EXHIBIT 10.15
SCIENCE CENTRE
LEASE
PARTIES AND PREMISES UNDER THE LEASE
------------------------------------
(S)l
We, the undersigned SYMBION A/S (hereinafter referred to as SYMBION),
▇▇▇▇▇▇▇▇▇▇▇▇ ▇/▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 0, hereby lease unto the co-
signatory AUDA PHARMACEUTICALS ApS (hereinafter referred to as THE SCIENCE PARK
LESSEE), the premises indicated on the plans annexed hereto and located in the
property ▇▇▇▇▇▇▇▇▇▇▇▇ ▇/▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 0.
The total floorage of the leased premises comes to 236 sq.m., to which should be
added the lessee's share in core areas, corridors, etc. The gross floorage for
rent calculation purposes thus appears by multiplying the above net area by
factor 1.6, which gives a total gross floorage of 377,60 sq.m.
COMMENCEMENT AND TERMINATION OF THE TERM UNDER THE SCIENCE PARK LEASE
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(S)2
The leased premises shall be taken by the SCIENCE PARK LESSEE from 1st of April
1997 to hold for a fixed term of 3 years, i.e. until 31st of March 2000, when
the lease shall cease without any further notice unless it is renewed for
another 3-year term not later than 2 months before its expire.
USE AND SPECIAL NATURE OF THE SCIENCE PARK TENANCY
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(S)3
THE SCIENCE PARK LESSEE may use the premises only for such activities as fall
under the objective of the Science Park, i.e. for research and office purposes,
including development work, but not exclusively for production or for trading
activities alone. The authority to determine the scope and extent of those
activities which fall under the objectives and framework of the Science Park
shall be vested in SYMBION'S Board of Directors alone.
SYMBION shall be entitled to lease premises in the property to all other kinds
of undertaking, including undertakings engaging in the same kind of activities
as THE SCIENCE PARK LESSEE, direct competitors, etc. Whenever practicable and
upon request, SYMBION will endeavor to set up the individual tenancies in the
Science Park in an appropriate manner so as to ensure that e.g. lessees that
must be considered to be competitors arc placed at some distance. However,
there shall be no commitment upon SYMBION in this respect, and SYMBION shall
have the final say in the placing of the individual tenancies in the Science
Park.
(S)4
THE SCIENCE PARK LESSEE shall be responsible for any necessary arrangements in
connection with the preservation of all kinds of business secrets, such as e.g.
the locking of the leased facilities, entry control to the leased premises, etc.
THE SCIENCE PARK LESSEE shall be obliged to fully respect other Science Park
lessees' sovereignty over their own premises, and no SCIENCE PARK LESSEE may
violate such sovereignty uninvitedly or without prior permission.
The Science Park Secretariat shall always have free and unrestricted access to
the premises leased by THE SCIENCE PARK LESSEE and may secure access for itself,
if it proves necessary. All Science Park Secretariat staff are required to sign
a separate confidentiality statement in connection with their employment.
(S)5
THE SCIENCE PARK LESSEE shall be obliged to endure any inconvenience and allow
access to the leased premises for workmen or technicians whenever required by
the property's condition for the purpose of i.a. viewing, inspecting, repairing,
rebuilding, improving, replacing or controlling the property's installations and
parts, or whenever required in connection with the establishment of other
tenancies in the Science Park.
Such access shall be given subject to prior notice thereof and as agreed upon
with THE SCIENCE PARK LESSEE, and in its organization of such work SYMBION shall
endeavor to give due consideration to THE SCIENCE PARK LESSEE. SYMBION disclaims
any liability for loss of profits or other losses sustained as a consequence of
such work.
(S)6
The leased premises shall be taken in their present condition and as inspected
by THE SCIENCE PARK LESSEE. The leased premises have been prepared for such
special installations as may be required by a Science Park tenancy, but the
final furnishing details and special installations must be made by, and at the
expense of, THE SCIENCE PARK LESSEE.
THE SCIENCE PARK LESSEE shall be solely responsible for ensuring that the use of
the premises under the present lease complies with the current provisions of the
Danish legislation and Danish public authorities, and SYMBION shall be exempt
from all liability in this respect.
SYMBION alone shall be responsible for ensuring that the actual leasing of the
premises under the present Science Park lease does not constitute a violation of
any easements or encumbrances on the property or of other private or public
limitations of SYMBION'S right of disposal, including in particular that leasing
may be made for Science Park purposes.
