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It turns the stomach to imagine Russia competing at the 2016 Rio Games – but then nausea has been a regular affliction through generations of systematic cheating in Olympic sports. Most major countries have taken a turn in the dock.
Moral equivalence cannot be allowed to diminish the impact of the World Anti-Doping Agency's extraordinary report. Past crimes offer no mandate to commit new ones. But all attempts to cast this pullulating scandal as a specifically Russian problem should be qualified.
Another front in the new Cold War between Putin's mafia state and the west will doubtless be opened up by the detail of FSB (state security) agents appearing in Sochi laboratories and alleged bribes being paid to cover up positive Russian tests. Yet this is a global problem of institutions, culture and governance, as Dick Pound, one of the report's authors, acknowledged.
"Kenya has a real problem and have been very slow to acknowledge it," Pound said. And: "It's probably the tip of the iceberg. Russia is not the only country and athletics is not the only sport with a doping problem."
Numerous American scandals since the Seoul Games of 1988 preceded the apparent return of state-sponsored doping in Putin's empire. Banning Russia from the Rio Olympics next summer is now an urgent duty for the International Olympic Committee, given the numbers and apparent criminality involved, but the real solution is to take doping control out of the hands of national federations and compromised global authorities – who must be subjected to police and government oversight.
This is the lesson of the Fifa and International Association of Athletics Federations outrages. Global governing bodies in their current form are dead. They have mistaken governance for business. They exist now to chase money rather than enforce order. The incompatibility of those aims has corrupted them to their souls. Large parts of Fifa have been crooked since the Seventies or before. Olympic sports have been inherently compromised since the Cold War.
The report finds: "Within the scope of this investigation, there is clear evidence of a 'Systemic Culture of Doping in Russian Sport' perpetuated, in part, although not exclusively, through coaches and administrators, whose collective actions at times extended beyond mere administrative violations into potentially criminal acts." Of the presence of FSB agents in a Sochi Winter Olympic lab, Pound said: "It is hard to imagine what the Russian state's interest in urine would be."
Shocking. Just like everything that went before, across the world.
Redacted from the report for legal reasons were reams of material relating to the allegation that officials at the top of the IAAF demanded bribes to cover up positive tests. For that reason there could be even worse news ahead.
When they bought the drugs they bought the cover-up too, allegedly. They paid for the gear and they paid for the positive dope tests to be buried by the people who pretended to police the sport. Two for the price of one. A perfect circle of venality.
For generations public disgust over cheating in athletics has been directed at the yellow-eyed sprinters and sinewy, haunted distance runners. These were the criminals, stealing our dreams – and those of 'clean' athletes. Nobody ever quite suspected that hiding the truth had become a lucrative business opportunity for no lesser person than Lamine Diack, the former president of the IAAF.
If these allegations are proved, we will see sport fully inverted. And certainly sport fully subverted. It will complete a cycle, encompassing manufacturer, pusher, coach (almost certainly), athlete, tester, bureaucrat, spy and possibly governing body president. The only imperfection in such schemes is that an athlete was bound to squeal, if only out of anger at having to pay so much. Fifa and the IAAF have both discovered to their cost that a lie cannot endure.
To make Fifa look slightly less bad is quite an achievement for Olympic sports, where endemic cheating first set in during the Cold War and has mutated relentlessly into new forms. If in doubt, consider the 'dirtiest race in history' – the 1988 Olympic 100 metres final in Seoul, 'won' by Ben Johnson – the Balco scandal in America, widespread busts in Jamaican track and the East German state doping programme, with its echoes of Russian activities now. Even now the 100m is plagued with convicted dopers.
The suppression of positive samples has been a talking point in track and field for decades. After Carl Lewis was shown to have failed three tests during trials for the 1988 Olympics, America's 'greatest' athlete protested: "There were hundreds of people getting off. Everyone was treated the same."
Shortly before Lewis spoke, the United States Olympic Committee denied that 114 positive tests were covered up between 1988 and 2000. Rumours of samples routinely being tipped down sinks presupposed that panicked administrators were simply trying to "protect the sport". The idea was that track and field would not be able to survive the reputational damage from a household name being exposed as a shyster. In the modern age this is recast as a get‑rich-quick scheme: a business in which athletes and officials can conspire.
London 2012 was not the first Games to play host to swarms of cheats, but the numbers involved in Wada's report require that great national carnival of three summers ago to wear an asterisk like all the rest. Russia won 81 medals in London – 24 of them gold, and 17 in track and field, in a £547 million stadium built with large amounts of public money.
This colossal fraud cannot stand, in sport or in life. As Pound lamented: "Public opinion is going to move towards the opinion that ALL sport is corrupt."
In all cases, outside agencies have had to do the clean-up work. The French police and later the US Anti-Doping Agency in cycling, the FBI and (belatedly) Swiss prosecutors with Fifa, and now Wada with Olympic sports.
London 2012 was "sabotaged" by dopers and doping, and athletics is "gangrenous", as French prosecutors diagnose. The people who were meant to have protected it have done far more than fail. They have conspired. The whole spectacle is repulsive.


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SK Innovation and Ford to establish EV battery JV
The joint venture may build two factories in North America to achieve the targeted battery production capacity, although locations are still being mulled over, according to Lisa Drake, chief operating officer of Ford North America, in a conference call.
The breakdown of the new joint venture's ownership wasn't disclosed.
"Through the JV, Ford and SK Innovation will jointly develop and industrialize battery cells at scale that are tailored to deliver optimum performance and value for our Ford and Lincoln customers," Drake said in a statement. "SK Innovation is an important partner in helping deliver batteries with better range and value for our fully electric vehicles by mid-decade."
Ford's establishment of the battery joint venture with SK Innovation comes as the American auto company accelerates its transition to an EV manufacturer. It also comes as uncertainty regarding a legal dispute between SK Innovation and LG Energy Solution on battery technology misappropriation, which threatened to keep SK Innovation out of the U.S. battery market for a decade, has been lifted with a negotiated settlement.
Kim Yoo-suk, head of SK Innovation's battery marketing division, said that "there is no remaining issue" regarding the legal dispute with LG.
"We now have a sufficient number of EVs to justify this level of investment," said Hau Thai-Tang, Ford's chief product platform and operations officer at Ford during the conference call.
Thai-Tang added that internalizing the battery manufacturing process benefits the American automaker in terms of sourcing, developing expertise on battery chemistry and driving down the price of the battery and eventually the EV.
Following the introduction of the Mustang Mach-E last year, Ford is planning to bring the electric Transit van to market by the end of this year and the electric F-150 pickup truck to market next year. They are part of $22 billion in investment the No. 2 American automaker has pledged to its EV business by 2025.
SK Innovation is building two battery factories with annual capacity of 22 GWh in Georgia at the cost of $2.6 billion. Batteries made there will be supplied to Ford for its electric F-150 pickup truck and to Volkswagen.
The latest joint venture with Ford will bring SK Innovation's annual battery production capacity to 190 GWh, with facilities in Korea, China, Hungary and the United States.

subset: commoncrawl


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Hyperlite Glide 7″ Freestyle Frame
The Glide Floss is built to work for you. While it comes in nicer carbon with pretty finishes, it's focus is convenience and compatibility rather than aesthetics. This iteration of the Floss acro frame also has a longer body to ease the fit of a GoPro and various sized batteries on top along with allowing for an additional 20×20 mounting platform in front right behind the FPV camera. The 23mm standoffs are specifically measured to balance the frame properly on the Z axis and also happen to fit the Micro Eagle camera better than 20mm. Only micro sized FPV cameras will fit. Mini FPV cameras will NOT fit.
- One central 30×30/20×20 mounting platform flanked by two 20×20 platforms all accessible at all times with no interference.
- None of the stack screws touch any arm parts. No arm/stack integration.
- Two screws per independant arm with bracing against other arms. Easy swaps and secure fit.
