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MBBP’s Life Sciences Vector Newsletter, Spring 2017 04/20/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Intellectual Property, Life Sciences, MBBP news, New Resources.
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Our Life Sciences team has published the Spring 2017 edition of its newsletter, Vector. Below you will find brief descriptions of the news and articles included in the publication. Read the full newsletter for more information.

DAVID CZARNECKI AND STANLEY CHALVIRE ELEVATED WITHIN THE FIRM

We are pleased to announce that David Czarnecki and Stanley Chalvire have been elevated to Member. Dave is exceptionally proficient in guiding both buyers and sellers through a wide range of corporate transactions. Stan is a Registered Patent Attorney, specializing in the licensing of intellectual property and related counseling.

AMANDA PHILLIPS NAMED 2017 UP & COMING LAWYER

Litigation associate Amanda Phillips has been named a 2017 Up & Coming Lawyer by Massachusetts Lawyers Weekly. The recognition is awarded to a select number of attorneys who have been practicing for fewer than 10 years but whose professional achievements are noteworthy and whose service to the community is also significant.

CORPORATE ATTORNEY MICHAEL JABBAWY JOINS FIRM AS PARTNER

Michael’s practice is focused primarily in the areas of emerging and growth technology companies, venture capital, M&A transactions, and corporate governance. As a member of the Corporate Department, Michael advises technology and other emerging companies through each stage of growth. Prior to joining MBBP, Michael was a member of the Technology Companies group at Goodwin Procter LLP.

RECENT LIFE SCIENCES TRANSACTIONS

MBBP represented several clients in life sciences transactions, including iSpecimen, Orionis Biosciences, First Light Biosciences, and Manus Biosynthesis. The transactions ranged from convertible debt to equity investments. Learn more on page 2.

FREEDOM TO OPERATE: PREVENTION IS THE BEST MEDICINE

Launching a new product or service can be fraught with uncertainty and involve large expenditures of limited resources. An FTO opinion can reduce uncertainty and provide some insurance against loss from an unfavorable finding of infringement of another’s patent. An FTO opinion makes a determination whether a product or service infringes issued patents. In other words, the opinion indicates whether or not there is “freedom to operate” the product or service within the patent landscape. Often, FTO opinions also identify patent applications that, if later issued as patents, may be problematic. Read the full article on page 2.

THE PATENT PROCESS: GET ON THE FAST TRACK

One of the biggest frustrations for patent applicants is the incredibly slow pace at which an application proceeds from filing to receipt of a substantive examination report to allowance. On average it takes 15.7 months for a patent application to receive even a first substantive examination report, though there is significant variability across technology areas. The Patent Office has recognized this problem and implemented several initiatives which attempt to address the problem from different angles. Two programs in particular have gained traction: the Patent Prosecution Highway (PPH) and Track One Prioritized Examination. Continue reading for more information about these programs.

OWNERSHIP OF ARISING INVENTIONS IN JOINT DEVELOPMENT AGREEMENTS

Collaboration remains a valuable means of fostering innovation and advancing scientific, clinical and commercial objectives. Towards that end, two or more parties contemplating a collaboration often consider entering into a Joint Development Agreement, where they define, among other things, their respective contributions and responsibilities towards their common objectives. These types of collaborations require a careful and thorough consideration of the disposition of intellectual property rights that may arise as a result of each party’s performance of its responsibilities under such collaborations. Read more starting on page 3.

GUEST COLUMN:
FOR SKILLED IMMIGRATION TO THE U.S., THE TIMES, THEY MAY BE CHANGING

The last year of the Obama Administration saw an increased activism by President Obama in the area of skilled immigration. Through Executive Orders and regulations, the President made a number of important changes including providing Employment Authorization for spouses on H-4 visas, increasing the period of post-graduate employment authorization for foreign students in STEM fields (Science, Technology, Engineering and Mathematics), increasing the number of academic fields included in STEM and formalizing a grace period for foreign nationals on H-1B visas that find themselves between jobs. Read the full article beginning on page 5.

MBBP Corporate Attorneys Represent Mosse & Mosse Associates in Acquisition of Certain Assets by Risk Strategies Company 04/12/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Deal News, MBBP news.
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A team of Morse Barnes Brown Pendleton attorneys, led by Joe Marrow, Dave Czarnecki, Kelly Hinkel and corporate paralegal Yongha Lee, recently represented our client Mosse & Mosse Associates, LLC in a sale of certain assets to Risk Strategies Company. Mosse & Mosse provides its client base with both employee benefits and retirement plan consulting services. Risk Strategies Company, a privately-held, rapidly-growing national insurance brokerage and risk management firm, has expanded its employee benefits practice and expertise through the Mosse & Mosse acquisition. The sale of assets did not include Mosse & Mosse’s benefits business related to municipalities and educational institutions, and MBBP will continue to represent Mosse & Mosse in that on-going enterprise.

