-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IgBIAMe8esuemyIrSUCaIyd0VaDy6nCpduDTCNRucjruA7h18wkWAsHxU72Y80BZ lNSoc5/6+N3MSr5OTpMfMw== 0000950134-08-007178.txt : 20080423 0000950134-08-007178.hdr.sgml : 20080423 20080423163130 ACCESSION NUMBER: 0000950134-08-007178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080417 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMARX THERAPEUTICS INC CENTRAL INDEX KEY: 0001123695 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33043 FILM NUMBER: 08772124 BUSINESS ADDRESS: STREET 1: 1730 EAST RIVER ROAD STREET 2: SUITE 200 CITY: TUSCON STATE: AZ ZIP: 85718 BUSINESS PHONE: 520-770-1259 MAIL ADDRESS: STREET 1: 1730 EAST RIVER ROAD STREET 2: SUITE 200 CITY: TUSCON STATE: AZ ZIP: 85718 8-K 1 v40101e8vk.htm FORM 8-K e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 17, 2008
Date of Report (Date of earliest event reported)
IMARX THERAPEUTICS, INC.
 
(Exact name of registrant as specified in its charter)
         
Delaware    001-33043    86-0974730
 
 
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
incorporation)       Identification Number)
1730 River Road, Suite 200
Tucson, AZ 85718
(Address of principal executive offices)
(520) 770-1259
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
         
 
  o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
       
 
  o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
       
 
  o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
       
 
  o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 1.01 Entry into a Material Definitive Agreement.
     On April 17, 2008, we entered into a Satisfaction, Waiver and Release Agreement (the “Agreement”) with Abbott Laboratories pursuant to which all of our obligations under the $15 million non-recourse promissory note, dated April 25, 2006, that we issued to Abbott in connection with our acquisition of Abbokinase (the “Note”) were fully satisfied in exchange for the payment of $5,177,609 in cash to Abbott and the payment of all amounts due under the Master Project Agreement, dated as of December 15, 2005, by and between Fisher BioServices Inc. and us, that relate to the storage of certain cell banks and recombinant samples owned by Abbott (collectively, the “Repayment Amount”). As a result of the Agreement, the Note has been cancelled and full title to the Abbokinase assets has re-vested in us. Previously, on March 31, 2008 and April 1, 2008, the escrow agent paid to Abbott the aggregate balance of the escrow fund of approximately $1.12 million under the Escrow Agreement that we entered into with Abbott and LaSalle Bank National Association, dated April 25, 2006 (the “Escrow Agreement”).
     A copy of the Agreement is attached as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by this reference.
     A copy of the press release that we issued in connection with the Agreement is attached as Exhibit 99.1 to this current report on Form 8-K and is also incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
  10.1   Satisfaction, Waiver and Release Agreement, dated April 17, 2008, by and between ImaRx Therapeutics, Inc. and Abbott Laboratories.
 
  102   Secured Promissory Note, dated April 25, 2006, between ImaRx Therapeutics, Inc. and Abbott Laboratories, filed as Exhibit 10.14 to the Registration Statement on Form S-1 filed on May 4, 2007, Registration No. 333-142646, and incorporated herein by reference.
 
  10.3   Escrow Agreement, dated April 25, 2006, between ImaRx Therapeutics, Inc., Abbott Laboratories and LaSalle Bank National Association, filed as Exhibit 10.11 to the Registration Statement on Form S-1 filed on May 4, 2007, Registration No. 333-142646, and incorporated herein by reference.
 
  10.4   Asset Purchase Agreement, dated April 10, 2006, between ImaRx Therapeutics, Inc. and Abbott Laboratories, and amendments thereto, filed as Exhibit 10.10 to the Registration Statement on Form S-1 filed on May 4, 2007, Registration No. 333-142646, and incorporated herein by reference.
 
