SPECIALIZED CLINICAL SERVICES, INC. SPECIALIZED CLINICIAN(R) SYSTEM SOURCE CODE LICENSE AND SUPPORT AGREEMENT

Clinical Trial Agreement

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Title: SPECIALIZED CLINICAL SERVICES, INC. SPECIALIZED CLINICIAN(R) SYSTEM SOURCE CODE LICENSE AND SUPPORT AGREEMENT
Governing Law: Delaware Date: 4/14/2004
Industry: Healthcare Facilities Sector: Healthcare

SPECIALIZED CLINICAL SERVICES, INC. SPECIALIZED CLINICIAN(R) SYSTEM SOURCE CODE LICENSE AND SUPPORT AGREEMENT, Parties: coram healthcare corp

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EXHIBIT 10.117

SPECIALIZED CLINICAL SERVICES, INC.

SPECIALIZED CLINICIAN(R) SYSTEM SOURCE CODE

LICENSE AND SUPPORT AGREEMENT

This Agreement is entered into as of the date set forth below between

SPECIALIZED CLINICAL SERVICES, INC., a California corporation, having a

principal place of business at 15612 Alton Parkway, Suite 200, Irvine,

California 92618 ("SCS"), and CORAM, INC. ("Licensee"), a Delaware corporation,

having a principal place of business at 1675 Broadway, Suite 900, Denver,

Colorado 80210.

R E C I T A L S:

A. SCS has developed a family of software modules providing

comprehensive software support for pharmaceutical services, which is more

particularly described on Exhibit A, attached hereto (the "SOFTWARE").

B. Licensee desires to acquire a license to obtain, use, modify,

and enhance the Software for which rights to the source code and object code is

granted.

C. The license and rights granted hereunder shall include

software maintenance provided by SCS pursuant to the terms of maintenance of SCS

contained herein.

D. Pursuant to a Software Development Agreement of even date

herewith (the "Software Development Agreement"), the parties have agreed upon

the terms and conditions governing the development of certain modifications and

enhancements, if any, to the Software that are jointly funded by SCS and

Licensee.

E. The execution and delivery of this Agreement is a condition to

obtaining a license to the Software from SCS.

In consideration of the mutual terms, covenants and conditions set

forth herein, the parties hereto agree as follows:

1. DEFINITIONS. As used herein, the following terms shall have

the meanings given below:

1.1 "Affiliates" shall mean corporations, business

entities or contractual partners of Licensee which Control, are Controlled by,

or are under common Control with Licensee, where "Control" means direct or

indirect ownership of at least fifty percent (50%) of the outstanding economic

and voting interests in such corporation, business entity or contractual

partner, or such lesser ownership interest that SCS may agree to in writing for

specific corporations, business entities or contractual partners.

1.2 "Authorized Users" shall mean employees of Licensee

or its Affiliates, and contractors, subcontractors, independent providers and

businesses with whom Licensee has a business, consulting or other relationship

to use the Software to aid in the processing of Licensee's business as

authorized in this Agreement at Licensee's, its Affiliates or its approved DBA

locations specified on Exhibit C.

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1.3 "Coram Doing Business As Names" or "DBA" shall mean

the various names under which Licensee or its Affiliates does business and has

rights of license for Software use as specified in Exhibit C attached hereto.

Licensee shall have the right to change and/or expand approved Doing Business As

Names upon written notice to SCS. Except as may otherwise specifically be

permitted hereunder, approved Doing Business As Names shall not include any

physical location which is not owned or leased by Licensee or its Affiliates.

1.4 "Intellectual Property Rights" or "IPR" shall mean,

with respect to any technology, (i) all rights, title and interest in and to any

patent, letters patent, industrial model, design patent, petty patent, patent of

importation, utility model, certificate of invention and/or other indicia of

inventorship and/or invention ownership, and any application for any of the

foregoing, and including any such rights granted upon any reissue, division,

continuation or continuation in part applications now or hereafter filed,

related to any such application; (ii) all right, title and interest in and to

all trade secret rights arising under the common law, state law, federal law or

laws of any foreign country; (iii) all right, title, interest in and to all

trademarks, trade names and service marks; (iv) all copyright rights and all

other literary property and/or other rights of authorship; (v) all right, title

and interest in and to all know how and show how, in each case, with respect to

the subject technology.

1.5 "Licensee Modifications" shall mean all fixes,

changes, additions enhancements and modifications made by Licensee to the

Software as permitted herein and which do not constitute Joint Enhancements.

1.6 "Joint Enhancements" shall mean all fixes, changes,

additions, enhancements or modifications that are made to or become part of the

Software that are jointly funded by SCS and Licensee pursuant to the terms of

the Software Development Agreement or any other agreement.

1.7 "SCS Enhancements" shall mean all fixes, changes,

additions, enhancements or modifications made by SCS with the purpose of

correcting, modifying, or enhancing the Software. SCS Enhancements shall not

include new features or functions that may be offered as options or additions to

the Software for additional license fees.

1.8 "Object Code" shall mean the code generated from the

Source Code through the use of a compiler and/or interpretative and executable

code, which jointly constitute in machine-readable form, the Software set forth

in Exhibit A hereto under the heading "Object Code Licensed Software", whether

contained in magnetic or other form of electronic storage medium or other

tangible storage medium, including any derivative works, upgrades, updates,

improvements or modifications thereof.

1.9 "Software" shall mean the most current version of the

family of software modules providing comprehensive software support for

pharmaceutical services, including certain third party software, as more

particularly described in Exhibit B attached hereto, together with SCS

Enhancements that may be provided to Licensee as provided in Section 7 below,

together with "Joint Enhancements" that may be developed pursuant to the terms

of the Software Development Agreement between the parties.

1.10 "Source Code" shall mean the code in human readable

form for the Software, including, but not limited to, the files and other

materials set forth in Exhibit A hereto under the heading "Source Code Licensed

Software", which shall include all available and necessary information

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and documentation to enable a reasonably skilled computer programmer to

understand, compile, build, maintain, update, and modify such Software, whether

contained in either magnetic or other form of electronic storage medium or other

tangible storage medium, including any derivative works, upgrades, updates,

improvements or modifications thereof.

