Exhibit 10.1


 


 


THIRD AMENDMENT


 


to


 


the Collaboration, License and Supply Agreement, dated July 6,
2004


 


by and between


 


Acusphere Inc. (“Acusphere”)


 


and


 


Nycomed Danmark ApS (“Nycomed”)


 


 


This
Third Amendment (the “Third Amendment”), effective as of June 4 2008, is
entered into by and between Acusphere and Nycomed (the “Parties”).


 


WHEREAS, the Parties are parties to a
Collaboration, License and Supply Agreement, dated July 6, 2004, as
amended by the First Amendment to such agreement dated as of October 15,
2005 and the Second Amendment to such agreement dated February 9, 2006 (as
so amended, the “Agreement”);
and


 


WHEREAS, in order to accelerate
qualification of Acusphere’s manufacturing facility under applicable
governmental regulations, the Parties have agreed that Nycomed will contribute
to the manufacturing of validation batches, including the purchase of relevant
raw materials and other manufacturing related capital and personnel
expenditures up to $750,000, such amounts to be credited against future payments
to Nycomed for the commercial supply of AI-700 (Imagify), on the terms and
conditions set forth herein;


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:


 


1.               Nycomed shall reimburse
Acusphere an amount not to exceed $750,000 in the aggregate for expenses
arising from and after June 1, 2008 related to Acusphere’s qualification
of its commercial manufacturing facility in Tewksbury, Massachusetts under
applicable governmental regulations, including the manufacture of validation
batches, the purchase of relevant raw materials and related capital and
personnel expenditures.  Any such amounts
shall be payable upon receipt of monthly invoice(s) describing with reasonable
specificity the nature of the expenditures. Section 4.05 (c) of the
Agreement shall not apply to any payments hereunder.


 


2.               Section 7.01 of the
Agreement shall be amended, so that the following sentence shall be added the
end of the section:


 


“Notwithstanding the foregoing, an amount equal to $
750,000 shall be credited against the initial purchases of Products hereunder,
so that Nycomed shall only pay for Products delivered after such $ 750,000 has
been fully credited.”


 


 


 


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3.               Acusphere agrees to have
right to payments under point 1 above solely for the purposes described above
and shall supply copies of third-party invoices (or adequate internal
bookkeeping documentation as to personnel expenditures) from such activities in
support of each Acusphere invoice presented to Nycomed in support of these
activities.


 


4.               This document is an
amendment to the terms of the Agreement as set out in Section 19.11 of the
Agreement. Except as otherwise set forth herein, all of the terms and
conditions of the Agreement shall remain in full force and effect between the
Parties.


 


IN WITNESS WHEREOF, the
Parties hereto have caused this Third Amendment to be executed in duplicate by
their duly authorized officers as of the date first above stated.


 


	
  ACUSPHERE,
  INC.,

  	
  NYCOMED  DANMARK ApS

  
	
  a
  Delaware corporation

  	
  a
  Danish corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Sherri C. Oberg

  	
   

  	
  By:

  	
  /s/
  Runar Bjorklund

  
	
  Name:

  	
  Sherri
  C. Oberg

  	
  Name:

  	
  Runar
  Bjorklund

  
	
  Title:

  	
  President
  and Chief Executive Officer

  	
  Title:

  	
  CFO

  
	
  Date:

  	
  June 20,
  2008

  	
  Date:

  	
  June 26,
  2008

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Charles Depasse

  
	
   

  	
   

  	
  Name:

  	
  Charles
  Depasse

  
	
   

  	
   

  	
  Title:

  	
  EVP,
  Human Resources

  
	
   

  	
   

  	
  Date:

  	
  June 26,
  2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
									



 


 


 


 


 


 


 


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