The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the U.S. Securities and Exchange Commission ("SEC") on February 24, 2021.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. In some cases, you can identify forward-looking statements by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "project," "will," "could," "should," "may," "might," "plan," "assume" and other expressions that predict or indicate future events and trends and which do not relate to historical matters. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business and commercialization strategy, products and product candidates, research pipeline, ongoing and planned preclinical studies and clinical trials, regulatory submissions and approvals, addressable patient population, research and development expenses, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. These risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from our anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

Factors that might cause these differences include the following:



    •  our ability to successfully commercialize, market and achieve market
       acceptance of ZYNRELEF® (bupivacaine and meloxicam) extended-release
       solution ("ZYNRELEF") in the United States ("U.S."), the European Union
       ("EU"), the other countries in the European Economic Area ("EEA"), the
       United Kingdom, and any other countries in which we receive applicable
       regulatory approvals, including Canada, CINVANTI® (aprepitant) injectable
       emulsion ("CINVANTI") and SUSTOL® (granisetron) extended-release injection
       ("SUSTOL") in the U.S. (collectively, our "Products"), and HTX-019 and
       HTX-034 (collectively, our "Product Candidates"), if approved by applicable
       regulatory authorities, and our positioning relative to competing products;


    •  our ability to establish satisfactory pricing and obtain adequate
       reimbursement from government and third-party payors of our Products and
       our Product Candidates, if approved, or any product candidates we may
       develop;


    •  whether study results of our Products and Product Candidates are indicative
       of the results in future studies;


  • the timing and results of the commercial launch of ZYNRELEF;


    •  the potential regulatory approval for and commercial launch of our Product
       Candidates, if approved;


    •  the potential market opportunities for our Products and our Product
       Candidates, if approved;


    •  our competitors' activities, including decisions as to the timing of
       competing product launches, generic entrants, pricing and discounting;


    •  whether safety and efficacy results of our clinical studies and other
       required tests for expansion of the indications for our Products and
       approval of our Product Candidates provide data to warrant progression of
       clinical trials, potential regulatory approval or further development of
       any of our Products or Product Candidates;


    •  our ability to develop, acquire and advance product candidates into, and
       successfully complete, clinical studies, and our ability to submit for and
       obtain regulatory approval for product candidates in our anticipated
       timing, or at all;


    •  our ability to meet the postmarketing study requirements within the U.S.
       Food and Drug Administration's ("FDA") mandated timelines and to obtain
       favorable results and comply with standard postmarketing requirements,
       including U.S. federal advertising and promotion laws, federal and state
       anti-fraud and abuse laws, healthcare information privacy and security
       laws, safety information, safety surveillance and disclosure of payments or
       other transfers of value to healthcare professionals and entities for
       Products or any of our Product Candidates;


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    •  our ability to successfully develop and achieve regulatory approval for our
       Product Candidates and our other future product candidates utilizing our
       proprietary Biochronomer® drug delivery technology ("Biochronomer
       Technology");


    •  our ability to establish key collaborations and vendor relationships for
       our Products and our Product Candidates;


    •  our ability to successfully develop and commercialize any technology that
       we may in-license or products we may acquire;


    •  unanticipated delays due to manufacturing difficulties, supply constraints
       or changes in the regulatory environment;


    •  our ability to successfully operate in non-U.S. jurisdictions in which we
       may choose to do business, including compliance with applicable regulatory
       requirements and laws;


    •  uncertainties associated with obtaining and enforcing patents and trade
       secrets to protect our Products, our Product Candidates, our Biochronomer
       Technology and our other technology, and our ability to successfully defend
       ourselves against unforeseen third-party infringement claims;


    •  the extent of the impact of the ongoing Coronavirus Disease 2019
       ("COVID-19") pandemic on our business, including any COVID-19 mutations and
       any other diseases related to or resulting from COVID-19;


  • our estimates regarding our capital requirements; and


    •  our ability to obtain additional financing and raise capital as necessary
       to fund operations or pursue business opportunities.

Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section entitled "Risk Factors" in this Quarterly Report on Form 10-Q. You should carefully review all of these factors. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements were based on information, plans and estimates as of the date of this Quarterly Report on Form 10-Q, and except as required by law, we assume no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes. These risk factors may be updated by our future filings under the Securities Exchange Act of 1934 ("Exchange Act"). You should carefully review all information therein.





Overview


We are a commercial-stage biotechnology company focused on improving the lives of patients by developing best-in-class treatments to address some of the most important unmet patient needs. Our advanced science, patented technologies, and innovative approach to drug discovery and development have allowed us to create and commercialize a portfolio of products that aim to advance the standard of care for acute care and oncology patients.

