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EXHIBIT 10.14
EXCLUSIVE PROVIDER AGREEMENT
BETWEEN IMAGYN MEDICAL, INC. AND MEDICAL ALLIANCE, INC.
This Exclusive Provider Agreement (this "Agreement"), dated as of the
9th day of February, 1997, is by and between Imagyn Medical, Inc., a Delaware
corporation ("Imagyn"), and Medical Alliance Inc. a Texas corporation ("MAI").
Imagyn and MAI are sometimes referred to herein as a "Party" or collectively,
as the "Parties."
WITNESSETH
WHEREAS, Imagyn is presently the holder of patent rights, technology and
know-how relating to hysteroscopic evaluation and treatment of the uterus
utilizing the MicroSpan microhysteroscopy system (the "Proprietary Rights");
and
WHEREAS, Imagyn has developed and manufactures products incorporating
the Proprietary Rights, which products are described in Schedule A (individual
products or their functional equivalent described in Schedule A shall be
referred to herein as a "Product" and all products and their functional
equivalents described in Schedule A shall be referred to herein as the
"Products"); and
WHEREAS, MAI is a provider of mobile medical services which allow
physicians to perform selected procedures in their offices, and has established
a delivery network for medical products and has an existing customer base for
such products; and
WHEREAS, Imagyn and MAI desire to enter into this Agreement for the
purpose of delivering the Products to the medical community and its patients;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and on the terms and conditions
contained herein, the Parties agree as follows:
1. Exclusive Delivery of the Products.
(a) The Parties hereby agree that, within the Territory (as
defined in Section 2), MAI shall have the sole and exclusive right to offer the
Products to physicians or offer the Products for the use by physicians, on a
"mobile" basis. For the purposes of this Agreement, the offering of the
Products on a "mobile" basis shall mean the offering of the Products to
physicians, or the offering of the Products for the use by physicians, through
specialized physician office mobile delivery services which allow physicians to
perform selected procedures in their offices. The term "physician" shall mean
any person legally authorized to utilize the Products for their intended use.
Imagyn shall not be entitled to compete directly or indirectly with MAI for the
offering of the Products to physicians on a mobile basis or for the use by
physicians or technicians on a mobile basis. Imagyn agrees not to enter into an
agreement or arrangement with any person or entity which permits such person or
entity to
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sell, lease, or offer on a mobile basis, the Products within the Territory,
subject to the provisions of Section 6(f) hereof.
(b) MAI shall not be entitled to compete directly or
indirectly with Imagyn for the offering of the Products to physicians other
than on a mobile basis or for the use by physicians or technicians other than
on a mobile basis. The Parties hereby agree that MAI shall not enter into any
other arrangement or agreement to sell, lease or rent products used to perform
microhysteroscopy procedures to any other person for use on a mobile or any
other basis within the Territory. MAI shall not knowingly allow the Products to
be used by any person not legally authorized to do so. MAI shall use the
Products in accordance with applicable state and federal laws, and shall not
make any unauthorized modifications to the Products, or knowingly allow repair
or modifications to be performed by unauthorized personnel, or take any action
which would void any warranty or service contract covering the Products. MAI
shall not resell any Products purchased hereunder, except for those Products
purchased from Imagyn and not returned to Imagyn upon termination of this
Agreement.
2. Geographical Territory. The Parties agree that the Territory
shall be defined as the continental United States.
3. Marketing and Operations Provisions.
(a) Marketing. MAI agrees to exercise best commercial efforts
in actively promoting the Products within the Territory including, to the
extent permitted under any agreement between MAI and any third party, best
commercial efforts to induce existing MAI customers using functional
equivalents of the Products to begin using the Products. Imagyn agrees that if
it contacts any potential purchaser (a "Prospect") of the Products and such
Prospect does not enter into an agreement for the placement of Products with
the Prospect, Imagyn shall inform such Prospect of the availability of MAI's
services. Imagyn shall supply MAI with sufficient information to allow MAI to
contact the Prospect. Imagyn may contact MAI's customer base in order to
encourage the use of the Products. Imagyn may not contact, or cause to be
contacted any current customer of MAI who had contracted with MAI for the
provision of hysteroscopy services before October 1, 1996 ("Existing MAI
Customers"), for the purchase of the Products. Existing MAI Customers are
identified on Schedule C hereto. Further, Imagyn may not place products with an
Existing MAI customer on a rental, "as needed" or any other basis. If an
Existing MAI Customer solicits Imagyn for the purchase of a Product, Imagyn
shall provide MAI fourteen (14) days written notice prior to selling any
Product to such customer.