  99.1   Press Release issued by ImaRx Therapeutics, Inc. on April 23, 2008.

2


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: April 23, 2008   IMARX THERAPEUTICS, INC.
 
 
  By:   /s/ Kevin Ontiveros    
    Kevin Ontiveros,   
    Vice President, Legal Affairs,
General Counsel and Secretary 
 
 

3


 

EXHIBIT INDEX
     
Exhibit No.   Description
 
   
10.1
  Satisfaction, Waiver and Release Agreement, dated April 17, 2008, by and between ImaRx Therapeutics, Inc. and Abbott Laboratories.
 
   
10.2
  Secured Promissory Note, dated April 25, 2006, between ImaRx Therapeutics, Inc. and Abbott Laboratories, filed as Exhibit 10.14 to the Registration Statement on Form S-1 filed on May 4, 2007, Registration No. 333-142646, and incorporated herein by reference.
 
   
10.3
  Escrow Agreement, dated April 25, 2006, between ImaRx Therapeutics, Inc., Abbott Laboratories and LaSalle Bank National Association, filed as Exhibit 10.11 to the Registration Statement on Form S-1 filed on May 4, 2007, Registration No. 333-142646, and incorporated herein by reference.
 
   
10.4
  Asset Purchase Agreement, dated April 10, 2006, between ImaRx Therapeutics, Inc. and Abbott Laboratories, and amendments thereto, filed as Exhibit 10.10 to the Registration Statement on Form S-1 filed on May 4, 2007, Registration No. 333-142646, and incorporated herein by reference.
 
   
99.1
  Press Release issued by ImaRx Therapeutics, Inc. on April 23, 2008.

 

EX-10.1 2 v40101exv10w1.htm EXHIBIT 10.1 exv10w1
 

Exhibit 10.1
SATISFACTION, WAIVER AND RELEASE AGREEMENT
     THIS SATISFACTION, WAIVER AND RELEASE AGREEMENT (this “Agreement”) is entered into as of April 17, 2008, by and among Abbott Laboratories, an Illinois corporation (“Abbott”), and ImaRx Therapeutics, Inc., a Delaware corporation (“ImaRx”).
     WHEREAS, Abbott and ImaRx are parties to that certain Asset Purchase Agreement dated as of April 10, 2006 (as amended, the “Purchase Agreement”);
     WHEREAS, upon consummation of the transactions contemplated by the Purchase Agreement, ImaRx issued to Abbott a Secured Promissory Note, dated April 25, 2006, in the principal amount of $15,000,000 (the “Note”);
     WHEREAS, Abbott and ImaRx are parties to that certain Security Agreement, dated as of April 25, 2006 (the “Security Agreement”), pursuant to which the satisfaction of the Obligations (as such term is defined in the Note) is secured by a continuing, first priority security interest in the Collateral (as such term is defined in the Security Agreement);
     WHEREAS, Abbott, ImaRx and LaSalle Bank National Association, a national banking association (the “Escrow Agent”), are parties to that certain Escrow Agreement, dated as of April 25, 2006 (the “Escrow Agreement”), pursuant to which ImaRx deposited certain funds into an escrow account maintained by the Escrow Agent;
     WHEREAS, Abbott, ImaRx and the Escrow Agent, are parties to that certain Note Extension and Amendment Agreement, dated as of October 25, 2007;
     WHEREAS, on March 31, 2008 and April 1, 2008, the Escrow Agent paid to Abbott the current balance of the Escrow Fund (as such term is defined in the Escrow Agreement);
     WHEREAS, pursuant to the terms of that certain Master Project Agreement, dated as of December 15, 2005, by and between Fisher BioServices Inc. (“Fisher”) and ImaRx (the “Fisher Agreement”), Fisher stores certain cell banks and recombinants that are currently owned by Abbott (the “Samples”); and
     WHEREAS, Abbott and ImaRx desire to (1) satisfy ImaRx’s obligations under the Note, (2) terminate the Note and the Security Agreement and (3) mutually waive and release certain rights and obligations, in each case in accordance with and subject to the terms of this Agreement.
     NOW, THEREFORE, in consideration of the foregoing, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby agree as follows:

