Free Settlement Agreement - District Court of Colorado - Colorado

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EXHIBIT 3

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

SPECIAL SITUATIONS FUND III, L.P., SPECIAL SITUATIONS CAYMAN FUND, L.P., SPECIAL SITUATIONS TECHNOLOGY FUND NEW, L.P., and SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P., on behalf of themselves and others similarly situated, Plaintiffs, v. QUOVADX, INC., LORINE R. SWEENEY, GARY T. SCHERPING, JEFFREY M. KRAUSS, FRED L. BROWN, J. ANDREW COWHERD, JAMES B. HOOVER, CHARLES J. ROESSLEIN, and JAMES A. GILBERT, Defendants.

Civil Action No. 1:04-cv-01006-RPM

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION

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IF YOU ACQUIRED NEWLY ISSUED QUOVADX, INC. COMMON STOCK PURSUANT TO QUOVADX'S EXCHANGE OFFER FOR ALL OUTSTANDING SHARES OF ROGUE WAVE SOFTWARE, INC., WHICH OCCURRED ON DECEMBER 19, 2003, YOU COULD GET A PAYMENT FROM A CLASS ACTION SETTLEMENT. A federal court authorized this Notice. This is not a solicitation from a lawyer. Security: Quovadx, Inc. ("Quovadx") common stock (NASDAQ:QVDX)

obtained pursuant to Quovadx's exchange offer for all outstanding shares of Rogue Wave Software, Inc. ("Rogue Wave"), which occurred on December 19, 2003. Settlement Fund: $7,800,000 in cash. This settlement applies to all claims under Section 11 of the Securities Act of 1933 (the "1933 Act"), 15 U.S.C. §§ 77k, arising out of or related to Quovadx's filing of an S-4 Registration Statement in connection with Quovadx's acquisition of Rogue Wave. Your recovery will depend on the amount of stock you acquired in the exchange offer and if such stock was subsequently sold, the time and price of such sale. Depending on the number of eligible shares that participate in the settlement and when those share were purchased and sold, the estimated average recovery per share will be approximately $3.68 before deduction of Court-approved fees and expenses. The estimated average recovery is calculated by dividing $7.8 million / [.50 (estimated participation rate by class members) x 4,242,503 (estimated number of damaged shares, i.e., those shares held past Quovadx's first corrective disclosure on March 15, 2004)] = $ 3.68.1 Reasons for Settlement: Avoids the costs and risks associated with continued litigation, including danger of no recovery or a lesser recovery for eligible shareholders. If the Case Had Not Settled: Continuing with the case could have resulted in a limited recovery at trial. The two sides do not agree on the amount of money that could have been won if Lead Plaintiffs prevailed at trial. The parties disagree about: (1) the extent that various facts alleged by Lead Plaintiffs constituted material omissions from Quovadx's The estimated number of damaged shares is determined by estimating that 25% of the shares obtained in the exchange offer were sold prior to the first corrective disclosure of March 15, 2004. Thus, the calculation to determine the number of damaged shares is as follows: 5,656,670 (shares obtained in the exchange offer) x .75 = 4,242,503.
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Registration Statement; and (2) the extent to which Quovadx would be able to demonstrate that any portion or all of the claimed damages represent depreciation in value of its security other than the depreciation resulting from any misstatement or material omission in the Registration Statement. Attorneys' Fees and Expenses: If the Court approves the settlement, Courtappointed Lead Counsel will ask the Court for attorneys' fees equal to 25% of the settlement fund and reimbursement of out-of-pocket expenses not to exceed $250,000, all to be paid from the settlement fund. The requested attorneys' fees award is consistent with the retainer

agreement entered into between Lead Plaintiffs and Lead Counsel and filed with the Court on July 26, 2005. Lead Counsel have not received any payment for their work investigating the facts, conducting this litigation, and negotiating the settlement on behalf of the Lead Plaintiffs and the Class. Deadlines: Submit Claim Form: April 16, 2007 Request Exclusion: File Objection: March 16, 2007 March 16, 2007

Court Hearing on Fairness of Settlement: May 4, 2007 More Information: Claims Administrator: Special Situations Fund III, L.P. et al. v. Quovadx, Inc. et al. c/o A.B. Data, Ltd. Settlement Administrator P.O. Box 170500 Milwaukee, WI 53217 (800) 983-6533 http://www.abdatalawserve.com Lead Counsel for the Class: Lawrence M. Rolnick, Esq. Lowenstein Sandler, PC 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2500 Marc B. Kramer, Esq. A Professional Corporation 150 JFK Parkway

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Suite 100 Short Hills, NJ 07078 (973) 847-5924 · Your legal rights are affected whether you act, or don't act. Read this Notice carefully. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT: SUBMIT A CLAIM FORM EXCLUDE YOURSELF The only way to get a payment. Get no payment. This is the only option that allows you to participate in any other lawsuit against Quovadx relating to the legal claims in this case. You may write to the Court if you don't like this settlement. You may ask to speak in Court about the fairness of the settlement. Get no payment.

