Biogen Idec Reports Third Quarter 2005 Results.CAMBRIDGE, Mass. -- Biogen Idec Biogen Idec, Inc. (NASDAQ: BIIB) is a biotechnology company specializing in drugs for neurological disorders, autoimmune disorders and cancer. The company was formed in 2003 by the merger of Cambridge, Massachusetts-based Biogen and San Diego, California-based Idec Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : BIIB BIIB Basic Imagery Interpretation Brief ), a global biotechnology leader with leading products and capabilities in oncology oncology /on·col·o·gy/ (ong-kol´ah-je) the sum of knowledge regarding tumors; the study of tumors. on·col·o·gy n. , neurology neurology (n rŏl`əjē, ny –), study of the morphology, physiology, and pathology of the human nervous system. and immunology immunology, branch of medicine that studies the response of organisms to foreign substances, e.g., viruses, bacteria, and bacterial toxins (see immunity). Immunologists study the tissues and organs of the immune system (bone marrow, spleen, tonsils, thymus, lymphatic , today reported its third quarter 2005 results.
Third Quarter Highlights
-- Total revenues grew 10% to $596 million vs. prior year $543
million, driven primarily by AVONEX(R) (Interferon beta-1a)
worldwide sales up 8% to $375 million and RITUXAN(R)
(rituximab) revenues from the joint business arrangement up
14% to $182 million.
-- On a reported basis, calculated in accordance with U.S.
generally accepted accounting principles (GAAP), third quarter
earnings per share (EPS) were $0.08. Excluding pre-tax charges
of $88 million of non-cash merger-related accounting impacts,
severance and relocation charges of $27 million, and charges
totaling approximately $21 million related to the planned sale
of the NICO manufacturing facility and the sale of the NIMO
manufacturing facility, adjusted non-GAAP EPS were $0.36.
-- Included in both the GAAP and adjusted non-GAAP results were:
-- Charges of $25 million, or EPS of $0.05, for impairments
of ZEVALIN(R)(ibritumomab tiuxetan) inventory and
intangibles,
-- $50 million, or EPS of $0.10, for an upfront payment of
$40 million and future payments of $10 million to Protein
Design Labs, Inc. (PDL), and
-- a loss $5 million, or EPS of $0.01, due to a write-down of
certain investments (Sunesis).
"We previously announced our strategic plan to reduce operating expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. to fund increased business development activities in order to accelerate long-term growth," said James C. Mullen, Biogen Idec's Chief Executive Officer. "During the quarter, we have progressed against these goals by signing the partnership with PDL See page description language. 1. PDL - Page Description Language. 2. PDL - Program Design Language. 3. PDL - Push Down List. 4. PDL - Dave Lebling, one of the co-authors of Zork. to jointly develop and commercialize three Phase II antibodies. Additionally, we achieved several key near-term milestones including the completion of the extensive safety evaluation of TYSABRI(R)(natalizumab), the submission of TYSABRI's regulatory filings for multiple sclerosis multiple sclerosis (MS), chronic, slowly progressive autoimmune disease in which the body's immune system attacks the protective myelin sheaths that surround the nerve cells of the brain and spinal cord (a process called demyelination), resulting in damaged areas (MS) in the US and Europe, and the submission of RITUXAN's regulatory filings for rheumatoid arthritis rheumatoid arthritis Chronic, progressive autoimmune disease causing connective-tissue inflammation, mostly in synovial joints. It can occur at any age, is more common in women, and has an unpredictable course. (RA) in the US." Financial Performance On an adjusted non-GAAP basis, Biogen Idec's net income was $122 million in the third quarter of 2005 (Q3 2004 adjusted non-GAAP: $132 million). Adjusted non-GAAP EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. were $0.36 for the third quarter of 2005 (Q3 2004 adjusted non-GAAP: $0.37). On a reported basis, calculated in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). , Biogen Idec reported net income of $27 million (or EPS of $0.08) in the third quarter of 2005 (Q3 2004: net income of $37 million, or