Exhibit 10.1


 


CONTRACT WORK AUTHORIZATION (Form 2)
RELEASE NO. 2


 


for


AGENCY PROCUREMENTS


Between


 


ACUSPHERE, INC. (“ACUSPHERE/OWNER”)


 


and


 


PARSONS COMMERCIAL TECHNOLOGY
INC. (“PARSONS”)


 


 


All work authorized by Acusphere and performed by Parsons in accordance
with this Contract Work Authorization shall be governed by the “Terms and
Conditions for Engineering, Procurement and Construction Management Services
between Acusphere, Inc. and Parsons Commercial Technology Group Inc.”,
(the EPCM), Effective date July 2, 2004.


 





















 


CONTRACT WORK AUTHORIZATION NO. 2


(Form 2)


FOR


AGENCY PROCUREMENTS


 


THIS
Contract Work Authorization for the placement of agency procurements is
executed March 9, 2005 between ACUSPHERE, INC., with principal offices at
500 Arsenal Street, Watertown, Massachusetts 02472 (“Acusphere/Owner”) and
PARSONS COMMERCIAL TECHNOLOGY GROUP INC. (“PARSONS”), with principal offices
for this project located at 150 Federal Street, Boston, Massachusetts 02110.


 


This Contract Work Authorization, the scope of which
is defined below, is intended to cover agency procurements by Parsons for
Acusphere from July 6, 2004 through April 1, 2005.


 


It is understood and agreed that this Contract Work
Authorization for procurements (Form 2) shall only be used to cover the
actual approved cost of purchase orders and other forms of awards Parsons
places with outside vendors/contractors/ leasing companies, etc. as an Agent
for Acusphere.


 


The time charged by Parsons for agency procurement
services shall be authorized by a Contract Work Authorization form for “Engineering
and Construction Management Services” (Form 1).


 


It is also understood and agreed that the Contract
Work Authorization forms for “Engineering and Construction Management Services”
(Form 1) shall be used to cover the actual approved cost of subcontracts
placed with outside subcontractors on a non-agency basis by Parsons, as well as
the time charged by Parsons for its subcontracting activities.


 


IN
CONSIDERATION of the covenants hereinafter set forth, the parties hereto
mutually agree as follows:


 


ARTICLE I                                                                                     SCOPE OF SERVICES


 


1.1                                 Description of Services


 


Parsons shall, as an agent to Acusphere, procure
required equipment (hereinafter referred to as the “agency procurements”) in
connection with Owner’s aseptic pharmaceutical manufacturing facility located
at 890 East Street, Tewksbury, Massachusetts (the “Facilities”) as specifically
set forth in the document sent from Parsons to Acusphere on March 8, 2005
titled “Acusphere AI-700-301 Commercial Manufacturing Facility Comparison of Form 2
Commitments 1-Mar-05”.


 





















 


ARTICLE II                                                                                 ESTIMATED COST OF AGENCY PROCUREMENTS


 


	
  Previous total estimated cost up through and
  including Contract Work Authorization (Form 2) Release Number 1

  	
   

  	
  $

  	
  3,928,787.44

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Estimated increase based on Contract Work
  Authorization (Form 2) Release Number 2

  	
   

  	
  $

  	
  690,359.00

  	
   

  
	
  Note: The amounts shown on Authorization No. 2
  for Agency Purchase Orders shall be paid by Acusphere to vendors directly and
  will not flow thru Parsons books. This amount includes Agency Purchase Orders
  issued, under prior purchase authorization, after July 6, 2004 but
  before the execution date of this Contract Work Authorization (Form 2)
  Release Number 2.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Revised total estimated cost up through this
  Contract Work Authorization (Form 2)

  Release Number 2

  	
   

  	
  $

  	
  4,619,146.44

  	
   

  



 


ARTICLE III                                                                             TERMS AND CONDITIONS


 


THE PARTIES ACKNOWLEDGE AND
AGREE THE TERMS AND CONDITIONS OF THIS AGREEMENT HAVE BEEN FREELY, FAIRLY AND
THOROUGHLY NEGOTIATED. FURTHER, THE PARTIES ACKNOWLEDGE AND AGREE SUCH TERMS
AND CONDITIONS, INCLUDING BUT NOT LIMITED TO THOSE RELATING TO WAIVERS,
ALLOCATIONS OF, RELEASES FROM, INDEMNITES AGAINST AND LIMITATIONS OF LIABILITY,
WHICH MAY REQUIRE CONSPICUOUS IDENTIFICATION, HAVE NOT BEEN SO IDENTIFIED
BY MUTUAL AGREEMENT AND THE PARTIES HAVE ACTUAL KNOWLEDGE OF THE INTENT AND
EFFECT OF SUCH TERMS AND CONDITIONS. EACH PARTY ACKNOWLEDGES THAT IN EXECUTING
THIS AGREEMENT IT RELIED SOLELY ON ITS OWN JUDGEMENT, BELIEF, AND KNOWLEDGE,
AND SUCH ADVICE AS IT MAY HAVE RECEIVED FROM ITS OWN COUNSEL, AND IT HAS
NOT BEEN INFLUENCED BY ANY REPRESENTATION OR STATEMENTS MADE BY ANY OTHER PARTY
OR SUCH OTHER PARTY’S COUNSEL. NO PROVISION IN THIS AGREEMENT IS TO BE
INTERPRETED FOR OR AGAINST ANY PARTY BECAUSE THAT PARTY OR ITS COUNSEL DRAFTED
SUCH PROVISION.


 


ARTICLE IV                                                                             SCHEDULE


 


It is estimated that the
agency procurements covered by this Contract Work Release shall be scheduled
for delivery as noted on the agency purchase orders and other forms of agency
agreements.


 


All other terms and
conditions for the Contract for Engineering, Procurement and Construction
Manager Services, as previously amended by Contract Work Authorization (Form 2)
Release Number 1 remain unchanged.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Contract Work Authorization, document as of
the date and year first above written.


 


2





















 


	
  ACUSPHERE, INC. (“ACUSPHERE”)

  	
  PARSONS COMMERCIAL
  TECHNOLOGY GROUP INC. (“PARSONS”)

  
	
   

  	
   

  
	
  By:

  	
  /s/ John F. Thero

  	
   

  	
  By:

  	
  /s/ Todd
  Williams, Jr.

  	
   

  
	
   

  	
  Senior Vice President

  	
   

  	
   

  	
  Deputy Division Manager

  	
   

  
	
  Title

  	
  Title

  	
   

  



 


3