(b) Authorization. MAI may describe itself as the "Authorized
Imagyn Mobile Provider" in the course of promoting the Products during the Term
and is further authorized to use and display all Imagyn emblems, logos and
trademarks in furtherance of such promotion; provided, however, that any such
usage or display shall at all times be subject to the reasonable direction and
control and prior approval of Imagyn. Except with the written consent of
Imagyn, MAI shall not make any representations as to the use or capability of
the Products other than as set forth in the Product operating manuals and
Imagyn promotional materials.
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(c) Intellectual Property. In connection with its use,
distribution and promotion of the Products as provided in this Agreement, MAI
is hereby granted a non-exclusive license to use the Proprietary Rights and
trademarks and copyrights incident or relating to the Products; it being agreed
and understood that nothing in this Agreement shall constitute any transfer or
conveyance of Imagyn's right, title or interest in, or to any of Imagyn's
trademarks or copyrights.
4. Product Delivery and Pricing.
(a) Equipment. Imagyn will provide MAI fifteen MicroSpan
scopes and thirty hand instruments. Imagyn shall provide two additional hand
instruments to MAI with each MicroSpan scope subsequently provided pursuant to
this Agreement. Should Imagyn introduce additional hand instruments during the
initial Term, Imagyn shall provide MAI with one such additional hand instrument
for each MicroSpan scope provided pursuant to this Agreement. Imagyn agrees to
provide all the Products according to such timing and to such locations as
specified by MAI. Title to Products delivered under this Agreement, except for
those Products purchased by MAI, shall remain with Imagyn. Upon termination or
expiration of this Agreement, the Products, except for those Products purchased
by MAI, shall be returned to Imagyn at Imagyn's sole expense.
(b) Additional Products, Upgrades. Upon the request of MAI,
Imagyn shall supply such additional Products to MAI as mutually agreed upon
between MAI and Imagyn; provided however, that Imagyn may not unreasonably
refuse to supply MAI with a total of forty MicroSpan scopes during the term of
this Agreement. Imagyn agrees to provide MAI with all Product upgrades or
enhancements as soon as they are commercially available.
(c) Purchase of Products by MAI. In addition to those Products
to be supplied to MAI pursuant to Section 4(b) above, MAI shall have the right
to purchase Products from Imagyn at a price equal to 50% of Imagyn's then
current list price for such Products. Products purchased from Imagyn hereunder
shall be covered under Imagyn's standard one-year warranty, a copy of which is
attached hereto as Schedule B.
(d) Sheaths and Outflow Tubes. During the term of this
Agreement, Imagyn shall sell its operative sheaths to MAI at a price of $35.00
per sheath for the first 2,500 sheaths ordered by MAI and $70.00 per sheath
ordered by MAI thereafter. Imagyn also agrees to provide all of MAI's
requirements for outflow tubes, at a price of $5.00 per tube (provided that
Imagyn will provide one free tube with each tube purchased). Upon the execution
of this agreement by MAI, MAI shall cause to be issued a purchase order to
Imagyn for MAI's estimated volume of operative sheaths for the first six months
of this Agreement. Thereafter, MAI will issue to Imagyn rolling quarterly six-
month forecasts of MAI's operative sheath requirements.
(e) Service. Except for those Products purchased by MAI,
Imagyn shall, at no cost to MAI, maintain in proper working order those
Products provided to MAI pursuant to this Agreement. Imagyn hereby agrees to
maintain, repair or replace, at Imagyn's discretion, within 72 hours of
notification (subject to availability, provided that Imagyn will use reasonable
commercial efforts to have sufficient quantities available), all Products
provided hereunder, except those Products
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purchased by MAI. In the event that MicroSpan scopes or hand instruments
require replacement due to abuse or misuse by MAI, Imagyn shall provide
replacements to MAI at a purchase price equal to 50% of Imagyn's then current
list price.
5. Term and Termination.
(a) Term. This Agreement shall have an initial term (the
"Initial Term") commencing as of the date hereof and ending at 11:59 p.m.,
January 31, 1998. Either Party may terminate this Agreements for any reason
after July 31, 1997 upon 90 days prior written notice. If Imagyn cancels the
Agreement for any reason, or if MAI terminates the Agreement due to a default
by Imagyn or because Imagyn is acquired by an entity engaged in the provision
of mobile medical services, Imagyn shall, for a period of one year after the
date of termination, sell operative sheaths and outflow tubes to MAI in
accordance with the pricing terms specified herein, and shall sell MicroSpan
scopes and hand instruments to MAI at 50% of Imagyn's then current list prices.
