FIRST AMENDMENT TO LICENSE
AGREEMENT
This First
Amendment to License Agreement is made this 4
th day of October, 2006, by and between THE
CHILDREN’S HOSPITAL OF PHILADELPHIA, successor in interest to
UNIVERSITY CITY SCIENCE CENTER (“Licensor”) and
CARESCIENCE, INC. (“Licensee”).
Licensor and
Licensee are parties to a License Agreement dated July 30,
2001 (“License Agreement”) pursuant to which Licensor
licensed to Licensee 831 rentable square feet (the
“Premises”) located on the second floor of
Licensor’s building at 3550 Market Street, Philadelphia,
Pennsylvania (“Building”). The License Agreement
expires by its terms on October 5, 2006. Licensor has agreed
to extend the term of the License Agreement on the terms and
conditions set forth below.
Now, therefore,
intending to be legally bound hereby, Licensor and Licensee agree
as follows:
1. Term . Section 1 is hereby amended to provide
that the term of the License Agreement is extended for two
(2) months (“Extension Term”) and will expire
absolutely at 11:59 pm on December 5, 2006 (“Final
Expiration Date”), with no right of extension, holdover or
renewal. Licensee acknowledges that Licensee has been advised that
Licensor requires full possession of the Premises as of the Final
Expiration Date and will suffer material financial and operational
damages if Licensor cannot recover possession of the Premises by
the Final Expiration Date.
2. License
Fee . Section 3 is hereby amended to provide that the
monthly License Fee for the Extension Term shall be $5,000.00 per
month.
3. Expiration;
Security . As a condition to the effectiveness of this
Amendment, Licensee shall:
(a) deliver
to Licensor within five (5) days after the date hereof a
signed lease or license agreement (the “Relocation
Agreement”) for space into which Licensee intends to
relocate, with a commencement date no later than the Final
Expiration Date; and
(b) at
the time Licensee delivers a signed copy hereof to Licensor, pay to
Licensor the sum of Seventy Five Thousand Dollars ($75,000.00)
(“Security”), which Licensor shall hold in escrow, and
shall return to Licensee, without interest, if, and only if,
Licensee fully vacates the Premises and returns possession of the
Premises to Licensor in the condition required by Section 12
(as modified below) no later than the Final Expiration Date. If
Licensee fails to so vacate for any reason by the Final Expiration
Date, the Security sha
