AC;
PA
AC;
PA
AC;
PA
P002504903
Email re
4/19/11
Draft
10:16:22
Patent
AM
Application
Stuart
Zoble
Maykyta
Panasenko
Jonathan
Ballone;
Philip
Welty;
Maykyta
Panasenko
furtherance of preparing, filing, and
prosecuting a patent application
Internal email among coinventors
forwarding draft patent application
prepared at the direction of
attorneys andlor patent agents in
furtherance of preparing, filing, and
prosecuting a patent application
AC;
PA
That same day, Defendants disputed H5G’s claims of privilege and stated that they were
considering contesting the privilege assertion pursuant to paragraph (c) of the Rule 502(d) Order.
H5G responded by email on January 25, 2019. Attached to H5G’s email was a supplemental
privilege log. This supplemental privilege log provided the following information:
Bates
P000120686
-120680
Subject
Date
Draft
4/5/10
Patent
Application
Author Recipient
Copies
P000027697
-27698
Email re
6/22/10
4:35:16
Draft
Patent
PM
Application
Stuart
Zoble
Christina
Evans;
Anthony
Singer
P001469198
-1469204
Draft
6/23/10
Patent
Application
Stuart
Zoble
P001440154
-1440173
Draft
6/23/10
Patent
Application
P000139808
-139817
Draft
6/23/10
Patent
Application
Dick
Schulze
Stuart
Zoble
Stuart
Zoble
4
Basis
Draft patent application prepared at
the direction of attorneys Dick
Schuhe and Bob Ryan in
furtherance of preparing, filing, and
prosecuting a patent application
Email to patent attorney Dick
Schuize in furtherance of
preparing, filing, and prosecuting a
patent application and consulting
with or giving.advice to a client in
furtherance of preparing, filing, and
prosecuting a patent application
Draft patent application prepared at
the direction of attorneys Dick
Schuize and Bob Ryan in
furtherance of preparing, filing, and
prosecuting a patent application
Draft patent application prepared at
the direction of Dick Schuize and
Bob Ryan in furtherance of
preparing, filing, and prosecuting a
patent application
Draft patent application prepared at
the direction of Dick Schuhe and
Bob Ryan in furtherance of
preparing, filing, and prosecuting a
patent application
Priv
AC
AC
AC
AC
AC
P000117837
-117843
Draft
Patent
Application
6/23/10
Stuart
Zoble
P000090017
-90023
Draft
6/23/10
Patent
Application
Stuart
Zoble
P000048361
-48368
Draft
6/23/10
Patent
Application
Stuart
Zoble
P000023624
-23643
Draft
Patent
Application
Smart
Zoble
P000140740
Email re
4/19/Il
Draft
10:16:22
Patent
AM
Application
Smart
Zoble
Jonathan
Ballone;
Philip
Welty;
Maykyta
Panasenko
P002504903
Email re
4/19/11
Draft
10:1 6:22
Patent
AM
Application
Stuart
Zoble
Jonathan
Ballone;
Philip
Welty
Maykyta
Panasenko
6/23/10
Draftpatent application prepared at
the direction of Dick Schuize and
Bob Ryan in furtherance of
preparing, filing, and prosecuting a
patent application
Draft patent application prepared at
the direction of Dick Schuize and
Bob Ryan in fin-therance of
preparing, filing, and prosecuting a
patent application
Draft patent application prepared at
the direction of Dick Schuize and
Bob Ryan in furtherance of
preparing, filing, and prosecuting a
patent application
Draft patent application prepared at
the direction of Dick Schuize and
Bob Ryan in flurtherance of
preparing, filing, and prosecuting a
patent application
Internal email among coinventors
forwarding draft patent application
prepared at the direction of
attorneys Dick Schuize and Bob
Ryan in furtherance of preparing,
filing, and prosecuting a patent
application
Internal email among coinventors
forwarding draft patent application
prepared at the direction of
attorneys Dick Schuize and Bob
Ryan in furtherance of preparing,
filing, and prosecuting a patent
application
II. Arguments of the Parties
Defendants
Defendants seek to compel the disclosure of certain documents recently clawed back by
H50 under an assertion of privilege. Defendants assert that as set forth in the Court’s Rule
502(d) Protective Order, the burden of proving privilege lies with H5G. Thus Defendants argue
5
AC
AC
AC
AC
AC
AC
that HSG bears the burden of demonstrating that the claimed privilege applies and that the
privilege log provided is actually sufficient to assert the privilege.