OBJECT GO TO A HEARING DO NOTHING · ·

These rights and options - and the deadlines to exercise them - are explained in this Notice. The Court in charge of this case must decide whether to approve the settlement. Payments will be made only if the Court approves the settlement and, if there are any appeals, after appeals are resolved. Please be patient.

BASIC INFORMATION Why Did I Get This Notice Package? You or someone in your family may have acquired newly issued Quovadx common stock pursuant to a Registration Statement issued in connection with Quovadx's exchange offer for all outstanding shares of Rogue Wave Software, Inc., which acquisition occurred on December 19, 2003. The Court sent you this Notice because you have a right to know about a proposed settlement of a class action lawsuit, and about all of your options, before the Court decides whether to approve the settlement. If the Court approves it, and after any objections or

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appeals are resolved, the Claims Administrator appointed by the Court will make the payments to Class Members that the settlement allows. This package explains the lawsuit, the proposed settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. The Court in charge of the case is the United States District Court for the District of Colorado, and the case is known as Special Situations Fund III, L.P. et al. v. Quovadx, Inc. et al., Civil Action No. 1:04-cv-01006-RPM. The entities who sued are called the Lead Plaintiffs, and the company sued, Quovadx, Inc., is called the Defendant. What Is This Lawsuit About? This case was brought as a class action alleging that the Quovadx made materially false and misleading statements, as well as made material omissions, in a Form S-4 Registration Statement filed by Quovadx with the United States Securities and Exchange Commission for the issuance of securities in connection with an exchange offer to acquire Rogue Wave. Lead Plaintiffs allege that Quovadx's conduct violated Section 11 of the 1933 Act. Quovadx has admitted liability under Section 11 of the 1933 Act for making material misstatements in the Form S-4 Registration Statement. Quovadx has denied and

continues to deny that it has any omissions-based liability and challenges loss causation. Why Is This A Class Action? In a class action, one or more people called class representatives--in this case the Court-appointed Lead Plaintiffs are Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P., Special Situations Technology Fund New, L.P., and Special Situations Fund II, L.P.--sue on behalf of people who have similar claims. Here, all these people are called a Class or Class Members. One court resolves the issues for all Class Members, except for those persons who decide to exclude themselves from the Class. United States District Court Judge Richard P. Matsch is overseeing this class action. Why Is There A Settlement?

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The Court did not decide in favor of the Lead Plaintiffs or Quovadx. Instead, both sides agreed to a settlement before trial. That way, the parties avoid the cost of a trial, and eligible Class Members who make valid claims will receive compensation. Lead Plaintiffs and their attorneys think the settlement is in the best interests of all Class Members.

WHO IS IN THE SETTLEMENT To see if you can receive money from this settlement, you first have to determine if you are a Member of the Class. How Do I Know If I Am Part Of The Settlement? The Class certified by the Court on November 10, 2005, consists of all persons and entities who acquired Quovadx common stock pursuant to a Registration Statement issued in connection with Quovadx's exchange offer for all of the outstanding shares of Rogue Wave Software, Inc., which became effective on or about December 19, 2003. What Are The Exceptions To Being Included? You are not a Class Member if you are the Defendant, Quovadx; the former individual officer and director defendants, Lorine R. Sweeney, Gary T. Scherping, Jeffrey M. Krauss, Fred L. Brown, J. Andrew Cowherd, James B. Hoover, Charles J. Roesslein, and James A. Gilbert (collectively, the "Former Individual Defendants"); members of the immediate family of each of the Former Individual Defendants; any person, firm, trust, corporation, officer, director, or other individual or entity in which Quovadx or any Former Individual Defendant has a controlling interest or that is related to or affiliated with Quovadx or any of the Former Individual Defendants; and the legal representatives, agents, affiliates, heirs, successors-ininterest, or assigns of any excluded party. I'm Still Not Sure If I Am Included. If you are still not sure whether you are included, you can ask for free help. You can call Lead Counsel, Lawrence M. Rolnick, Esq. at (973) 597-2500 or Marc B. Kramer, Esq. at