EPS of $0.10). The difference between adjusted non-GAAP net income and EPS and GAAP net income and EPS in the third quarter were primarily due to: --pre-tax charges of $88 million of non-cash merger-related accounting impacts, primarily amortization of intangibles, inventory step-up, and other merger-related charges, --charges of $27 million for severance The act of dividing, or the state of being divided. The term severance has unique meanings in different branches of the law. Courts use the term in both civil and criminal litigation in two ways: first, when dividing a lawsuit into two or more parts, and second, when and relocation RELOCATION, Scotch law, contracts. To let again to renew a lease, is called a relocation. 2. When a tenant holds over after the expiration of his lease, with the consent of his landlord, this will amount to a relocation. related to the workforce reduction announced on September 8, 2005, and --charges totaling approximately $21 million related to the planned sale of the NICO NICO Nissan Infiniti Car Owners NICO Nicodemus National Historic Site (US National Park Service) NICO Neuralgia-Induced Cavitational Osteonecrosis (medical) NICO Naftiran Intertrade Co Ltd manufacturing facility and the sale of the NIMO NIMO Niagara Mohawk (A New York State Power Company) manufacturing facility. These adjustments are itemized on Table 3. Revenue Performance Revenues for the third quarter of 2005 were up 14% to $182 million (Q3 2004: $160 million) from Biogen Idec's joint business arrangement with Genentech related to RITUXAN, a treatment for certain B-cell non-Hodgkin's lymphomas non-Hodg·kin's lymphoma n. Any of various malignant lymphomas characterized by the absence of Reed-Sternberg cells. Non-Hodgkin's lymphoma (NHL NHL Non-Hodgkin's lymphoma, see there ) that Biogen Idec co-promotes in the U.S. with Genentech. All U.S. sales of RITUXAN are recognized by Genentech, and Biogen Idec records its share of the pretax pre·tax adj. Existing before tax deductions: pretax income. pretax adj [profit] → vor (Abzug der) Steuern co-promotion profits on a quarterly basis. U.S. net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight of RITUXAN were $456 million in the third quarter of 2005 (Q3 2004: $393 million), as reported by Genentech. Revenues from AVONEX, Biogen Idec's therapy for patients with relapsing relapsing /re·laps·ing/ (re-lap´sing) (re´lap-sing) recurrent; denoting an illness that is characterized by periods of remission alternating with attacks of symptomatic disease. forms of MS, increased 8% in the third quarter to $375 million (Q3 2004: $346 million). AVONEX, the leading therapy for MS in the U.S. as measured by revenues, patients, and total prescriptions, reported sales of $235 million in U.S. sales for the quarter (Q3 2004: $224 million). International sales increased 15% to $140 million in the third quarter of 2005 (Q3 2004: $122 million). Table 4 provides individual product revenues. Royalties were $23 million in the third quarter of 2005 (Q3 2004: $24 million). Financial Guidance Biogen Idec estimates that its 2006 non-GAAP earnings per share, excluding the impact of stock option expensing (FAS123R), will be in the range of $1.95 - $2.10. Guidance regarding the impact of FAS123R will be provided at a later date. The Company anticipates that 2006 capital expenditures will be in the range of $200 - $275 million. Guidance for full year 2006 reported earnings per share (GAAP-based financial measure) is not currently accessible as the Company cannot predict with any certainty the nature or the amount of non-operating or unusual charges for subsequent quarters. The Company does, however, anticipate that it may have to take such charges in subsequent quarters and that such charges, if material, would cause reported earnings per share to differ from operating earnings Operating Earnings Profits after subtracting expenses such as marketing, cost of goods sold, administration and general operating costs from revenue. Notes: Tax and interest expenses are not subtracted - operating earnings are synonymous with EBIT (earnings before per share. Recent Events --On July 18, 2005, Biogen Idec and Elan (Emulated LAN) A virtual LAN in the ATM world. See LANE and