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ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Exchange under "Summary
Term Sheet," Section 1 ("Number of Options; Expiration Date"), Section 3
("Procedures for Tendering Options"), Section 4 ("Withdrawal Rights"), Section 5
("Acceptance of Options for Exchange and Issuance of New Options"), Section 6
("Conditions of the Offer"), Section 8 ("Source and Amount of Consideration;
Terms of New Options"), Section 11 ("Status of Options Acquired by Us in the
Offer; Accounting Consequences of the Offer"), Section 12 ("Legal Matters;
Regulatory Approvals"), Section 13 ("Material U.S. Federal Income Tax
Consequences") and Section 14 ("Extension of Offer; Termination; Amendment") is
incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers") is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND ARRANGEMENTS.
(a) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers") is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the Offer to Exchange under Section 2
("Purpose of the Offer") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 5
("Acceptance of Options for Exchange and Issuance of New Options") and Section
11 ("Status of Options Acquired by Us in the Offer; Accounting Consequences of
the Offer") is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 2
("Purpose of the Offer") is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Exchange under Section 8
("Source and Amount of Consideration; Terms of New Options") and Section 15
("Fees and Expenses") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 6
("Conditions of the Offer") is incorporated herein by reference.
(c) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Not applicable.
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