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(973) 847-5924, for more information. Or you can fill out and return the claim form described in below, to see if you qualify. THE SETTLEMENT BENEFITS - WHAT YOU GET What Does The Settlement Provide? Quovadx has agreed to pay $7,800,000 (Seven Million Eight Hundred Thousand Dollars) in cash to be divided among all eligible Class Members who send in valid claim forms, after payment of Court-approved attorneys' fees and expenses and the costs of claims administration, including the costs of printing and mailing this Notice and the cost of publishing a newspaper notice. How Much Will My Payment Be? If you submit a valid claim, your share of the settlement fund will depend on the number of valid claim forms that Class Members send in. According to Section 11 of the 1933 Act, damages to an investor generally equal the lesser of the offer price or the purchase price for a security minus the greater of the sale price or the value at the time of the lawsuit. An affirmative defense to liability under Section 11 is that the plaintiffs' damages are not attributable to the alleged misrepresentation or omission. As a general rule, price declines and losses that occur before disclosure of the truth may not be charged to the defendant. Here, Lead Plaintiffs believe that Quovadx made three corrective disclosures that precipitated price declines, and those disclosures occurred on March 15, April 12, and May 13, 2004, respectively. Thus, a claim in this case will be determined as follows for each relevant time period: Period I: For shares of Quovadx obtained in the exchange offer with Rogue Wave on December 19, 2003, and never sold thereafter, the damage per share is the statutory measure of $3.88.2 Lead Plaintiffs calculate the Period I damage per share as follows: $4.91 (Quovadx share price on December 19, 2003) - $1.03 (Quovadx share price on May 17, 2004, the date the Action was filed) = $3.88.
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Period II:

For Quovadx shares obtained in the exchange offer with

Rogue Wave on December 19, 2003, at a price of $4.91 and sold on or before March 15, 2004, the damage per share is $0.00. Period III: For Quovadx shares obtained in the exchange offer with Rogue Wave on December 19, 2003, and sold on or between March 16, 2004 through April 11, 2004, the damage per share is $1.33,3 unless such shares were sold at a share price higher than $3.58, in which case the claim is calculated by subtracting the actual sale price from $4.91. Period IV: For Quovadx shares obtained in the exchange offer with Rogue Wave on December 19, 2003, and sold on or between April 12, 2004 through May 12, 2004, the damage per share is $2.01,4 unless such shares were sold at a share price higher than $2.90, in which case the claim is calculated by subtracting the actual sale price from $4.91. Period V: For Quovadx shares obtained in the exchange offer with Rogue Wave on December 19, 2003, and sold on or between May 13, 2004 through the present, the damage per share is $3.62,5 unless such shares were sold at a share price higher than $1.29, in which case the claim is calculated by subtracting the actual sale price from $4.91. The payment you receive, if any, will reflect your pro rata share of the settlement fund after the deduction of Court-approved fees and expenses. The number and fraction of class members who submit claims varies widely from case to case. Lead Counsel's damage-per-share estimates assume a participation rate of 50%, which assumption is based on the 20% participation rate that occurred in connection with the parties' information request that was Lead Plaintiffs calculate the Period III damage per share as follows: $4.91 (Quovadx share price on December 19, 2003) - $3.58 (Quovadx share price after the first corrective disclosure on March 16, 2004) = $1.33. Lead Plaintiffs calculate the Period IV damage per share as follows: $4.91 (Quovadx share price on December 19, 2003) - $2.90 (Quovadx share price after the second corrective disclosure on April 12, 2004) = $2.01. Lead Plaintiffs calculate the Period V damage per share as follows: $4.91 (Quovadx share price on December 19, 2003) - $1.29 (the mean share price for the 90 days following the third and final corrective disclosure on May 13, 2004) = $3.62.
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previously sent to all class members. If fewer than 50% of the Class Members send in claim forms, you will receive more money per damaged share. If more than 50% of the Class

Members send in claim forms, you will receive less money per damaged share. In addition, the first-in, first-out ("FIFO") method will be applied to Class Members' holdings, purchases, and sales for purposes of calculating their claim's value. Under the FIFO method, sales of shares on or after December 1, 2003, will be matched, in chronological order, first against shares held prior to the start of trading on December 1, 2003. The remaining sales of shares on or after December 1, 2003, will then be matched, in chronological order, against shares purchased in the open market on or after December 1, 2003, or stock acquired in the exchange offer with Rogue Wave on December 19, 2003. For purposes of computing damages, Class Members whose shares are reported together on a Schedule 13G filed under the Securities Exchange Act of 1934 may report their transactions as a group, and the trading history of the group will be used to implement FIFO and calculate claims. If, after application of the FIFO method, there are sales to be matched against shares acquired in the exchange offer, and if such sales result in profits, then such profits will be netted against any recognized damages realized on trades of shares acquired in the exchange offer.

HOW YOU RECEIVE A PAYMENT - SUBMITTING A CLAIM FORM How Do I Receive A Payment? To qualify for payment, you must be an eligible Class Member and you must send in a claim form to the Claims Administrator. A claim form is enclosed with this Notice. Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it in the enclosed envelope postmarked no later than April 16, 2007. When Will I Get My Payment? The Court will hold a hearing on May 4, 2007, to decide whether to approve the settlement. If the Court approves the settlement, there may be appeals. It is always uncertain

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whether these appeals can be resolved in favor of the settlement, and resolving them can take time, perhaps several years. Everyone who sends in a claim form will be informed of the determination with respect to their claim. Please be patient. What Am I Giving Up To Receive A Payment Or Stay In The Class? Unless you exclude yourself, you are staying in the Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against Quovadx regarding the same legal issues in this case. It also means that all of the Court's orders will apply to you and legally bind you, and you will release your claims in this case against Quovadx. The terms of the release are included in the claim form that is enclosed.

