GRANT HEILMAN PHOTOGRAPHY, INC., v. PEARSON EDUCATION, INC. et al
MEMORANDUM ORDER THAT DEFENDANT PEARSON EDUCATION'S MOTION FOR LEAVE TO FILE A REPLY BRIEF IS GRANTED. DEFENDANT PEARSON EDUCATION'S MOTION FOR PROTECTIVE ORDER IS GRANTED AS OUTLINED HEREIN. SIGNED BY HONORABLE LEGROME D. DAVIS ON 4/30/2012. 4/30/2012 ENTERED AND COPIES E-MAILED.(sg, )
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
GRANT HEILMAN PHOTOGRAPHY, INC.
PEARSON EDUCATION, INC., et al.
AND NOW, this 30th day of April, 2012, upon consideration of Defendant Pearson
Education’s Motion for Protective Order (Doc. No. 18), Plaintiff’s Response in Opposition
Thereto (Doc. No. 19), Pearson’s Motion for Leave to File a Reply Brief (Doc. No. 20), and the
associated Reply Brief (Doc. No. 20-1), it is hereby ORDERED as follows:
Defendant Pearson Education’s Motion for Leave to File a Reply Brief (Doc. No. 20) is
GRANTED, and the associated Reply Brief (Doc. No. 20-1) has been considered.
Defendant Pearson Education’s Motion for Protective Order (Doc. No. 18) is GRANTED
as detailed below. Specifically, the Motion is GRANTED with respect to all three (3)
categories of information at issue here: (1) Defendant’s non-public financial information;
(2) Defendant’s non-public sales and marketing projections and forecasts; and (3) the
print quantities and dates of Defendant’s publications, including but not limited to the socalled “print quantity report” Defendant produced in this matter.
Accordingly, it is further ORDERED that documents containing Defendant’s non-public
financial data; sales and marketing projections and/or forecasts; and print quantities and
dates, including the “print quantity report,” shall be marked “CONFIDENTIAL,” shall be
used solely for the purpose of this litigation, and shall not be disclosed to any person
except for the following individuals: (1) Attorneys actively working on this case and
persons employed by or associated with them; (2) Witnesses and deponents of the
disclosing party; (3) Judges, Magistrate Judges, law clerks and other personnel of this
Court; (4) Court reporters recording or transcribing testimony; (5) Independent experts
and persons employed by or associated with them who have been shown a copy of this
Order and agree to be bound by it; (6) Parties in this action, including their employees or
agents; and (7) Other persons agreed to in writing by and between counsel of record.
A party may object to the designation of particular information as CONFIDENTIAL by
giving written notice, identifying the information to which the objection is made, to the
party designating the disputed information. All counsel shall then confer in good faith in
an attempt to resolve the dispute within five (5) business days of receiving the
aforementioned written notice. Only if the parties cannot resolve the dispute among
themselves may they move for a Court ruling on the disputed issue. Any such motion
must be made within five (5) days of the parties’ conference or the disputed information
shall lose its designation as CONFIDENTIAL. The party designating the information as
CONFIDENTIAL shall bear the burden of establishing that good cause exists for the
disputed information to be treated as CONFIDENTIAL.
Factual Background and Procedural History
Plaintiff Grant Heilman Photography, Inc. (“Plaintiff” or “GHPI”) is a stock photography
agency that licenses its photographs for distribution, including to Defendant Pearson Education
(“Defendant” or “Pearson”), a publisher of educational textbooks. (Doc. No. 1 ¶¶ 5, 8, 12).
Relevant to this suit, GHPI is the owner and exclusive copyright holder of over 2,500
photographs (the “Photographs”) depicted in Exhibit A to the Complaint. (Doc. No. 1 ¶ 10).
The Photographs have either been registered with the United States Copyright Office or are
pending registration. (Doc. No. 1 ¶ 11, Ex. A).
Between 1995 and 2010, GHPI sold Pearson limited licenses to use copies of the
Photographs in Pearson’s educational publications, but according to GHPI, Pearson’s actual uses
of the Photographs far exceeded the scope of the limited licenses. (Doc. No. 1 ¶¶ 12-14). GHPI
has discovered at least seven (7) instances in which Pearson violated the terms of its license
agreements, e.g., by printing more copies of the books containing GHPI’s photographs than the
licenses authorized. (Doc. No. 1 ¶¶ 14, 25). As one example, Pearson’s license to use GHPI’s
Photographs in the 2001 Developmental Reading Assessment authorized up to 40,000 printed
copies, but Pearson printed at least 350,000 copies without giving notice to or asking permission
from GHPI. (Doc. No. 1 ¶ 14A).