Defendants argue the supplemental privilege log remains deficient because: (1) the draft
patent applications in the log are not normally subject to attorney-client privilege unless they
specifically involve an attorney, and the authors and recipients of all but one identified document
in H5G’s supplemental log are non-attorneys; (2) the presence of third party Christina Evans
waives any privilege that might apply; (3) the earliest draft application identified no authors or
recipients whatsoever; (4) the same first-listed draft was sent to Ms. Evans, who is not an
attorney or even a qualified agent; and (5) H5G’s factual assertions to establish privilege —that
the draft patent applications were prepared at the direction of Holland & Hart attorneys—is
contradicted by the original privilege log and other documents in the record.
Defendants argue that HSG cannot establish attorney-client privilege for the draft patent
applications. Defendants maintain that draft patent applications and emails merely fransmiffing
draft patent applications without conveying or seeking any substantive legal advice are not
privileged communications or other work product. Defendants cite case law to assert that a draft
patent application is not inherently a privileged document, To be privileged, “a draft application,
like any other document, must [involve] a communication between an attorney and a client.”
ffoffinann-La Roche, Inc. v. Roxane Labs., Inc., No. CW.A. 09-6335 WJM, 2011 WL 1792791,
at *2 (D.N.J. May 11, 2011) (citing In ye Rivastigmine Patent Litig., 237 F.LD. 69, 86
(S.D.N.Y. 2006)). Defendants argue that the relevant inquiry is not whether the documents are
drafts, or whether they eventually would be submitted to an attorney for review, but whether an
attorney was involved in their creation or the specific related communication involved an
attorney. Defendants argue that no attorney is copied on the emails and even the one email
6
touched by an attorney was written by a non-lawyer, Mr. Zoble, without the benefit of any prior
communications from any lawyer mentioned.
Defendants fithher argue that Ms. Evans is not a registered patent agent with the USPTO
and that her involvement with the patent applications and her presence on any related
communications not only cannot be a basis to establish attorney-client privilege but actually
waives the privilege, to the extent it might otherwise apply. Defendants aclaiowledge that it is
possible for a privilege to apply to non-attorneys in specific circwnstances. However, Defendants
argue there is nothing in the record here to establish that the communication was made to
improve the comprehension of the communication between the attorney and client. Defendants
argue that In re Queen’s Univ. at Kingston, 820 F,3d 1287 (Fed. Cir, 2016), recognized only that
communications concerning patent prosecution might be privileged, not draft applications
themselves.
Defendants further argue that H5G’s assertions that the draft patent applications were
prepared at the direction of counsel is contradicted by other materials. First, Defendants argue
that it does not appear that HSG engaged Holland & Hart until after the drafting of the first
document in the privilege log, which is dated April 5, 2010. Defendants assert that there are no
communications with Holland & Hart in any privilege log produced in this case prior to midMay 2010. Second, Defendants argue that H50 did not seek to claw back the email to which the
April 5, 2010 draft patent application was attached. Thus, according to Defendants, the email
offers further proof that only Ms. Evans, and not the Holland & Hart attorneys, was involved in
the drafting of the application. Third, Defendants point to the two internal draft emails and argue
that H5G is asserting that these two relevant draft applications were prepared at the direction of
Holland & Hart attorneys even though there is no document attached. Defendants believe that
7
1450 needs to disclose, at minimum, when and how any legal advice supposedly reflected in the
draft applications was communicated to the non-attorney authors and by whom.