EXCLUDING YOURSELF FROM THE SETTLEMENT If you don't want to apply for or receive a payment from this settlement, but you want to keep the right to sue or continue to sue Quovadx on your own about the same legal issues in this case, then you must take steps to withdraw from the Class. This is called excluding yourself or "opting out" of the Class. How Do I Get Out Of The Class? To exclude yourself from the Class, you must send a letter, by first class U.S. Mail, stating that you want to be excluded from the Class in Special Situations Fund III, L.P. et al. v. Quovadx, Inc, et al., Civil Action No. 1:04-cv-01006-RPM in the United States District Court for the District of Colorado. You must include your name, address, telephone number, your signature, the number of shares of Quovadx common stock you obtained in connection with Quovadx's exchange offer for all outstanding shares of Rogue Wave, and the number of these Quovadx shares that you sold and the dates of such sales. You must mail your request for exclusion, postmarked no later than March 16, 2007, to: Special Situations Fund III, L.P. et al. v. Quovadx, Inc. et al. c/o A.B. Data, Ltd.

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Settlement Administrator P.O. Box 170500 Milwaukee, WI 53217 You cannot exclude yourself by telephone or e-mail. If you ask to be excluded, you will not be eligible to receive any settlement payment, and you cannot object to the settlement. You will not be legally bound by anything that happens in this lawsuit. If I Do Not Exclude Myself, Can I Sue The Defendant For The Same Thing Later? No. Unless you exclude yourself from the Class, you will give up any right to sue Quovadx for the claims resolved by this settlement. If you have a pending lawsuit against Quovadx, you should speak with your lawyer in that case immediately. exclusion deadline is March 16, 2007. If I Exclude Myself, Can I Receive Money From This Settlement? No. If you exclude yourself, do not send in a claim form. Remember, the

THE LAWYERS REPRESENTING YOU Do I Have A Lawyer In This Case? The Court approved Lead Plaintiffs' selection of counsel, Lawrence M. Rolnick, Esq. of Lowenstein Sandler, PC, and Marc B. Kramer, Esq., of Marc B. Kramer, a Professional Corporation, to represent the Class. These lawyers are called Lead Counsel. You will not be charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense. How Will The Lawyers Be Paid? If the settlement is approved, the Court will set a separate hearing to consider payment of Lead Counsel's attorneys' fees and expenses. Lead Plaintiffs entered into a retainer agreement with Lead Counsel that was filed with the Court. Pursuant to that retainer agreement, Lead Counsel will ask the Court for attorneys' fees in an amount equal to 25% of the settlement

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fund and for reimbursement of their out-of-pocket expenses up to $250,000, which Lead Counsel advanced on behalf of the Class in the Action. Lead Plaintiffs also may seek reimbursement of their expenses incurred in representing the Class in the Action. Such sums as may be approved by the Court will be paid from the settlement fund. Class Members are not personally liable for any such fees or expenses. The attorneys' fees and expenses requested will be the only payment to Lead Counsel for their efforts in achieving this settlement and for their risk in undertaking this representation on a wholly contingent basis. To date, Lead Counsel have not been paid for their services for conducting this litigation on behalf of Lead Plaintiffs and the Class, nor have Lead Counsel received reimbursement of their substantial out-of-pocket expenses. The fees requested to compensate Lead Counsel for their work in achieving the settlement are consistent with their retainer agreement and are well within the range of fees awarded to class counsel under similar circumstances in other cases of this type. The Court may award less than the amount requested by Lead Counsel. OBJECTING TO THE SETTLEMENT You can tell the Court that you don't agree with the settlement or some part of it. How Do I Tell The Court That I Don't Like The Settlement? If you are a Class Member, you can object to the settlement if you don't like any part of it. You can give reasons why you think the Court should not approve it. The Court will consider your views. To object, you must prepare and send a letter stating that you object to the settlement in Special Situations Fund III, L.P. et al. v. Quovadx, Inc. et al., Civil Action No. 1:04-cv-01006-RPM. You must include your name, address, telephone number, your signature, the number of shares of Quovadx common stock you obtained in connection with Quovadx's exchange offer for all outstanding shares of Rogue Wave, the number of these shares that you sold, and the dates of such sales. Any objection to the settlement must be delivered by hand or