GHPI’s Complaint alleges that “[a]t the time Pearson represented to GHPI in its license
requests that it needed specified, limited licenses to use the Photographs, Pearson knew its actual
uses under the licenses would exceed the permission it was requesting and paying for.” (Doc.
No. 1 ¶ 14). Believing that Pearson may have surreptitiously violated the terms of its licensing
agreements on a widespread basis, on July 1, 2011, GHPI asked Pearson to provide GHPI with
information regarding Pearson’s unauthorized uses of GHPI’s Photographs, but Pearson refused.
(Doc. No. 1 ¶¶ 23-29). GHPI then brought this suit, claiming that Pearson (1) infringed the
copyrights to GHPI’s Photographs and (2) committed fraud with respect to six of the particular
transactions in which GHPI has discovered that Pearson exceeded the scope of its license
Pearson moved to dismiss GHPI’s Complaint under Federal Rule of Civil Procedure
12(b)(6), and on October 12, 2011, we denied that motion in large part. (See Doc. No. 12).
Now, the parties have apparently reached an impasse with respect to certain discovery-related
issues. Pearson filed the instant motion for an umbrella protective order pursuant to Federal Rule
of Civil Procedure 26(c), seeking to keep confidential three (3) categories of information
produced during discovery: (1) non-public financial information; (2) non-public sales and
marketing projections and forecasts; and (3) most importantly (judging by the parties’ briefing),
the print quantities and dates of Pearson’s publications, including the so-called “print quantity
report” Pearson generated, and then turned-over to GHPI, in this action.
Now, some context. These parties (or more precisely, their counsel) know each other
well. Similar “print overrun”-type copyright infringement actions have cropped-up all over the
country, oftentimes involving the same parties and/or lawyers. Until recently, Plaintiff’s counsel
and Defendant’s counsel had a history of cooperation on the issue of protective orders.
Plaintiff’s counsel has now reversed course and refuses to stipulate to the confidentiality of
certain documents Pearson would like to keep out of the public domain, most notably a “print
quantity report” that Pearson compiled in connection with this suit.
From what we can tell, the “print quantity report” contains a manual compilation of all of
Pearson’s print run information with respect to the images at issue in this matter. Pearson does
not maintain such a report in the normal course of business; rather, Pearson produced this report
to show that Pearson has not, in fact, overrun its publication license limits with respect to many
of the photographs-in-suit. In doing so, Pearson hoped to save time and resources; streamline
discovery; and facilitate resolution (settlement) of this case.
At the Rule 16 conference, counsel for both parties agreed to keep the report “Attorney’s
Eyes Only” pending the entry of a protective order. While Plaintiff’s counsel may not have
explicitly consented to a protective order covering the report during the conference, the entire
tenor of the conversation led this Court to believe that entry of such an order was a foregone
conclusion. In other words, the parties’ attorneys would work it out, as they had done many
times in the past. Consequently, Pearson no doubt believed that Plaintiff would agree to a
stipulated protective order encompassing, among other things, the print quantity report.
Unfortunately for Pearson, Plaintiff’s counsel changed tactics, thereby precipitating Pearson’s
Rule 26(c) motion for a Court-issued protective order. For the reasons explained herein, we
grant Defendant’s motion as to Pearson’s non-public financial information; sales and marketing
projections, and forecasts; and print quantities and dates, including the “print quantity report.”
Under Federal Rule of Civil Procedure 26(c), we “may, for good cause, issue an order to
protect a party or person from annoyance, embarrassment, oppression, or undue burden or
expense, including . . . requiring that a trade secret or other confidential research, development,
or commercial information not be revealed or be revealed only in a specified way.” Fed. R. Civ.
P. 26(c)(1)(G). In fact, we have the inherent equitable power to grant such a confidentiality
order, “whether or not such orders are specifically authorized by procedural rules.” Pansy v.