Imagyn's obligation to sell MicroSpan scopes to MAI under this Section 5(a)
shall be limited to a total of 40 MicroSpan scopes. If MAI terminates this
Agreement for any reason other than a default by Imagyn, Imagyn shall sell such
operative sheaths, outflow tubes, MicroSpan scopes and hand instruments as MAI
orders at a price equal to Imagyn's then current list price. Unless earlier
terminated in accordance with this agreement or unless either party gives
written notice of nonrenewal within 30 days prior to the expiration of the
initial term of this agreement or any renewal term, this agreement shall
automatically renew for a period of one year upon the expiration of the initial
term or any renewal term.
Upon expiration or termination of this agreement, MAI will return all
hand instruments and scopes to Imagyn.
(b) Default.
(i) MAI shall be in default of this Agreement if it: (a)
fails to use the Products in the manner provided for herein, (b) uses the
Products outside of the Territory, (c) fails to maintain proper insurance
coverage as provided for herein, (d) breaches any other provision hereof and
such breach is not cured within 30 days of receipt of written notice specifying
such default, (e) merges, consolidates, or transfers all or substantially all
of its business assets with or into a competitor of Imagyn, (f) dissolves or
ceases its business operations, or (g) becomes insolvent, makes an assignment
for the benefit of creditors, or files for or suffers to exist a petition in
bankruptcy or other insolvency law.
(ii) Imagyn shall be in default of this Agreement if it:
(a) fails to provide Products or services as set forth herein, (b) violates its
obligation to make the Products available to MAI for mobile medical services in
accordance with the terms of this Agreement, (c) fails to maintain proper
insurance coverage as provided for herein, (d) breaches any other provision
hereof, and such breach is not cured within 30 days of receipt of written
notice specifying such default, (e) merges, consolidates, or transfers all or a
substantial part of its business assets with or into a competitor of MAI that
is engaged in delivery of mobile medical services (f) dissolves or ceases its
business
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operations or (g) becomes insolvent, makes an assignment for the benefit of its
creditors, or files for or suffers to exist a petition in bankruptcy or other
insolvency law.
(c) Effect of Default or Termination. Upon default by MAI,
Imagyn may, upon thirty days prior written notice to MAI, elect to terminate
this Agreement and recover those Products (excluding sheaths and outflow tubes)
not purchased by MAI. Upon default by Imagyn, MAI may, upon thirty days prior
written notice to Imagyn, terminate this Agreement and return at Imagyn's sole
expense those Products not purchased by MAI or purchase all such Products at a
price equal to 50% of Imagyn's then current list prices.
6. Miscellaneous Provisions.
(a) Insurance. During the term of this Agreement, MAI shall
insure the Products against general liability, theft and other casualty damage,
and shall maintain sufficient worker's compensation and automotive liability
against losses that may result as a result of the performance of MAI's
obligations hereunder. Imagyn shall maintain product liability insurance, with
a vendor's endorsement, with respect to the Products. All insurance maintained
by either party pursuant to the terms of this Section 6(a) shall be in such
amounts as are customary and typical, in the exercise of reasonable business
judgment, for companies engaged in similar lines of business.
(b) Indemnification. Imagyn hereby agrees to indemnify, defend
and hold MAI harmless from and against all losses, claims, obligations,
demands, assessments, penalties, liabilities, costs, damages, attorneys' fees
and expenses, asserted against or incurred by MAI by reason of or resulting
from a malfunction of the Products or the failure of the Products to perform as
warranted, to the extent that such claims or liabilities are not attributable
to the negligent actions or willful misconduct of MAI. MAI hereby agrees to
indemnify, defend and hold Imagyn harmless against from and against all losses,
claims, obligations, demands, assessments, penalties, liabilities, costs,
damages, attorneys' fees and expenses, asserted against or incurred by Imagyn
by reason or resulting from the negligent actions or willful misconduct of MAI,
to the extent that such claims or liabilities are attributable to the negligent
actions or willful misconduct of MAI. MAI shall further indemnify Imagyn
against damage or loss of the Products delivered to MAI hereunder, to the
extent such damage or loss is attributable to MAI.
(c) Assignments. This Agreement and the rights and obligations
of the Parties hereunder shall be binding upon and inure to the benefit of the
Parties and their respective successors and assignees. Neither Party shall
assign this Agreement or any rights or obligations hereunder without first
obtaining the written consent of the other Party.