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sent by first class U.S. Mail such that it is delivered or postmarked no later than March 16, 2007, to each of the following: The Court: Clerk of the Court UNITED STATES DISTRICT COURT, DISTRICT OF COLORADO Alfred A. Arraj United States Courthouse 901 19th Street, Room A-105 Denver, CO 80294-3589 Counsel for Lead Plaintiffs: Lawrence M. Rolnick, Esq. LOWENSTEIN SANDLER, PC 65 Livingston Avenue Roseland, New Jersey 07068 Marc B. Kramer, Esq. A Professional Corporation 150 JFK Parkway Suite 100 Short Hills, NJ 07078 Counsel for Quovadx, Inc.: Michael T. Williams, Esq. WHEELER TRIGG KENNEDY LLP 1801 California Street, Suite 3600 Denver, CO 80202 What's The Difference Between Objecting And Excluding Myself? When you object to the settlement, you are simply telling the Court that you don't like something about the settlement. You can object only if you remain a Member of the Class. When you exclude yourself from the settlement, you are telling the Court that you don't want to be part of the Class and don't want to participate in the settlement. If you exclude yourself, you have no basis to object to the settlement because the settlement no longer affects you.

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THE COURT'S FAIRNESS HEARING The Court will hold a hearing to decide whether to approve the settlement, which is called the Fairness Hearing. You may attend the Fairness Hearing and you may ask to speak, but you don't have to do either. When And Where Will The Court Decide Whether To Approve The Settlement? The Court will hold a Fairness Hearing at ____ a.m., on May 4, 2007, at the Byron White United States Courthouse, 1823 Stout Street, Denver, Colorado. At this hearing the Court will consider whether the settlement is fair, reasonable, and adequate to the Class. If there are objections, the Court will consider them. The Court may decide these issues at the hearing or take them under consideration. We do not know how long these decisions will take. Do I Have To Come To The Fairness Hearing? No. Lead Counsel will answer any questions that Judge Matsch may have. But, you are welcome to come at your own expense. If you file an objection, you don't have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You also can pay your own lawyer to attend the hearing, but that is not necessary. May I Speak At The Fairness Hearing? Yes, you may ask the Court for permission to speak at the Fairness Hearing. To do so, you must send a letter saying that it is your intention to appear in Special Situations Fund III, L.P. et al. v. Quovadx, Inc. et al., Civil Action No. 1:04-cv-01006-RPM. You must include your name, address, telephone number, your signature, the number of shares of Quovadx common stock you obtained in connection with Quovadx's exchange offer for all outstanding shares of Rogue Wave, the number of these shares that you sold, and the dates of such sales. Your notice of intention to appear must be either hand delivered or postmarked no later than March 16, 2007, to the Clerk of the Court, Lead Counsel, and Quovadx's counsel, at the four addresses listed above. You cannot speak at the hearing if you exclude yourself from the Class.

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THE COURT'S FEE HEARING If the Court approves the settlement, the Court will then set a separate hearing to determine Lead Counsel's application for attorneys' fees and reimbursement of expenses, which is called the "Fee Hearing." You may attend the Fee Hearing, and you may ask to speak at that hearing, but you don't have to do either. When And Where Will The Court Consider Lead Counsel's Application For Fees And Expenses? If the Court approves the settlement at the Fairness Hearing, the Court then will set a date for the Fee Hearing, which will be held at the Byron White United States Courthouse, 1823 Stout Street, Denver, Colorado. At the Fee Hearing, the Court will consider Lead

Counsel's application for attorneys' fees and reimbursement of expenses. If there are any objections to the application, the Court will consider them. The Court may decide these issues at the hearing or take them under consideration. We do not know how long these decisions will take. Do I Have To Attend The Fee Hearing? No. Lead Counsel will answer any questions that Judge Matsch may have. But, you are welcome to come to the Fee Hearing at your own expense. If you file an objection to Lead Counsel's application, you don't have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You also may pay your own lawyer to attend the Fee Hearing, but that is not necessary. May I Speak At The Fee Hearing? You may ask the Court for permission to speak at the Fee Hearing. To do so, you must send a letter saying that it is your intention to appear in Special Situations Fund III, L.P. et al. v. Quovadx, Inc. et al., Civil Action No. 04-cv-00665-RPM. You must include your name,

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address, telephone number, your signature, the number of shares of Quovadx common stock you obtained in connection with Quovadx's exchange offer for all outstanding shares of Rogue Wave, the number of these shares that you sold, and the dates of such sales. Your notice of intention to appear must be either hand delivered or postmarked no later than March 16, 2007, to the Clerk of the Court, Lead Counsel, and Quovadx's counsel, at the four addresses listed above. You cannot speak at the Fee Hearing if you exclude yourself from the Class.

IF YOU DO NOTHING What Happens If I Do Nothing At All? If you do nothing, you'll receive no money from this settlement. Unless you exclude yourself, however, you won't be able to start a new lawsuit, continue with a lawsuit, or be part of any other lawsuit regarding the same legal issues in this case.