Oncology Care Product Portfolio

SUSTOL

SUSTOL was our first commercial product. SUSTOL was approved by the FDA in August 2016, and we commenced commercial sales in the U.S. in October 2016.

SUSTOL is indicated in combination with other antiemetics in adults for the prevention of acute and delayed nausea and vomiting associated with initial and repeat courses of moderately emetogenic chemotherapy (MEC) or anthracycline and cyclophosphamide (AC) combination chemotherapy regimens. SUSTOL is an extended-release, injectable 5-hydroxytryptamine type 3 ("5-HT3") receptor antagonist that utilizes our Biochronomer Technology to maintain therapeutic levels of granisetron for ?5 days. The SUSTOL global Phase 3 development program was comprised of two, large, guideline-based clinical studies that evaluated SUSTOL's efficacy and safety in more than 2,000 patients with cancer. SUSTOL's efficacy in preventing nausea and vomiting was evaluated in both the acute phase (0-24 hours following chemotherapy) and the delayed phase (24-120 hours following chemotherapy).




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SUSTOL is the first extended-release 5-HT3 receptor antagonist approved for the prevention of acute and delayed nausea and vomiting associated with both MEC and AC combination chemotherapy regimens. A standard of care in the treatment of breast cancer and other cancer types, AC regimens are among the most commonly prescribed HEC regimens, as defined by both the National Comprehensive Cancer Network ("NCCN") and the American Society of Clinical Oncology ("ASCO").

In February 2017, the NCCN included SUSTOL as a part of its NCCN Clinical Practice Guidelines in Oncology for Antiemesis Version 1.2017. The NCCN has given SUSTOL a Category 1 recommendation, the highest-level category of evidence and consensus, for use in the prevention of acute and delayed nausea and vomiting in patients receiving HEC or MEC regimens. The guidelines now identify SUSTOL as a "preferred" agent for preventing nausea and vomiting following MEC. Further, the guidelines highlight the unique, extended-release formulation of SUSTOL.

In January 2018, a product-specific billing code, or permanent J-code ("J-code"), for SUSTOL became available. The new J-code was assigned by the Centers for Medicare and Medicaid Services ("CMS") and has helped simplify the billing and reimbursement process for prescribers of SUSTOL.

CINVANTI

CINVANTI is our second commercial product. CINVANTI was approved by the FDA in November 2017, and we commenced commercial sales in the U.S. in January 2018. In October 2019, the FDA approved our supplemental New Drug Application ("sNDA") for CINVANTI to expand the indication and recommended dosage to include the 130 mg single-dose regimen for patients receiving moderately emetogenic cancer chemotherapy ("MEC").

CINVANTI, in combination with other antiemetic agents, is indicated in adults for the prevention of acute and delayed nausea and vomiting associated with initial and repeat courses of highly emetogenic cancer chemotherapy (HEC) including high-dose cisplatin as a single-dose regimen, delayed nausea and vomiting associated with initial and repeat courses of moderately emetogenic cancer chemotherapy (MEC) as a single-dose regimen, and nausea and vomiting associated with initial and repeat courses of MEC as a 3-day regimen.

CINVANTI is an intravenous ("IV") formulation of aprepitant, a substance P/neurokinin-1 ("NK1") receptor antagonist. CINVANTI is the first IV formulation to directly deliver aprepitant, the active ingredient in EMEND® capsules. Aprepitant (including its prodrug, fosaprepitant) is the only single-agent NK1 receptor antagonist to significantly reduce nausea and vomiting in both the acute phase (0-24 hours after chemotherapy) and the delayed phase (24-120 hours after chemotherapy). CINVANTI is the first and only IV formulation of an NK1 receptor antagonist indicated for the prevention of acute and delayed nausea and vomiting associated with HEC and nausea and vomiting associated with MEC that is free of synthetic surfactants, including polysorbate 80.

NK1 receptor antagonists are typically used in combination with 5-HT3 receptor antagonists. The only other injectable NK1 receptor antagonist currently approved in the U.S. for both acute and delayed chemotherapy induced nausea and vomiting ("CINV"), EMEND® IV (fosaprepitant), contains polysorbate 80, a synthetic surfactant, which has been linked to hypersensitivity reactions, including anaphylaxis, and infusion site reactions. The CINVANTI formulation does not contain polysorbate 80 or any other synthetic surfactant. Our CINVANTI data has demonstrated the bioequivalence of CINVANTI to EMEND IV, supporting its efficacy for the prevention of both acute and delayed nausea and vomiting associated with HEC and nausea and vomiting associated with MEC. Results also showed CINVANTI was better tolerated in healthy volunteers than EMEND IV, with significantly fewer adverse events ("AEs") reported with CINVANTI.