- 23mm standoffs AND 35mm standoffs included. Taller helps get props out of GoPro view.
- Heaps of hardware including all screws for motors and hard to find M2 hardware.
- High quality rubbed oil finish.
- 135g.
- Motor bumpers on arms really do save motors from damage.
- GoPro mount platform compatible with previous FlosStyle and Flowride mounts.
- 12.9 hardness steel screws and nuts because ain't nobody got time for stripped aluminum.
- Micro sized FPV cameras ONLY. Mini cameras will NOT fit.
Please thread your central stack screws before assembling the arm and lower plate complex. Also, carbon compresses over time. The arm/lower plate complex is very very tight the first time you put the frame together. each successive time, it will not be that tight.


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With the Vintage Photo Effect Template for Photoshop you can instantly emulate a vintage/retro effect from any photo that you want. You just need to replace a single Smart Object and the file will automatically transform your image into a retro, dusty and scratched one. After updating the Smart Object, you can make any combination from: 3 Light Leaks, 3 Dust, 3 Scratches, 6 Color Effects, add extra shadows and turn on/off a picture frame to fine tune the end result. The included PSD file has a resolution of 300 dpi with a dimension of 4800 x 3200 px in RGB color mode perfect to be used on your digital designs.
By purchasing or downloading this item you are agreeing to abide by all terms and conditions laid out in the MediaLoot License Agreement. View the full license >
The PRO version has way more benefits. Ongoing support, updates, commercial license, and more.


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I can reproduced this behavior. this problem will occurs in both of the RichEditBox
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Bell's Palsy is a paralysis or weak spot of the muscle tissues of one facet of the facial area, ordinarily due to destruction to the facial nerve. It may also affect the sense of style, salivation and tear formation. Most sufferers enhance spontaneously in a number of months to a couple of months, however, a couple may perhaps have long term residual facial weakness.
Bell's palsy is known as "Ardit" in Ayurveda. Even so, the symptoms of Ardit may perhaps be a part of stroke, i.e., a complete paralysis of a single fifty percent of the human body, though Bell's palsy is commonly regarded as to be self-restricting. Ayurvedic treatment of this facial paralysis is composed of local software, oral ingestion of medicated oils, regional fomentation, medicated nasal drops therapy, and oral treatment in the type of tablets.
Medicated oils employed for local software, oral intake and nasal therapy are: Bala (Sida cordifolia) oil, Narayan (Asparagus racemosus) oil and Chandan-Bala-Laxadi oil.
Mouth clean and gargling with luke-heat water is regarded incredibly productive in relieving signs.
Area medicated steam fomentation is given of decoctions of Erand mool (root of Ricinus communis), Rasna (Pluchea lanceolata), Dashmool (10 Herbal Roots) and Nirgundi (Vitex negundo). Dry fomentation is presented by preparing a poultice (medicated packet) of wheat flour and oil.
Oral medications useful in facial paralysis are: Yograj Guggulu, Trayodashang Guggulu, Vata Vidhvansa Rasa, Sameerpannag Rasa, Brihat Vata Chintamani, Tapyadi Loha, Dashmoolarishta and Bhallatakasava. One natural medicines utilised are: Guggulu (Commiphora mukul), Nirgundi, Dashmool, Ashwagandha (Withania somnifera), Shatavari (Asparagus racemosus) and Kuchila (Purified Strychnos nuxvomica).
For refractory people, some doctors suggest blood-letting from a nearby vein or by leech remedy. Classes of medicated enemas are also advised in some individuals.
Milk, ghee, butter, mutton soup and black gram are encouraged in the eating plan in large quantities. It is very best to keep away from prolonged publicity to cold.


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#384: China Doll by Bobby Swanson
Peak Month: November 1960
11 weeks on Vancouver's CFUN chart
Peak Position #2
Peak Position on Billboard Hot 100 ~ did not chart
YouTube: "China Doll"
Bobby Swanson was born in Denver, Colorado, in January, 1943. He attended South High School. When he was just 15, in the summer of 1958, Bobby Swanson traveled with his parents to Memphis. The Swansons went to Sun Records and Bobby auditioned for Sam Philips. Bobby remembers "I kept thinking this is the same microphone that Elvis, Carl Perkins and Johnny Cash recorded into!" Philips told Bobby to come back to Memphis when he was 18-years-old. Subsequently, Bobby's dad was doing a job as an electrician at the home of Officer Carol MacTavish. The officer told Bobby's father that she'd written a song titled "Rockin' Little Eskimo", and was trying to get it recorded by someone. Bobby's father suggested his son. Subsequently, Bobby Swanson recorded a demo backed with a song he wrote titled "Ballad Of Angel". It was sent to Igloo Records in Anchorage, Alaska.


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Form of Warrant to Purchase Series B Preferred Stock of X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.) issued to Hercules Capital, Inc
Exhibit 4.5
To Purchase Shares of Preferred Stock of
Dated as of October 19, 2018 (the Effective Date)
WHEREAS, X4 Pharmaceuticals, Inc., a Delaware corporation, has entered into a Loan and Security Agreement of even date herewith (the Loan Agreement) with Hercules Capital, Inc., a Maryland corporation, in its capacity as administrative and collateral agent, and Hercules Capital, Inc. (the Warrantholder) and the other lender parties thereto;
WHEREAS, the Company (as defined below) desires to grant to the Warrantholder, in consideration for, among other things, the financial accommodations provided for in the Loan Agreement, the right to purchase shares of Preferred Stock (as defined below) pursuant to this Warrant Agreement (the Agreement);
NOW, THEREFORE, in consideration of the Warrantholder executing and delivering the Loan Agreement and providing the financial accommodations contemplated therein, and in consideration of the mutual covenants and agreements contained herein, the Company and the Warrantholder agree as follows:
For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, an aggregate number of fully paid and non-assessable shares of the Preferred Stock equal to the quotient derived by dividing (a) the Warrant Coverage (as defined below) by (b) the Exercise Price (defined below). The Exercise Price of such shares is subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:
Act means the Securities Act of 1933, as amended.
Charter means the Companys Articles of Incorporation, Certificate of Incorporation or other constitutional document, as may be amended from time to time.
Common Stock means the Companys common stock, $0.001 par value per share;
Company means X4 Pharmaceuticals, Inc., a Delaware corporation, and any successor or surviving entity that assumes the obligations of the Company under this Agreement pursuant to Section 8(a).
Equity Round means any non-public offering of equity securities by the Company, after the Effective Date but prior to the consummation of an Initial Public Offering that results in the conversion of all preferred stock of the Company into Common Stock, in a transaction or series of related transactions principally for equity financing purposes in which the cash is received by the Company and/or debt of the Company is cancelled or converted in exchange for equity securities of the Company; provided that Equity Round shall not include additional closings of the Companys Series B Preferred Stock round of financing.