GETTING MORE INFORMATION Are There More Details About The Settlement? This Notice summarizes the proposed settlement. More details are in the

Stipulation of Settlement dated as of January 26, 2007. You can obtain a copy of the Stipulation of Settlement by writing to Lawrence M. Rolnick, Esq., Lowenstein Sandler, PC, 65 Livingston Avenue, Roseland, New Jersey 07068, or Marc B. Kramer, Esq., A Professional Corporation, 150 JFK Parkway, Suite 100, Short Hills, New Jersey 07078, or by visiting the Clerk's office at the United States District Court for the District of Colorado, Alfred A. Arraj United States Courthouse, 901 19th Street, Room A-105, Denver, Colorado 80202, during regular business hours.

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How Do I Get More Information? To obtain more information regarding the proposed settlement or this Action, you can call Lawrence M. Rolnick at (973) 597-2500 or write to him at Lawrence M. Rolnick, Esq., Lowenstein Sandler, PC, 65 Livingston Avenue, Roseland, New Jersey 07068, or call the Claims Administrator's toll-free number for this matter at (800) 983-6533 or visit the Claims Administrator's website at http://www.abdatalawserve.com/.

SPECIAL NOTICE TO NOMINEES If you hold shares of Quovadx common stock obtained in connection with the exchange offer for all outstanding shares of Rogue Wave as nominee for a beneficial owner, then, within ten (10) calendar days after you receive this Notice, you must either (1) send a copy of this Notice by first class mail to all such beneficial owners or (2) provide a list of the names and addresses of such beneficial owners to the Claims Administrator at: Special Situations Fund III, L.P. et al. v. Quovadx, Inc. et al. c/o A.B. Data, Ltd. Settlement Administrator P.O. Box 170500 Milwaukee, WI 53217 If you choose to mail the Notice and claim form yourself, you may obtain from the Claims Administrator (without cost to you) as many additional copies of these documents as you will need to complete the mailing to beneficial owners. Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you by the Claims Administrator, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred or expected to be incurred in connection with forwarding the Notice, which would not have been incurred but for the obligation to forward the Notice, upon submission of appropriate documentation to the Claims Administrator.

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DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE.

DATED:________________

BY ORDER OF THE COURT UNITED STATES DISTRICT COURT DISTRICT OF COLORADO

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

SPECIAL SITUATIONS FUND III, L.P., SPECIAL SITUATIONS CAYMAN FUND, L.P., SPECIAL SITUATIONS TECHNOLOGY FUND NEW, L.P., and SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P., on behalf of themselves and others similarly situated, Plaintiffs, v. QUOVADX, INC., LORINE R. SWEENEY, GARY T. SCHERPING, JEFFREY M. KRAUSS, FRED L. BROWN, J. ANDREW COWHERD, JAMES B. HOOVER, CHARLES J. ROESSLEIN, and JAMES A. GILBERT, Defendants.

Civil Action No. 1:04-cv-01006-RPM

CLAIM FORM AND RELEASE

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I.

GENERAL INSTRUCTIONS 1. To recover as a Member of the Class based on your claims in the action entitled

Special Situations Fund III, L.P. et al. v. Quovadx, Inc. et al., Civil Action No. 1:04-cv-01006RPM pending in the United States District Court for the District of Colorado (the "Action"), you must complete and, on page ___ hereof, sign this Claim Form and Release. If you fail to submit a properly addressed (as set forth in paragraph 3 below) Claim Form and Release, your claim may be rejected and you may be precluded from any recovery from the settlement fund created in connection with the proposed settlement of the Action. 2. Submission of this Claim Form and Release, however, does not assure that you

will share in the proceeds of settlement in the Action. 3. YOU MUST MAIL YOUR COMPLETED AND SIGNED CLAIM FORM AND

RELEASE POSTMARKED ON OR BEFORE APRIL 16, 2007, ADDRESSED AS FOLLOWS: Special Situations Fund III, L.P. et al. v. Quovadx, Inc. et al. c/o A.B. Data, Ltd. Settlement Administrator P.O. Box 170500 Milwaukee, WI 53217 4. If you are NOT a Member of the Class as defined in the Notice of Proposed Settlement of

Class Action (the "Notice"), DO NOT submit a Claim Form and Release. 5. If you are a Member of the Class, you are bound by the terms of any order or

judgment entered in the Action, WHETHER OR NOT YOU SUBMIT A CLAIM FORM AND RELEASE. II. CLAIMANT IDENTIFICATION 1. If you obtained Quovadx common stock pursuant to the Registration Statement

filed in connection with Quovadx's exchange offer for all outstanding shares of Rogue Wave

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Software, Inc, which acquisition occurred on December 19, 2003, and you held Rogue Wave certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If, however, the Rogue Wave certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is the record purchaser. 2. Use Part I of this form entitled "Claimant Identification" to identify each

purchaser of record ("nominee"), if different from the beneficial purchaser of the Quovadx common stock that forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER OR PURCHASERS, OR THE LEGAL