Strategic Alliances: Pot of Gold or Pretty Poison? – Life Sciences Series Panel 4 Event, April 28 04/11/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Licensing & Strategic Alliances, Life Sciences, MBBP news.
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JMH Headshot Photo 2015 (M0846571xB1386)Our Life Sciences Series Panel 4 event, Strategic Alliances: Pot of Gold or Pretty Poison?, will be held on Friday, April 28 from 7:30-10am in our Waltham office. Moderated by corporate attorney John Hession, a panel of business development experts from Big Pharma and Small Biotech explore various research and collaboration structures, from options to license to comprehensive collaboration partnerships. We will discuss various licensing vehicles, the importance of concise fields of use descriptions, sample economics, and conventional transaction structures.

View our event page for more information and to register for the event.

Early-Stage Life Science Financing: Event Recap 04/05/2017

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By: Erin Bryan

On Thursday, March 30th, MBBP kicked off an Innovations in Life Sciences event at the Cambridge Innovation Center by hosting a panel entitled “Money and Molecules: Early-Stage Life Science Financing“. The panel included Jeffrey Arnold, President & CEO of Arnold Strategies, LLC; Timothy Sullivan, Partner at Aju IB Investment; John Tagliamonte who serves on the Advisory Board of Cocoon Biotech; Caleb Winder, Managing Director of Excel Venture Management; and MBBP’s own John Hession as moderator.JMH Headshot Photo 2015 (M0846571xB1386)

The panel provided a discussion on financing strategies for young life science companies, ranging from how to get in the door with investors to what will make your company attractive for financing. It may be surprising to many, but the entire panel echoed the fact that the financing process will take longer than is generally expected. If available, it is recommended to seek grant and other non-dilutive funding in addition to any equity financing.

The panelists identified a number of factors that they consider when a company is seeking financing, including how well the company has examined the market, identified a regulatory and a reimbursement path, understood the economics of the customer, and filed for patent protection. Additional considerations include how well the company will fit with the portfolio strategy of the investor, and how complete the management team is. Many investors will also be looking to see where in the pipeline the company’s research currently is. In general, investors want to see that the company has at least reached the molecule stage and has some small animal data supporting its research, although exceptions may always be made depending on the strength of the management team, the marketing opportunity, and the science.

These were merely a few of the interesting points discussed by the panel. Save the date for our next life sciences panel “Strategic Alliances: Pot of Gold or Pretty Poison?” (the 4th in the Life Sciences Series), which will be hosted at MBBP’s Waltham office on Friday, April 28. The panel will discuss strategic alliances between big pharma and small biotech.

Michael Jabbawy Joins MBBP as Corporate Partner 03/15/2017

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MRJ Headshot Photo 2017 (M1047116xB1386)We are pleased to announce the addition of Corporate Member Michael R. Jabbawy.

Michael’s practice is focused primarily in the areas of emerging and growth technology companies, venture capital, M&A transactions, and corporate governance.

As a member of the Corporate Department, Michael advises technology and other emerging companies through each stage of growth, counseling founders, management teams and boards on pre-incorporation and formation matters, corporate governance, employment matters and strategic commercial transactions, equity and debt fundraising activities, and mergers and acquisitions.

We invite you to contact Michael directly.

Early-Stage Life Science Financing Event – March 30 03/09/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Life Sciences, MBBP news.
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JMH Headshot Photo 2015 (M0846571xB1386)Don’t miss our next event, Money and Molecules: Early-Stage Life Science Financing, on Thursday, March 30 from 3:30-5pm at the Cambridge Innovation Center. Moderated by corporate attorney John Hession, a panel of experts will discuss the current complex financing environment for early-stage life science companies. Among other topics, the panel discussion will include:

  • Formulate a comprehensive and coherent financing strategy
  • Construct a financing strategy that fits the company’s timetable and milestones
  • Understand and handle the disadvantages of taking money from different investor types
  • Understand and leverage the advantages of different classes of investors
  • Optimize their chances for success

View our event page for more information and to register for the event.