Borough of Stroudsburg, 23 F.3d 772, 785 (3d Cir. 1994) (citation omitted). As a general matter,
the Third Circuit has approved of “umbrella” protective orders in complex cases, opining that
such orders “will encourage efficiency and allow litigation to proceed more quickly” vis-a-vis a
document-by-document approach to confidentiality. See Cipollone v. Liggett Grp., Inc., 785
F.2d 1108, 1121-23 (3d Cir. 1986) (citations omitted). This case, involving over 2,500
infringement claims spread across many publications, undoubtedly qualifies as “complex.”
Given the complexity of the case, we believe an umbrella protective order is warranted (so long
as Pearson shows “good cause” for such an order, of course). See Glenmede Trust Co. v.
Thompson, 56 F.3d 476, 483 (3d Cir. 1995) (declaring that party seeking protective order bears
“the burden of establishing ‘good cause’ to protect the umbrella of confidentiality established by
the confidentiality agreement.”).
To determine whether “good cause” exists for the entry of a protective order, we may
weigh factors such as “1) whether disclosure will violate any privacy interests; 2) whether the
information is being sought for a legitimate purpose or for an improper purpose; 3) whether
disclosure of the information will cause a party embarrassment; 4) whether confidentiality is
being sought over information important to public health and safety; 5) whether the sharing of
information among litigants will promote fairness and efficiency; 6) whether a party benefitting
from the order of confidentiality is a public entity or official; and 7) whether the case involves
issues important to the public.” Shingara v. Skiles, 420 F.3d 301, 306 (3d Cir. 2005) (citations
omitted). These factors “are neither mandatory nor exhaustive,” but rather guideposts to help us
appropriately balance “private versus public interests.” Glenmede, 56 F.3d at 483. Of course,
“[b]road allegations of harm, unsubstantiated by specific examples or articulated reasoning, do
not support a good cause showing.” Arnold v. Pa. Dep’t of Transp., 477 F.3d 105, 112-13 (3d
Cir. 2007) (internal quotations and citation omitted). Instead, the injury resulting from disclosure
must be “clearly defined and serious.” Id. at 112. In addition, the Third Circuit has emphasized
“the strong public interest in open proceedings.” Glenmede, 56 F.3d at 484.
Against this legal backdrop, we now turn to the three categories of disputed information
at issue here: (1) Pearson’s non-public financial information; (2) Pearson’s non-public sales and
marketing projections and forecasts; and (3) the print quantities and dates of Pearson’s
publications, including the print quantity report.
Non-public financial information, sales and marketing projections, and forecasts
We address the first two categories of information together because, in our view, they are
analytically similar. To show good cause for a protective order encompassing Pearson’s nonpublic financial information, sales and marketing projections, and forecasts, Pearson relies on the
declarations of William E. Hess, Senior Vice President and CFO of Pearson School Group, and
John Owen, Senior Vice President and CFO of Pearson’s Higher Education Group. Regarding
non-public financial information, Hess avers:
Pearson’s non-public financial information . . . would be very valuable to
competitors because it would reveal Pearson’s actual distribution quantities for
the publications at issue; the revenues and expenses associated with production,
marketing, and sale of those publications, including royalty expense data; and its
profit margin for each publication. Per-publication distribution and profitability
information is highly sensitive because it reveals Pearson’s sales strategies, profit
trends, and market penetration in particular segments of the market . . . This nonpublic financial information thus reveals Pearson’s interest in growing market
share for a particular textbook, course, or segment of the marketplace as well as
its royalty agreements with particular authors. If such information were disclosed,
Pearson’s competitors would improperly gain insight into Pearson’s competitive
strategies, financial agreements with authors, and profitability for particular
publications. Accordingly, disclosure of Pearson’s non-public financial
information would substantially undermine Pearson’s ability to compete in the
(Hess Dec. ¶ 6).