1.11 "Third Party Software" shall mean items included in

the Software which are provided by third parties and sublicensed by SCS to

Licensee, as specified in Exhibit B attached hereto.

1.12 "Deliverables" shall mean the items that SCS shall

deliver to Licensee, including, without limitation, Source Code and Object Code

for the Software, and the SCS Enhancements.

1.13 "Error" shall mean any failure of the Software to

conform, in all material respects, to the Specifications.

1.14 "Services" shall mean the services provided by SCS to

Licensee pursuant to Sections 7 and 8 of this Agreement.

1.15 "Specifications" shall mean the written functional

specifications for the Software set forth in the specifications, user manuals,

and other documentation delivered by SCS to Licensee, including without

limitation the documents listed in or attached hereto as Exhibit G.

2. LICENSE GRANT.

2.1 Source Code License. SCS hereby grants to Licensee

and its Affiliates, a non-exclusive, non-transferable (except as set forth in

Section 13), worldwide license (without the right to sub-license) to use and

copy the Source Code in accordance with the terms of this Agreement for internal

purposes solely to develop Licensee Modifications in object code to support the

business of Licensee. SCS and Licensee acknowledge and agree that such license

shall be perpetual and irrevocable except upon termination of this Agreement in

accordance with Section 11 below. The Source Code may not be used by Licensee

for any other purpose. The Source Code shall not be delivered to Licensee until

Licensee has accepted the Software as provided in Section 3.1(c) below.

2.2 Object Code License. SCS grants Licensee and its

Affiliates a nonexclusive non-transferable (except as set forth in Section 13),

worldwide license (without the right to sublicense except as provided in Section

2.3 below) to use and copy the Object Code in accordance with the terms of this

Agreement, and any related IPR delivered by SCS in connection with the Software

for internal purposes. SCS and Licensee acknowledge and agree that such license

shall be perpetual and irrevocable except upon termination of this Agreement in

accordance with Section 11 below.

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2.3 Remote and Third Party Access.

(a) The Software shall be located on one or more

servers, which are physically located on premises owned or leased by Licensee or

its Affiliates. However, the Object Code Software may be accessed remotely by

Authorized Users by laptop or portable computers, or PDA's through a dial up,

Internet or intranet connection provided by Licensee or its Affiliates. Licensee

will use commercially reasonable best efforts to provide a secure environment to

protect the Software from inappropriate access not authorized by this Agreement.

The Software shall not be used for timesharing purposes or on a network other

than an internal network under the control of Licensee or its Affiliates.

(b) The license granted to Licensee and its

Affiliates as set forth in Section 2.2 above for the Object Code version of the

Software shall include the right of Authorized Users to access and use the

Software by remote access in accordance with the terms and provisions set forth

in Section 2.3(a) above. As a condition to any such use by an Authorized User

who is not an employee of Licensee or its Affiliates, such Authorized User shall

be required to execute a separate Acknowledgment of License Restrictions in the

form of Exhibit D attached hereto. Licensee shall use commercially reasonable

efforts to assure that the terms and provisions of such Acknowledgment or

License Restrictions are adhered to. In no event shall any such non-employee

Authorized User have access to the Source Code, except as provided in Section

2.3(c) below.

in this Agreement for use of the Source Code and Object Code version of the

Software shall include the right of software contractors and consultants with

whom the Licensee has a business arrangement to work with, assist, consult or

function as an extension of the Licensee's Management Information Systems

function to use and have access to the Software for the benefit of Licensee,

including for the purpose of preparing, or assisting Licensee in preparing

modifications and enhancements to the Source Code, subject to the restrictions

set forth in this Agreement. As a condition to any such access to the Software

by the contractors and consultants, they will be required to execute a separate

Acknowledgment of License Restrictions in the form of Exhibit D attached hereto.

Licensee shall be responsible for assuring access to the Source Code is

restricted to a need to know basis and that the terms and provisions of such

Acknowledgment of License Restrictions are adhered to. Licensee will be

responsible for any breach of such Acknowledgment of License Restrictions.

2.4 No Other Rights. Except as set forth in Section 5.2

below, no other rights or licenses are granted to Licensee under this Agreement

expressly, by implication, estoppel or otherwise. This Agreement does not

constitute a sale of any interest in any of the Intellectual Property Right or

other proprietary interest provided in the Software or any copy, derivative

work, upgrade, update, improvement or modification thereof.

2.5 Acceptance Testing.

Licensee, with the assistance of SCS, as may be required, has the right

to conduct acceptance tests to review and test Software and Deliverables to

determine if the Software conforms, in all material respects, to the

Specifications. At the time of delivery SCS and Licensee will determine the

target date for completion of the acceptance testing. Criteria to be considered

when determining the target date are whether the software is for production, to

be incorporated into a phase of the system currently being prepared for

implementation, or a component of a future phase to be implemented. In the event

Licensee, in its reasonable discretion and judgment, determines that the

Software does not

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conform, in all material respects, to the Specifications, Licensee shall notify

SCS, specifying in reasonable detail the reasons for the failure to accept the

Software and Deliverables. Following notification from Licensee of any such

rejection, the parties acknowledge and agree that they shall engage in expedited

discussions to resolve issues relative to the rejection. Following resolution,

if modifications to the Deliverables are required, SCS shall put forth a

commercially reasonable best faith effort to resolve the issues within the

timeframe reasonably required by Coram and resubmit them for further review and

inspection by Licensee. Licensee shall thereafter inspect and test the revised

Software and Deliverables and Licensee shall notify SCS of Licensee's acceptance

or rejection thereof in accordance with the foregoing. If, as a result of such

Licensee's acceptance tests, it reasonably rejects the Software and Deliverables

on two successive occasions, then Licensee may, at its option, provide

additional time to SCS to correct the Software and Deliverables or treat such

failure as a material breach of this Agreement by SCS.

