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EXHIBIT 10.16
University City Science Center
LICENSE AGREEMENT
This LICENSE AGREEMENT (this "Agreement"), dated as of this 30 day
of
July, 2001, by and between UNIVERSITY CITY
SCIENCE CENTER (the "Licensor")
having an office at 3624 Market Street,
Philadelphia, PA 19104 and CARESCIENCE,
INC., (the "Licensee") whose present
address is 6th Floor, 3600 Market Street,
Philadelphia, Pennsylvania 19104
WITNESSETH:
WHEREAS, Licensor is the owner of a building located at 3550
Market
Street, Philadelphia, PA 19104 (the
"Building"); and
WHEREAS, Licensor desires to grant to Licensee and Licensee desires
to
obtain from Licensor a license to enter the
portion of the Building located on
the second floor consisting of 831 rentable
square feet as shown on Exhibit A
attached hereto and made a part hereof (the
"Premises").
NOW,
THEREFORE, in consideration of the mutual promises contained
herein, Licensor and Licensee agree as
follows:
1. Licensed Area. Licensor grants to Licensee and Licensee accepts
from
Licensor a revocable license (the
"License") to use the Premises, subject to the
terms and conditions contained herein.
2. Term. The term of the License granted hereby shall commence on
the
same date as the Lease between the Licensor
and Licensee for premises located at
7th Floor, 3660 Market Street,
Philadelphia, PA (the "Commencement Date") and
shall expire on midnight of the last day of
the five (5) year period following
the Commencement Date.
3. License Fee. The fee for the use of the Premises by Licensee
(the
"License Fee") shall be payable in advance,
in equal monthly installments of
$1,073.38 with the payment for the first
month (or portion thereof) due upon
execution of this Agreement and thereafter
on the first day of each month. If
the Commencement Date is not the first day
of a calendar month, or if this
License should terminate at any time other
than the last day of a calendar
month, the amount of License Fee due from
Licensee for the portion of such
month shall be proportionately adjusted
based on that portion of the month that
this License is in effect. If Licensee
fails to pay an installment of the
License Fee within five days after the date
when due, a late fee equal to 5% of
the past due installment may be assessed at
the option of the Licensor. The
parties hereto agree that such License fee
includes all charges to Licensee for
utilities, operating expenses and similar
changes, except for any utilities such
as telephone service for which Licensee
contracts independently.
4. Intentionally omitted.
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5 . Permitted Use. The Premises shall only be used for office
use,
research and development and laboratory use
in a manner consistent with the
purposes of the University City Science
Center as of the date hereof, which are
to stimulate scientific research and
development primarily in the Middle
Atlantic region of the United States; to
promote the economic growth and health
of that region by promoting the
establishment and expansion in the region of
business and industry oriented towards
science and research; and to encourage
the private sector to participate in these
endeavors and for no other purpose.
6. Condition of Premises. Licensor has made no representations to
the
condition of the Premises or the fitness or
availability of the Premises for any
particular use, and Licensee shall accept
the Premises in the configuration
shown on Exhibit A.
7. Right to Enter. Licensee shall have the right at Licensee's
expense
to secure the Premises with appropriate
locks and security devices consistent
with building standard elements.
Notwithstanding the foregoing, Licensor, its
agents (including, without limitation,
Licensor's building manager) or employees
shall be given the keys (and/or security
information) necessary in order for
Licensor to enter the Premises, and
Licensor, its agents (including, without
limitation, Licensor's building manager)
and employees may enter the Premises at
reasonable times including normal business
hours upon reasonable advance notice,
and at any time in the event of an
emergency, to: (a) exhibit the Premises to
prospective purchasers or Licensees of the
Building or the Premises; (b) inspect
the Premises to see that Licensee is
complying with its obligations hereunder;
(c) make repairs, alterations, improvements
and additions required of Licensor
under the terms hereof, or that are
advisable in Licensor's determination to
preserve the integrity, safety and good
order of all or any part of the Premises
or the Building, including any systems
serving the Building which run through
the Premises, or which may be necessary to
comply with applicable laws,
ordinances or other requirements of any
governmental entity or agency having
jurisdiction; (d) provide any services
required under this License; and (e)
remove any alterations, additions or
improvements made by Licensee in violation
of this Agreement.
