exv10w25



 





EXHIBIT 10.25




EQUITY BUY-BACK AGREEMENT




     This Equity Buy-Back Agreement (“Agreement”) is entered into and made
effective as of the 29th day of June, 2004 (“Effective Date”), by and between
Quovadx, Inc., a Delaware corporation with its principal place of business
located at 6400 S. Fiddler’s Green Circle, Suite 1000, Englewood, Colorado
80111 (“Quovadx”) and Royal Health Care of Long Island LLC (d/b/a Royal Health
Care, LLC), a New York limited liability company with its principal place of
business at 521 Fifth Avenue, 3rd Floor, New York, NY 10175 (“Royal”).



RECITALS




     WHEREAS, Quovadx and Royal are parties to an Asset Purchase Agreement
dated as of March 1, 2002 and a Master ASP Agreement of even date, pursuant to
which Royal acquired certain Purchased Assets and services from Quovadx in
exchange for cash and Equity in Royal; and



     WHEREAS, Quovadx desires to sell back to Royal its entire Equity portion
in Royal and Royal desires to buy back such Equity;



     NOW, THEREFORE, the parties, in consideration of the mutual agreements
herein contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, do hereby agree as follows:



AGREEMENT




ARTICLE I




PURCHASE AND SALE OF EQUITY




     1.1 Agreement to Purchase and Sell. On the terms and subject to the conditions
contained in this Agreement, Quovadx agrees to sell to Royal, and Royal agrees
to purchase from Quovadx, all of Quovadx’s Equity in Royal.



     1.2 Equity. The parties hereby acknowledge that regardless of whether a
Certificate of Interest has been issued, the Equity owned by Quovadx consists
of 0.3857 Units representing a 4.6% Percentage Interest in Royal, which is
diluted to 4.186% after giving effect to 9.0% phantom equity.



ARTICLE II




PURCHASE PRICE AND MANNER OF PAYMENT




     2.1 Purchase Price. Royal and Quovadx have mutually agreed upon a valuation of
Royal of seventy-five million dollars ($75,000,000) (“Valuation Amount”), based
on which Royal shall pay Quovadx three million one hundred thirty-nine thousand
and five hundred dollars ($3,139,500) (“Equity Purchase Price”) in exchange for
Quovadx’s 0.3857 Units, or 4.186% diluted Equity in Royal.



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EXECUTION FINAL




     2.2 Manner of Payment. Upon Quovadx signing over and returning to Royal any
and all certificates issued to Quovadx evidencing the duly authorized, validly
issued and fully paid Units or interests in Royal, Royal shall pay Quovadx the
Equity Purchase Price by wire transfer to such account as Quovadx shall
designate by written notice to Royal.



     2.3 Timing of Transaction. The purchase and sale of Quovadx’s Equity in Royal
as contemplated hereunder shall occur on or before June 30, 2004, or such other
date as mutually agreed upon by the parties.



ARTICLE III




TAXES AND LIABILITY




     3.1 Taxes. Each of Royal and Quovadx agree to report the transaction
contemplated hereunder as required under applicable federal, state and local
law for tax purposes and to comply with all applicable notice, filing and
reporting obligations. Each of Royal and Quovadx shall be responsible for any
capital gains or other taxes assessed as a result of their respective purchase
or sale of Equity as contemplated hereunder.



     3.2 Liability. Nothing herein shall release Quovadx from any liability or
obligation of Royal to the extent such liability or obligation is related to or
arises out of that period of time in which Quovadx was a Member of Royal (the
“Membership Period”), which liability shall be limited to an amount equal to
the value of the investment by Quovadx in Royal held at the time any such
liability or obligation arose. Quovadx shall, however, be released from any
liability or obligation of Royal that arises after the completion of the
transaction contemplated hereunder and in no way pertains to that period of
time in which Quovadx was a Member of Royal, except to the extent related to
this transaction. Notwithstanding anything else herein, Quovadx acknowledges
that it is in no way released from any obligations as set forth in the Master
ASP Agreement and Quovadx shall continue to abide by the terms of such
agreement.



     Royal acknowledges that the Quovadx agreement in the first paragraph of
this Section 3.2 is made in reliance on the following Royal representations and
warranties:




	 	a.	 	At all times during the Membership Period, Royal has been a
limited liability company organized and in good standing under the
laws of the state of New York;
	 
	 	b.	 	There is no litigation or proceeding, in law or in equity,
and there are no claims, proceedings or governmental investigations,
pending, or to Royal’s knowledge, threatened, against Royal that
arose during the Membership Period that could result in an
assessment against a Member due to such Member’s Equity interest in
Royal; and
	 
	 	c.	 	To Royal’s knowledge, there are no undisclosed liabilities,
contingent or otherwise, that arose during the Membership Period
that could result in an assessment against a Member due to such
Member’s Equity interest in Royal.




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EXECUTION FINAL




ARTICLE IV




GENERAL PROVISIONS




     4.1 Capitalized terms not otherwise defined herein, shall have the meaning
ascribed to them in the Asset Purchase Agreement, Master ASP Agreement or the
Second Amended and Restated Operating Agreement of Royal, as applicable.



     4.2 Each party represents that it has the power and authority to enter
into this Agreement and that this Agreement has been duly executed and
delivered by such party’s duly authorized officers.



     4.3 This Agreement shall be governed and controlled by the laws of the
State of New York.



     By signing below, the parties hereto indicate their acceptance of the
terms herein, which shall become effective on the Effective Date noted above.



	 	 	 
	Quovadx, Inc.	 	
Royal Health Care of Long Island, LLC
	 	 	 
	/s/ Melvin L. Keating

	 	
/s/ Steven J. Bory



	Signature	 	
Signature
	 	 	 
	Melvin L. Keating

	 	
Steven J. Bory



	Print Name	 	
Print Name
	 	 	 
	Acting Chief Financial Officer

	 	
President and CEO



	Title	 	
Title
	 	 	 
	6/29/04

	 	
6/30/04



	Date	 	
Date








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