 


 

     1. Payment; Fisher Fees. Upon execution of this Agreement, ImaRx shall pay $5,177,609 (the “Repayment Amount”) to Abbott via wire transfer of immediately available funds to the account listed on Exhibit A hereto. Furthermore, ImaRx shall be responsible for, and immediately after the execution of this Agreement, promptly pay all amounts due under the Fisher Agreement that relate to the storage of the Samples through February 29, 2008 (the “Fisher Fees”).
     2. Satisfaction. Effective upon Abbott’s receipt of the Repayment Amount and ImaRx’s payment of the Fisher Fees, (a) the Obligations shall be deemed to be indefeasibly paid in full by ImaRx, (b) the Note shall be cancelled and returned to ImaRx and (c) the Security Agreement and the Escrow Agreement shall be terminated.
     3. Waiver and Release. Effective upon Abbott’s receipt of the Repayment Amount and ImaRx’s payment of the Fisher Fees, each of ImaRx and Abbott hereby indefeasibly (a) waive its rights under the Escrow Agreement, the Note, the Security Agreement, the Purchase Agreement (including, without limitation, those arising under Section 9.5 thereof) and the transactions contemplated by any of the foregoing, regardless of when such rights arose or may arise (b) release the other party, and its parent, affiliates and subsidiaries, together with all of their directors, officers, employees, representatives and agents, from and against any and all causes of action, claims, demands, actions, suits, costs, liabilities, damages, and fees (including attorney fees) however denominated, brought against any of them or all of them arising out of or related to the Escrow Agreement, the Note, the Security Agreement, the Purchase Agreement (including, without limitation, those arising under Section 9.5 thereof) and all transactions contemplated by any of the foregoing (“Released Claims”), regardless of when any Released Claim arose or may arise; provided, however, that the waiver and release contained in Section 3 of this Agreement shall not apply to, and “Released Claims” shall not include, the rights and obligations arising under Sections 9.2, 9.3, 9.4, 10.2, 10.5 and Article 12 of the Purchase Agreement. Notwithstanding the foregoing, the Assignment and Assumption Agreement, the Intellectual Property Transfer Agreement and the Inventory Trademark Licensing Agreement (as each such term is defined in the Purchase Agreement) remain in full force and effect in accordance with their respective terms.
     4. Release of Security Interest. After receiving the Repayment Amount and confirmation that the Fisher Fees have been paid, Abbott shall execute and deliver to ImaRx all deeds, assignments and other instruments, and will take such other actions, as may be reasonably requested by ImaRx, which request must be received by Abbott within 30 days of the date hereof, in order to re-vest in ImaRx full title to the Collateral; provided, however, that the costs and expenses of preparing or filing any of the foregoing shall be borne exclusively by ImaRx. Additionally, after receiving the Repayment Amount and confirmation that the Fisher Fees have been paid, ImaRx is authorized to file, at its sole cost and expense, any termination statement under the Uniform Commercial Code in effect in any jurisdiction to terminate financing statements that evidence the security interest in the Collateral created by the Security Agreement and the Note.

 


 

     5. Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, including the payment of funds to Abbott and Fisher pursuant to Section 1 hereof, (a) the amount of the fair saleable value of ImaRx’s assets on a going concern basis will, exceed (i) the value of all its liabilities, including contingent and other liabilities as of such time and (ii) the amount that will be required to pay its probable liabilities on its existing debts (including contingent liabilities) as such debts become absolute and matured, (b) ImaRx will not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date and (c) ImaRx will be able to pay its liabilities, including contingent and other liabilities, as they mature.
     6. Modification. This Agreement may not be altered, amended or modified in any way, except as specifically provided in writing signed by the parties hereto.
     7. Governing Law. This Agreement shall be governed by the internal laws of the State of Delaware, excluding that body of law related to conflict of laws and choice of law.
     8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. Each party acknowledges that an original signature or a copy thereof transmitted by facsimile shall constitute an original signature for purposes of this Agreement.
     IN WITNESS WHEREOF, this Agreement is executed by the undersigned parties as of the date first written above.
ABBOTT LABORATORIES
         