MBBP’s Howard Zaharoff Will Be a Panelist in Boston Bar’s 17th Annual Intellectual Property Year in Review 12/19/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Events, Intellectual Property, MBBP news.
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MBBP’s Howard Zaharoff will be a panelist at this year’s Boston Bar Association Intellectual Property Year in Review, one of Boston’s premier annual IP events. Howard will be discussing some of the most important copyright developments of the HGZ Headshot Photo 2015 (M0846618xB1386)past year, with his co-presenter, Attorney Lucy Lovrien.

This annual panel has been organized for intellectual property specialists to discuss the latest developments with practitioners in the field. Howard and his fellow panelists will discuss patents, copyrights, trademarks, and trade secrets, and the event will close with a networking opportunity for all attendees.

The event is scheduled for Thursday, January 26th, 2017 from 3:00 PM to 6:00 PM at the Boston Marriott Long Wharf. See the event details for more information.

MBBP Welcomes New Attorneys to the Team 12/08/2016

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Morse, Barnes-Brown, and Pendleton has welcomed three new attorneys: Joshua H. Watson, William R. Schmidt II, and Kelly L. Hinkel.

Josh and Kelly have become members of the Corporate Practice group, while Bill has joined the Patent Practice group. Josh is an experienced private funds attorney and has joined the Corporate Practice group’s Private Investment Funds & Advisers (PIFA) team. Bill is a registered patent attorney whose practice focuses on patent prosecution, opinions, and related counseling. Kelly’s practice includes advising companies on financings, corporate governance, and entity formation.

Details can be found in the formal announcement.

MBBP and Attorneys Earn “Best Law Firms” and “Best Lawyers” Rankings 11/30/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, MBBP news, Taxation, Venture Capital & Private Equity.
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Morse, Barnes-Brown & Pendleton PC is pleased to announce it
has JMH Headshot Photo 2015 (M0846571xB1386)received national and regional rankings in the U.S. News & World Report / Best Lawyers® “Best Law Firms” listing for 2017. To be eligible, firms must have attorneys who are listed in the current edition of the Best Lawyers in America.

MBBP has received national rankings in three practice areas — Tax Law (Tier 2), Tax Litigation (Tier 2), and Venture Capital Law (Tier 3) — and Boston metropolitan rankings in three areas — Tax Law (Tier 1), Tax Litigation (Tier 1) and Venture Capital Law (Tier 3).

Additionally, venture capital attorney John Hession was selected for inclusion in the Best Lawyers in America® in Venture Capital Law, for its 2017 edition.

MBBP is proud of our impressive Tax and Corporate departments and of the Firm’s recognition.

Panel 3 of Life Sciences Series To Be Held On September 22nd! 08/31/2016

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JMH Headshot Photo 2015 (M0846571xB1386)On Thursday, September 22nd, MBBP will host the third panel of our Life Sciences Series, “Funding Models in Biotech“.  The panel will be held at the Cambridge Innovation Center (CIC) from 4:30pm – 6:00pm.

The panel will discuss today’s financing environment for emerging biotech companies, and the many complexities facing these companies in their attempts to find investors.
Corporate Partner John Hession will moderate the panel, which includes the following experts:

Josh Hamermesh, Vice President, Locust Walk

Steve Gullans, Managing Director, Excel Venture Management

Dana Callow, Managing General Partner, Boston Millennia Partners

View the full event details and registration information.  Register soon – seating is limited!

MBBP Publishes August M&A Today Newsletter 08/09/2016

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2016-08-08_16-11-25
Hot off the press!

Articles include:

Get more info on our M&A blog or read the full newsletter.

MBBP’s Life Sciences Vector, Summer 2016 07/14/2016

Posted by Morse Barnes-Brown Pendleton in Client News, Life Sciences, MBBP news, New Resources.
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ext2016 LIFE SCIENCES PANEL SERIES

At the second of our Life Sciences panel Series: “Laying the Foundation for Growth: Entity & Equity”, experts discussed whether a corporation or a limited liability company is the “Right Stuff ” for building an emerging company, and how to structure and optimize the equity compensation of the team. MBBP’s John Hession moderated the panel, which included Marc Cote of Accellient and Jeff Solomon of Katz Nannis + Solomon. Stay tuned for details on Panel 3 in the fall.

Click here to learn more.

MBBP ADDS TWO ATTORNEYS

Weatherly Ralph Emans, Corporate Senior Attorney – As a member of the firm’s PIFA team in the corporate group, Weatherly focuses her practice primarily on private investment funds, including private equity funds, venture funds, hedge funds and funds of funds. Weatherly’s practice also includes venture capital transactions and providing general corporate advice to early stage companies.