In January 2019, a J-code for CINVANTI became available. The new J-code was assigned by CMS and has helped simplify the billing and reimbursement process for prescribers of CINVANTI.

In February 2019, the FDA approved our sNDA for CINVANTI, for IV use, which expanded the administration of CINVANTI beyond the initially approved administration method (a 30-minute IV infusion) to include a 2-minute IV injection.

In July 2020, we announced the initiation of the GUARDS-1 Study, a Phase 2 clinical study evaluating CINVANTI in early hospitalized patients with COVID-19. GUARDS-1, also referred to as Study HTX-019-202, is a randomized, placebo-controlled, double-blinded, Phase 2 study designed to investigate the efficacy and safety of adding daily dosing of CINVANTI for 14 days as a 2-minute intravenous injection to standard of care to reduce mortality and the need for assisted ventilation in early hospitalized adult patients with a confirmed severe acute respiratory syndrome coronavirus 2 infection. Due to declining numbers in hospitalized patients in the first half of 2021, slowing enrollment considerably, we have terminated the GUARDS-1 study early.







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Acute Care Product Portfolio

ZYNRELEF (HTX-011)


In May 2021, our third commercial product, ZYNRELEF, was approved by the FDA. ZYNRELEF is indicated for use in adults for soft tissue or periarticular instillation to produce postsurgical analgesia for up to 72 hours after bunionectomy, open inguinal herniorrhaphy and total knee arthroplasty. ZYNRELEF is a dual-acting local anesthetic that delivers a fixed-dose combination of the local anesthetic bupivacaine and a low dose of nonsteroidal anti-inflammatory drug meloxicam. ZYNRELEF is the first and only modified-release local anesthetic to be classified by the FDA as an extended-release product because ZYNRELEF demonstrated in Phase 3 studies significantly reduced pain and significantly increased proportion of patients requiring no opioids through the first 72 hours following surgery compared to bupivacaine solution, the current standard-of-care local anesthetic for postoperative pain control. We commenced commercial sales of ZYNRELEF in the U.S. in July 2021.

ZYNRELEF was granted a marketing authorization by the European Commission ("EC") in September 2020. As of January 1, 2021, ZYNRELEF is approved in 31 European countries including the countries of the EU and EEA and the United Kingdom. ZYNRELEF is indicated for the treatment of somatic postoperative pain from small- to medium-sized surgical wounds in adults. As we build large-scale manufacturing capacity to meet the anticipated commercial demand in the U.S. and the rest of the world, we are developing a coordinated global marketing strategy. At this time, we anticipate making ZYNRELEF available to patients in Europe during 2022.

In November 2019, the New Drug Submission for HTX-011 (ZYNRELEF in the U.S. and Europe) was accepted by Health Canada. In April 2021, we responded to a list of questions received from Health Canada, and we anticipate up to a 300-day review period following screening of our responses.

HTX-034

HTX-034, our next-generation product candidate for postoperative pain management, is an investigational non-opioid, fixed-dose combination, extended­release solution of the local anesthetic bupivacaine, the nonsteroidal anti-inflammatory drug meloxicam and an additional agent that further potentiates the activity of bupivacaine. HTX-034 is formulated in the same proprietary polymer as ZYNRELEF. By combining two different mechanisms that each enhance the activity of the local anesthetic bupivacaine, HTX-034 is designed to provide superior and prolonged analgesia. Local administration of HTX-034 in a validated preclinical postoperative pain model resulted in sustained analgesia for 7 days.

In May 2020, we initiated a Phase 1b/2 clinical study in patients undergoing bunionectomy of HTX-034. In the Phase 1b portion of this Phase 1b/2 double-blind, randomized, active-controlled, dose-escalation study in 33 patients undergoing bunionectomy, the reduction in pain intensity observed was greater with the lowest dose of HTX-034 evaluated (containing 21.7 mg of bupivacaine plus meloxicam and aprepitant) than with the bupivacaine 50 mg solution through 96 hours. In addition, 45.5% of HTX-034 patients remained opioid-free through Day 15 with median opioid consumption of 2.5 milligram morphine equivalents (same as one 5 mg oxycodone pill) through 72-hours, a 71% reduction compared to bupivacaine solution. We initiated the expanded Phase 2 portion of the study for HTX-034 in the first quarter of 2021.