REPRESENTATIVE OF SUCH PURCHASER OR PURCHASERS, OF THE QUOVADX SECURITIES UPON WHICH THIS CLAIM IS BASED. 3. All joint purchasers must sign this claim. Executors, administrators, guardians,

conservators, and trustees must complete and sign this claim on behalf of any Person represented by them, and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing

information could delay verification of your claim or result in rejection of the claim. III. CLAIM FORM 4. Use Part II of this form entitled "Schedule of Transactions" to supply all required

detail with respect to: (i) the shares of Quovadx common stock that you owned as of December 1, 2003; (ii) the shares of Quovadx common stock that you purchased and sold on or after December 1, 2003 through the present; (iii) the shares of newly issued Quovadx common stock that you obtained in the exchange offer for all outstanding shares of Rogue Wave Software, Inc.; and (iv) the number shares of Quovadx common stock presently held by you. If you need more 2

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space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet. 5. Please include all of the requested information regardless of whether such

transactions resulted in a profit or a loss. Failure to report all such transactions may result in the rejection of your claim. 6. List each transaction separately and in chronological order, by trade date,

beginning with the earliest transaction. You must accurately state the month, day, and year of each transaction. 7. Broker confirmations or other documentation of your transactions in Quovadx

securities must be attached to your claim. Failure to provide this documentation will result in rejection of your claim. 8. the claims. The above requests are designed to provide the information necessary to process The Claims Administrator may request additional information as required to In some cases where the Claims

efficiently and reliably calculate your losses, if any.

Administrator cannot perform the loss calculation accurately or at a reasonable cost to the Class with the information you provided, the Claims Administrator may condition acceptance of the claim upon the submission of additional information or the hiring of an accounting expert at the Claimant's (your) cost.

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UNITED STATES DISTRICT COURT DISTRICT OF COLORADO Special Situations Fund III, L.P. et al. v. Quovadx, Inc. et al. Civil Action No. 1:04-cv-01006-RPM

CLAIM FORM AND RELEASE
Must be Postmarked No Later Than: April 16, 2007 Please Type or Print PART I: CLAIMANT IDENTIFICATION

Beneficial Owners' Name (First, Middle, Last)

Street Address

City

State

Zip Code

Foreign

Foreign Country Individual

Social Security Number or Taxpayer Identification Number

Corporation/Other (work)

Area Code

Telephone Number (home)

Area Code

Telephone Number

Record Owner's Name (if different from beneficial owner listed above)

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PART II:

SCHEDULE OF TRANSACTIONS

Number of Quovadx shares held prior to the start of trading on December 1, 2003: ___________ Number of shares of Quovadx common stock acquired in the exchange offer for all outstanding shares of Rogue Wave Software, Inc. on December 19, 2003:_____________ Number of Quovadx shares you presently hold: _________________ Details of all Quovadx common stock purchased or sold from December 1, 2003 through the present:

Purchase or Sale Date (indicate which) Month/Day/Year 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15.

Number of Shares Purchased or Sold 1. 2. 3. 4. 5. 6. 7. 8. 8. 10. 11. 12. 13. 14. 15.

Purchase/Sale Price

If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page. YOU MUST READ AND SIGN THE RELEASE ON PAGE ___ BELOW.

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PART III.

SUBMISSION TO JURISDICTION ACKNOWLEDGMENTS

OF

COURT

AND

I (we) submit this Claim Form and Release under the terms of the Stipulation of Settlement dated as of January 26 2007 ("Stipulation") described in the Notice. I (we) also submit to the jurisdiction of the United States District Court for the District of Colorado, with respect to my (our) claim as a Class Member (as defined in the Notice) and for purposes of enforcing the release set forth herein. I (we) further acknowledge that I am (we are) bound by and subject to the terms of any order or judgment that may be entered in the Action. I (we) agree to furnish additional information to the Claims Administrator to support this claim if required to do so. I (we) have not submitted any other claim pertaining to my (our) obtaining shares of Quovadx common stock in connection with Quovadx's December 19, 2003 exchange offer for all outstanding shares of Rogue Wave Software, Inc., and subsequent transactions involving those shares. PART IV. 9. RELEASE I (we) hereby acknowledge full and complete satisfaction of, and do hereby fully,

finally and forever settle, release, relinquish, and discharge, all of the Released Claims against Quovadx and the "Releasees," which means the following: the former individual officer and director defendants, Lorine R. Sweeney, Gary T. Scherping, Jeffrey M. Krauss, Fred L. Brown, J. Andrew Cowherd, James B. Hoover, Charles J. Roesslein, and James A. Gilbert (collectively, the "Former Individual Defendants"); each of Quovadx's past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, agents, controlling shareholders, attorneys, accountants or auditors, advisors, investment advisors, personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, related or affiliated entities; any entity in which Quovadx or any Former Individual Defendant 6