virtual LAN. Elan - ["Top-down Programming with Elan", C.H.A. Koster, Ellis Horwood 1987]. Corporation, plc (Elan) announced that SENTINEL, the Phase III Noun 1. phase III - a large clinical trial of a treatment or drug that in phase I and phase II has been shown to be efficacious with tolerable side effects; after successful conclusion of these clinical trials it will receive formal approval from the FDA TYSABRI add-on trial with AVONEX, achieved the two-year primary endpoint of slowing the progression of disability in patients with relapsing forms of MS. The addition of TYSABRI to AVONEX resulted in a 24 percent reduction in the risk of disability progression compared to the effect provided by AVONEX alone. Data from SENTINEL also demonstrated that the addition of TYSABRI to AVONEX led to a 56 percent relative reduction in the rate of clinical relapses compared to that provided by AVONEX alone. --On August 2, 2005, Biogen Idec and PDL announced a broad collaboration for the joint development, manufacture and commercialization of three Phase II antibody products. The agreement provides for shared development and commercialization of daclizumab in MS and indications other than transplant transplant or graft Partial or complete organ or other body part removed from one site and attached at another. It may come from the same or a different person or an animal. One from the same person—most often a skin graft—is not rejected. and respiratory diseases Noun 1. respiratory disease - a disease affecting the respiratory system respiratory disorder, respiratory illness adult respiratory distress syndrome, ARDS, wet lung, white lung - acute lung injury characterized by coughing and rales; inflammation of the , and for shared development and commercialization of M200 (volociximab) and HuZAF(TM) (fontolizumab) in all indications. Under terms of the agreement, PDL received an upfront payment of $40 million, and Biogen Idec purchased $100 million of common stock from PDL. If multiple products were developed successfully in multiple indications and all milestones were achieved, PDL could receive certain development and commercialization milestone payments totaling up to $660 million. --On August 17, 2005, Biogen Idec, Genentech and Roche announced that the companies completed the filing of a supplemental Biologics License Application (sBLA) with the U.S. Food and Drug Administration (FDA FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. ) for an additional indication for RITUXAN, in previously untreated (front-line) patients with intermediate grade or aggressive, CD-20-positive, B-cell, NHL in combination with CHOP (cyclophosphamide cyclophosphamide /cy·clo·phos·pha·mide/ (-fos´fah-mid) a cytotoxic alkylating agent of the nitrogen mustard group; used as an antineoplastic, as an immunosuppressant to prevent transplant rejection, and to treat some diseases , doxorubicin doxorubicin /doxo·ru·bi·cin/ (dok?so-roo´bi-sin) an antineoplastic antibiotic, produced by Streptomyces peucetius, which binds to DNA and inhibits nucleic acid synthesis; used as the hydrochloride salt and as a liposome-encased , vincristine vincristine /vin·cris·tine/ (vin-kris´ten) an antineoplastic vinca alkaloid; used as the sulfate salt in the treatment of various neoplasms, including Hodgkin's disease, acute lymphocytic leukemia, non-Hodgkin's lymphoma, Kaposi's and prednisone prednisone (prĕd`nĭsōn): see corticosteroid drug. ) or other anthracycline-based chemotherapy regimens Chemotherapy regimens are often identified with acronyms, identifying the agents used in combination. Unfortunately, the letters used are not consistent across regimens, and in some cases (for example, "BEACOPP") the same letter is used to represent two different treatments. . The companies have received Priority Review designation from the FDA. --On August 31, 2005, Biogen Idec and Genentech announced that the companies submitted an sBLA with the FDA for a new indication for RITUXAN in patients with active RA who inadequately respond to an anti-TNF therapy. As part of the RITUXAN sBLA filing, the companies have requested Priority Review designation from the FDA. --On September 8, 2005, Biogen Idec announced a comprehensive strategic plan to position