3. Fees & Payment.

3.1 License Fees.

(a) In consideration of the Licenses granted in

Section 2 above, Licensee agrees to pay SCS a license fee of $1,600,000 that

shall be due and payable as follows:

$325,000, shall be paid by Licensee concurrently with the

execution of this Agreement. Thereafter, the remaining balance of $1,275,000

shall be payable in twenty-three (23) equal monthly payments of $55,435

commencing thirty (30) days from the date of the execution of this Agreement.

(b) In addition to the license fees payable

under Section 3.1(a) above, Licensee shall pay SCS the fees payable with respect

to the use by Licensee of the Third Party Software source data files specified

on Exhibit B attached hereto. Such fees shall be paid monthly, based upon the

use by Licensee, if any, of the Third Party Software source data files during

the prior month. SCS shall provide Licensee with such information as Licensee

may reasonably request to verify the amount of the fees charged SCS by such

Third Party Software vendors.

by Licensee ($216,667) paid by Licensee under this Agreement shall be fully

refunded to Licensee if, within ninety (90) days after initial delivery and

installation of the Software by Licensee, Licensee determines in its reasonable

discretion that the performance of the Software or the Services is not

acceptable pursuant to Section 2.5. In such event, SCS shall be entitled to

retain one-third of the initial license fee ($108,333) and this Agreement shall

terminate without any further duty, liability or obligation of either party to

the other party hereunder.

3.2 Support Fees. SCS shall provide Licensee with support

as provided in Section 7 below in consideration of payment of twenty-four (24)

monthly support fees of $12,500, commencing nine (9) months from the date of the

execution of this Agreement and ending thirty-three (33) months following the

date of the execution of this Agreement. For the purposes of this Agreement, the

period commencing upon the execution of this Agreement and ending thirty-three

months following the execution of this Agreement, for which support is included,

shall be defined as the "Thirty-Three Month Period". Following the expiration of

the Thirty-Three Month Period for which support is included, Licensee may elect,

in its sole discretion, to continue support as provided herein for the payment

of a monthly support fee of $12,500. The monthly support fee shall be

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payable in advance on the first day of each month commencing upon the expiration

of the Thirty-Three Month Period and continuing for such period as Licensee

desires continued support. SCS may increase the monthly support fee upon at

least sixty (60) days prior written notice to Licensee. Increases may not exceed

ten percent (10%) during any twelve (12) month period. Any payment not received

within thirty (30) days will be subject to 1.0% interest per month until paid.

3.3 General. All fees payable pursuant to this Agreement

shall be paid in U.S. Dollars. Licensee shall be responsible for and shall pay

any applicable sales, use, value-added, or other taxes, freight, customs,

duties, or other fees or charges related to the licensing fees and support fees

for the Software, other than taxes levied on the net income of SCS.

4. TITLE TO AND RIGHTS IN THE SOURCE CODE AND SOFTWARE.

Except as set forth in Section 5.2 below, all right, title and

interest in and to the Source Code, the Software and all documentation related

thereto, and the media on which the same are furnished to Licensee, and all

copyrights, patents, trademarks, service marks or other Intellectual Property

Rights relating thereto, are and shall remain solely with SCS. Licensee

acknowledges that, except as set forth in Section 5.2 below, no such right,

title or interest in or to the Source Code, the Software and related

documentation is granted under this Agreement and that no such assertion shall

be made by Licensee. Licensee is granted only a limited right of use of the

Source Code, the Software and related documentation as set forth herein, which

right of use is not coupled with an interest and is revocable in accordance with

the terms of this Agreement.

5. TITLE TO AND RIGHTS IN IMPROVEMENTS OR ENHANCEMENTS TO THE

SOFTWARE.

5.1 SCS Enhancements or Joint Enhancements. All right,

title and interest in and to any SCS Enhancements and Joint Enhancements made by

SCS or Licensee to the Software or the Source Code, and all copyrights, patents,

trademarks, service marks or other Intellectual Property Rights relating thereto

are and shall remain exclusively with SCS; provided, however, that Licensee

shall retain the non-exclusive license to use any and all such SCS Enhancements

or Joint Enhancements. Use of the SCS Enhancements shall be subject to the same

terms and conditions that govern Licensee's use of the Software and Source Code.

Rights and title to and use of the Joint Enhancements or software developed

pursuant to the terms of the Software Development Agreement shall be governed by

the terms of the Software Development Agreement.

5.2 Licensee Modifications. In the event that Licensee

shall develop any Licensee Modifications of the Software or Source Code that do

not constitute a Joint Enhancement, Licensee shall retain all right, title and

interest in and to such software, and all copyrights, patents, trademarks,

service marks or other intellectual property or proprietary rights relating

thereto. Licensee, in its sole discretion, may grant to SCS a license to use,

modify, sublicense and distribute any such Licensee Modifications on such terms

and conditions, including appropriate royalty fees, if any, as the parties may

mutually agree upon. In no event shall Licensee grant to any third party, other

than an Authorized User, any license or right to use any such Licensee

Modifications without first giving SCS the opportunity to obtain such a license

on terms and conditions no less favorable than those proposed to be offered by

Licensee to any such third party.

5.3 No Obligation to Support Licensee Modifications. Once

every six months during the term of Agreement, SCS shall have the right to

inspect and audit the Licensee

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Modifications to the Source Code or the Software. Such inspections and audits

shall take place during Licensee's normal business hours and upon at least seven

(7) days prior written notice from SCS to Licensee, and shall not unreasonably

interfere with Licensee's business. Licensee acknowledges that SCS shall have no

obligation to support any Licensee Modification to the Source Code or the

Software; provided, however, that Licensee shall continue to receive SCS

Enhancements and shall continue to receive support pursuant to Section 7 for

components of the Software not modified by Licensee. Licensee agrees to

indemnify and hold SCS harmless from and against any liability, loss, cost or

expense suffered or incurred by SCS as a result of third-party claims to the

extent they are based upon any such Licensee Modification.