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has a controlling interest; any members of a Former Individual Defendant's immediate family; or any trust of which a Former Individual Defendant is the settlor or which is for the benefit of the Former Individual Defendant's family. 10. "Released Claims" means all claims (including Unknown Claims as defined

below), demands, rights, liabilities, and causes of action of every nature and description whatsoever, known or unknown, whether or not concealed or hidden, asserted or that might have been asserted (including, but not limited to, all claims arising out of or relating to any acts, omissions, disclosures, financial statements, or statements by Quovadx, including without limitation claims for negligence, gross negligence, constructive or actual fraud, negligent misrepresentation, conspiracy, breach of duty of care, breach of duty of loyalty, fraud, breach of fiduciary duty, or violations of any state or federal statutes, rules or regulations) arising out of or relating to the acquisition by Lead Plaintiffs and other Class Members of newly issued Quovadx common stock pursuant to a Registration Statement filed in connection with Quovadx's exchange offer for all outstanding shares of Rogue Wave Software, Inc. The Released Claims, however, do not include any claims arising under Section 10(b) of the Securities Exchange Act of 1934 that are the subject of Heller v. Quovadx, Inc. et al., No. 04-cv-0665-RPM (D. Colo.)-- i.e., claims that are based on investors' purchases of Quovadx common stock on the open market during the period between October 22, 2003, and March 15, 2004. 11. "Unknown Claims" means all claims, demands, rights, liabilities, and causes of

action of every nature and description which Lead Plaintiffs or any Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Releasees which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Releasees, or might have affected his, her, or its decision not to object to this settlement. With

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respect to any and all Released Claims, I (we) stipulate and agree that, upon the Effective Date, I (we) expressly waive the provisions, rights, and benefits of California Civil Code § 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. I (we) shall be deemed to have expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code § 1542. I (we) acknowledge that I (we) may hereafter discover facts in addition to or different from those that I (we) now know or believe to be true with respect to the subject matter of the Released Claims, but I (we) expressly fully, finally, and forever settle and release any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts. I (we) have acknowledged that the foregoing waiver was separately bargained for and a key element of the settlement of which this Release is a part. 12. This release shall be of no force or effect unless and until the Court approves the

settlement and the settlement becomes effective on the Effective Date (as defined in the Stipulation of Settlement).

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13.

I (We) hereby warrant and represent that I (we) have not assigned or transferred,

or purported to assign or transfer, voluntarily or involuntarily, any matter or claim released pursuant to this Release or any other part or portion thereof. 14. I (We) hereby warrant and represent that I (we) have included all information

pertaining: (i) the shares of Quovadx common stock that I (we) owned as of December 1, 2003; (ii) the shares of Quovadx common stock that I (we) purchased and sold on or after December 1, 2003 through the present; (iii) the shares of newly issued Quovadx common stock that I (we) acquired in the exchange offer for all outstanding shares of Rogue Wave Software, Inc. and (iv) the number shares of Quovadx common stock that I (we) presently hold.

DECLARATION AND RELEASE Please note that your Claim Form will not be considered by the Claims Administrator unless you sign and date this Declaration and Release: I (we) hereby release all Released Claims against Quovadx, Inc. and the Releasees and swear, under the penalties of perjury recognized by the laws of the United States and the State of Colorado, that the information provided in this Claim Form is true and accurate to the best of my (our) knowledge.

Signature

Date

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SUBSTITUTE FORM W-9 Request for Taxpayer Identification Number ("TIN") and Certification PART I

NAME: Check appropriate box: q q q Individual/Sole Proprietor Corporation IRA q q Partnership Other q q Pension Plan Trust

Enter TIN on appropriate line. o o For individuals, this is your Social Security Number ("SSN"). For sole proprietors, you must show your individual name, but you may also enter your business or "doing business as" name. You may enter either your SSN or your Employer Identification Number ("EIN"). For other entities, it is your EIN. Or _ _-_ _ _ _ _ _ _ Employer Identification Number

o _ _ _-_ _ - _ _ _

Social Security Number

PART II For Payees Exempt from Backup Withholding If you are exempt from backup withholding, enter your correct TIN in Part I and write "exempt" on the following line: .

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PART III Certification UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT: The number shown on this form is my (our) correct TIN; and I (we) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(C) of the Internal Revenue Code because: (a) I am (we are) exempt from backup withholding; or (b) I (we) have not been notified by the Internal Revenue Service that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer subject to backup withholding. NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, you must cross out Item 2 above. SEE ENCLOSED FORM W-9 INSTRUCTIONS The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid backup withholding. I (we) declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct. Executed this day of (Month/Year) in (City) , (State/Country) , ,

(Sign your name here)

(Type or print your name here)

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(Capacity of person(s) signing, e.g., Beneficial Purchaser, Executor or Administrator)

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE. Reminder Checklist: 1. 2. 3. 4. 5. Please sign the above release and declaration. Remember to attach supporting documentation, if available. Do not send original stock certificates. Keep a copy of your Claim Form and Release for your records. If you desire an acknowledgment of receipt of your Claim Form, please send it

Certified Mail, Return Receipt Requested. 6. If you move, please send us your new address.

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