8. Insurance and Indeminity. Licensee agrees that, at Licensee's
own
cost and expense, Licensee will procure and
continue in force the following
insurance coverage during the term of this
Agreement: general liability
insurance on an occurrence basis covering
any and all claims for injuries to
persons occurring in, upon, or about the
Premises, including any period during
which Licensee is engaged in making any
repairs or alterations to the Premises,
and including all damage to or from signs,
glass, awnings, fixtures, or other
appurtenances now or hereafter erected by
Licensee or erected on Licensee's
behalf, on or about the Premises during the
term of this Agreement, with minimum
limits of $3,000,000 for personal and
bodily injury to, or death of, any one
person; $3,000,000 for personal and bodily
injury to, or death of, more than one
than one person in one occurrence; and
$3,000,000.00 for property damage; and
such insurance shall also include
contractual liability coverage. Such insurance
shall be written with a company or
companies of recognized responsibility
authorized to engage in the business of
general liability insurance in the
Commonwealth of Pennsylvania. There shall
be delivered to Licensor: (i) at least
10 days prior to the day upon which this
Agreement shall commence, a certificate
of such insurance, and (ii) at least 10
days prior to the expiration of any
policy, a renewal or replacement of such
insurance, with proof satisfactory to
Licensor of the payments of premiums
therefore. All such policies shall name
Licensor (and any other party designated by
Licensor) as an additional insured,
and shall contain a provision that such
policies may not be
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canceled or changed without at least 10
days' prior written notice to Licensor.
In the event Licensee fails to furnish such
policies, Licensor may obtain such
insurance, the cost of which shall be
deemed additional rent to be paid by
Licensee to Licensor upon demand. Licensor
covenants that it will maintain
insurance on the Premises for the full
replacement value thereof, and liability
insurance in amounts equal to those
required of the Licensee herein.
Notwithstanding any other provision of this Agreement,
Licensor shall not be liable or responsible
for, and Licensee hereby releases
Licensor and its partners, officers,
directors, agents and employees from, any
and all liability or responsibility to
Licensee or any Person claiming by,
through, or under Licensee, by way of
subrogation or otherwise, for any injury,
loss or damage to Licensee's property
covered by a valid and collectible fire
insurance policy with extended coverage
endorsement, and Licensee shall require
its insurer(s) to include in all of
Licensee's insurance policies which could
give rise to a right of subrogation against
Licensor a clause or endorsement
whereby the insurer(s) shall waive any
rights of subrogation against Licensor.
Notwithstanding any other provision of this Agreement,
Licensee shall not be liable or responsible
for, and Licensor hereby releases
Licensee and its partners, officers,
directors, agents and employees from, any
and all liability or responsibility to
Licensor or any Person claiming by,
through, or under Licensor, by way of
subrogation or otherwise, for any injury,
loss or damage to Licensor's property
covered by a valid and collectible fire
insurance policy with extended coverage
endorsement, and Licensor shall require
its insurer(s) to include in all of
Licensor's insurance policies which could
give rise to a right of subrogation against
Licensee a clause or endorsement
whereby the insurer(s) shall waive any
rights of subrogation against Licensee.
9 . Compliance with Law. Licensee agrees to comply promptly with
all
laws and ordinances and other notices,
requirements, orders, regulations and
recommendations (whatever the nature
thereof may be) of any and all the Federal,
State, County or Municipal authorities or
of the Board of Fire Underwriters or
any insurance organizations, associations
or companies, with respect to
Licensee's use of the Premises and any
property appurtenant thereto. Licensor
warrants that the Premises are now in
compliance with all applicable laws and
ordinances.
10. Indemnification and Release. Licensor shall not be held
responsible
for, and is hereby expressly relieved from,
any and all liability by reason of
any injury, loss or damage to any person or
property in or about the Premises or
the Building whether the same be due to
fire, breakage, leakage, water flow,
stream, gas, use, misuse, abuse of
elevators or defects therein, hatches,
openings, defective construction or
condition anywhere in the Building, failure
of water supply, or light