Regarding Pearson’s sales and marketing projections, Hess likewise contends:
Pearson’s sales and marketing projections and forecasts would be extremely
valuable to competitors because such documents reveal Pearson’s market
research, financial feasibility assessments, and annual sales projections for the life
of a publication. Before a proposed textbook is approved for publication, Pearson
evaluates the curricular offerings of the proposed publication vis-a-vis existing
educational alternatives, the opportunity to publish related ancillary products like
state-specific editions, and the financial feasibility of the proposed publication. In
doing so, Pearson projects publication and sales information for the life of a
textbook program. These projections include estimated unit sales over time;
production, editorial, edition, and royalty cost estimates; and estimated pricing
levels and break-even targets. As a result, documents reflecting Pearson’s prepublication sales and marketing forecasts reveal Pearson’s market research,
financial feasibility analysis, and sales strategies by showing how many copies of
a particular textbook Pearson expected to sell and where Pearson intends to sell
them. They also reveal Pearson’s assessment of curricular alternatives and
interest in growing its market share for a particular textbook, course, or segment
of the marketplace, thereby providing its competitors with a roadmap to compete
more effectively with Pearson. Further, disclosure of Pearson’s sales and
marketing forecasts would enable Pearson’s competitors to understand and
leverage Pearson’s non-public royalty agreements with specific authors.
Disclosure of Pearson’s sales and marketing projections and forecasts would
therefore substantially undermine Pearson’s ability to compete in the market.
(Hess Dec. ¶ 7).
In his declaration, Owen makes similar assertions regarding the commercially sensitive
nature of Pearson’s non-public financial information, sales and marketing projections, and
forecasts. (Owen Dec. ¶¶ 6-7).
Hess and Owen also detail the measures Pearson took to ensure that such financial
information, sales and marketing projections, and forecasts remain confidential. According to
Hess and Owen, Pearson restricts access to non-public financial data and sales and marketing
forecasts to “personnel who have a business need for the information.” (Hess Dec. ¶ 8; Owen
Dec. ¶ 8). Further, Pearson “requires its employees to sign non-disclosure agreements as part of
the hiring process.” (Id.). Finally, Pearson at least sometimes executes confidentiality or nondisclosure agreements regarding such information with third-parties such as authors, printers, and
other vendors. (Id. ¶ 9).
In response, GHPI argues that Pearson’s self-serving declarations fail to establish that
Pearson would suffer a clearly defined and serious injury if the aforementioned non-public
information came to light, primarily because (1) the Hess and Owen declarations are vague and
conclusory, and (2) much of the information is old and therefore less relevant to the current
Pearson gets the best of this argument. As noted supra, we must balance public and
private interests in deciding whether to issue a protective order. Glenmede, 56 F.3d at 483.
Here, the Hess and Owen declarations convince us that Pearson has a strong interest in keeping
its non-public financial information, sales and marketing projections, and forecasts confidential.
In particular, the declarations give relatively specific examples of how disclosure of such
information would significantly impair Pearson’s competitiveness in the market. In fact, we
believe this kind of information would unfairly afford Pearson’s competitors direct insight into
For example, suppose a competitor gained access to documents reflecting Pearson’s
revenues and costs. By comparing Pearson’s revenues and costs to its own, Pearson’s competitor
would know in which areas or segments of the market Pearson operates most profitably and
efficiently. Using that information, the adversary could adjust its business practices accordingly
to compete more effectively against Pearson. One enjoys a big advantage by knowing the
strengths and weaknesses of one’s opponent.
As another example, consider what would happen if a Pearson competitor obtained a
copy of Pearson’s sales and marketing projections for the upcoming year. The competitor could
utilize that information to “scoop” Pearson in the markets Pearson intends to target, without
spending any of its own money to conduct the research that Pearson already did. Or Pearson’s
competitor could refine its own sales strategy based on insight gleaned from Pearson’s market
predictions. Possibilities of harm to Pearson abound.
On the other hand, we do not believe the public can claim any strong “right to know” a
company’s private financial data and market analysis. Although some of the information Pearson
seeks to protect may be old (and therefore less commercially sensitive), the public interest in
accessing such information likewise wanes over time. Therefore, with respect to these two
categories of information (financial data, and sales and marketing projections and forecasts),
Pearson’s private interest in confidentiality dwarfs the public’s interest in disclosure.
GHPI can hardly claim surprise at this conclusion, as courts routinely find good cause to
protect the confidentiality of the type of information at issue here. See, e.g., Jon Feingersh
Photography, Inc. v. Pearson Educ., Inc., No. 11–5122, 2012 WL 957534, at *2-4 (E.D. Pa. Mar.