the Company for long-term growth. The plan builds on the continuing strength of the core products, RITUXAN and AVONEX and expected near-term developments. The plan included a 17% reduction in workforce and the planned divestiture The breakup of AT&T. By federal court order, AT&T divested itself on January 1, 1984 of its 23 operating companies, which became known as the Regional Bell Operating Companies (RBOCs). of AMEVIVE(R) (alefacept) and is expected to deliver annualized annualized Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared. savings of $200 to $300 million. Under the plan, Biogen Idec also plans to commit significant additional capital to external business development and research opportunities. --On September 26, 2005, Biogen Idec and Elan announced that an sBLA for TYSABRI had been submitted to the FDA for the treatment of MS. As part of the sBLA filing, the companies have requested Priority Review designation from the FDA. The companies also submitted a similar data package to the European Medicines Agency The European Medicines Agency (EMEA) is a European agency for the evaluation of medicinal products. Until 2004, the European Medicines Agency was known as The European Agency for the Evaluation of Medicinal Products. Roughly parallel to the U.S. . --On October 17, 2005, Biogen Idec and Elan announced that findings from their safety evaluation of TYSABRI in patients with Crohn's disease Crohn's disease: see colitis. (CD) and RA resulted in no new confirmed cases of progressive multifocal leukoencephalopathy Progressive Multifocal Leukoencephalopathy Definition Progressive multifocal leukoencephalopathy (PML) is a rapidly progressive neuromuscular disease caused by opportunistic infection of brain cells (oligodendrocytes and astrocytes) by the JC virus (PML PML - Parallel ML. ["Synchronous Operations as First-Class Values", J.H. Reppy <jhr@research.att.com>, Proc SIGPLAN 88 Conf Prog Lang Design and Impl, June 1988, pp. 250-259]. ). The TYSABRI safety evaluation has now been completed. Previously, on August 9, 2005, Biogen Idec and Elan had announced that findings from their safety evaluation of TYSABRI in patients with MS resulted in no new confirmed cases of PML. The companies had previously reported three confirmed cases of PML, two of which were fatal. The companies are taking preliminary steps to restart To resume computer operation after a planned or unplanned termination. See boot, warm boot and checkpoint/restart. clinical trials in MS. Conference Call and Webcast The Company's earnings conference call for the third quarter will be broadcast via the internet at 5:00 p.m. ET on October 26, 2005, and will be accessible through the investor relations Investor relations The process by which the corporation communicates with its investors. section of Biogen Idec's homepage, http://www.biogenidec.com. About Biogen Idec Biogen Idec (NASDAQ: BIIB) creates new standards of care Standards of care are medical or psychological treatment guidelines, and can be general or specific. They specify appropriate treatment protocols based on scientific evidence, and collaboration between medical and/or psychological professionals involved in the treatment of a given in oncology, neurology and immunology. As a global leader in the development, manufacturing, and commercialization of novel therapies, Biogen Idec transforms scientific discoveries into advances in human healthcare. For product labeling, press releases and additional information about the company, please visit http://www.biogenidec.com. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. regarding expected future financial results, including the financial objectives of the Company's strategic restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). plan, short and long-term growth, plans for external growth and the Company's development programs, the potential for TYSABRI, and the Company's commitment of significant additional capital to external business development and research opportunities. These statements are based on the Company's current beliefs and expectations. A number of risks and uncertainties could cause actual results to differ materially. For example, financial results, short and long-term