HTX-019 for PONV


HTX-019 is an investigational agent for the prevention of postoperative nausea and vomiting ("PONV"). HTX-019 is an IV injectable emulsion formulation designed to directly deliver aprepitant, the active ingredient in EMEND capsules, which is the only NK1 receptor antagonist approved in the U.S. for the prevention of PONV in adults. The FDA-approved dose of oral EMEND is 40 mg for PONV, which is given within 3 hours prior to induction of anesthesia for surgery. An Investigational New Drug application for HTX-019 for PONV was approved by the FDA in late September 2020. In a Phase 1 clinical trial, 32 mg of HTX-019 as a 30-second IV injection was demonstrated to be bioequivalent to oral aprepitant 40 mg. An NDA for HTX-019 is planned in late 2021 for prevention of PONV in adults.




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Biochronomer Technology

Our proprietary Biochronomer Technology is designed to deliver therapeutic levels of a wide range of otherwise short-acting pharmacological agents over a period from days to weeks with a single administration. Our Biochronomer Technology consists of polymers that have been the subject of comprehensive animal and human toxicology studies that have shown evidence of the safety of the polymer. When administered, the polymers undergo controlled hydrolysis, resulting in a controlled, sustained release of the pharmacological agent encapsulated within the Biochronomer-based composition. Furthermore, our Biochronomer Technology is designed to permit more than one pharmacological agent to be incorporated, such that multimodal therapy can be delivered with a single administration.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to revenue recognition, investments, inventory, accrued clinical liabilities, income taxes and stock-based compensation. We base our estimates on historical experience and on assumptions that we believe to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Our critical accounting policies include: revenue recognition, investments, inventory, accrued clinical liabilities, income taxes, and stock-based compensation. There have been no material changes to our critical accounting policies and estimates disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 24, 2021.

Recent Accounting Pronouncements

See Note 3 to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Results of Operations for the Three and Six Months Ended June 30, 2021 and 2020

Net Product Sales

Net product sales for the three and six months ended June 30, 2021 were $22.4 million and $42.5 million, respectively, compared to $22.7 million and $48.1 million, respectively, for the same periods in 2020. For the three and six months ended June 30, 2021, net product sales of CINVANTI were $19.7 million and $38.2 million, respectively, compared to $22.6 million and $47.8 million, respectively, for the same periods in 2020. For the three and six months ended June 30, 2021, net product sales of SUSTOL were $2.7 million and $4.3 million, respectively, compared to $0.1 million and $0.3 million, respectively, for the same periods in 2020. On October 1, 2019, we made a business decision to discontinue all discounting of SUSTOL to improve the reimbursement and net selling price of the product, which resulted in significantly lower SUSTOL net product sales in 2020. In the first quarter of 2021, we reinstated the promotion and contracting of SUSTOL, resulting in higher net product sales for the three and six months ended June 30, 2021, compared to the same periods in 2020. The decrease in net product sales of CINVANTI for the three and six months ended June 30, 2021 was due to the COVID-19 pandemic related reduction in cancer screening procedures resulting in fewer new patient treatment starts along with the lingering impact of generic arbitrage. CMS reimbursement rates for any buy-and-bill products are based on the Average Selling Price ("ASP") of that product, including any generic products with the same J-code, plus 6%. ASP is based on a historical four-quarter rolling average calculation, which becomes effective two quarters later. This four-quarter averaging period and two-quarter lag means that when generic products first enter the market, they benefit from being able to be reimbursed at a much higher ASP relative to the actual sale price. This period of time when generic products receive higher reimbursement rates than sale price is known as "generic arbitrage," and it can last several quarters. Generic versions of EMEND® IV (fosaprepitant) launched in September 2019 and compete with CINVANTI. Although the impact of this generic arbitrage continues to linger in certain accounts, we expect growth of net product sales for our oncology care franchise in 2021 and beyond.




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Cost of Product Sales

For the three and six months ended June 30, 2021, cost of product sales was $14.5 million and $23.7 million, respectively, compared to $9.0 million and $19.6 million, respectively, for the same periods in 2020. Cost of product sales primarily included raw materials, labor and overhead related to the manufacturing of CINVANTI and SUSTOL, as well as shipping and distribution costs. In addition, cost of product sales for the three and six months ended June 30, 2021 included charges resulting from the write-off of short-dated SUSTOL inventory of $3.1 million.