13, 2012) (Brody, J.) (granting Pearson’s motion for protective order covering non-public
financial data, as well as sales and marketing projections and forecasts, in analogous suit);
Goldenberg v. Indel, Inc., No. 09–5202, 2012 WL 15909, at *3-4 (D.N.J. Jan. 3, 2012)
(recognizing that “the confidentiality of business agreements, trade secrets or commercial
information are a legitimate private interest and the disclosure of this information can be used for
the improper purpose of causing harm to the litigant’s competitive standing in the marketplace.”)
(citations omitted); Hershey Co. v. Promotion in Motion, Inc., No. 07–1601, 2010 WL 1812593,
at *3 (D.N.J. May 4, 2010) (finding that public disclosure of “proprietary and commercially
sensitive financial and sales information” “could compromise the ability of [a company] to
remain competitive in the industry.”); Sprinturf, Inc. v. Sw. Recreational Indus., Inc., 216 F.R.D.
320, 324 (E.D. Pa. 2003) (concluding that “past and future market share, the size of future
markets, . . . and proprietary information regarding the development of . . . [a] product line”
constitutes confidential commercial information, the disclosure of which could result in
competitive disadvantage); Miles v. Boeing Co., 154 F.R.D. 112, 114-15 (E.D. Pa. 1994)
(observing that “[t]he subject matter of confidential business information is broad, including a
wide variety of business information. . . .[and] Competitive disadvantage is a type of harm
cognizable under Rule 26.”) (internal citation omitted).
Print quantities and dates, including the print quantity report
We now turn to the heart of the parties’ dispute, the print quantity report. We recognize
that courts have split over this issue. Compare Jon Feingersh Photography, 2012 WL 957534, at
*1-2 (denying Pearson’s motion for protective order covering print quantities and dates), with
Bean v. Pearson Educ., Inc., CV 11–8030, 2011 WL 2559831, at *1-2 (D. Ariz. June 28, 2011)
(granting Pearson’s motion for protective order covering print quantities and dates, noting that
the “[c]ourt can discern no countervailing public interest that outweighs Defendant’s interest in
maintaining the confidentiality of its print run numbers.”). Considering the peculiar and
troubling posture of this particular case, we better serve both public and private interests by
granting Pearson’s motion to protect its print quantity data.
First, we acknowledge that the public has a strong interest in the sharing of information
among current and potential litigants. See Glenmede, 56 F.3d at 485. Relatedly, the Third
Circuit has rightfully admonished that “[f]ederal courts should not provide a shield to potential
claims by entering broad protective orders that prevent public disclosure of relevant
information.” Id. This matter presents just such a concern. According to GHPI, Pearson has
committed widespread, intentional, and systemic copyright infringement in many of its textbooks
by printing more copies of the books than Pearson’s limited licenses permit. In addition, Pearson
apparently refuses to voluntarily inform unsuspecting photographers (and the associated
copyright holders) about these print overruns. For example, GHPI’s complaint in this suit alleges
that, when asked, Pearson would not give GHPI information about Pearson’s unauthorized uses
of GHPI’s photographs. (Doc. No. 1 ¶¶ 23-29). Thus, “public disclosure of print run numbers
and dates is highly relevant to other Pearson licensors because this information will likely aid
them in determining if their copyrights have been infringed by Pearson.” Jon Feingersh
Photography, 2012 WL 957534, at *2. In other words, if we decline to protect Pearson’s print
run report, we may benefit the public by giving putative claimants access to information
regarding Pearson’s potential violation of the claimants’ intellectual property rights (valuable
information that might not otherwise be available).
But we simply cannot condone, much less ratify, Plaintiff’s gamesmanship in this matter.
As noted supra, we first discussed Pearson’s creation of the now-famous print quantity report at
the Rule 16 conference in this case. At that point in time, Pearson had not yet generated the
report, which apparently takes a great deal of effort to compile. The parties both represented to
the Court that this report would greatly expedite resolution of the case by effectively eliminating
many of the over-2,500 pending copyright infringement claims (thus laying the groundwork for
productive settlement discussions based on a common set of facts). In addition, the parties
agreed to keep the report “Attorney’s Eyes Only” pending the entry of a protective order. While
the parties did not expressly and definitively stipulate to such a protective order in our presence,
Plaintiff’s counsel certainly led (or at the very least, allowed) this Court to believe that Plaintiff
had no problem keeping the report under wraps.
