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Exhibit 10.14
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 shall be ir
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