6. RESTRICTIONS.

Licensee will provide its own hardware and maintenance for

hardware on which the Software will be used. Licensee shall be solely

responsible for maintaining all of Licensee's data files. Licensee further

agrees to be solely responsible for the use of the Software by Licensee, and to

ensure proper use in accordance with the laws and regulations of all local,

state and federal agencies in all jurisdictions in which Licensee conducts its

business. SCS shall not be responsible for any clinical or technical application

of the Software in the practice of pharmacy, nursing, or medicine. Licensee

agrees to indemnify SCS and hold it harmless from and against any liability,

loss, cost, claim or expense, including reasonable attorneys' fees, arising from

third-party claims to the extent that such claims are based upon any action or

inaction by or on behalf of Licensee, its employees, independent physicians or

home care providers, and such claims do not arise from the failure of the

Software to perform in accordance with the Specifications. Each party agrees to

maintain general liability insurance in effect with minimum coverage amounts of

$1 million per occurrence and $3 million in the aggregate per year, and each

party shall, upon request by the other partyname the other partyas an additional

insured on its general liability insurance policy. Such insurance shall not

include coverage for errors or omissions with respect to the services and

materials provided by SCS hereunder.

7. SUPPORT:

(a) Technical Support. SCS shall provide Licensee with

ongoing Software maintenance and support services ("Technical Support") during

the term of this Agreement for which Licensee elects to pay support fees

pursuant to Section 3.2. The initial license and support includes support during

the Thirty-Three Month Period (as defined in Section 3.2 above).. Continuation

of support shall be conditioned upon payment of the support fees as provided in

Section 3.2 above. Such Technical Support shall include a license for all SCS

Enhancements made by SCS during the term of support. SCS Enhancements shall not

include new features or functions that may be offered as options or additions to

the Software for additional license fees. In addition, during the term of

Technical Support, SCS shall use its commercially reasonable best efforts to

correct Errors in the Software. Upon reporting by Licensee of an Error, Licensee

and SCS will collectively determine the severity level for such Error, and SCS

will respond to Errors according to the following severity levels:

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Severity Level Description Response

-------------- ----------- --------

Level 1 An Error which prevents or SCS will use all reasonable

substantially delays or impairs the business efforts to respond to the

performance of an important report of the Error within one (1)

</TABLE>

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<TABLE>

business function, or which results hour and to resolve the Error to

in destruction of data, the bring the Software back to a working

suspension of operation of the condition as soon as possible.

Software or a significant portion

thereof, a loss of substantial

functionality, or the production of

materially erroneous results.

Level 2 An Error which prevents, delays, or SCS will use all reasonable business

impairs performance of a business efforts to respond to the report of

function, including without the Error by the next business day to

limitation an inability to use the resolve the Error within five (5)

Software, an inability to back up business days.

data, a loss of significant

functionality, a significant

degradation of response time or

throughput, or the production of any

erroneous results.

Level 3 An Error not sufficiently serious to SCS will use reasonable efforts to

constitute a Level 1 or Level 2 resolve the Error in the next release

Error. of the Software.

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(b) Telephone Support. In addition, during the period for

which SCS provides Technical Support, SCS will provide up to ninety (90) days of

telephone support upon the initiation of the implementation project of each

stage of the Software, as specified in Exhibit E, attached hereto, that is

implemented as reasonably required by Licensee at no additional charge. SCS

shall be available twenty-four (24) hours per day, each and every day (including

weekends and holidays), by telephone, in order to respond to inquiries from

Licensee, furnish information and render assistance to Licensee, and resolve all

problems and issues arising in the operation of the Software. After the ninety

(90) day periods, SCS will respond to inquiries relating to Technical Support

for an Error at no additional charge during the term of Technical Support;

provided, however, that direct telephone inquiries of a technical, clinical or

software nature which are determined not to be related to an Error shall be

invoiced at the then current hourly consulting fee, or at such fees as the

parties may agree for each hour of consulting support services rendered, as

provided in Section 8 below. The obligations of SCS to provide telephone support

shall terminate concurrently with the termination of Technical Support

hereunder.

workmanlike and professional manner, and with a level of skill, diligence, care

and expertise commensurate with that of a skilled consultant in the

pharmaceutical software support field, with expertise in implementation of such

software and training in such software.

8. TRAINING AND CONSULTING SUPPORT SERVICES:

SCS will provide Licensee with training for the modules

included in the Software or other consulting for support at the currently hourly

consulting fee outlined below. Licensee shall be solely responsible for travel,

lodging and other expenses of its employees incurred in connection with the

training. The initial training shall be equivalent to a three-week period

whereby SCS, at no additional charge to Licensee, shall train the personnel of

Licensee who shall be responsible for

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training Licensee's users. Licensee may defer all or a portion of such no

additional charge training for subsequent training on SCS related Software and

Deliverables, including, without limitation, the Joint Enhancements. The

training, consulting and support services shall be paid by Licensee on an hourly

or daily rate at its then current rates, or at such rates as the parties may

agree. The current SCS consulting rates are $150 per hour, which may be

increased by SCS only upon at least sixty (60) days' prior written notice to

Licensee, not more than once per year, and not to exceed ten percent (10%) per

year; plus incurred expenses pursuant to Exhibit F, to the extent that such

expenses are incurred by SCS in the process of fulfilling its obligations to

Licensee under this Agreement. If SCS travels to a Licensee site to perform

training or other services, SCS acknowledges and agrees that it shall adhere to

the Coram Healthcare Corporation travel policy, included in Exhibit F.

9. RESTRICTIONS ON COPYING AND USE.

(a) Licensee may make such number of copies of the Object

Code Software and the related documentation as is reasonably necessary for

Licensee to exercise its license and rights to use the Software as provided

herein. Licensee must include the copyright and/or proprietary notice of SCS on

each copy of the Software, or documentation made by Licensee. Except as

permitted by Section 13, in no event shall Licensee sublicense, sell, transfer

or assign the Software, or IPR, or any portion thereof, it being understood that

this license is an end-user internal use license only. Any attempt at the

sublicense, sale, transfer or assignment of the Software, or IPR in violation of

this Agreement shall be null and void. Upon any termination of this Agreement,

Licensee agrees to return to SCS all disks or other media containing the

Software, and all updates thereto, together with all other documentation and

written information provided by SCS hereunder. In addition, following any

termination of this Agreement, Licensee agrees that it shall not use any

confidential information set forth in the Software, or any updates thereto, or

any other proprietary or confidential information of SCS, in violation of the

provisions of Section 10 below.