Exercise Price means (a) if Preferred Stock means Series B Preferred Stock, $1.88 per share, or (b) if Preferred Stock means Next Round Stock, the lowest price per share of Next Round Stock paid by investors in the Next Round, in either case subject to adjustment pursuant to Section 8;
Initial Public Offering means the initial underwritten public offering of the Companys Common Stock pursuant to a registration statement under the Act, which public offering has been declared effective by the Securities and Exchange Commission (SEC);
Merger Event means (i) any sale, lease, exclusive license or other transfer of all or substantially all assets of the Company or any merger or consolidation involving the Company in which the Company is not the surviving entity, or in which the outstanding shares of the Companys capital stock are otherwise converted into or exchanged for shares of preferred stock, other securities or property of another entity; or (ii) any Deemed Liquidation Event as such term is defined in the Charter;
Next Round means the next Equity Round in which the Company issues and sells shares of its preferred stock and any options, warrants, rights or other securities that are exercisable, convertible or exchangeable into, or otherwise provide the right to purchase or acquire shares of such preferred stock for aggregate gross cash proceeds of at least $25,000,000;
Preferred Stock means, at the election of the Warrantholder, (A) the Series B Preferred Stock of the Company or (B) upon the closing of the Next Round, the class and series of the preferred stock of the Company and any options, warrants, rights or other securities that are exercisable, convertible or exchangeable into, or otherwise provide the right to purchase or acquire shares of preferred stock (such preferred stock, the Next Round Stock), and, to the extent provided in Sections 8(a) and (b), any other stock into or for which such Preferred Stock may be converted or exchanged, provided, that notwithstanding anything to the contrary contained in this Warrant, if all of the preferred stock of the Company is converted into Common Stock (automatically upon an Initial Public Offering or otherwise), Preferred Stock: shall thereafter refer to Common Stock, with the appropriate adjustment to the number of such shares of Common Stock issuable upon exercise of this Warrant;
Purchase Price means, with respect to any exercise of this Agreement, an amount equal to the Exercise Price as of the relevant time multiplied by the number of shares of Preferred Stock requested to be exercised under this Agreement pursuant to such exercise; and
Warrant Coverage means $396,000.
Except as otherwise provided for herein, the term of this Agreement and the right to purchase Preferred Stock as granted herein (the Warrant) shall commence on the Effective Date and shall be exercisable for a period ending upon the earlier to occur of (i) ten (10) years from the Effective Date.
(a) Exercise. The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the Notice of Exercise), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the Acknowledgment of Exercise) indicating the number of shares which remain subject to future purchases, if any.
The Purchase Price may be paid at the Warrantholders election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (Net Issuance). If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula:
Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder.
Y = | the number of shares of Preferred Stock requested to be exercised under this Agreement. |
A = | the fair market value of one (1) share of Preferred Stock at the time of issuance of such shares of Preferred Stock. |
B = | the Exercise Price. |
For purposes of the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock:
(i) if the exercise is in connection with an Initial Public Offering, and if the Companys Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the initial Price to Public of the Common Stock specified in the final prospectus with respect to the offering;
(ii) if the exercise is after, and not in connection with an Initial Public Offering, and:
(A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the prior day closing price before the day the current fair market value of the securities is being determined; or
(B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the prior day closing bid and asked price quoted on the NASDAQ system (or similar system) before the day the current fair market value of the securities is being determined;
(iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Preferred Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a Merger Event, in which case the fair market value of Preferred Stock shall be deemed to be the per share value received by the holders of the Companys Preferred Stock on a common equivalent basis pursuant to such Merger Event.
Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.
(b) Exercise Prior to Expiration. To the extent this Agreement is not previously exercised as to all shares of Preferred Stock subject hereto, and if the fair market value of one share of the Preferred Stock is greater than the Exercise Price then in effect, this Agreement shall be deemed automatically exercised pursuant to Section 3(a) (even if not surrendered) immediately before its expiration. For purposes of such automatic exercise, the fair market value of one share of the Preferred Stock upon such expiration shall be determined pursuant to Section 3(a). To the extent this Agreement or any portion thereof is deemed automatically exercised pursuant to this Section 3(b), the Company agrees to promptly notify the Warrantholder of the number of shares of Preferred Stock, if any, the Warrantholder is to receive by reason of such automatic exercise.
During the term of this Agreement, the Company will at all times have authorized and reserved a sufficient number of shares of its Preferred Stock to provide for the exercise of the rights to purchase Preferred Stock as provided for herein, and shall have authorized and reserved a sufficient number of shares of its Common Stock to provide for the conversion of the shares of Preferred Stock issuable hereunder.
No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Agreement, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the then fair market value of one share of Preferred Stock.
This Agreement does not entitle the Warrantholder to any voting rights or other rights as a shareholder/stockholder of the Company prior to the exercise of this Agreement.
The Company shall maintain a registry showing the name and address of the registered holder of this Agreement. The Warrantholders initial address, for purposes of such registry, is set forth below the Warrantholders signature on this Agreement. The Warrantholder may change such address by giving written notice of such changed address to the Company.
The Exercise Price and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:
(a) Merger Event. If at any time there shall be Merger Event, this Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive the consideration (including, without limitation, cash, securities or other property (collectively, Reference Property)) payable on or in respect of all shares of Preferred Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event less the Purchase Price for all such shares of Preferred Stock, and such Merger Event consideration shall be paid to Warrantholder as and when it is paid to the holders of the outstanding shares of Preferred Stock and this Warrant shall thereupon automatically terminate. Appropriate adjustment (as determined in good faith by the Companys Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price, the ability of the Warrantholder to elect the class and series of Preferred Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 8(a), the Company agrees to promptly notify the Warrantholder of the Reference Property, if any, the Warrantholder is to receive by reason of such automatic exercise. Notwithstanding anything to the contrary in this Warrant, if the aggregate fair market value of the Reference Property payable under this Section 8(a) is less than the aggregate Exercise Price of this Warrant, then this Warrant shall automatically terminate immediately prior to the closing of such Merger Event without and Reference Property or other consideration being paid to the Warrantholder.
(b) Reclassification of Shares. Except for Merger Events subject to Sections 8(a) and 8(e), if the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Agreement exist into the same or a different number of securities of any other class or classes, this Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change; provided to the extent the Warrantholder has the right to elect to receive upon exercise either Series B Preferred Stock or Next Round Stock, the adjustment under this clause (b) shall apply solely to the class and series of preferred stock that has been so combined, reclassified, exchanged or subdivided and shall not impair the Warrantholders right to elect to exercise the purchase rights for any other class or series of preferred stock. The provisions of this Section 8(b) shall similarly apply to any successive combination, reclassification, exchange, subdivision or other change.
(c) Subdivision or Combination of Shares. If the Company at any time shall combine or subdivide its Preferred Stock, (i) in the case of a subdivision, the Exercise Price shall be proportionately decreased and the number of shares of Preferred Stock issuable hereunder shall be proportionately increased, or (ii) in the case of a combination, the Exercise Price shall be proportionately increased and the number of shares of Preferred Stock issuable hereunder shall be proportionately decreased.
(d) Dividends. If the Company at any time while this Agreement is outstanding and unexpired shall:
(i) pay a dividend with respect to the Preferred Stock payable in Preferred Stock, then the Exercise Price shall be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number of shares of Preferred Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Preferred Stock outstanding immediately after such dividend or distribution; or
(ii) make any other dividend or distribution with respect to Preferred Stock (or stock into which the Preferred Stock is convertible), except any dividend or distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that the Warrantholder shall receive upon exercise or conversion of this Warrant a proportionate share of any such dividend or distribution as though it were the holder of the Preferred Stock (or other stock for which the Preferred Stock is convertible) as of the record date fixed for the determination of the stockholders of the Company entitled to receive such dividend or distribution.
(e) Antidilution Rights. Additional antidilution rights applicable to the Preferred Stock purchasable hereunder are as set forth in the Charter and shall be applicable with respect to the Preferred Stock issuable hereunder. The Company shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter; provided, that no such amendment, modification or waiver shall impair or reduce the antidilution rights applicable to the Preferred Stock as of the date hereof unless such amendment, modification or waiver affects the rights of the Warrantholder with respect to the Preferred Stock in the same manner as it affects all other holders of Preferred Stock. The Company shall provide the Warrantholder with prior written notice of any issuance of its stock or other equity security to occur after the Effective Date of this Agreement, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for the Warrantholder to determine if a dilutive event has occurred. For the avoidance of doubt, there shall be no duplicate anti-dilution adjustment pursuant to this subsection (e), the forgoing subsection (d) and the Charter.
(f) Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities; (ii) there shall be any Merger Event; (iii) there shall be an Initial Public Offering; or (iv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Merger Event, dissolution, liquidation or winding up; (B) in the case of any such Merger Event, dissolution, liquidation or winding up, at least thirty (30) days prior written notice of the date when the same shall take place (and specifying the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days written notice prior to the effective date thereof.
Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Price (if the Exercise Price has been adjusted), and (D) the number of shares subject to purchase hereunder after giving effect to such adjustment, and shall be given in accordance with Section 12(g) below.
(g) Timely Notice. Failure to timely provide such notice required by Section 8(f) above shall entitle the Warrantholder to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by the Warrantholder. For purposes of this Section 8(g), and notwithstanding anything to the contrary in Section 12(g), the notice period shall begin on the date the Warrantholder actually receives a written notice containing all the information required to be provided in such Section 12(g).
(a) Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the Warrantholders rights has been or, in the case of Preferred Stock issuable in the Next Round, will be duly and validly reserved and, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, that the Preferred Stock issuable pursuant to this Agreement may be subject to restrictions on transfer under state and/or federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Charter and current bylaws. The issuance of certificates for shares of Preferred Stock upon exercise of this Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock; provided, that the Company shall not be required to pay any tax which may be payable in respect of any transfer and the issuance and delivery of any certificate in a name other than that of the Warrantholder.
(b) Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to the Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement: (i) does not violate the Charter or the Companys current bylaws; (ii) does not contravene any law or governmental rule, regulation or order applicable to the Company; and (iii) does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which the Company is a party or by which it is bound. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.
(c) Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.
(d) Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:
(i) The authorized capital of the Company consists of (A) 116,500,000 shares of Common Stock, of which 4,830,406 shares are issued and outstanding, (B) 2,313,523 shares of Series Seed Preferred Stock, of which 1,516,136 shares are issued and outstanding and are convertible into an aggregate of 1,516,136 shares of Common Stock, (C) 22,000,000 shares of Series A Preferred Stock, of which 19,946,842 shares are issued and outstanding and are convertible into an aggregate of 19,946,842 shares of Common Stock, and (B) 25,100,000 shares of Series B Preferred Stock, of which 18,616,569 shares are issued and outstanding and are convertible into an aggregate of 18,616,569 shares of Common Stock.
(ii) The Company has reserved 10,200,000 shares of Common Stock for issuance under its Stock Option Plan(s), under which 7,572,819 options are outstanding. The Company has warrants presently outstanding to purchase 1,646,494 shares of Series A Preferred Stock and warrants presently outstanding to purchase 3,294,268 shares of Series B Preferred Stock. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Companys capital stock or other securities of the Company.
(iii) In accordance with the Companys Charter, no stockholder of the Company has preemptive rights to purchase new issuances of the Companys capital stock.
(e) Registration Rights. The Company agrees that the shares of Common Stock issued and issuable upon conversion of the shares of Preferred Stock issued and issuable upon exercise of this Warrant, and, at all times (if any) when the Preferred Stock shall be Common Stock, the shares of Preferred Stock issued and issuable upon exercise of this Warrant, shall have the Piggyback, and S-3 registration rights pursuant to and as set forth in the Companys investor rights agreement or similar agreement (the Investor Rights Agreement) on a pari passu basis with the holders of outstanding shares of Preferred Stock who are parties thereto. The provisions set forth in the Companys Investor Rights Agreement or similar agreement relating to such registration rights in effect as of the Effective Date may not be amended, modified or waived without the prior written consent of the Warrantholder unless such amendment, modification or waiver affects the rights associated with the shares of Preferred Stock issued and issuable upon exercise hereof in the same manner as such amendment, modification, or waiver affects the rights associated with all outstanding shares of Preferred Stock whose holders are parties thereto.
(f) Other Commitments to Register Securities. Except as set forth in this Agreement, the Company is not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the Act any of its presently outstanding securities or any of its securities which may hereafter be issued.
(g) Exempt Transaction. Subject to the accuracy of the Warrantholders representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
(h) Compliance with Rule 144. If the Warrantholder proposes to sell Preferred Stock issuable upon the exercise of this Agreement, or the Common Stock into which it is convertible, in compliance with Rule 144 promulgated by the SEC, then, upon the Warrantholders written request to the Company, the Company shall furnish to the Warrantholder, within ten days after receipt of such request, a written statement confirming the Companys compliance with the filing requirements of the SEC as set forth in such Rule, as such Rule may be amended from time to time.
(i) Information Rights. During the term of this Warrant, in order to establish the valuation of the Warrant, the Warrantholder shall be entitled to the information rights contained in Sections 7.1(b) and 7.1(c) of the Loan Agreement, and Sections 7.1(b) and 7.1(c) of the Loan Agreement are hereby incorporated into this Agreement by this reference as though fully set forth herein, provided, however, that the Company shall not be required to deliver a Compliance Certificate once all Indebtedness (as defined in the Loan Agreement) owed by the Company to the Warrantholder has been repaid. The information rights set forth in this Section 9(i) are subject to the Warrantholder having confidentiality obligations with respect thereto reasonably acceptable to the Company.
This Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder:
(a) Investment Purpose. The right to acquire Preferred Stock is being acquired for investment and not with a view to the sale or distribution of any part thereof, and the Warrantholder has no present intention of selling or engaging in any public distribution of such rights or the Preferred Stock except pursuant to an effective registration statement or an exemption from the registration requirements of the Act.
(b) Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Agreement is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Companys reliance on such exemption is predicated on the representations set forth in this Section 10.
(c) Financial Risk. The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.
(d) Risk of No Registration. The Warrantholder understands that if the Company does not register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934 (the 1934 Act), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering the securities under the Act is not in effect when it desires to sell (i) the rights to purchase Preferred Stock pursuant to this Agreement or (ii) the Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Preferred Stock or (B) Preferred Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.
(e) Accredited Investor. The Warrantholder is an accredited investor within the meaning of the Securities and Exchange Rule 501 of Regulation D, as presently in effect.
Subject to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (except for transfer taxes) upon surrender of this Agreement properly endorsed. Each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Companys books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this Agreement shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the Transfer Notice), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for all purposes.
(a) Effective Date. The provisions of this Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company on the date hereof. This Agreement shall be binding upon any successors or assigns of the Company.
(b) Remedies. In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where the Warrantholder will not have an adequate remedy at law and where damages will not be readily ascertainable. The Company expressly agrees that it shall not oppose an application by the Warrantholder or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement.
(c) No Impairment of Rights. The Company will not, by amendment of its Charter or through any other means, avoid or seek to avoid the observance or performance of any of the terms of this Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Warrantholder against impairment.
(d) Additional Documents. The Company, upon execution of this Agreement, shall provide the Warrantholder with certified resolutions with respect to the representations, warranties and covenants set forth in Sections 9(a) through 9(d), 9(f) and 9(g). The Company shall also supply documentation reasonably necessary to evaluate whether to exercise this Warrant, including without limitation, (i) any merger/purchase/asset sale agreement and related documents and estimated payout allocations to each of the respective shareholders, warrant and option holders in connection with a Merger Event, (ii) the most recent capitalization tables, and (iii) the most recent Charter, in the case of information provided pursuant to clauses (i) and (ii) above, subject to the Warrantholder having confidentiality obligations with respect thereto reasonably acceptable to the Company.
(e) Attorneys Fees. In any litigation, arbitration or court proceeding between the Company and the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys fees and expenses and all costs of proceedings incurred in enforcing this Agreement. For the purposes of this Section 12(e), attorneys fees shall include without limitation fees incurred in connection with the following: (i) contempt proceedings; (ii) discovery; (iii) any motion, proceeding or other activity of any kind in connection with an insolvency proceeding; (iv) garnishment, levy, and debtor and third party examinations; and (v) post-judgment motions and proceedings of any kind, including without limitation any activity taken to collect or enforce any judgment.
(f) Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.