Defendants further assert that HSG’s supplemental privilege log remains infirm.
Defendants argue that the boilerplate descriptions are far too broad to justi& withholding
documents on the basis of attorney-client privilege, particularly where the only identified
communication with Holland & Hart, for the draft of the ‘852 application, was 2.5 months after
the first draft was prepared, and there are no attorney communications at all concerning the two
blank internal emails related to the ‘223 application. Defendants argue that nowhere in these
documents and communications is any specific establishment that legal advice is being given or
sought. Defendants maintain that case law is clear that the mere mention of an attorney in a
communication without more evidence establishing that his involvement was for legal purposes,
will not bestow the privilege on the communications. Defendants assert that H5G has provided
no evidence that Dr. Zoble reported to or was acting at the behest of any attorneys.
H5G
1450 argues that the claw back documents are privileged as communications with
attorneys for the purposes of obtaining legal advice or as documents prepared at the direction of
attorneys for the purpose of obtaining legal advice. 1450 asserts that this was confirmed during
the deposition of Dr. Zoble.
H5G argues that draft patent applications are privileged when drafted under the direction
of an attorney for the purposes of obtaining legal advice. H5G points to In re Queen ‘s U. at
Kingston, 820 F.3d 1287, 1300 (Fed. Cir. 2016), to assert that the Federal Circuit has recognized
that communications covered by the attorney-client privilege include consulting with or giving
advice to a client in contemplation of filing a patent application or other document with the
8
Patent Office, and drafting the specification or claims of a patent application. HSG argues that
case law has thus recognized a privilege of drafi applications.
In this matter, H5G argues that the draft applications were prepared at the direction of
attorneys at Holland & Hart. H50 maintains that the absence of a written record with respect to
Holland & Hart is not suspicious as discussions between H5G and Holland & Hart generally
took place telephonically between Tony Singer and/or Dr. Zoble and Holland & Hart attorneys
Dick Schulze and Bob Ryan.
H5G firther asserts that Christine Evans’ presence as copied on the email to counsel does
not waive the attorney-client privilege as Ms. Evans was a contractor of the H5G in-house legal
team. According to H5G, she worked directly under H5G’s corporate P counsel and current
general counsel, Jon Fallon, assisting with tasks associated with providing legal advice. H5G
maintains that Ms. Evans was considered to essentially be a paralegal in her role at H50.
H5G clarifies that it does not seek to claw back the email to which the April 5, 2010,
patent application was attached and the April 19, 2011, emails with no privileged content. H50
therefore withdraws its claim of privilege to docàments Bates stamped P00140740 and
P002504903, However, H5G asserts that the attachments to each of these emails, draft patent
applications, are privileged for the reasons asserted above.
Defrndants’ Reply Arguments
Defendants argue that Mr. Fallon, General Counsel and Senior Vice President of Legal at
H5G, has testified under oath that he did not have any involvement with H5G until April 2011.
Defendants firther assert that contrary to H5G’s suggestion that Ms. Evans was being supervised
at all times by Holland & Hart, the privilege log produced by Holland & Hart when Defendants
subpoenaed its records indicate that the firm’s first communications with H50 were after the first
9
draft patent application. According to Defendants, based on the privilege log supplied by
Holland & Hart, the earliest evidence that Holland & Hart was involved with the patent
application drafting process was May 13, 2010, which is consistent with H50’s privilege log that
identified the earliest involvement as May 12, 2010.
Moreover, Defendants assert that there is no evidence that H5G had a legal department
between February 2010 and April 2011. Defendants explain that after Daniel Marks left HSG in
March 2010, H5G did not have any in-house attorneys. Prior to his leaving, Mr. Marks was
H5G’s general counsel and sole attorney. Defendants argue that there is no evidence that H5G
had any in-house attorneys until Mr. Fallon joined H50 in April 2011. Thus Defendants argue
that Ms. Evans could not have “served as a contractor of the H5G in-house legal team.”