Research and Development Expense

Research and development expense consisted of the following (in thousands):





                                           Three Months Ended          Six Months Ended
                                                June 30,                   June 30,
                                            2021          2020         2021         2020
ZYNRELEF-related costs                   $   15,562     $ 24,422     $ 33,119     $ 41,653
PONV-related costs                            1,442            -        3,499            -
HTX-034-related costs                         1,125        1,267        2,943        2,429
CINVANTI-related costs                          795        1,777        1,305        2,698
SUSTOL-related costs                            508          677          868        1,556
Personnel costs and other expenses           11,129       11,180       22,006       22,594
Stock-based compensation expense              4,672        4,681        9,609        9,968

Total research and development expense $ 35,233 $ 44,004 $ 73,349 $ 80,898

For the three months ended June 30, 2021, research and development expense was $35.2 million, compared to $44.0 million for the same period in 2020. The decrease was primarily due to a decrease in costs related to ZYNRELEF and CINVANTI of $8.9 million and $1.0 million, respectively, partially offset by an increase in costs related to PONV of $1.4 million.

For the six months ended June 30, 2021, research and development expense was $73.3 million, compared to $80.9 million for the same period in 2020. The decrease was primarily due to a decrease in costs related to ZYNRELEF, CINVANTI and SUSTOL of $8.5 million, $1.4 million and $0.7 million, respectively, partially offset by an increase in costs related to PONV of $3.5 million.

General and Administrative Expense

For the three and six months ended June 30, 2021, general and administrative expense was $10.9 million and $20.5 million, respectively, compared to $9.8 million and $20.2 million, respectively, for the same periods in 2020. The increase was primarily due to support for our ongoing commercialization and product development activities.

Sales and Marketing Expense

For the three and six months ended June 30, 2021, sales and marketing expense was $22.3 million and $37.5 million, respectively, compared to $15.6 million and $35.8 million, respectively, for the same periods in 2020. The increase was primarily due to an increase in costs to support the launch preparation activities for ZYNRELEF and costs to support the ongoing commercialization of CINVANTI and SUSTOL.

Other Income (Expense)

For the three and six months ended June 30, 2021, other income (expense) was ($0.5 million) and ($1.0 million), respectively, compared to $0.6 million and $1.7 million, respectively, for the same periods in 2020. This decrease was primarily due to a decrease in interest income earned on our short-term investments.

Liquidity and Capital Resources

As of June 30, 2021, we had cash, cash equivalents and short-term investments of $257.7 million, compared to $208.5 million as of December 31, 2020. Based on our current operating plan and projections, we believe that existing cash, cash equivalents and short-term investments will be sufficient to meet our anticipated cash requirements for at least one year from the date this Quarterly Report on Form 10-Q is filed with the SEC.

Our net loss for the three and six months ended June 30, 2021 was $61.0 million and $113.6 million, or $0.62 per share and $1.20 per share, respectively, compared to a net loss of $55.2 million and $106.8 million, or $0.61 per share and $1.18 per share, respectively, for the same periods in 2020.



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Our net cash used for operating activities for the six months ended June 30, 2021 was $104.9 million, compared to $90.2 million for the same period in 2020. The increase in net cash used for operating activities was primarily due to changes in working capital and an increase in net loss.

Our net cash provided by investing activities for the six months ended June 30, 2021 was $35.4 million, compared to $96.2 million for the same period in 2020. The decrease in cash provided by investing activities was primarily due to net maturities of short-term investments of $36.5 million for the six months ended June 30, 2021, compared to $99.9 million for the same period in 2020.

Our net cash provided by financing activities for the six months ended June 30, 2021 was $155.6 million, compared to $2.8 million for the same period in 2020. The increase in cash provided by financing activities was due to net proceeds $149.0 million received from the issuance of the Senior Unsecured Convertible Notes in May 2021.

Historically, we have financed our operations, including technology and product research and development, primarily through sales of our common stock and debt financings.

Contractual Obligations

We enter into agreements with clinical sites and clinical research organizations for the conduct of our clinical trials and contract manufacturing organizations for the manufacture and supply of preclinical, clinical and commercial materials and drug product. We make payments to these clinical sites and clinical research organizations based in part on the number of eligible patients enrolled and the length of their participation in the clinical trials. In some of our agreements with contract manufacturing organizations, we are required to meet minimum purchase obligations. Under certain of these agreements, we may be subject to penalties in the event that we prematurely terminate these agreements. At this time, due to the variability associated with clinical site agreements, contract research organization agreements and contract manufacturing agreements, we are unable to estimate with certainty the future costs we will incur. We intend to use our current financial resources to fund our obligations under these commitments.

Off-Balance Sheet Arrangements

We are not involved in any "off-balance sheet arrangements" within the meaning of the rules of the SEC.



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