EXHIBIT 10.17
LICENSOR'S CONSENT TO ASSIGNMENT OF LICENSE BETWEEN
CARESCIENCE, INC., ("ASSIGNOR")
AND
QUOVADX, INC. ("ASSIGNEE")
3550 University City Science Center Associates ("Licensor"), the
Licensor in connection with that certain License Agreement between Licensee and
Assignor as Licensee dated July 20, 2001 (the "License") pursuant to which
Licensor licensed to Assignor certain office space located in the building known
as 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx (the "Building") containing
approximately 831 square feet of office space on the second floor of the
Building as more fully described in the License (the "Licensed Premises") hereby
consents to the Assignment of the License from Assignor to Assignee (the
"Assignment") to be effectuated by merger of the Assignor and Assignee pursuant
to that certain Agreement and Plan of Merger among Assignor, Assignee and
Carlton Acquisition Corp. dated as of August 13, 2003 (the "Assignment") upon
the following conditions:
1. This consent to the Assignment is executed by Licensor only to
evidence Licensor's consent to the Assignment of the Licensed
Premises and the conditions related to such consent and for no
other purpose.
2. Assignee agrees to be bound by all of the terms and conditions
of the License from and after the date of the Assignment.
Further, Xxxxxxxx agrees to perform all of the duties and
obligations of Assignor under the License from and after the
date of the Assignment.
3. Assignor shall have performed all of its obligations to
Licensor up to and including the date of the Assignment.
Assignee shall perform all of the duties and obligations as
Licensee under the License after the date of the Assignment.
4 Provided that: (i) Assignor has performed all of its
obligations and duties to Licensor arising under the License
up to and including the date of the Assignment and (ii)
Assignee has assumed all of the duties and obligations of
Assignor under the License after the date of the Assignment,
Licensor hereby agrees to release Assignor from its further
duties and obligations under the License.
5. Nothing contained in this consent to Assignment shall be
construed to otherwise modify the rights and obligations of
the parties under the License.
6. Licensor has fully performed all obligations owed to Assignor
or Assignee as of the date of this consent to Assignment.
7 Except for the assignment between Assignor and Assignee, the
License remains unmodified and in full force and effect.
8. The date of the Assignment pursuant to the merger of the
Assignor and Assignee is September 18, 2003.
9. The parties acknowledge and agree that the License erroneously
referred to "University City Science Center" as the Licensor.
The correct name of the Licensor is acknowledged and agreed to
be "3550 University City Science Center Associates".
UNIVERSITY CITY SCIENCE CENTER
By: /s/ XXXX XXXXX
-----------------------------------
Its: President & CEO
----------------------------------
Date: 9-15-03
---------------------------------
0000 XXXXXXXXXX XXXX SCIENCE CENTER ASSOCIATES
By: University City Science Center, its General Partner
By: /s/ XXXX XXXXX
-----------------------------------
Its: President & CEO
----------------------------------
Date: 9-15-03
---------------------------------
Signature continued on next page
ACCEPTED AND AGREED TO BY XXXXXXXX AND ASSIGNEE:
ASSIGNOR:
CARESCIENCE, INC.
By: /s/ XXXX X. XXXXXXXXX
-----------------------------------
Its: VICE PRESIDENT
----------------------------------
Date: 2-9-04
---------------------------------
ASSIGNEE:
QUOVADX, INC.
By: /s/ XXXX X. XXXXXXXXX
-----------------------------------
Its: Xxxx X. Xxxxxxxxx
EVP, Finance and CFO
---------------------------------
Date: 2-9-04
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