(g) Notices. Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration, service of process or other communication that is required, contemplated, or permitted under this Agreement or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by facsimile or hand delivery if transmission or delivery occurs on a business day at or before 5:00 pm in the time zone of the recipient, or, if transmission or delivery occurs on a non-business day or after such time, the first business day thereafter, or the first business day after deposit with an overnight express service or overnight mail delivery service; or (ii) the third (3rd) calendar day after deposit in the United States mails, with proper first class postage prepaid, and shall be addressed to the party to be notified as follows:
If to the Warrantholder:
Legal Department
Attention: Chief Legal Officer and Bryan Jadot
400 Hamilton Avenue, Suite 310
Palo Alto, CA 94301
(i) If to the Company:
X4 Pharmaceuticals, Inc.
Attention: Adam Mostafa and Brian Bowersox
955 Massachusetts Avenue, 4th Floor
Boston, MA 02139
or to such other address as each party may designate for itself by like notice.
(h) Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof (including the Warrantholders proposal letter dated September 13, 2018). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.
(i) Headings. The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.
(j) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
(k) No Waiver. No omission or delay by the Warrantholder at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by the Company at any time designated, shall be a waiver of any such right or remedy to which the Warrantholder is entitled, nor shall it in any way affect the right of the Warrantholder to enforce such provisions thereafter.
(l) Survival. All agreements, representations and warranties contained in this Agreement or in any document delivered pursuant hereto shall be for the benefit of the Warrantholder and shall survive the execution and delivery of this Agreement and the expiration or other termination of this Agreement.
(m) Governing Law. This Agreement has been negotiated and delivered to Warrantholder in the State of California, and shall have been accepted by the Warrantholder in the State of California. Delivery of Preferred Stock to the Warrantholder by the Company under this Agreement is due in the State of California. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.
(n) Consent to Jurisdiction and Venue. All judicial proceedings arising in or under or related to this Agreement may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (i) consents to personal jurisdiction in Santa Clara County, State of California; (ii) waives any objection as to jurisdiction or venue in Santa Clara County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (iii) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 12(g), and shall be deemed effective and received as set forth in Section 12(g). Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.
(o) Mutual Waiver of Jury Trial. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE COMPANY AND THE WARRANTHOLDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, CLAIMS) ASSERTED BY THE COMPANY AGAINST THE WARRANTHOLDER OR ITS ASSIGNEE OR BY THE WARRANTHOLDER OR ITS ASSIGNEE AGAINST THE COMPANY. This waiver extends to all such Claims, including Claims that involve Persons other than the Company and the Warrantholder; Claims that arise out of or are in any way connected to the relationship between the Company and the Warrantholder; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement.
(p) Judicial Reference. If the waiver of jury trial set forth above is ineffective or unenforceable, the parties agree that all Claims shall be resolved by reference to a private judge sitting without a jury, pursuant to Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of Santa Clara County, California. Such proceeding shall be conducted in Santa Clara County, California, with Delaware rules of evidence and discovery applicable to such proceeding.
(q) Prejudgment Relief. In the event Claims are to be resolved by arbitration, either party may seek from a court of competent jurisdiction identified in Section 12(n), any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to resolution by judicial reference.
(r) Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its officers thereunto duly authorized as of the Effective Date.
By: |
Name: Adam Mostafa | ||
Title: Chief Financial Officer |
By: |
Name: Jennifer Choe | ||
Title: Assistant General Counsel |
To: | X4 PHARMACEUTICALS, INC. |
(1) | The undersigned Warrantholder hereby elects to purchase [_______] shares of the Series [__] Preferred Stock of [_________________], pursuant to the terms of the Warrant Agreement dated the 19th day of October, 2018 (the Agreement) between [_________________] and the Warrantholder, and [CASH PAYMENT: tenders herewith payment of the Purchase Price in full, together with all applicable transfer taxes, if any.] [NET ISSUANCE: elects pursuant to Section 3(a) of the Agreement to effect a Net Issuance.] |
(2) | Please issue a certificate or certificates representing said shares of Series [__] Preferred Stock in the name of the undersigned or in such other name as is specified below. |
(Name) | ||
(Address) | ||
By: |
Name: |
Title: |
Date: |
The undersigned [____________________________________], hereby acknowledges receipt of the Notice of Exercise from Hercules Capital, Inc., to purchase [____] shares of the Series [__] Preferred Stock of [_________________], pursuant to the terms of the Warrant Agreement by and between X4 Pharmaceuticals, Inc. and Hercules Capital, Inc. dated September [__], 2018 (the Agreement), and further acknowledges that [______] shares remain subject to purchase under the terms of the Agreement.
By: |
Title: |
Date: |
(To transfer or assign the foregoing Agreement execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Agreement and all rights evidenced thereby are hereby transferred and assigned to
(Please Print) | ||
whose address is | ||
Dated: | ||
Holders Signature: | ||
Holders Address: | ||
Signature Guaranteed:
NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Agreement.


text:
The Tampa Bay Times (at the time the St. Petersburg Times) published a 4-part series in 2008 that chronicled the rescue of an injured baby dolphin. The dolphin had been caught in a crab trap and was brought to the Clearwater Marine Aquarium with little hope of survival.
Aquarium staff named the dolphin Winter. She survived and, with a specially designed prosthetic tail, thrived at the aquarium.
She become a star in the Hollywood movie Dolphin Tale (and its sequel) and a major tourist draw for Clearwater.
The series, by Times staff writer John Barry, was a finalist for the Pulitzer Prize.
We learned Thursday evening that Winter has died.
If you're unfamiliar with Winter's story — or even if you know it — here's the original 2008 story about her rescue and recovery, and how she came to inspire children around the world.
Part 1
The muddy waters of Mosquito Lagoon cloaked the baby dolphin in invisibility. She was 2 months old, 68 pounds, a bottlenose dolphin in perfect miniature. Inches from the dark surface, she thrashed in a snare of rope that bent her like a horseshoe, mouth to tail. She was down to one instinct: Breathe.
Again and again, she fought to the surface. She gasped. She went down again. The sea waited to swallow her.
That was the end of one thing, and the miraculous beginning of another. The sea spit out the dying baby dolphin, cast her into a strange new world. She would be claimed by science and claimed by children. She'd become famous, appear on television. She'd receive visitors from around the world, and she'd help them feel whole.
They'd call her "Winter."
A tilted buoy, a desperate gasp
At dawn on Dec. 10, 2005, all the sane fishermen slept in. They'd heard the wind whistle outside and turned in bed toward their wives' warm backsides. Only one fisherman faced the gusty chop in Mosquito Lagoon.
Jim Savage thought about staying home when the cold front came through. But he pictured himself restlessly underfoot on a Saturday, aggravating his wife. Better to spend a few hours bundled up on the water. He trailered his 16-foot flats boat to the ramp at the north end of Canaveral National Seashore. It's one of those beautifully muted, monochromatic places in Florida that only fishermen seem to know about. He saw it, and he wasn't sorry for being there.
In the lagoon, he could see a line of crab pot buoys, all tilted over with the wind. He looked again - something weird there.
One buoy was tilted opposite, into the wind.
He motored toward it. The lagoon was just a few feet deep, but the water had churned into a brown chop. He couldn't see whatever was pulling the buoy over.
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Explore all your optionsHe heard before he saw: a heaving, desperate gasp.
Jim pulled on the buoy and retrieved a bleeding female baby dolphin, hog-tied in the crab pot line. She looked no bigger than an armful. She squealed in pain. Her tail looked a mess. The baby dolphin thrashed in the ropes, struggling to breathe.
Jim scanned the water, the shoreline, looking for help. He was on his own.
He figured the dolphin must have snooped the bait in the trap, tangled her tail in the rope, then tried to spin out of it.
As she spun, she tried to bite through the rope. That only cinched the rope tighter, cutting into her mouth. Jim dug out his filet knife and sliced the rope into pieces.
The dolphin wriggled loose, rope embedded in her mouth. She drifted a few feet, out of reach, and stopped near the boat.
