Free Brief in Support of Motion - District Court of Colorado - Colorado

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Lawrence M. Rolnick (LR-0546) Gavin J. Rooney (GR-6251) Marcela A. Kirberger (MK-0529) LOWENSTEIN SANDLER PC Attorneys At Law 65 Livingston Avenue Roseland, New Jersey 07068 973.597.2500 Attorneys for 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. 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 ORAL ARGUMENT REQUESTED DOCUMENT ELECTRONICALLY FILED

______________________________________________________________________________ DECLARATION OF AUSTIN W. MARXE IN SUPPORT OF MOTION FOR CLASS CERTIFICATION ______________________________________________________________________________ I, Austin W. Marxe, declare: 1. I am the Managing Director of Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P., Special Situations Technology Fund New, L.P., and Special

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Situations Technology Fund II, L.P. (collectively, "Special Situations" or "Lead Plaintiffs"), Lead Plaintiffs in the above-captioned action. I make this declaration in support of Lead

Plaintiffs' Motion for Class Certification. Except as otherwise stated, I have personal knowledge of the facts stated in this declaration and, if called as a witness, I could and would competently testify to them. 2. I live in New York and I have not sought or served as a class representative in any other class action arising under the federal securities laws. 3. The Special Situations Funds are institutional investors organized as limited partnerships that are commonly managed by myself and by other Managing Directors. Special Situations are investment funds which receive money from a variety of investors, including individuals, pension plans, and college and university endowments. Special Situations purchases equity securities in public companies, and often invests in the stock of companies with small-market and micro-market capitalization. 4. On December 16, 2003, Special Situations held 693,304 shares of stock in Rogue Wave Software, Inc ("Rogue Wave"), a public company. Special Situations' decision to invest in Rogue Wave stock was based on their research, and a subjective review and analysis of the information obtained. This information includes public data regarding the companies, SEC filings, third-party analysts' reports, and, on occasion, investor conferences sponsored by a company's management. 5. On or about December 19, 2003, Quovadx, Inc. ("Quovadx") consummated an exchange offer (the "Exchange Offer") for all outstanding shares of Rogue Wave. In connection with this Exchange Offer, on December 10, 2003, Quovadx filed a

Registration Statement of Form S-4 with the Securities and Exchange Commission ("SEC"). 6. Pursuant to the Exchange Offer, Special Situations received $4.09 in cash and 0.5292 shares of Quovadx common stock for each share of Rogue Wave common stock it held. As a result of the Exchange Offer, Special Situations acquired 366,896 shares of Quovadx stock.

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7. No one at Special Situations has any personal or financial connection whatsoever to Quovadx, its directors or officers, or its employees. 8. As a result of its investments, Special Situations has been a party to securities litigation from time to time in order to protect its rights and fulfill its fiduciary duty to protect its investors. While none of these have been securities fraud class actions many were complex matters arising under or dealing with the federal securities laws and were brought against companies, like Quovadx, in which Special Situations had invested. 9. I have read the documents filed in this case, have had frequent and extensive conversations about the case with my counsel and understand the Complaint and its allegations. I am aware that Special Situations is seeking to represent a class of all individuals and entities who acquired the common stock of Quovadx as a result of the Exchange Offer with Rogue Wave on or about December 19, 2003, and are in a similar position as the Special Situations Funds. It is my understanding that the Complaint alleges that Defendants violated the federal securities laws by, among other things, recognizing revenue from the Company's agreement with the InfoTech Network Group when it had not yet earned it and incorporating false financial results for the third quarter of 2003 in the Registration Statement pursuant to which the Exchange Offer was consummated. 10. Special Situations is willing to serve as Class Representative. I,

personally, am also willing to provide testimony at deposition or trial. In fact, I have already been deposed in connection with Special Situations' application for Lead Plaintiff status. As Lead Plaintiff, Special Situations has taken an active role in this litigation. As a Class

Representative, Special Situations is willing to continue to take an active role and control the litigation, and are qualified to do so. I understand that Special Situations owes a fiduciary duty to all members of the Class to provide fair representation and to actively work with counsel to obtain the best recovery for the Class. I accept these obligations on behalf of Special Situations and will do my best to fully and faithfully discharge them and to protect the interests of the class. I also agree to take steps to keep myself informed at all times on the progress and status of the

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case, the strengths and weaknesses of the case, the prospects for settlement, and the resources invested in the suit or proposed to be invested in the suit. I speak with my counsel frequently about the status and progress of this case and will continue to interact with my counsel on a regular basis. Additionally, my counsel forwards to me copies of all important motions,

pleadings, and other documents filed in this case for review and comment. 11. I will not accept any payment for serving as a Class Representative beyond Special Situations' pro rata share of any recovery, except such reasonable costs and expenses, including lost wages, directly relating to the representation of the Class, as ordered and approved by the Court. Moreover, Special Situations did not acquire its shares of Quovadx stock through the Exchange Offer for Rogue Wave shares either at the direction of counsel or in order to participate in any private action arising under the PSLRA. Lead Plaintiffs acquired this stock due to their piror holdings of Rogue Wave stock, which shares Special Situations acquired as part of its normal research and investment activities. 12. Special Situations will fairly and adequately represent the Class because its interests are closely, if not exactly, aligned with the interests of other members of the Class. Additionally, I am not aware of any evidence of antagonism between Special Situations' interests and the Class Members' interests. Finally, I have selected a law firm that is highly experienced, sophisticated, and successful in prosecuting securities class actions to represent the class in this litigation. I declare under penalty of perjury under the law of the United States of America that the foregoing is true and correct and that I executed this declaration at New York, New York, on October 26, 2005.

s/Austin W. Marxe Austin W. Marxe

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