(d) Confidentiality. All information disclosed by any Party or
its agents or representatives to any other Party except (i) information which
is otherwise made available to the public through no action or inaction of the
recipient, (ii) information which is already in the possession of the recipient
prior to disclosure by discloser, (iii) information which is obtained by the
recipient from a third party without breach of such third party's
confidentiality obligations, and (iv) information independently developed by
the recipient without use of or reference to the discloser's
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confidential information shall be held in strict confidence and shall not be
used by the Party to whom it is disclosed or the agents and representatives of
such Party, except in the completion of the transactions contemplated hereby or
as otherwise required by law.
(e) Non-Solicitation. During the term of this Agreement and
for a period of one year following the termination or expiration hereof,
neither Party shall hire or solicit for hire any employee of the other Party,
except with the prior written consent of such Party.
(f) Non-Competition. During the term of this Agreement, and
for a period of one year following the termination or expiration hereof,
Imagyn, or its officers or directors, shall not start, purchase, manage, invest
in, own (whether wholly or in part, unless the aggregate ownership of Imagyn,
its officers and directors is less than 5% of such entity and neither Imagyn
nor its officers or directors performs any management functions for such
entity), or operate any entity providing mobile medical services in the
Territory, provided, however, that the acquisition of Imagyn by a company
engaged in the provision of mobile medical services shall not constitute a
breach of this Section 6(f). During the term of this Agreement, and for a
period of one year following the termination or expiration hereof, MAI, or its
officers or directors, shall not start, purchase, invest in, own (whether
wholly or in part, unless the aggregate ownership of MAI, its officers and
directors is less than 5% of such entity and neither MAI nor its officers or
directors performs any management functions for such entity), or operate any
entity engaged in the manufacture or sale of products of similar medical
function or products competitive with the Products, provided, however, that the
acquisition of MAI by a company engaged in the manufacture, distribution,
marketing or sale of products similar to or competitive with the Products shall
not be considered a breach of this Section 6(f).
(g) Complete Agreement. This Agreement contains all of the
agreements, understandings, representations, conditions, warranties and
covenants made between the Parties hereto with respect to the subject matter
hereof, and any modification or amendments hereto must be in writing and
executed by both Parties.
(h) Severability. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under present of future laws effective
during this Term, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof, and the remaining provisions hereof
shall remain in full force and effect and shall not be effected by the illegal,
invalid, or unenforceable provision or by its severance here from. Furthermore,
in lieu of such illegal, invalid or unenforceable provision, there shall be
added automatically as part of this Agreement a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.
(i) Controlling Law and Venue. The validity, interpretation
and performance of this Agreement shall be controlled by and construed under
the laws of the State of Delaware.
(j) Arbitration. Any and all disputes or disagreements arising
out of or in connection with this Agreement shall be submitted to a mandatory
and binding arbitration,
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administered by the commercial rules of the American Arbitration Association in
Phoenix, Arizona, whereby each party agrees to the complete resolution of the
subject dispute by said arbitrators. The arbitrators are authorized to go
forward even though one of the parties refuses to participate.
Notwithstanding anything to the contrary contained herein, it is
acknowledged that the right to termination as provided herein shall not be
affected by this Section 6(j).
(k) Attorney's Fees. Should either Party hereto bring an
action to enforce any of the terms and conditions contained herein, the
prevailing Party shall be entitled to reasonable attorney fees, as well as
costs of suit.
(l) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all of which
shall constitute one and the same instrument, but only one of which need to be
produced.
EXECUTED as of the date first above written.
MEDICAL ALLIANCE, INC. IMAGYN MEDICAL, INC.
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------- ---------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇
President & CEO Vice President, Marketing &
Corporate Development
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SCHEDULE A
PRODUCT MODEL NUMBER
------- ------------
MicroSpan Hysteroscope MS-3000
2 mm MicroSpan Biopsy Cup MSI-2200
2 mm MicroSpan Scissors MSI-2300
MicroSpan Sheath (10 pack) MS-1500
MicroSpan Outflow Cannula (10 pack) MS-1000
Universal Light Cable VS-3550
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SCHEDULE B
IMAGYN STANDARD WARRANTY
MicroSpan Hysteroscope MS-3000 One Year
2mm MicroSpan Biopsy Cup MSI-2200 90 days
2mm MicroSpan Scissors MSI-2300 90 days
Universal Light Cable VS-3550 90 days
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SCHEDULE C
DISTRICT - ATLANTA
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Richmond, A
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Crossing, N
Gingrey, ▇.▇.