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RENT AND RENT ADJUSTMENTS
-------------------------
(S)7
The annual rent payable for the leased premises and agreed upon by the parties
amounts to DKK 1,144.86 per sq.▇. ▇▇▇▇▇ (inclusive of land tax as at January 1,
1997), cf. (S)1 of the present Science Park lease, thus totaling DKK 226.560,00
annually, compare with allonge.
The rent shall be payable in advance in quarterly installments on each January
1, April 1, July 1 and October 1.
Upon taking possession of the leased premises THE SCIENCE PARK LESSEE shall pay
DKK 56,640,00 for the period 1st of April 1997 until 30th of June 1997.
Henceforth rent shall be payable for the first time on 1st of July 1997 for the
period 1st of July 1997 until 30th of September 1997.
The annual rent shall be linked to the net price index in proportion to the
gross floorage under the lease as follows:
The above annual rent is fixed in accordance with the net price index as at
October 1, 1996, cf. Executive Order no. 529 of July 10, 1995.
In the event that the net price index is discontinued or subjected to material
changes, which makes it an inappropriate measure, or if it becomes customary to
use other indexes or adjustment rnechanisms which are adopted for use by a
considerable part of the market, SYMBION too shall be entitled to use a
different index or adjustment mechanism.
Adjustment shall be made of the rent less such part of it as is calculated to
account for the local land tax, cf. paragraph 1 above.
The rent of the previous year shall be adjusted by 100% of the calculated
increase in the net price index.
The annual increase shall constitute a minimum of 3% of the annual rent
(exclusive of increases in local land tax) which applies at the time of the net
price index adjustment.
The 3% increase or the net price index adjustment shall take place once a year,
on January 1, based upon the October net price index. The first adjustment,
which will be made on January 1, 1998, shall be based upon the difference
between the 1996 October net price index and the 1997 October net price index
(cf. also annex 1 of the present lease).
Concurrent with the rent adjustment a similar adjustment of the deposit shall be
effected, cf. below.
SYMBION shall further be entitled to claim any other possible rent increase
obtainable under the current Danish rent legislation.
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(S)8
Following an increase of the rent under (S)7, par. 13 of the present Science
Park lease, a net price index adjustment or a 3% increase shall be made in
relation to such increased rent, provided that notice thereof has been given not
less than 3 months before a January 1.
Where less than 3 months have elapsed since the entry into force of a rent
increase under (S)7, par. 13 above, no net price index adjustment or 3%
increase shall be effected for that year, provided that the rent from the entry
into force has been increased by an amount which equals or exceeds the amount
under a net price index adjustment or a 3% increase.
(S)9
The rent shall include the land tax payable to the local authority as at January
1, 1996 cf. (S)7, par. 1 above.
In addition to the above rent and the aforementioned increase, THE SCIENCE PARK
LESSEE shall pay the increase in land tax to the local authority as well as any
other taxes and public charges payable on the entire property in which THE
SCIENCE PARK LESSEE'S leased premises are situated, including all kinds of new
taxes and public charges. Likewise, in case of any reductions in taxes and
public charges the rent shall be reduced accordingly to the extent that such
charges are not including in the heating accounts, cf. (S)11 below or the joint
accounts, cf. (S)12 below.
The adjustment shall be made in proportion to the gross floorage under the
lease.
DEPOSIT
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(S)10
THE SCIENCE PARK LESSEE shall pay a general deposit equaling four months' rent
or DKK 75.520.00, compare with allonge. Payment of the deposit shall be
effected upon the setting up of the lease.
The deposit shall constitute security for all the commitments of THE SCIENCE
PARK LESSEE under the present lease, including the payment of rent, heating
charges, contributions to the running expenses, obligations upon moving out,
etc., as well as costs payable to the Secretariat for the consumption of sundry
services, cf. (S)14 below.
HEATING CHARGES
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(S)11
SYMBION shall be in charge of the provision of heating and hot water to the
leased premises.
In accordance with (S)46, cf. (S)36, of the Danish Rent Act, SYMBION includes in
the heating accounts all costs payable for the supply of district heating, water
and drainage charges, boiler man, electricity consumption, administration,
supervision by engineer and repair work which does not take the form of new
installations. Also included in the heating accounts are any costs
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for the heating of core areas and the costs for the preparation of heating
accounts. Reference is made to annex 2 of the present lease.
The heating account period shall begin every year on June 1.
The total heating costs shall be apportioned upon the individual leases in
proportion to their gross floorage.
SYMBION shall determine the expected share in the above costs of the individual
leases, and THE SCIENCE PARK LESSEE shall be obliged together with the rent to
pay on-account contributions therefor.
On-account contributions are payable in quarterly installments on each January
1, April 1, July 1 and October 1.