(b) Licensee is prohibited from distributing,

transferring possession of, or otherwise making available the Source Code or

related documentation to any person other than employees, contractors or

consultants of Licensee who have a need of access to the Source Code for the

purpose of preparing, or assisting Licensee in preparing, modifications and

enhancements to the Source Code as provided herein under the terms and

conditions of this Agreement and who have executed a written Acknowledgment of

License Restrictions in the form of Exhibit D attached hereto. Except as

permitted in Section 9(c) below, Licensee is prohibited from installing the

Source Code for use on any workstation or computer not within the property owned

or leased by Licensee or its Affiliates. Licensee shall advise all such

authorized employees, contractors or consultants that they are prohibited from

reproducing, distributing, transferring possession of or otherwise making

available copies of the Source Code or related documentation and from using or

installing the Source Code or on any computer at any other location.

Code as is reasonably necessary to support the development and implementation of

the Software and the training of Licensee's authorized employees, contractors or

consultants who have a need to have access to the Source Code. Following the

initial development, implementation and training activities of Licensee,

Licensee may have up to a total of five (5) copies of the Source Code, and

related documentation; provided, however, that all copies of the Source Code and

related documentation shall be maintained at a secure location on the premises

of Licensee or its Affiliates, or such other location as SCS may specifically

approve in writing, which approval shall not be unreasonably withheld. Licensee

will maintain at least one copy of the Source Code containing only code provided

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by SCS. All authorized copies of the Source Code, the Software and related

documentation shall contain all copyright notices or proprietary legends

specified by SCS.

(d) Licensee shall have the right to create and maintain

one (1) additional copy of the Source Code and Software at a third-party

disaster recovery center, and to use the Source Code and Software on machines

located at such center for testing purposes and for productive purposes in the

event that Licensee is unable to use the Source Code or Software on the machines

on which it regularly uses the Source Code or Software.

10. CONFIDENTIALITY.

(a) Licensee hereby acknowledges that the Source Code,

the Software, and related documentation contain, and all SCS Enhancements

thereof will contain, confidential and trade secret material. Licensee agrees to

maintain the confidentiality of the Source Code, the Software, and related

documentation and to protect as a trade secret the Source Code, the Software,

and related documentation by preventing any unauthorized copying, use,

distribution, installation or transfer of possession of the Source Code, the

Software, or related documentation. The confidentiality obligations of Licensee

shall not apply to any information which: (i) becomes part of the public domain

through no action of Licensee; (ii) is acquired by Licensee from a third party

without any breach of this Agreement by Licensee and otherwise not in violation

of SCS's rights; (iii) was already known by Licensee, without restriction, prior

to the disclosure thereof to Licensee by SCS, as demonstrated by files in

existence at the time of disclosure; or (iv) is disclosed pursuant to the order

or requirement of a court, administrative agency, or other governmental body;

provided, however, that Licensee shall use all reasonable efforts to provide

prompt, written, and sufficient advance notice thereof to SCS to enable SCS to

seek a protective order or otherwise prevent or restrict such disclosure.

(b) SCS hereby acknowledges that during the term of this

Agreement, SCS may have access to Licensee's trade secrets, know-how and other

proprietary or confidential information that is not generally available to the

public, and that such Licensee confidential information has special and unique

value to Licensee. SCS specifically acknowledges that all data relating to

patient information, personnel or employee benefits furnished by or collected

from Licensee or from the operation of the Software under this Agreement, shall

be owned exclusively by Licensee and constitute confidential information of

Licensee. SCS agrees that it shall not, in any manner, use, disclose or divulge

such confidential information of Licensee to any person or entity, or for the

benefit of any person or entity, without the prior written consent of Licensee.

The confidentiality obligations of SCS shall not apply to any information which:

(i) becomes part of the public domain through no action of SCS; (ii) is acquired

by SCS from a third party without any breach of this Agreement by SCS and

otherwise not in violation of Licensee's rights; (iii) was already known by SCS,

without restriction, prior to the disclosure thereof to SCS by Licensee, as

demonstrated by files in existence at the time of disclosure; or (iv) is

disclosed pursuant to the order or requirement of a court, administrative

agency, or other governmental body; provided, however, that SCS shall use all

reasonable efforts to provide prompt, written, and sufficient advance notice

thereof to Licensee to enable Licensee to seek a protective order or otherwise

prevent or restrict such disclosure.

Agreement, it shall not use, and it shall keep strictly confidential and hold in

trust all confidential information of the other and take all reasonable

precautions to protect the confidential information of the other, including to

maintain at least the same procedures regarding the other's confidential

information that such party maintains with respect to its own confidential

information, but in no event less than a reasonable

<PAGE>

degree of care. Without limiting the generality of the foregoing, neither party

shall permit any personnel to remove any proprietary or other legend or

restrictive notice contained or included in any material provided by the other,

and neither party shall permit its personnel to reproduce or copy any such

material except as expressly authorized hereunder.

(d) Each party acknowledges that any use or disclosure of

the other party's confidential information in a manner inconsistent with the

provisions of this Agreement may cause irreparable damage to the other party,

for which remedies other than injunctive relief may be inadequate, and each

party agrees that the other party may request injunctive or other equitable

relief seeking to restrain such use or disclosure.

(e) HIPAA ASSURANCES.