Amanda R. Phillips, Litigation Associate – As a member of the firm’s litigation practice, Amanda focuses her practice on commercial civil disputes and securities litigation, and has broad experience working with clients under investigation by federal and state government agencies.

WAIT A MINUTE MR. POSTMAN…

Sooner or later many companies with a successful product or service will receive an overture from a patent holder. Some are almost friendly, proposing a potential mutually beneficial business relationship involving the patent. Others are decidedly less so, leveling claims of patent infringement and seeking immediate termination of the activity or product sales and/or significant financial compensation. This entire range of written communications is commonly referred to as “demand letters.” So – what’s the next step if your company receives a demand letter?

Read more on Page 2.

SUPREME COURT DENIES SEQUENOM’ PETITION TO CLARIFY SCOPE OF MAYO IN SEQUENOM V. ARIOSA

On June 27, 2016, the United States Supreme Court denied a Petition for Writ of Certiorari filed by Sequenom, Inc. requesting the Supreme Court to clarify the scope of its Mayo Collaborative Services v. Prometheus Laboratories, Inc., 132 S. Ct. 1289 (2012) decision, as applied to Sequenom’s claimed inventions. The Mayo decision, which held that a method correlating a drug dosage regimen and levels of the drug in the blood was an unpatentable law of nature, has had the profound effect of narrowing the scope of patent-eligible subject matter in the United States and has cast doubt on the validity and enforceability of previously issued United States patents.

Read more on Page 3.

CLIENT SPOTLIGHT: iSpecimen 

iSpecimen is a trusted, one-stop source of customized human biospecimen collections. Compliantly sourced from our diverse
partner network of hospitals, labs, biobanks, blood centers, and other healthcare organizations, our solid tissues, biofluids, and cells are delivered directly into the hands of biomedical researchers using our unique, turnkey technology. Scientists gain access to a ready supply of the high-quality, richly-annotated specimens they need from the patients they want. Supply partners gain an opportunity to further contribute to biomedical discovery as well as their bottom line.

Read more on Page 4.

Blue Stream Laboratories Acquired by Charles River Laboratories 06/28/2016

Posted by Morse Barnes-Brown Pendleton in Client News, Deal News, Life Sciences, MBBP news.
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blue streamMBBP client Blue Stream Laboratories, an analytical contract research organization supporting the development of complex biologics and biosimilars, was acquired by Charles River Laboratories. Charles River Laboratories is a provider of essential products and services to help pharmaceutical and biotechnology companies, government agencies and leading academic institutions around the globe accelerate their research and drug development efforts.

According to Blue Stream, “The synergy of combining Blue Stream’s core expertise with Charles River’s existing broad portfolio of biopharmaceutical clinical development and supporting services creates a well-established services entity which can fully support biologic and biosimilar development.”

Morse, Barnes-Brown & Pendleton served as counsel to Blue Stream Laboratories and advised them in connection with the structuring, negotiation and documentation of this transaction. Shannon Zollo was the lead corporate attorney on MBBP’s team.

For more information, read the full news release.

Register Now! Laying the Firm Foundation for Growth: Entity & Equity – Life Sciences Series – Panel 2 05/31/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Events, Intellectual Property, Life Sciences, MBBP news.
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Join us at our Waltham office on June 22nd for the second panel in our Life Sciences Series, Laying the Firm Foundation for Growth: Entity & Equity.  JMH Headshot Photo 2015 (M0846571xB1386)

Our expert panel will discuss whether a corporation or a limited liability company is more suitable for building an emerging company, and how to maximize the equity compensation of your team with restricted stock, stock options, or profits interests.

MBBP Partner John Hession will moderate the panel, which will include Marc Cote, Chief Operating Officer of Accellient, and Jeff Solomon, Partner at Katz Nannis + Solomon.

The event will take place from 7-9:30am.  A light breakfast will be provided. Seating is limited – please register here.

Howard Zaharoff and Erin Bryan Speaking at 2016 Intellectual Property Law Conference 05/19/2016

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EEB Headshot Photo 2015 (M0846503xB1386)IP and Technology Licensing Attorney Howard ZaharoffIntellectual Property Law 2016: The 19th Annual New England Conference will take place on June 23rd at the MCLE Conference Center in Boston, MA. This conference will focus on new developments, trends, and industry-specific guidance that IP, business, and litigation counsel must know. MBBP attorneys Howard Zaharoff and Erin Bryan are both on the Faculty, with Howard also serving as a Co-chair. Erin will be presenting at the conference on the topic of IP issues in 3D printing and bioprinting.

The conference will also be available by both live and recorded webcast.