Jim reached out to touch her, but she squealed and moved away. Then she stopped again. She was listing, unable to swim. She was scared of Jim, but she clearly sensed a need of him. She seemed to be waiting for him to do something.
Jim was an auto mechanic. He had never been this close to a dolphin. He didn't know what to do, but he knew he couldn't leave. He would lose sight of the baby. He called an emergency number for the Florida Fish and Wildlife Commission. They promised someone would come.
"Don't tell me you're going to send someone if you're not."
He waited, helpless, through the morning, drifting beside the dolphin as the sun climbed. He watched the gray shape in the water, listened to her ragged breathing. Each time he tried to touch her, the baby squealed - a shrieking whistle.
He talked to her, softly, to calm her.
"You'll be okay."
Knowing when a cause is lost
Teresa Mazza was visiting friends that day in Ormond Beach, not far from Mosquito Lagoon, when she got the call.
She was 23, a research assistant for the nonprofit Hubbs-SeaWorld Research Institute in Orlando. Among the institute's many marine missions, it rescued stranded and injured whales and dolphins.
She had never been in charge of a rescue. She had no first aid kit for a bleeding dolphin. She grabbed what she had — a measuring tape and a stopwatch — and jumped in the car.
When she reached the ramp, Teresa could see Jim's boat, and a second boat that had stopped to help. Four men in the second boat taxied her to Jim.
As soon as she saw the dolphin, she kicked off her shoes and jumped overboard in her jacket and T-shirt. She felt the shock of the freezing water. The dolphin squealed and moved away. Teresa couldn't do anything for her this way. She climbed back in the boat.
They made a plan. The two boats slowly herded the dolphin toward a sandbar near the ramp, beaching it. Teresa and Jim climbed out of the boat and waded to her. Teresa got a clear view of her wounds, first the deep cuts in her mouth, then the exposed veins in her tail. The baby trembled. She looked at Teresa, eyes wide and panicked.
Teresa was sure the dolphin was dying. She lifted the baby slightly to support her organs. She placed Jim's hand on the dolphin's heart. He could feel it hammering against the skin.
They waited. They made more cell phone calls. Teresa called her colleague and friend Claire Surrey at the wildlife commission. She came right out. Teresa and Claire took turns cradling the dolphin in their laps. Hours passed. Their hands grew numb in the water.
Hubbs-SeaWorld contacted the Harbor Branch Oceanographic Institution in Fort Pierce. Harbor Branch had a special ambulance for injured whales and dolphins. It dispatched the ambulance, plus a chase truck with a vet and a team of dolphin experts.
Jim and the other boaters eventually went home. The afternoon wore on. The two women sat together in the shallow water, talking little. Loud voices upset the dolphin. The baby was in obvious pain.
They took turns cradling the dolphin, scooping water over her head to keep her cool. Teresa thought she would die in her arms.
In the afternoon, Harbor Branch called with bad news. Its ambulance had blown a tire miles from the lagoon. The truckload of experts would continue on, but they would have to find another ambulance. They would try SeaWorld in Orlando.
About the same time, a family of dolphins appeared by the sandbar - two or three adults and several young. As they passed, the baby in Teresa's arms began to squeal.
Teresa knew the little dolphin was critically injured. Her ragged tail had begun to turn white. This was likely her last look at Mosquito Lagoon, her last moment of freedom, even if she lived.
For a crazy second, Teresa pictured the baby wriggling free, swimming off with her family. The dolphin squirmed as if aching to go.
The second passed. The dolphins disappeared.
Teresa watched them go. She couldn't imagine any happy ending. Even the other dolphins had given up. Animals have a way of knowing when a cause is lost.
She began to cry.
En route to Clearwater
At dusk, a SeaWorld rescue van arrived. Teresa, Claire and the Harbor Branch team carried the baby ashore in a stretcher. She was headed across the state to the Clearwater Marine Aquarium. Teresa couldn't go with her. She had to catch a flight the next day to a marine science conference in San Diego.
At the conference, everyone had heard about the dolphin rescue. A few days into the conference, a colleague stopped her in a crowd.
"Did you hear what happened to your dolphin?"
No, she hadn't.
"Her tail fell off."
Part 2
The dolphin arrived by van after 10 p.m., rescued from a tangle of crab pot line off the Canaveral National Seashore on the opposite coast. She was 2 months old, about the size of a big dog. Her eyes were shut. She bled from the mouth, from cuts under her pectoral fins. Her tail looked like frayed paper. A white rot advanced from the tail's edges.
Only one aquarium in the state was willing or able to take her. The Clearwater Marine Aquarium had once been a sewage plant. They've painted the place aqua and pumped Calypso music through the intercom. The scent is fresh and briny. Dolphins frolic in deep concrete tanks that served foul past purposes. On Dec. 10, 2005, humble Clearwater was the baby dolphin's only chance.
Veterinarian Janine Cianciolo, known as "Dr. C," readied the big kiddie pool the aquarium uses for an ER. She lacked dolphin baby formula, but sent h
ead trainer Abby Stone to Publix for 10 cartons of goat's milk.
The issue of euthanasia hung in the air. The baby's tail looked hopeless. They had never heard of a dolphin living without tail. If this one did, she would require round-the-clock care for months. At best, she would grow up crippled and captive for life. An injection now might curtail much suffering and expense.
But the aquarium already had three dolphins and a collection of sea turtles, most of which were disabled or disfigured by too-close encounters with humans. This place looked and sounded like Margaritaville, but its mission was to help animals with no other chance.
This dolphin would be euthanized only if her suffering was too great or her life wasn't viable. It was Dr. C's call.
The vet brought her sleeping bag. That was her answer to the euthanasia question. She planned to camp there through the holidays, if the dolphin lived that long.
In the ER pool, Dr. C fed a tube down the dolphin's throat and pumped in electrolytes and fluids to stave off dehydration and stabilize the animal's metabolism. She re-inserted the tube every two hours.
Trainer Abby rocked the dolphin like a baby. She had been starved and tethered to the crab pot for unknown hours, exhausted by a five-hour van ride across the state. But Abby felt her squirm in her arms. The fight in the baby dolphin was a good sign. Abby knew this motherless creature wouldn't survive unless she wanted to.
The night wore on. After four hours, Abby was relieved by a veterinary technician and two high school volunteers. They took turns supporting the dolphin in their arms, guiding her through slow, gentle circles. They hoped the rhythm would relax her. They fought a night chill from a cold front by ducking under a hot shower.
The dolphin didn't open her eyes. She barely moved as they floated her. But when morning came, she was still breathing.
Dr. C and Abby saw a winter miracle in the making.
Winter — that would be this dolphin's name.
Swimming like a fish
Within days, Winter's tail had virtually melted away, lost to necrosis, or cell death. The blood flow to the tail had been cut off by the crab pot line, probably for more than a day.
Dr. C couldn't tell how far into Winter's peduncle, or lower trunk, the necrosis had gone. She couldn't reverse it. All she could do was wait to see how much more dissolved away. If the rot got to the spinal cord, Winter would die.
Day by day, Dr. C trimmed dead tissue and applied antibiotics. Winter accepted the care passively. Dr. C diagnosed her as too sick and weak, and "too young and dumb," to show fear of humans.
After the first 48 hours, the vet attached a long nipple to a Dasani water bottle and began to nurse the dolphin. She concocted a formula that included an artificial milk product for zoo animals, safflower oil, vitamins and fish liquefied in a giant blender. The nursing was awkward. In the wild, baby dolphins nurse underwater. Winter also had serious mouth wounds. But she quickly got the hang of it.
Through January, the necrosis persisted and the stump of Winter's tail shrank. Three vertebrae melted away.
Dr. C didn't reach healthy tissue until Valentine's Day had passed. The necrosis had stopped, one vertebra short of the spinal cord.
Even then the wound wouldn't close. The baby remained isolated in the kiddie pool under 24-hour care.