By:
  /s/ Sean Murphy    
Name:
 
 
Sean Murphy
   
Title:   V.P. Licensing & New Business Development
Date:
  17 April 2008    
 
       
 
       
IMARX THERAPEUTICS, INC.    
 
       
By:
  /s/ Greg Cobb    
 
       
Name:
  Greg Cobb    
Title:
  Chief Financial Officer    
Date:
  17 April 2008    
 
       

 

EX-99.1 3 v40101exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
(IMARX THERAPEUTICS LOGO)
Contacts:
The Ruth Group (Investors/Media)
Sara Ephraim/Jason Rando
sephraim@theruthgroup.com
jrando@theruthgroup.com
IMARX THERAPEUTICS SATISFIES ABBOTT NOTE OBLIGATION ASSOCIATED WITH THE ACQUISITION OF UROKINASE
TUCSON, AZ — (April 23, 2008) — ImaRx Therapeutics, Inc. (NASDAQ:IMRX) today announced that it has entered into an agreement with Abbott Laboratories pursuant to which it has satisfied its obligations under its $15 million non-recourse promissory note with Abbott issued in connection with its acquisition of urokinase. As a result, full title to the urokinase assets including the remaining inventory of finished product, all regulatory and clinical documentation, validated cell lines, and intellectual property rights now resides unencumbered with ImaRx.
Urokinase is a thrombolytic drug, formerly marketed under the brand name Abbokinase® and recently re-branded as Kinlytic™. Urokinase is FDA approved and marketed for the treatment of acute massive pulmonary embolism, or blood clots in the lungs.
As of March 31, 2008, the remaining balance due under the note net of funds that were held in escrow totaled approximately $10.8 million. Pursuant to the terms of the agreement all of ImaRx’s obligations under the $15 million non-recourse promissory note were fully satisfied in exchange for the payment of $5,177,609 in cash to Abbott and the satisfaction of certain payment obligations relating to the storage of certain cell banks and recombinant samples at a contract research organization.
Bradford A. Zakes, President and CEO of ImaRx Therapeutics stated “We are pleased to have reached agreement with Abbott Laboratories on the satisfaction of this debt obligation. This now ensures that we have complete ownership of the asset which will enable us to continue to commercialize this product and to provide patients and their doctors access to this important therapeutic.”
About ImaRx Therapeutics
ImaRx Therapeutics is a biopharmaceutical company commercializing and developing therapies for vascular disorders. The Company’s commercialization efforts are currently focused on its product, urokinase for the treatment of acute massive pulmonary

 


 

embolism. The Company’s research and development efforts are focused on therapies for stroke and other vascular disorders using its proprietary microbubble technology.
About Urokinase
In 2006, ImaRx acquired urokinase and all related assets, including approximately a four-year supply of inventory as well as cell lines and manufacturing rights to the drug. Since October 2006, ImaRx has been selling its urokinase inventory in the U.S. market, where it is estimated to be listed on pharmacy formularies at approximately 700 acute care hospitals.
Urokinase is a thrombolytic or clot-dissolving agent indicated for the treatment of acute massive pulmonary embolism, or blood clots in the lungs. The product has been commercialized for more than 20 years and has been administered to greater than four million patients.
Forward Looking Statements
Statements in this press release about future expectations, plans and prospects for the Company constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks related to our ability to successfully commercialize urokinase and other important risks relating to the Company’s business, prospects, financial condition and results of operations that are discussed in the Section titled “Risk Factors” in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2007, which has been filed with the SEC.

 

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