John Hession to Moderate Upcoming Charité Entrepreneurship Summit in Berlin 05/18/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Events, Life Sciences, MBBP news, Medical Devices.
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John Hession, Co-Chair of both the Corporate Department and the Life Science Task Force at Morse Barnes-Brown & Pendleton, PC, will be the Moderator of the prestigious Charité Entrepreneurship Summit 2016-Rethink & Transform Healthcare being held in Berlin, Germany May 26th & 27th. This is the 4th time John finds himself in this role, and he proclaims it as being one of his favorite and most rewarding “extra- curricular” activities. M0846571

Among the largest life sciences and health care industry conferences held in Western Europe each year, the Charité Summit brings together over 400 international entrepreneurs, scientists, investors and healthcare industry professionals. This year’s agenda features such diverse and relevant topics as the digitalization of health care, the prospects of genome editing, and the growing understanding of the compelling impact of gender differences on research and in the practice of medicine.

John says the role of Summit moderator is one he relishes with particular enthusiasm because it affords him the opportunity to interact with both the learned speakers and the diverse audience of life sciences and healthcare professionals. As he remarked, “The insights are scintillating and informative, the speakers animated and trenchant, and the networking before, during and after the program – in the Berlin beer halls- robust and gregarious.”  Hession is the only American to repeat as Moderator in its 9 year history.
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MBBP Partner Joseph Martinez Participating in MIT Enterprise Forum’s Spring Start Smart Class 05/11/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Employment, Events, Financial Services, Intellectual Property, Licensing & Strategic Alliances, MBBP news.
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Corporate partner Joseph Martinez will take part in MIT Enterprise Forum’s (MITEF) Spring Start Smart Class, which will run from May 23-June 20.  M0846610He will appear as a Guest Speaker during the third class, which will focus on legal issues for startups.  Specifically, Martinez will discuss the employment, financing, and intellectual property legal issues facing startups.

MITEF’s Spring Start Smart Class is an eight session program focused on providing expertise to entrepreneurs on how to launch a successful new business.  The program is structured as a hands-on workshop, and features guest speakers whose fields of expertise correlate with each class’s specific topic of discussion.

For more information and to register for the course, see the full details here.MITEF-Full-Color-e1438717228333

Startup Coalition Event! Wednesday May 25, 2016 05/06/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, MBBP news, Venture Capital & Private Equity.
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Join the Startup Coalition at its next event, “Fundraising Environment for Consumer or B2C Startups in 2016”, on Wednesday, May 25th from 6pm to 8pm (EDT).  Startup-Coalition_LogoThe program will be held at WeWork, 745 Atlantic Avenue, Boston, MA 02111.

MBBP’s Michael Cavaretta is a co-founder of the Startup Coalition, and will moderate the panel discussing insights and questions relevant to consumer company entrepreneurs and investors.

Michael J Cavaretta (MJC)Panelists will include both investors and entrepreneurs.

Full event details and registration information can be found here.

Firm Client PMS Bites to be Featured on Shark Tank! 05/05/2016

Posted by Morse Barnes-Brown Pendleton in Client News, Corporate, Events, MBBP news.
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MBBP client PMS Bites will appear on ABC’s Shark Tank on May 20, 2016.  PMS Bites are indulgent, yet nutritious, snack balls made to satisfy chocolate cravings during the week women need it most! All bites are gluten free, vegan, and made with all natural ingredients.logo

Tune in on Friday May 20th at 9pm to catch the episode!

Howard Zaharoff & Faith Kasparian Quoted in Lawyer’s Weekly 05/05/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, MBBP news, Publishing & Media.
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HGZ Headshot Photo 2015 (M0846618xB1386)FDK Headshot Photo 2015 (M0846572xB1386)On April 28, 2016, Massachusetts Lawyers Weekly newspaper published the article titled “Ex-‘View’ co-host Hasselbeck survives copyright suit by author”. This article explains how Susan Hasset, author of “Living with Celiac Disease”, took Elisabeth Hasselbeck, author of “The G Free Diet” and “Deliciously G Free”, to court accusing her of violating copyright infringement.  U.S. District court Judge George A. O’Toole Jr dismissed the case ruling that the similarities between both books were not pervasive enough.

MBBP Attorney’s Howard G. Zaharoff and Faith D. Kasparian are both quoted on the topic of copyright laws related to recipes. Howard explains that point that, “‘There are plenty of things you can borrow or steal that are perfectly lawful’ under copyright law.” Continuing on the topic of recipe infringement, Faith follows up by applauding the judge for drawing the line regarding creativity and additional functional directions for achieving a result.

Read the full article here.

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