They soon discovered that Winter would accept her meals only through a Dasani bottle. They tried Aquafina. Nothing doing. They bought Dasani by the case, pouring out the water, refilling with the fish goop.
Winter gained weight and moved around on her own. Dr. C added so many fish to the blender that the goop wouldn't flow through the nipple.
Winter swam like a fish, moving the stump of her peduncle laterally, side to side, rather than up and down as dolphins do. She dog paddled with her pectoral fins, which are designed for steering, not for propulsion.
That raised a host of new concerns. The side-to-side motion subjected her spine to unnatural pressures, causing it to curve. Scoliosis became the new threat.
In the summer, about six months after her rescue, she left the ER. She joined the aquarium's three other dolphins in the larger indoor tanks. She was matched in one tank with Panama, an older female, that they hoped would teach Winter how to be a dolphin.
A tail for a dolphin
The aquarium had another newcomer getting adjusted — a new CEO named David Yates. He had been hired two months after Winter's rescue. One of his first tasks was to consider Winter's permanent residency. Dolphins are plentiful off Clearwater Beach. People see them leaping in the gulf every day. So what made this one dolphin worth months of intensive care and up to 40 years of room and board?
David had a role in mind for Winter. He understood that dolphins have a special relationship with humans. People bestow dolphins with human traits and feelings - a sense of humor, a mourning instinct, even empathy. Dolphins have been mythologically bonded to man since the Greeks. But the aquarium's wildlife mission didn't apply only to dolphins. It applied equally to its captured sea turtles, many of which had been maimed by monofilament fishing line, or other deadly litter. The point was to show the carnage. Let people see the price of human carelessness.
David also knew a good story when he saw one. He had formerly promoted the Iron Man triathlon. He had a lot of TV and radio contacts. He called every national media outlet he knew — NBC, CBS, BBC, NPR and AP. "I have a story for you," he would say, "a disabled baby dolphin we're teaching to swim without a tail."
Everybody wanted that story. Winter found herself on the Today show. She found herself on the Early Show. Her story ran cross-country on the AP wire. It was broadcast internationally on BBC — audience: 270-million.
In Orlando, a guy named Kevin Carroll heard NPR's version on his car radio. He called David. He introduced himself as vice president of a national company that makes artificial limbs — Hanger Prosthetics & Orthotics.
"I can put a tail on your dolphin."
Part 3
Dan Strzempka works in a lab cluttered with loose feet, legs, hands, arms — all made of plastic and steel. Most are adult size. Some are sadly smaller — the size of a child's foot or hand.
Dan has worn a prosthetic leg since age 4, when he slid under a lawn mower. He now makes them for Hanger Prosthetics & Orthotics. His lab is in Sarasota.
Two years ago, Dan got a call from Hanger vice president Kevin Carroll about a baby dolphin that had lost her tail. She was now in the custody of Clearwater Marine Aquarium. The baby was doing all right, except she had developed scoliosis from moving her stump in an unnatural motion — side to side, like a fish.
How about going partners with me to design a prosthetic tail, Kevin asked. Think it will work?
The idea wasn't outrageous. Dogs and cats have been fitted with new legs. An elephant named Motala in Thailand stomps around on a prosthetic foot. A stork in Bucharest sports a fake beak. Hanger once designed a leg for an ostrich. But Hanger had never had a client whose world is saltwater.
Dan didn't hesitate.
"Of course it will work."
Dan didn't admit it to Kevin, but all he knew about dolphins was that they were cute.
What he saw was a challenge.
Dan spent two weeks at the Mote Marine Laboratory in Sarasota boning up on dolphin biomechanics. He made a list of foreseeable obstacles. The more he thought about them, the longer the list got.
Would a wild animal hold still for fittings? Is any prosthesis durable enough for saltwater? Will any prosthesis stay on a dolphin as it thrusts itself 9 feet in the air, or speeds through the water at 30 mph? And how would the dolphin tell him what hurt?
Dan had trouble with his own prosthesis. After 36 holes of golf, it sometimes slipped. How could he keep a prosthesis on a zooming, leaping, twirling dolphin?
The aquarium had already been approached by the Bridgestone tire company, which had made a prosthetic tail for a dolphin named Fuji in Japan. But Fuji still had part of her fluke. The tire-maker concluded it couldn't help Winter because she had nothing left to which they could attach the tail.
Dan's first challenge was to make a liner for Winter's lower trunk, or peduncle. A liner fits like a sock over the stump, cushioning skin and bone. The prosthesis cinches to it. It's often made of soft plastic. Winter would need something like that, but thicker and softer, able to stand up to saltwater, and perhaps sticky, so it would stay on.
Dan and Kevin worked with a chemical engineer, who concocted a stew of "silicone elastomer." Out of the goo emerged a gel, soft like a baby-bottle nipple, but thick and strong and sticky.
Dan tried the gel on his own fake leg. It stood up to golf.
The next challenge was Winter's state of mind. She had survived near-drowning and the loss of her tail by her sheer exuberance and resilience, and her emotional bond with her trainer Abby Stone. Over the first year, she had transformed from a traumatized, listless baby to a funny character who swam straight to strangers and enjoyed country music at mealtime.
If that changed, if Winter gave up, all the prosthetic technology in the world wouldn't matter.
Abby began letting Winter wear the liner for short spells. Dolphins shed heat through their tails, so Abby had to be sure the liner didn't wreak havoc on Winter's metabolism. Abby found she needed a lubricant just to get the liner on. She got stares and smiles at the drugstores in Clearwater when she began buying KY Jelly by the case.
Winter didn't mind wearing the big sock on her stump. After a couple of months, Dan fashioned a hard shell to fit over the liner, to get Winter used to the idea of wearing plastic. Winter didn't mind that either. After two more months, he built her a tiny tail.
The first time they put the tail on her, an audience of trainers and Hanger technicians hovered, as nervous as helicopter parents on the first day of kindergarten. Winter kicked off her new tail, let it sink to the bottom of the pool, picked it up in her mouth, and fetched it back to Abby.
Abby put the tail on again.
Winter fetched again.
Abby went through buckets of fish treats to get Winter to stop playing fetch.
By now Winter had become Dan's hobby. Instead of golf, he hung out at the aquarium. He brought his kids. The challenge seemed bigger than ever. Could he replicate one of nature's finest propulsion systems?
He visited the Harbor Branch Oceanographic Institution in Fort Pierce to sit in on the necropsy of a dead 2-year-old dolphin. He used the dolphin's fluke as a template for a new tail for Winter.
Over the next two years, Dan and Kevin built 50 prototypes and put in hundreds of unpaid hours. They burned through about $200,000 of Hanger's money on myriad designs. Winter used up 20 cases of KY. Dan fried the high-tech, $3,000 microprocessor in his own prosthesis by kneeling at the squirting end of Winter's water hose.
The latest design allowed the tail to swing up and down on stainless steel joints adapted from children's leg braces. Dan has been working on a design that replaces steel support rods with either Kevlar or nylon. But the innovations have brought him only incrementally closer to the intricate workings of a real dolphin tail.
Winter's biggest improvement: Her scoliosis has been reversed.
Does she know she's a dolphin?
Her physical therapy was a ballet. It usually took place in the morning, when Winter was hungry. Thirty minutes of therapy required two six-pack-sized coolers of fish — double her normal feeding. By November, Winter weighed 250 pounds, four times the size she was when she fought for life in Mosquito Lagoon. She was more than half way to her adult weight of around 400 pounds.
In two years, Abby Stone and Diane Young, the aquarium's director of animal care, had worked out a complex choreography of small, isolated muscle exercises and body motions to thwart scoliosis and nudge Winter toward swimming like a dolphin.
Abby started with a whistle that brought Winter to her side. Winter positioned her peduncle so Abby could slide on the liner and the tail. Winter got a fish.