(i) SCS Assurances. Except as expressly

permitted under the terms of this Agreement, and subject to this Section 10(e),

SCS is entitled to no personally identifiable or aggregate patient or other

medical information defined as Protected Health Information ("PHI") in the

Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). In any

event, should SCS receive or otherwise be exposed to PHI in connection with its

performance under this Agreement, SCS shall comply with federal and other

applicable laws in effect from time to time relating to the confidentiality and

security of PHI. Accordingly, the parties to this Agreement make the following

assurances with respect to PHI disclosed or received pursuant to this Agreement:

(A) Not to use or further disclose the

PHI other than as permitted or

required by this Agreement;

(B) Not to use or further disclose the

PHI in a manner that would

otherwise violate the requirements

of HIPAA if it had been done by

Licensee;

necessary to prevent use or

disclosure of the PHI other than as

provided for by this Agreement;

(D) To report to Licensee any use or

disclosure of PHI not provided for

by this Agreement of which SCS

becomes aware;

(E) To ensure that any subcontractors

or agents to whom the party

provides PHI received from Licensee

pursuant to this Agreement agree to

the same restrictions and

conditions that apply to said party

with respect to such information,

including without limitation the

restrictions and conditions of this

Section 10(e);

(F) To make available PHI in accordance

with the individual's rights, as

required under the HIPAA

regulations;

(G) To make its internal practices,

books, and records that relate to

the use and disclosure of PHI,

received from Licensee pursuant to

this Agreement, available to the

Secretary of Health and Human

Services for purposes of

determining Licensee's compliance

with HIPAA;

(H) At termination of this Agreement,

to return or destroy all PHI

received from Licensee pursuant to

this Agreement that SCS still

maintains in any form and retain no

copies of such

<PAGE>

information, or if return or

destruction is not feasible, SCS

shall continue to extend

protections of this Section to such

information, and limit further use

of such PHI to those purposes that

make the return or destruction

infeasible, for so long as SCS

maintains such PHI; and

(I) To incorporate any amendments or

corrections to PHI when notified.

(ii) Termination Rights of Covered Person. If

Licensee falls within the definition of a Covered Entity under HIPAA, either

party shall be entitled to terminate this Agreement immediately if such party

determines that the other party has violated a material term of this Agreement,

including the assurances of this Section 10(e), and fails to cure such violation

within thirty (30) days of written notice thereof.

(iii) Notice to Individuals. To the extent that

Licensee is required to provide notice to individuals, the parties may not use

or disclose PHI of such individual in a manner inconsistent with such notices,

except as provided for by HIPAA.

(iv) De-Identified Data. Nothing in this Section

10(e) shall preclude the disclosure of de-identified information provided that

the de-identification process conforms to the requirements of 45 C.F.R. Section

164.514(b) and such use or disclosure shall not result in the use or disclosure

of PHI.

(v) Mitigation Procedures. In the event that PHI

is disclosed by SCS in violation of this Agreement, SCS shall promptly take (a)

corrective action to mitigate, to the maximum extent practicable, any

deleterious effect from the use or disclosure of PHI; and (b) any action

pertaining to such unauthorized disclosure required by applicable federal and

state law.

(f) The terms and provisions of this Section 10 shall

survive any termination of this Agreement for any reason.

11. TERM.

The licenses granted under this Agreement shall be effective

commencing on the date hereof and shall continue until terminated as provided

herein. Licensee may terminate this Agreement, with thirty (30) days' prior

written notice, by returning all copies of the Source Code Software, and related

documentation to SCS. This Agreement may be terminated by SCS at its option

immediately upon thirty (30) days' prior written notice, if Licensee fails to

comply with any material term or condition of this Agreement, including without

limitation, the failure to make any payment when due as provided in Section 3.2

above, and Licensee does not correct such failure within such thirty (30) day

period (the "Cure Period"), provided that such notice of termination shall

specifically identify the alleged failure or failures. If, in the reasonable

judgment of SCS, any such material breach of this Agreement by Licensee cannot

be cured by Licensee during the Cure Period, despite Licensee's good faith and

reasonable business efforts, SCS agrees to extend the Cure Period to such period

of time as is reasonably necessary to allow Licensee to cure such material

breach, not to exceed an aggregate of ninety (90) days following the date of the

original notice. The parties acknowledge and agree that should Licensee elect

not to obtain and pay for additional support services following the termination

of the Thirty-Three Month Period, it shall not be considered a breach of this

Agreement. Licensee agrees that upon such termination, Licensee shall promptly

return to SCS all disks, files, and all other copies of the Source Code Software

and documentation.

<PAGE>

Upon termination, the obligations of the parties under Sections 9, 10, 12.6,

12.7 and 14 of this Agreement shall remain in force. No refund of the initial

license fee, the Software Support Fee or any other fees will be made upon the

termination of this Agreement by SCS for breach by Licensee.

12. LIMITATION OF WARRANTY AND DAMAGES.

12.1 No Third Party Software Warranty. With respect to

Third Party Software, SCS represents and warrants only that it is an authorized

value added reseller of the Third Party Software. SCS makes no other

representation or warranty concerning the Third-Party Software, whether express

or implied. SCS shall assign to Licensee all original manufacturers' or

developers' warranties covering the Third Party Software upon installation of

the Software. Upon the expiration of such warranties, it shall be the

responsibility of Licensee to enter into a maintenance agreement directly with

the manufacturer or developer or other third party maintenance organizations of

Licensee's choice. SCS shall have no duty or obligation with respect to the

maintenance of Third Party Software.

12.2 Software Warranty. SCS warrants that the Software

will perform, in all material respects, in conformance with the Specifications.

SCS warrants that the Software will process, report and display all dates,

including dates occurring before and after the year 2000, using a four-digit

year, and will handle all leap years correctly, including but not limited to the

year 2000 leap year. SCS warrants that the Services provided to Licensee under

Sections 7 and 8 shall be performed in a professional and workmanlike manner.

12.3 Warranty of Authority. SCS represents and warrants

that it has the right, power and authority to grant the rights and licenses

granted in this Agreement and fully perform its obligations hereunder, and that

the making and performance of this Agreement by SCS does not and shall not

constitute a material breach of any separate agreement, right or obligation

existing between SCS and any third party.

12.4 Compliance with Law. The Software shall comply in all

material respects with all applicable law, rules or regulations, including

without limitation the Health Insurance Portability and Accountability Act of

1996 (HIPAA) and regulations thereunder.