growth, plans for external growth and development programs, and the commitment of significant additional capital to external business development and research opportunities may be affected by a number of factors, including any unexpected slowing of growth of the markets for AVONEX and RITUXAN, any change in market acceptance of AVONEX and RITUXAN in key markets worldwide, the impact of reimbursement Reimbursement Payment made to someone for out-of-pocket expenses has incurred. and pricing decisions related to the Company's products, the impact of competitive products on the Company's products, any material decreases in sales by licensees of products on which the Company receives royalties, the impact of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. , the impact of costs related to the suspension of TYSABRI, increases in costs related to, or an inability for us to enter into on acceptable terms, in-licensing deals, collaborations or acquisitions, increases in costs related to research and development of new products as well as increases in costs related to development of existing products in new indications, an inability for us to achieve acceptable terms from third parties for assets which have been proposed for divestment divestment to strip one's investment from an entity. , and any material issues, delays or failures related to the manufacturing or supply of the Company's products. Our long-term growth will depend on the successful development and commercialization of new products as well as the development and commercialization of existing products in new indications (such as RITUXAN in RA). Drug development involves a high degree of risk. For example, the plans for our development programs could be negatively affected if unexpected concerns arise from additional data or analysis, if regulatory authorities Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest regulatory agency administrative body, administrative unit - a unit with administrative responsibilities require additional information or further studies, or if we were to encounter other unexpected hurdles. The potential for TYSABRI is subject to a number of risks and uncertainties. There is no assurance, for example, that we will be able to gain sufficient information to fully understand the risks associated with the product. There is also no assurance that the Company and Elan will be able to resume marketing and sales of TYSABRI. For more detailed information on the risks and uncertainties associated with these forward looking statements and the Company's other activities, see the periodic reports filed by the Company with the Securities and Exchange Commission. The Company does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
TABLE 1
Financial Results For The Third Quarter of 2005
Condensed Consolidated Statements Of Income - GAAP Basis
(in thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
2005 2004 2005 2004
--------- --------- ---------- ----------
REVENUES
Product $ 391,366 $ 359,692 $1,187,773 $1,095,415
Unconsolidated joint
business 181,597 159,507 526,984 444,619
Royalties 23,117 23,860 71,600 73,371
Corporate partner 131 217 3,290 10,377
--------- --------- ---------- ----------
Total revenues 596,211 543,276 1,789,647 1,623,782
--------- --------- ---------- ----------
COST AND EXPENSES
Cost of product and royalty
revenues 89,561 64,460 260,262 470,955
Research and development 227,039 168,307 579,357 496,990
Selling, general and
administrative 161,410 132,622 475,637 403,116
Amortization of acquired
intangible assets 75,990 107,054 228,746 267,222
Impairment and Loss on Sale
of Long Lived Assets 21,046 - 102,904 -
--------- --------- ---------- ----------
Total cost and expenses 575,046 472,443 1,646,906 1,638,283
--------- --------- ---------- ----------
Income (loss) from
operations 21,165 70,833 142,741 (14,501)
Other income/ (expense),
net 11,192 (1,573) 8,318 16,566
--------- --------- ---------- ----------
INCOME BEFORE INCOME TAXES 32,357 69,260 151,059 2,065
Income taxes 5,172 32,492 45,910 5,668
--------- --------- ---------- ----------
NET INCOME $ 27,185 $ 36,768 $ 105,149 $ (3,603)
========= ========= ========== ==========
BASIC EARNINGS (LOSS) PER
SHARE $ 0.08 $ 0.11 $ 0.31 (0.01)