Upon the commencement of the lease the quarterly on-account contribution comes
to DKK 10.195,20.
RUNNING EXPENSES
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(S)12
In addition to the rent, THE SCIENCE PARK LESSEE shall pay certain running
expenses. These are partly individual expenses which relate to the separate
lease, but which cover work performed for all lessees on a joint basis by order
of the Secretariat or consumption charges which are apportioned on the
individual Science Park leases by the Secretariat on a pro rata basis, partly
expenses which relate to the core areas, including consumption charges.
A. Individual expenses
-----------------------
Ordinary consumption charges for the individual lease, such as e.g. electricity
consumption shall be payable in accordance with the registrations of the meter
in tenancies provided with a separate meter. Where no separate meter exists in
the individual tenancy and, thus, several Science Park tenancies share a meter,
apportionment shall be made on the basis of gross floorage.
The Secretariat shall arrange for the joint cleaning of all leases in the
Science Park, and the total cleaning costs shall be apportioned, on the Science
Park lessees in proportion to their gross floorage.
B. Running expenses proper
---------------------------
In addition to the rent and based on its gross floorage, THE SCIENCE PARK LESSEE
shall pay a pro rata share of SYMBION'S costs for joint cleaning, joint
electricity, minor maintenance work on the property's core areas, etc., snow
clearing and maintenance of outdoor areas, commercial property tax and sprinkler
charges, the preparation of joint accounts, etc. Reference is made to annex 3
of the present lease.
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SYMBION shall determine the estimated share in the expenses payable by the lease
and THE SCIENCE PARK LESSEE shall be obliged to effect payment of such on-
account contributions either on a monthly or quarterly basis together with the
rent.
VAT
---
(S)13
SYMBION has effected voluntary VAT registration of the property both in relation
to rent and all other services under the lease.
VAT shall be charged on all payments, irrespective of their nature. The present
VAT rate is 25%.
It is further noted that under the current rules, THE SCIENCE PARK LESSEE shall
pay VAT on the deposit.
SYMBION'S SECRETARIAT
---------------------
(S)14
On the Science Park premises SYMBION has set up an array of activities and
services which, on certain conditions, are available to THE SCIENCE PARK LESSEE,
with settlement of the individual consumption thereof by Science Park lessees
being effected in the way chosen by SYMBION alone.
SYMBION will endeavor to arrange for an ongoing expansion of the facilities and
services made available to the Science Park lessees.
MAINTENANCE AND CLEANING
------------------------
(S)15
Responsibility for all maintenance of the interior of the leased premises,
including the maintenance of floors, windows, walls, ceilings, installations,
etc., and also including the maintenance and cleaning of installations for the
supply to the leased premises of water, electricity and drainage, shall be
vested in THE SCIENCE PARK LESSEE.
Where as a result of the activities of the SCIENCE PARK LESSEE acids and any
other harmful substances are discharged, the maintenance obligation upon THE
SCIENCE PARK LESSEE shall include the discharge system therefor as well as waste
pipes and all kinds of equipment fixed into the leased premises.
In the event that SYMBION discovers insufficient maintenance in cases where such
maintenance is the responsibility of THE SCIENCE PARK LESSEE, THE SCIENCE PARK
LESSEE shall immediately upon demand by SYMBION arrange for the execution of the
maintenance and repair work for which he is responsible.
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(S)16
THE SCIENCE PARK LESSEE shall not without prior consent from SYMBION perform any
building alterations of the leased premises. SYMBION'S reply to, and possible
approval of, a request therefor shall be given at the earliest possible
convenience.
Where building alterations have been made by THE SCIENCE PARK LESSEE with the
consent of SYMBION, the former shall arrange for the restoration to their
original state of the leased premises upon his moving out, unless a special
agreement is entered into to the effect that SYMBION shall take over the
alterations and the related installations or other material related thereto.
Similarly, THE SCIENCE PARK LESSEE shall be obliged to repair all holes and
other marks caused by the fastening of fittings, operating equipment, etc.
(S)17
For the purpose of coordination of the different installations, THE SCIENCE PARK
LESSEE shall be obliged to, and shall agree to, have any special fittings
performed by consultant technicians appointed by SYMBION. The technicians' fee
shall be paid by THE SCIENCE PARK LESSEE.
THE ENVIRONMENT
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(S)18
It is specifically stated that, both in relation to SYMBION and to public
authorities and third parties, responsibility for obtaining the necessary and
sufficient environmental permits for the activities undertaken on the leased
premises and all their installations shall be vested in THE SCIENCE PARK LESSEE
who shall also be responsible for the operation of the undertaking within this
framework.