Defendants argue that H5G miss-cites In re Queen s U. at Kingston, 820 F.3d 1287 (Fed.
Cir. 2016), which recognized at most only that communications concerning patent prosecution
might be privileged, not that draft applications themselves are privileged. Defendants ffirther
argue that the other cases cited by H5G do not establish privilege for patent applications, just the
fact that patent applications, like any document, may otherwise reflect attorney communications
or work product.
Opinion
The most well-Imown and careffilly guarded privilege is the attorney-client privilege. It is
well established that an attorney-client privilege exists to “encourage full and frank
communication” between counselor and client and “thereby promote broader public interests in
the observance of law and administration of justice.” Upjohn Co. v. United States, 449 U.S. 383,
389, 101 S.Ct. 677, 66 L.Ed.2d 584 (1981); accord Trammel v. United Stares, 445 U.S. 40, 51,
100 S. Ct. 906, 913, 63 L. Ed. 2d 186 (1980) (“[P]rivilege rests on the need for the advocate and
10
counselor to know all that relates to the client’s reasons for seeking representation if the
professional mission is to be carried out”). it is also without question that the privilege attaches
to a communication made “for the purpose of securing primarily legal opinion, or legal services,
or assistance in a legal proceeding.” In re Spalding Sports Worldwide, Inc., 203 F.3d 800, 805
(Fed. Cir. 2000); see also Upjohn, 449 U.S. at 389, 101 S.Ct, 677 (stating that legal advice “can
only be safely and readily availed of when free from the consequences or the apprehension of
disclosure”).
The attorney-client privilege protects communications between attorneys and clients from
compelled disclosure if the communication satisfies the following elements: “it must be ‘(I) a
communication (2) made between privileged persons (3) in confidence (4) for the purpose of
obtaining or providing legal assistance for the client” In re Teleglobe Commc’ns Corp., 493
F.3d 345, 359 (3d Cir, 2007), as amended (Oct. 12, 2007)(quoting Restatement (Third) of the
Law Governing Lawyers
§ 68 (2000)). “Privileged persons” include the client, the attorney(s),
and any of their agents that help facilitate attorney-client communications or the legal
representation.” Id. Thus the “[p]resence of a third-party, such as a consultant, does not destroy
the attorney-client privilege where that party is the client’s agent or possesses ‘a commonality of
interest with the client.” SmithKline Beecham Corp. v. Apotex Corp., 232 F.R.D. 467, 476—77
(E.D. Pa. 2005) (quoting In re Grand Jury Investigation, 918 F.2d 374, 386 n. 20 (3d Cir.1990)).
Courts have also found that confidential communications between inventors or
employees who work for the same employer can retain their privilege so long as they are “made
in furtherance securing legal advice.” See Regents of Univ. of Caflfornia v. Affymetrix, Inc., 326
F.R.D. 275, 280 (S.D. Cal. 2018); In re Queen’s U at Kingston, 820 F.3d 1287 (Fed. Cir. 2016)
(holding communications between non-attorney employees about “its patent application and
11
[plaintiffs] patents” were privileged because made at the direction of counsel and intended to
seek legal advice).
In this matter, the Special Master has reviewed the documents at issue in camera, In
camera review is not appropriate merely because a party objects to the assertions of privilege.
See US. v. Zolin, 491 U.S. 554, 571—572, 109 S.Ct. 2619, 105 L.Ed.2d 469 (1989). And it is not
a basis upon which any party can shift a burden to the Court that they should bear themselves.
United States v, Davita, Inc., 301 F,R.D. 676, 681 (N.D. Ga. 2014). Nevertheless, where there is
a sufficient evidentiary showing that an issue exists regarding the application of a privilege, the
court must utilize its discretion as to whether in camera review is appropriate under the
circumstances presented. See US. v. Zolin, 491 U.S. 554, 571—572, 109 S.Ct. 2619, 105 L.Ed.2d
469 (1989).