========= ========= ========== ==========
DILUTED EARNINGS (LOSS) PER
SHARE $ 0.08 $ 0.10 $ 0.31 (0.01)
========= ========= ========== ==========
SHARES USED IN CALCULATING:
BASIC EARNINGS PER SHARE 336,536 334,777 334,819 335,165
========= ========= ========== ==========
DILUTED EARNINGS PER SHARE 340,859 355,232 346,581 335,165
========= ========= ========== ==========
TABLE 2
Condensed Consolidated Balance Sheets
(dollars in thousands)
Sep. 30, 2005 Dec. 31, 2004
------------- -------------
Assets:
Current assets
Cash, cash equivalents and securities
available-for-sale $ 611,398 $ 1,057,942
Accounts receivable, net 261,535 278,637
Inventory 227,469 251,016
Other current assets 434,810 343,449
------------ -------------
Total current assets 1,535,212 1,931,044
------------ -------------
Long-term securities available-for-sale 1,207,062 1,109,624
Property and equipment, net 1,093,680 1,525,225
Intangible assets, net 3,057,209 3,292,827
Goodwill 1,151,105 1,151,105
Other 270,341 155,933
------------ -------------
Total assets $ 8,314,609 $ 9,165,758
============ =============
Liabilities and shareholders' equity
Current liabilities $ 558,945 $ 1,260,748
Long-term deferred tax liability 856,297 921,771
Non-current liabilities 101,540 156,838
Shareholders' equity 6,797,827 6,826,401
------------ -------------
Total liabilities and shareholders'
equity $ 8,314,609 $ 9,165,758
============ =============
TABLE 3
Financial Results For The Third Quarter of 2005
Condensed Consolidated Statements Of Income - Operating Basis
(in millions, except per share amounts)
The non-GAAP financial measures presented below are utilized by Biogen
Idec management to gain an understanding of the comparative financial
performance of the Company. Management believes that the non-GAAP
financial measures are useful because they exclude those
non-operational activities or transactions that are not necessarily
relevant to understanding the trends of the Company or the prospects
of future performance. The presentation of this information is not
meant to be considered in isolation or as a substitute for GAAP
financial measures. Numbers may not foot due to rounding.
Three Months Nine Months
Ended Ended
September 30, September 30,
2005 2004 2005 2004
-------- ------- -------- -------
Earnings per share - Diluted:
GAAP $0.08 $0.10 $0.31 ($0.01)
Adjusted Pro Forma (Non-GAAP) $0.36 $0.37 $1.09 $1.10
AN ITEMIZED RECONCILIATION BETWEEN
NET INCOME ON A GAAP BASIS AND NET
INCOME ON A NON-GAAP BASIS IS
AS FOLLOWS:
GAAP Net Income/(Loss) $27.2 $36.8 $105.1 ($3.6)
COGS: Fair value step up of
inventory acquired from former
Biogen, Inc 11.3 3.3 29.6 291.1
R&D: Costs associated with Sale of
Plant - - 1.9 -
R&D: Merger related and purchase
accounting costs 0.2 0.1 0.2 3.0
R&D: Severance and restructuring 19.6 - 19.6 -
SG&A: Merger related and purchase
accounting costs 0.3 1.7 0.8 6.7
SG&A: Severance and restructuring 7.6 - 7.6 -
Purchase accounting: Amortization of
acquired intangible assets related
to the merger with former
former Biogen, Inc. 76.0 107.1 228.7 267.2
Impairment and Loss on Sale of Long
Lived Assets 21.0 - 96.6 -
Other expense: write-down of other
investments - 12.7 - 12.7
Income taxes: Income tax effect of
reconciling items (40.9) (29.6) (113.0) (180.8)
-------- ------- -------- -------
Non-GAAP Net Income $122.3 $132.0 $377.1 $396.3
======== ======= ======== =======
Adjustments were made to conform prior periods to current year
presentation including adoption of EITF 03-06, which requires
allocation of income to certain holders of equity and debt
instruments.
Table 4
Biogen Idec Inc
Product Revenues for Third Quarter 2005
(in thousands)
Three Months Ended
September 30,
2005 2004
---------- ----------
PRODUCT REVENUES
Avonex(R) $ 374,708 $ 346,248
Amevive(R) 11,631 8,222
Tysabri(R) (196) -
Zevalin(R) 5,223 5,222
---------- ----------
Total Product Revenues $ 391,366 $ 359,692
========== ==========
Nine Months Ended
September 30,
2005 2004
---------- ----------
PRODUCT REVENUES
Avonex(R) $1,130,082 $1,047,482
Amevive(R) 36,104 33,325
Tysabri(R) 4,853 -
Zevalin(R) 16,734 14,608
---------- ----------
Total Product Revenues $1,187,773 $1,095,415
========== ==========
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