SIGN DISPLAY, ETC.
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(S)19
To allow guests and visitors to the premises to get an overview of the building,
THE SCIENCE PARK LESSEE shall be obliged to effect sign display in accordance
with the instructions of SYMBION in the general sign display areas designated
for that purpose.
In order to allow for i.a. public regulations, sign display on the property
shall be effected only as indicated by SYMBION.
All costs arising out of the display of signs by THE SCIENCE PARK LESSEE shall
be paid by THE SCIENCE PARK LESSEE.
No installations of any kind, including sunblinds, signs and the like, and radio
and television aerials, shall be affixed to the exterior of the building without
explicit prior consent thereto from SYMBION. Such consent shall be given by
SYMBION only if the requests comply with the general rules fixed by SYMBION for
the Science Park lessees. Where such installations have
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been affixed by THE SCIENCE PARK LESSEE, all traces thereof shall be removed
upon his moving out if SYMBION so requires.
INTERNAL RELOCATION OF LESSEE
-----------------------------
(S)20
Because of the special nature of the Science Park it is of vital importance that
Science Park tenancies be arranged in an appropriate manner, both in relation to
existing installations and floorage requirements, competition, etc., and SYMBION
shall endeavour to arrange a suitable lay-out for the Science Park property.
Where circumstances of importance to SYMBION speak in favour of the relocation
of a Science Park Lessee to another tenancy in the property, SYMBION may request
THE SCIENCE PARK LESSEE to undertake such relocation at 4 months' notice.
All documented costs arising out of such relocation and the furnishing of the
new tenancy to correspond to the one surrendered shall be paid by SYMBION, with
costs being incurred subject to agreement with SYMBION.
In the event that THE SCIENCE PARK LESSEE does not wish to accept such
relocation, he may claim termination of the Science Park lease on the date
notified, in which case SYMBION shall be obliged to effect reimbursement for all
documented costs paid by THE SCIENCE PARK LESSEE in relation to furnishings of
the Science Park premises surrendered and all expected relocation costs, subject
to documentation therefor.
SUB-LEASES, COMPENSATION
------------------------
(S)21
In no respect shall THE SCIENCE PARK LESSEE be entitled to assign sub-leases in
the leased premises, wholly or partially, nor shall THE SCIENCE PARK LESSEE be
entitled to compensation.
MOVING OUT
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(S)22
Upon the termination of the Science Park lease, the leased premises and
attendant installations and equipment shall be emptied and yielded up in a clean
and tidy condition and in good and tenantable repair. THE SCIENCE PARK LESSEE
shall not be obliged to yield up the leased premises in a better condition than
when he took them.
When he moves out, any furnishing and fittings of the leased premises and their
installations made by THE SCIENCE PARK LESSEE shall go to SYMBION free of
charge, unless restoration of the premises is claimed by SYMBION.
THE SCIENCE PARK LESSEE shall reimburse to SYMBION any costs arising out of the
cleaning and tidying of the leased premises and any repair or restoration work
necessary for them to
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appear in a good and tenantable condition. Also, THE SCIENCE PARK LESSEE shall
pay rent for the period required for such work.
INSURANCE AND RISK
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(S)23
SYMBION shall be responsible for taking out an insurance against fire on the
property. Insurance of chattels and furnishings belonging to THE SCIENCE PARK
LESSEE shall be of no concern to SYMBION.
Where due to their nature the activities undertaken by THE SCIENCE PARK LESSEE
require payment of an additional insurance premium, THE SCIENCE PARK LESSEE
shall be obliged upon request to reimburse SYMBION for such additional premium.
SYMBION disclaims all liability in relation to any losses of profit or other
losses sustained, by THE SCIENCE PARK LESSEE due to the destruction or
deterioration of the property, the furniture or the equipment because of fire,
burglary or otherwise, and SYMBION disclaims all liability for the furniture and
equipment of the lessee.
DEPARTURE FROM THE PROVISIONS OF THE DANISH RENT ACT
----------------------------------------------------
(S)24
As regards any matters in the legal relationship between lessor and lessee for
which no provisions are made in the present lease, reference is made to the
provisions of the Danish Rent Act. Thus, the lessee is aware that the
provisions of the present lease deviate from those of the Danish Rent Act to the
effect that the present lease places upon the lessee more far-reaching
obligations and less far-reaching rights vis-a-vis the lessor than those
provided by the above Act. It is emphasized in this connection that a Science
Park lease has a special nature and that in particular the character of the
activities undertaken by THE SCIENCE PARK LESSEE within the framework of the
Science Park shall determine whether such lease may continue.