Relying on Plaintiff’s tacit acceptance of the report’s confidentiality, Pearson created the
report and sent it to Plaintiff. Now, report in hand, Plaintiff has reversed course and refuses to
consent to a protective order. Since Pearson does not object to Plaintiff’s use of the report in this
matter, we can logically assume that Plaintiff’s counsel hopes to utilize this report in future
litigation against Pearson. In other words, the public interest trumpeted by Plaintiff’s counsel
unquestionably mirrors counsel’s own private interest. As discussed supra, the public does have
an interest in seeing wrongdoing (by Pearson, or anyone else) come to light; we cannot fix what
we cannot see. But the public also has an interest in encouraging parties to deal with the courts
(and each other) openly and honestly, so that disputes may be resolved justly and efficiently.
Under the circumstances, this interest in candor before the courts outweighs the public interest in
sharing Pearson’s print run numbers with potential copyright infringement victims.
In addition, the public interest is only one side of the equation. We must also consider
Pearson’s private interest in the confidentiality of its print run information, including its print
quantity report. GHPI contends that Pearson essentially forfeited any such interest by disclosing
its print runs on occasion in the past. We do not find that argument persuasive. As Pearson
correctly points out, the limited disclosure of certain print quantity information to several thirdparties with whom Pearson has a relationship (including GHPI and other photographers) does not
mean such information is publicly available, or that Pearson has no interest in maintaining its
confidentiality, or that the print quantity information of all Pearson’s publications is publicly
available. The Hess and Owen declarations satisfy us that Pearson attempts to protect the
confidentiality of its print quantity reports, even within Pearson. (Hess Dec. ¶¶ 8-9; Owen Dec.
¶¶ 8-9). Therefore, as a threshold matter, we find that Pearson’s print quantity report and the
undisclosed underlying data constitutes confidential commercial information subject to
protection for good cause.
It goes without saying that Pearson’s desire to avoid a barrage of copyright infringement
suits by concealing the evidence of its (alleged) wrongdoing does not qualify as a legitimate
private interest justifying entry of a protective order. However, Pearson insists that public
disclosure of the print quantity report would impair Pearson’s ability to compete, which is a
legitimate interest. In particular, Pearson worries that the report will reveal Pearson’s sales
strategies, which competitors could use to compete more effectively against Pearson. (Hess Dec.
¶ 5; Owen Dec. ¶ 5). Maybe so, but Pearson’s print run information reflects, at most, indirect,
secondary evidence of Pearson’s sales strategies. In other words, Pearson’s competitors would
have to make many inferences and educated guesses to divine Pearson’s “sales strategies” from
its prior print run numbers alone. The fact that Pearson printed, say, 80,000 copies of a particular
textbook on a particular date does not say very much about Pearson’s business approach, views
on a particular market, and so forth. Therefore, although Pearson’s print quantity report is
commercially sensitive, it is not greatly so (in contrast to Pearson’s financial data and market
projections, which would give Pearson’s competitors direct, primary information to leverage
against Pearson in the marketplace).
In the end, both public and private interest considerations weigh in favor of granting
Pearson’s motion. Pearson does have a legally cognizable (albeit not particularly overwhelming)
interest in keeping its print run data out of the hands of its rivals for competitive reasons.
Additionally, while public disclosure of the print run report may help others vindicate their
intellectual property rights, the public interest in litigants’ candor and fair-dealing takes
precedence in this case.1
For the aforementioned reasons, Defendant Pearson Education’s Motion for Leave to File
a Reply Brief (Doc. No. 20) is GRANTED, and the associated Reply Brief (Doc. No. 20-1) has
As should be evident, our conclusion regarding the propriety of a protective order
covering Pearson’s print run numbers is limited to the narrow circumstances of this case. We
express no opinion on whether, as a general matter, courts should shield an alleged infringer’s
print run information from public eyes. Relatedly, if a member of the public seeking access to
Pearson’s print run report petitions this Court to lift or modify the protective order, we would
conduct our analysis anew, re-balancing the public and private interests as to the particular
individual requesting the report.
been considered. Defendant’s Motion for Protective Order (Doc. No. 18) is also GRANTED.
BY THE COURT:
/s/ Legrome D. Davis
Legrome D. Davis, J.
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