12.5 Software Integrity Warranty. SCS represents and

warrants to Licensee that no copy of the Software provided to Licensee shall

contain any Self-Help Code or any Unauthorized Code. "Self-Help Code" means any

back door, time bomb, drop dead device, or other software routine designed to

disable a computer program automatically with the passage of time or under the

positive control of a person other than a licensee of the program, but shall not

include software routines in a computer program designed to permit a person

acting by authority of a licensee to obtain access to such licensee's computer

system(s) (e.g., remote access via modem) for purposes of maintenance or

technical support. "Unauthorized Code" means any virus, Trojan horse, worm, or

other software routines or hardware components designed to permit unauthorized

access, or to disable, erase, or otherwise harm software, hardware, or data.

12.6 Intellectual Property Warranty. SCS represents and

warrants that to the best of its knowledge the Software does not and will not

infringe or violate any United States trademark, copyright, patent, trade secret

or proprietary information rights of any third party. SCS agrees to indemnify,

defend and hold harmless Licensee and its Affiliates, officers, directors,

agents, and

<PAGE>

employees from all claims by third parties relating to or arising from the

infringement by the Software of United States patents, copyrights, trademarks

and trade secrets or other proprietary information rights of any third party

located in the United States; provided, however, that Licensee gives SCS prompt

written notice of any such claim, tenders the defense (including the right of

settlement) of any such claim to SCS and provides SCS with all reasonable

cooperation for the defense or settlement of the claim. The failure of Licensee

to give SCS prompt written notice shall not limit the obligation of SCS, unless

SCS shall be prejudiced by such failure. If SCS receives notice of an alleged

infringement or if Licensee's use of the Software is prevented by permanent

injunction, SCS may, in its sole option and expense, (i) procure for Licensee

the right to continue the use of the Software, or (ii) provide Licensee with a

version of the Software that substantially conforms with the specifications

thereof that is not infringing, or (iii) refund to Licensee all payments made by

Licensee to SCS for license fees less reasonable amortized portion of the

license fee based on the time of use by Licensee (excluding support or other

non-related fees) pursuant to this Agreement. In no event will SCS have any

liability for any claim of infringement which is based upon the combination or

use of the Software with hardware, software or data where the infringement would

not be caused by use of the Software alone, modification of the Software by

Licensee if such claim would have been avoided by use of the unmodified

Software, or use of other than the most current release of the Software if such

claim would have been avoided by the use of the most current release. The rights

granted to Licensee under this Section 12.6 are Licensee's sole and exclusive

remedy for any alleged breach of the warranty in this Section 12.6.

12.7 Limitations. EXCEPT AS SET FORTH ABOVE, SCS MAKES NO

OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED

WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT

SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR

INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH

PARTY SHALL HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. The

foregoing limitation shall not apply to obligations of SCS under Section 12.6.

13. Assignment.

Licensee may not sublicense or assign any interest in this

Agreement, including, without limitation, the license for the Software, or

related documentation; provided, however, that: (i) Licensee may assign this

Agreement to an Affiliate, to a successor in interest, or to a purchaser of all

or substantially all of its assets; or (ii) Licensee may assign this Agreement

to a third party, in each case only with the prior written consent of SCS (which

shall not be unreasonably withheld) and payment of the then current license

transfer fee, provided, however, that no license transfer fee shall be required

for Licensee to assign this Agreement to an affiliate or if Licensee assigns

this Agreement or any licenses granted under this Agreement to a successor in

interest or a third party following the expiration of the Thirty-Three Month

Period (as defined in Section 3.2 above). Notwithstanding the foregoing, no

consent of SCS or payment of a license transfer fee shall be required for any

assignment of this Agreement contemplated by a Chapter 11 Plan of

Reorganization. Any attempt by Licensee to assign or transfer this Agreement in

violation of this provision is void.

<PAGE>

14. General.

This Agreement constitutes the entire agreement and

understanding between the parties and may be amended only in writing, signed on

paper by authorized representatives of both of the parties. This Agreement shall

be governed and interpreted according to the laws of the State of California,

U.S.A., without regard to conflicts of law provisions thereof. To the maximum

extent permitted by applicable law, the provisions of the Uniform Computer

Information Transactions Act ("UCITA"), as it may have been or hereafter may be

in effect in any jurisdiction, shall not apply to this Agreement. This Agreement

is governed by Section 365(n) of Title 11, United States Code (the "Bankruptcy

Code"), and that if SCS, as a debtor-in-possession or a trustee in bankruptcy in

any case under the Bankruptcy code rejects this Agreement, Licensee may elect to

retain its rights hereunder to the licenses granted by SCS as provided in

Section 365 (n) of the Bankruptcy Code. Any action, controversy or proceeding

relating to this Agreement shall be brought in the appropriate state or federal

court located in Orange County, California, U.S.A., and each party hereby

irrevocably consents to the jurisdiction of such court. This Agreement shall be

binding upon and shall inure to the benefit of the parties' respective permitted

successors and assigns. If any legal action or proceeding is brought for the

enforcement of this Agreement, the successful or prevailing party shall be

entitled to recover reasonable attorneys' fees and other reasonable costs

incurred in that action or proceeding, in addition to any other to which relief

it may be entitled. If any legal action or proceeding is brought for the

enforcement of this Agreement, the successful or prevailing party shall be

entitled to recover reasonable attorneys' fees and other costs incurred in that

action or proceeding, in addition to any other relief to which it may be

entitled. The failure of either party to insist upon or enforce strict

performance by the other party of any provision of this Agreement or to exercise

any right under this Agreement shall not be construed as a waiver or

relinquishment to any extent of such party's right to assert or rely upon any

such provision or right in that or any other instance; rather, the same shall be

and remain in full force and effect. The parties acknowledge and agree that in

the performance of this Agreement, they shall comply with all applicable

federal, state and local laws and regulations. This Agreement may be executed in

one or more counterparts, all of which shall be considered one and the same

instrument.

<PAGE>

]

IN WITNESS THEREOF, the parties have executed this Agreement as of the

dates set forth below.