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Christmas, R
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Hleap, C
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Harley, S
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McLane, J
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McLane, J
Kale, L
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Love, B.R.
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DISTRICT - CHICAGO
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Maddanes
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Meynen, C
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Ladpli, C
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Hriljic, M
Rebandel, M
Mehta, M
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Striecker
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Passavoy
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Lane, F
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DISTRICT - NORTH TEXAS
Donovitz
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Rad, ▇.▇.
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Gupta, R
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Woodbridge, A
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Safely, C
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Spurdon, ▇.▇.
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DISTRICT - CINCINNATI
Wolf, F
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Carreli
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Tabrah, N
Bowling, M
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DISTRICT - KANSAS CITY
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DISTRICT - MINNEAPOLIS
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Shold, ▇.▇.
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Lin, ▇▇▇▇▇
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Adefris, W
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Capecchi, J
MacDonald, L
Lais, C
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▇▇▇▇▇, R. ▇▇▇▇▇
▇▇▇▇▇▇, S
▇▇▇▇▇▇
DISTRICT - OKLAHOMA
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇, J
Miggciaccio
▇▇▇▇▇▇▇▇▇, J
▇▇▇▇▇▇, S
▇▇▇▇▇▇▇, K
▇▇▇▇▇▇▇▇▇, J
▇▇▇▇▇▇▇▇, S
▇▇▇▇, ▇
▇▇▇▇▇▇, L
▇▇▇▇▇▇▇, R
▇▇▇▇
▇▇▇▇▇▇▇▇, A
▇▇▇▇▇▇▇▇, C
Wall, J
Reshef, E
▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇, J
▇▇▇▇▇▇▇, ▇
▇▇▇▇▇▇, L
▇▇▇▇▇▇, L
▇▇▇▇, R
DISTRICT - ST. LOUIS
O'Dell, ▇
▇▇▇▇▇▇,R
▇▇▇▇▇
▇▇▇▇▇, S
▇▇▇▇,E
▇▇▇▇▇▇▇▇, J
▇▇▇▇▇▇▇▇▇, J
▇▇▇▇▇▇▇, R
▇▇▇▇▇▇, G
Gimpleson, R
▇▇▇▇▇▇, J
▇▇▇▇▇, R
▇▇▇▇▇▇, A
▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇
▇▇▇▇▇▇, J
16
Biest, S
▇▇▇▇▇▇
▇▇▇▇▇▇, D
DISTRICT - SOUTH TEXAS
▇▇▇▇▇▇▇, L
▇▇▇▇▇, I
▇▇▇▇▇▇
▇▇▇▇▇▇▇, I
Baden, R
Nusnelly
Love, B. R.
Urano, ▇▇▇
▇▇▇▇▇▇▇, M
▇▇▇▇, B
▇▇▇▇▇▇▇, J
▇▇▇▇▇▇▇▇▇, F
▇▇▇▇▇▇
▇▇▇▇▇, M (A)
▇▇▇▇▇, N
▇▇▇▇▇, L
▇▇▇▇▇▇, T
▇▇▇▇▇▇▇▇▇▇, H
▇▇▇▇▇▇, J
▇▇▇▇▇▇▇▇
▇▇▇▇, J
▇▇▇▇, ▇
▇▇▇▇▇▇▇▇, N
▇▇▇▇▇, J
▇▇▇▇▇▇▇, M
▇▇▇▇▇▇, R
▇▇▇▇▇▇, R
▇▇▇▇▇,M
▇▇▇▇▇, ▇.▇.
Eicheldorfen, S
▇▇▇▇▇▇▇▇▇, ▇
▇▇▇▇▇, D
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, M
▇▇▇▇▇
DISTRICT - WASHINGTON DC
▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, L
▇▇▇▇▇▇▇▇, J
17
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, A
▇▇▇▇▇▇▇
Asterbadi, N
▇▇▇▇▇▇, R
▇▇▇▇▇,I
▇▇▇▇▇▇▇▇, M
▇▇▇▇▇▇▇, H
▇▇▇▇▇▇, G
Bird, J
Band, ▇
▇▇▇▇▇▇▇▇, N
Cochrin, J
Band, B
Bond, D
Simon, G
▇▇▇▇▇▇▇▇▇ - FO
Ilupyo, O
Vatin, M
Kolkas-MCCA