Winter gently moved her tail up and down. Abby paddled beside her, watching Winter's pectoral fins. Winter had compensated for her lost tail by using her pectorals to help her swim. It was an unnatural motion. Abby had tried for seven months to break her of the habit. Winter held her pectorals still. Abby blew her whistle, meaning "good job," and tossed her a fish.
Abby turned Winter loose. Winter dove, using her tail. They circled together in a waltz, Winter's tail undulating, up and down. She was clearly using the tail properly, but it was not the breakthrough Abby longed for. In surrounding tanks, other dolphins wowed tourists with their acrobatics. Abby wanted to see Winter someday shoot across the tank, leap in the air and clear the water.
They knew that Winter used the tail only to please them, to score fish.
She hadn't figured out — and maybe never would — what this tail can do. She might not even know she's a dolphin.
From one dolphin to kids
The project started as an interesting challenge, but two years later, what had it all been for? How was one dolphin worth so much time and money? Dan and Kevin didn't worry about that in the beginning. The nights and weekends were theirs to give, and innovation always leads someplace unexpected.
Kevin, who first had the idea to put a tail on a dolphin, hoped someday the project would lead to new therapies for humans.
A year and a half ago, he heard about a kid in Oregon who had lost both legs to meningitis. She was just 10. She used a wheelchair. Wearing a prosthesis was painful and abrasive. The skin on her thighs was too fragile, the consistency of paper.
It occurred to Kevin: Why not try Winter's gel liner on this little girl?
Kevin arranged for her parents to bring her to Sacramento for a trial. Months later, she was walking to class on two prosthetic legs.
She was the first kid. One by one, other kids fell into the picture.
They just started showing up.
Part 4
Third grade was a doozy. Katrina Simpkins, survivor of a half-dozen surgeries and body casts, had a stunted right thigh. Her right foot reached only to her left knee. She wore a prosthesis to school, and never found a way to fit in. There was this kid, this one little torturer, who kept at her all year.
For her hard slog through third grade, Katrina was allowed to pick the family's first vacation trip. Katrina's surgeries and expenses had made vacations an impossible luxury. But in June 2007, they hit the road for Florida. Katrina had chosen her personal Mecca, Cinderella Castle at Disney World. Her mom checked the route from their home in Columbia City, Ind., and found an aquarium not far from Disney. Might as well stop there, too.
At the Clearwater Marine Aquarium, Katrina peeked into a dolphin tank.
"Did I just see a stub?"
The dolphin was "a little girl" like her, an aquarium worker told her. She had lost her tail and nearly died when she entangled herself in rope from a crab pot. This girl dolphin was named Winter. She had a prosthesis of her own, a plastic tail, that helped her swim.
Katrina crept to the tank's edge. Winter came to her. She stopped. She lifted her head. She made eye contact. She seemed to be speaking to Katrina:
We're the same.
Journeys to see an injured dolphin
For two years, it has been one child after another. They've showed up on prosthetic legs, or in wheelchairs, or sick from cancer, or hearing impaired, all hurting or struggling in some way.
Sophie, 3, from Texas.
Heath, 5, from Orlando.
Brandon, 11, from Hudson.
Aidan, 7, from St. Petersburg.
McKenna, 9, from Dallas.
Phoebe, 8, from Clearwater.
Bailee, 4, from Knoxville, Tenn.
No one anticipated these kids when the aquarium launched a project to fit a baby dolphin with a prosthetic tail. But the list keeps growing.
Under Winter's spell
Back in Indiana, all Katrina talked about was the dolphin with no tail. For two weeks, she cried and begged her mother to take her back to Clearwater.
Maria Simpkins called the aquarium's CEO, David Yates. He had introduced himself to Katrina on their visit. He told her to call him any time. On the phone, Maria asked him to help her out. "Please tell Katrina that Winter is all right."
David assured Katrina that the aquarium and Winter would always welcome her back. The call began a phone and text-messaging relationship between the CEO and the child that continued for a year and a half. She would watch him come and go on a Web camera set up over the dolphin tanks. On any given day, David had 10 text messages from Katrina on his BlackBerry.
She returned to the aquarium five times. The aquarium paid for one trip. The staff treated her like one of its own. She roamed the building, helped with the shows, assumed the role of someone in charge. She sometimes called herself the CEO. David would find her seated behind his desk.
This is a child, David said, who didn't fit in anywhere else. Under the spell of Winter, she feels confident. She belongs.
'She raised her flipper'
Other children like Katrina talk about "feeling normal" around Winter.
Aidan Schmitz, a solemn 7-year-old from St. Petersburg, was born with only one bone in her left lower leg. Aidan saw Winter on the Today show, and visited her at the aquarium.
"Winter looked at me. I waved at her, and she raised her flipper."
Brandon Saunders, 11, from Hudson, lost his leg on Memorial Day 2006 to a boat propeller. Brandon was sitting in the back of his dad's boat, snuggled up in a towel when the boat hit a rock. Everyone fell out, even the dog. Brandon's towel caught on the propeller and pulled him into the blades.
David Yates heard about Brandon on the news and invited the boy to meet the dolphin. They had both survived a tragedy at sea. They bore the scars of kindred spirits.
Winter let Brandon pet her.
The dolphin that could
Fourth grade has been another doozy for Katrina Simpkins, the little girl from Indiana.
She fell on the hardwood floor at home and broke her hip. While fixing her hip, doctors found a knee fracture. When those healed, she broke her shin. Katrina was in a wheelchair from April to August. She started fearing school again, didn't want the kids to see her that way.
David Yates, her telephone pal, flew to Chicago to be with her at Shriners Hospitals for Children. He got there before she did and surprised her in the parking lot.
He had brought good news. Since Winter was rescued, summer attendance at the aquarium had doubled. Soldiers hurt in Iraq had discovered Winter. Donations were way up. A $2-million renovation was almost completed. Winter was getting a new tank. A video documentary, Winter, the Dolphin That Could!, was coming out soon. A book was in the works.
David had brought a video camera, hoping to include Katrina in the documentary. He followed the girl into an examination room and sat beside her. A doctor came in to explain bad news. She would need more surgery on her hip. Not now, but in a couple of years. David watched Katrina react. She quietly asked questions.
David was awed by her composure. In that sterile examination room, the CEO, the talkative promoter, fumbled for words.
Winter's legacy
On a recent visit to the aquarium, Katrina ran into Dan Strzempka, the prosthetics designer who made Winter's tail. He and his boss, Kevin Carroll, were beside the dolphin tank, taking more measurements of Winter. Katrina saw Dan's prosthesis. Dan told her how he had lost his leg as a small boy.
Winter looked happy. She glided around the pool like a diva, flirting with her human admirers. But Dan was more concerned about how Katrina looked. He and Kevin didn't like the prosthesis she wore. The protective covering for her skin was missing. She had blisters. She complained it didn't fit right. Dan looked it over, frowning.
"How about I make a new one for you?"
In October, Katrina came to Dan's Sarasota lab for fittings. She stayed a week as he labored on a complicated design, intent on preventing those chronic fractures and blisters.
He worked on it all week. He secretly borrowed Katrina's favorite T-shirt from her mom. He sewed it over the top of her new prosthesis.
He unveiled it at the end of the week. It was pink and purple. The lettering was bordered by sea shells. It read:


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Decembere 20, 2022
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A cyclist critically injured in a collision on the A483 yesterday has died.
Alan Cronin, 60, of Guilden Sutton near Chester was rushed to hospital following the incident which took place on Junction 7 of the northbound carriageway, near the Rossett flyover at around 2.23pm.
A 22-year-old has been arrested on suspicion of causing death by dangerous driving and failing to stop and report a collision.
He is currently in custody at Wrexham police station.
Chief Inspector Darren Wareing said: "We are appealing to anyone who witnessed the collision or who may have seen the cyclist or a white Fiat van in the vicinity at the time of the collision to contact North Wales Police on 101 quoting incident reference S084345."
The carriageway was closed off while police investigators worked at the scene yesterday.