After reviewing the documents at issue and submissions of the parties, it is the opinion of
the Special Master that the eight draft patent applications are not protected from disclosure by
attorney-client privilege. A draft application, like any other document, is not an inherently
privileged document. Thus the draft applications are oniy protected from disclosure by attorneyclient privilege if H5G can establish that the draft patent applications were (1) communications
(2) between “privileged persons” (3) made in confidence (4) intended to receive or give legal
assistance. In re Teleglobe Commc ‘ns Corp., 493 F.3d 345, 359 (3d Cir. 2007), as amended (Oct.
12, 2007) (quoting Restatement (Third) of the Law Governing Lawyers
§
68 (2000)). “Privileged
persons” are the client, the attorney, and “any of their agents that help facilitate attorney-client
communications or the legal representation.” Id. (citing to
§ 70 of the Restatement).
Based on a review of H5G’s January 16, 2019 privilege log, January 25, 2019
supplemental privilege log, and the documents themselves, H5G has failed to satis& its burden
12
to demonstrate that the patent applications were communications made to or from an attorney for
purposes of securing legal advice and would not have been made but for the need for such
advice. Hoffmann-La Roche, Inc. v. Roxane Labs.. Inc., No. C1V.A. 09-6335 WJM, 2011 WL
1792791, at *8 (D.N.J. May 11, 2011). Here, the draft patent applications are not
communications to or from an attorney. The documents appear to simply be drafts of patent
applications without any attorney involved. While the supplemental privilege log provides that
these are “[d)raft patent application prepared at the direction of Dick Schulze and Bob Ryan in
furtherance of preparing, filing, and prosecuting a patent application,” the Special Master does
not believe H5G has satisfied its burden of demonsfrating that these patent applications were
communicated between the attorney and client and would not have been made but for the need
for such advice. “Documents are not privileged simply because they end up with a lawyer or
eventually prove useful to the lawyer’s provision of legal services.” Id. Accordingly, H5G shall
produce documcnts bates stamped P000120686-120680; P001469198-1469204; P0014401541440173; P000139808-139817; P000117837-117843; P000090017-90023; P000048361-48368;
P000023624-23643 within 10 days of the date of this Order.
It is the opinion of the Special Master that document bates stamped P000027697-27698 is
not protected from disclosure by attorney-client privilege. According to the supplemental
privilege log, document bates stamped P000027697-27698 is an email from Stuart Zoble to
“patent attorney Dick Schulze in furtherance of preparing, filing, and prosecuting a patent
application and consulting with or giving advice to a client in furtherance of preparing, filing,
and prosecuting a patent application.” Christina Evans and Anthony Singer were copied on the
email. In the Declaration of Jon Fallon, Esq., Mr. Fallon explains that H5G, at the direction of
Daniel Marks, engaged Christina Evans around September 2009 to perform paralegal services
13
limited to the field of intellectual property. Mr. Fallon explains that Ms. Evans initially reported
directly to Mr. Marks when he was General Counsel and then later reported to him when he
became acting Corporate W counsel after Mr. Marks left. However, Defendants point out that
according to the record, Mr. Marks left H5G in or around March 2010. Mr. Fallon, in his
deposition testimony, stated that he did not become involved with H5G until April 2011.
Accordingly, there is a dispute as to whether Ms. Evans was a contract employee of the legal
department of H5G and was acting as an agent of H5G on this email. As it appears that Mr.
Fallon was not employed by H5G in June 2010, it remains unclear to the Special Master what
Ms. Evans’ role was at this point in time and to whom she reported at H50, as well as whether
there was a legal department at H5G at this time. As such, H5G has failed to satisfy its burden to
demonstrate that attorney-client privilege was not waived by the inclusion of Ms. Evans on this
email. Accordingly, H5G shall produce documents bates stamped P000027697-27698 within jfl
ilY! of the date of this Order.
Date: 5/10/19
DEN
M. CAVANALJt[H, V.S.D.J. (Ret.)
SpecIal Master
14
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