To the extent that no special provision has been made in the above individual
lease, reference is made to the enclosed specimen lease form approved by the
Ministry of Housing on November 19, 1979.
COSTS
-----
(S)25
All costs arising out of the drafting of the present lease in relation to
stamping, shall be paid by THE SCIENCE PARK LESSEE.
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DATE: 14/4/97 DATE: 6/4/97
ADMINISTRATOR: LESSEE:
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ANNEX. 1.
In accordance with (S) (S) 7-9 of the lease the annual rent for a lease of
377,60 gross sq.m. will increase on the following scale when a rise of 3% p.a.
is taken into account:
Initial rent DKK ........... 432.299,14
As of 1st. of January 1998 DKK ........... 445.268,11
As of 1st. of January 1999 DKK ........... 458.626,15
As of 1st. of January 2000 DKK ........... 472.384,93
As of 1st. of January 2001 DKK ........... 486.556,48
As of 1st. of January 2002 DKK ........... 501.153,17
As of 1st. of January 2003 DKK ........... 516.187,77
As of 1st. of January 2004 DKK ........... 531.673,40
As of 1st. of January 2005 DKK ........... 547.623,60
As of 1st. of January 2006 DKK ........... 564.052,31
As of 1st. of January 2007 DKK ........... 580.973,88
As of 1st. of January 2008 DKK ........... 598.403,10
As of 1st. of January 2009 DKK ........... 616.355,19
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ANNEX. 2.
In accordance with (S) 11 of the lease the following expenses are estimated in
connection with the heating accounts.
Fuel costs DDK ........... 1.157.000
Maintenance and supervision DDK ........... 82.000
Administration of heating accounts DDK ........... 11.000
Boiler man DDK ........... 231.000
Water and drainage taxes DDK ........... 93.000
VKO arrangement DKK ........... 5.000
Total heating expenses DDK ........... 1.579.000
---------
Heating expenses are paid according to the number of gross sq.m. which is
calculated in proportion to the rented heated area, and estimated at DKK 108,00
per gross sq.m. p.a.
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JOINT EXPENSES
ANNEX. 3 A
ESTIMATES, INDIVIDUAL EXPENSES
------------------------------
In accordance with (S) 12 A of the lease individual expenses are estimated as
follows:
The charge for cleaning is at present DKK 10,35 per net sq.m. per month.
Window cleaning - at present DKK 35,00 per Window (quarterly).
Cost of electricity depends on consumption.
ANNEX. 3 B
ESTIMATES, JOINT RUNNING EXPENSES PROPER
----------------------------------------
In accordance with (S) 12 B of the lease joint running expenses are estimated as
follows:
Cleaning of core areas.......................... DDK ....... 390.000
Window cleaning DDK ....... 25.000
Electricity consumption DDK ....... 470.000
Security system and burglar alarm DDK ....... 180.000
Maintenance of the property's core areas DDK ....... 186.000
Snow clearing and maintenance of outside areas DDK ....... 85.000
Preparation of joint accounts DDK ....... 10.000
Insurance, contribution to the
public fire brigade DDK ....... 185.000
Subscription to various property
maintenance services DDK ....... 90.000
Commercial property tax DDK ....... 1.000.000
Caretaker DKK ....... 360.000
Sprinkler charges DDK ....... 9.000
--- ---------
Total joint running expenses DDK ....... 2.990.000
--- ---------
Joint expenses are paid in proportion to gross sq.m. at present DKK 200.00 per
----------
gross sq.m. p.a.
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ PHONE: ▇▇▇ ▇▇▇▇ ▇▇▇▇ FAX: ▇▇▇ ▇▇▇▇ ▇▇▇▇
ALLONGE
to the Lease dated 1st of April 1997
between Symbion A/S and the Lessee: AUDA Pharmaceuticals ApS.
We, the undersigned SYMBION A/S ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, (hereinafter
referred to as SYMBION), and the lessee and the co-signatory AUDA
PHARMACEUTICALS ApS (hereinafter referred to as THE SCIENCE PARK LESSEE), have
agreed to following modifications to the Lease Agreement:
Because of the special nature of the Science Park Lessee, Symbion will allow a
discount of DKK 544.86 per sq.▇. ▇▇▇▇▇ (re: (S)7 in the lease agreement) excl.
VAT; cost for supply of heating and running expenses.
As an exemption, the Lessee can be released from the Science Centre Lease to the
end of month with a 6 month written notice.
Date: 14/4-97 DATE: 6/4/97
/s/
---------------------------
LESSEE: AUDA
PHARMACEUTICALS ApS
For Symbion A/S
/s/ Morten W. Wandborg
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