LICENSEE:

By: /s/ Allen J. Marabito Dated: December 1, 2003

---------------------------------------

Printed Name: Allen J. Marabito

Title: Executive Vice President

Address: 1675 Broadway, Suite 900

Denver, Colorado 80202

By: /s/ Arlin M. Adams

---------------------------------------

Arlin M. Adams, Chapter 11 Trustee

to the Bankruptcy Estates of Coram

Healthcare Corporation and Coram, Inc.

SPECIALIZED CLINICAL SERVICES, INC.

By: /s/ Roger S. Klotz Dated: December 19, 2003

---------------------------------------

Printed Name: Roger S. Klotz, R.Ph.

Title: President & CEO

<PAGE>

EXHIBIT A

FAMILY OF SOFTWARE MODULES

1. Admissions and Authorizations

2. Pharmacy Module

3. Pharmacokinetics (when available as web based application)

4. Equiptrax

5. Contracts, Pricing, and Reimbursement (reimbursement schedule module in

process of completion)

6. Tickler Notifications

7. System Administration (Application Security)

8. Master Files and Tables

9. Standard Reports (includes labels, letter, reports, and Crystal Reports

Run Time License)

10. Data Dictionary

11. Patient Electronic Medical Record

<PAGE>

EXHIBIT B

SOURCE DATA FILES PROVIDED BY SCS

<TABLE>

RESPONSIBLE FOR PROCURING,

SOURCE FILE NAME LICENSING COMMENTS

---------------- -------------------------- --------

AHFS SCS SCS researching pricing.

First Data Bank (FDB) Blue SCS Used in application for claims

Book pricing, SCS researching pricing.

Medical Economics Red Book SCS Used in application for claims

by NDC pricing, SCS researching pricing.

Facts & Comparisons AWP SCS Used in application for claims

pricing, SCS researching pricing.

Red Book AWP by J Code SCS Contains AWP Statistics by Jcode,

NDC code). Used in application

for claims pricing, SCS

researching pricing.

ICD9 SCS Codes supplied/updated by SCS via

application release process.

Obtained from AMA.

Baxa Interface SCS Compounder Interface for Pharmacy

Module

Baxter Interface SCS Compounder Interface for Pharmacy

Module

</TABLE>

<PAGE>

EXHIBIT C

NAMES AND LOCATIONS OF COMPANIES OR

AFFILIATES CLASSIFIED AS DOING BUSINESS WITH CORAM

<TABLE>

<S> <C>

Coram Healthcare Corporation Subsidiaries & Affiliates Partnerships and Joint Ventures

Coram Alternate Site Services, Inc. ABC Infusion Therapy

Coram Healthcare Corporation of Alabama Coram Healthcare/Carolina Home Therapeutics

Coram Healthcare Corporation of Florida Kern Home Health Resources dba Coram Healthcare

Coram Healthcare Corporation of Greater D.C. SSM Infusion Services, LLC

Coram Healthcare Corporation of Greater New York Wilcor Health Services

Coram Healthcare Corporation of Indiana Wisconsin I.V. Affiliates, LLC

Coram Healthcare Corporation of Kentucky WIVA-Fox Valley, LLC

Coram Healthcare Corporation of Massachusetts

Tradenames

Coram Healthcare Corporation of Michigan

Coram Healthcare Corporation of Mississippi Coram Healthcare

Coram Healthcare Corporation of Nevada Coram

Coram Healthcare Corporation of New York Coram Hemophilia Services

Coram Healthcare Corporation of North Texas Coram Anti-infective Services

Coram Healthcare Corporation of Northern California Coram Transplant Services

Coram Healthcare Corporation of Rhode Island Coram Nutrition Services

Coram Healthcare Corporation of South Carolina Coram Chronic Disorders

Coram Healthcare Corporation of Southern California

Coram Healthcare Corporation of Southern Florida

Coram Healthcare Corporation of Utah

Coram Healthcare of Wyoming, LLC

Coram Homecare of Minnesota, Inc.

Coram Independent Practice Association, Inc.

Coram Pharmacy Limited

Coram Prescription Services, Inc.

Coram Resource Network, Inc.

</TABLE>

<PAGE>

EXHIBIT D

ACKNOWLEDGMENT OF LICENSE RESTRICTIONS

This Acknowledgment of License Restrictions is executed by the

undersigned as a condition to the undersigned's access to and use of the

Software licensed to Coram, Inc. ("Coram") pursuant to the terms and provisions

of that certain Specialized Clinical Services, Inc. Specialized Clinician(R)

System Source Code License and Support Agreement for Home Care Services (the

"License Agreement") between Specialized Clinical Services, Inc. ("SCS") and

Coram with reference to the following:

R E C I T A L S

A. SCS and Coram have entered into a License Agreement whereby

SCS has granted to Coram the right to use the Software described on Exhibit A

attached thereto (the "Software").

B. Coram desires that the undersigned have the right to have

access to and use the Software in connection with the undersigned's business and

business relationship with Coram by accessing the Software at Coram's or its

Affiliates sites (as defined in the License Agreement) by use a laptop, portable

computer PDA or through a dial-up, Internet or intranet connection provided by

Coram or its Affiliates.

C. SCS has agreed to the undersigned's use of the Software

subject to the restrictions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and for other good

and valuable consideration, the receipt and adequacy of which is hereby

acknowledged, the undersigned hereby agrees as follows:

1. Use of Software. The undersigned shall have the right to have

access to and to use the Software subject and conditioned upon compliance with

all of the terms, provisions and restrictions set forth in the License

Agreement. Upon any termination of the License Agreement, the undersigned's

right to have access to and to use the Software shall terminate concurrently

with the termination of the License Agreement.

2. Title. Except as otherwise set forth in the License Agreement,

title in and ownership of all rights in the Software and related documentation

(as such terms are defined in the License Agreement), medication protocols and

all other information or materials supplied by SCS, including all trademarks or

service marks related thereto, and all copies thereof, shall remain at all times

vested solely in SCS. In no event shall the undersigned take any action to

AGREEMENTS / CONTRACTS

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