Exhibit
10.1


 


 


 


 


 


CONTRACT WORK AUTHORIZATION (Form 1) RELEASE NO. 9


 


for


ENGINEERING AND


CONSTRUCTION MANAGEMENT SERVICES


 


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 6, 2004.


 





















 


CONTRACT WORK AUTHORIZATION RELEASE 9


(Form 1)


FOR


ENGINEERING AND CONSTRUCTION MANAGEMENT
SERVICES


 


THIS
Contract Work Authorization for the continuing performance of engineering,
construction management, procurement services and placement of subcontracts
(where applicable) is executed August 3, 2005 and 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 engineering, construction management, procurement services and
placement of subcontracts (where applicable) (authorized to date by Acusphere)
to be provided by Parsons for Acusphere from July 6, 2004 through August 31,
2005. This Contract Work Authorization (Form 1) Release 9 extends Parsons
performance period from July 31, 2005, as previously authorized per Contract
Work Authorization (Form 1) Release 8, to August 31, 2005.


 


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
continue to perform engineering construction management and other services as
required (hereinafter referred to as the “Services”) in connection with Owner’s
aseptic pharmaceutical manufacturing facility located at 890 East Street,
Tewksbury, Massachusetts (the “Facilities”), as previously set forth and
described in Exhibit 1, which is attached to Contract Work Authorization (Form
1) Release Number 1, which was executed by the parties November 11, 2004.


 


ARTICLE II                                                 ESTIMATED COST


 


	
  Previous total estimated cost up through

  	
   

  	
   

  	
   

  
	
  and including Contract
  Work Authorization

  	
   

  	
   

  	
   

  
	
  (Form 1) Release Number 8

  	
   

  	
  $21,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Estimated increase based
  on Contract

  	
   

  	
   

  	
   

  
	
  Work Authorization (Form
  1) Release Number 9

  	
   

  	
  $2,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Revised total estimated
  cost up through

  	
   

  	
   

  	
   

  
	
  this Contract Work
  Authorization (Form 1)

  	
   

  	
   

  	
   

  
	
  Release Number 9

  	
   

  	
  $23,500,000.00

  	
   

  



 


                                                It is
anticipated that the revised estimated costs added herein will be incurred
prior to August 31, 2005 and that, in accordance with the terms of the EPCM and
Contract Work Authorization (Form 1) Release Nos. 1, 2, 3, 4, 5, 6, 7, 8 and 9
if Acusphere were to terminate this contract during this term or elect to not
extend this contract beyond August 31, 2005, Acusphere will be liable for costs
which may exceed the amounts stated above.


 





















 


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 work covered by the
Contract Work Authorization shall commence and be completed as noted below:


 


Work commenced on July 6, 2004 and shall be
suspended at the end of the day August 31, 2005 unless a subsequent
authorization to continue is received by Parsons from Acusphere on or prior to
August 31, 2005.


 


All other terms and conditions for the Contract for
Engineering, Procurement and Construction Management Services, as previously
amended by Contract Work Authorization Numbers 1 through 8 remain unchanged.


 


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


 


	
  ACUSPHERE, INC.
  (“ACUSPHERE”)

  	
   

  	
  PARSONS COMMERCIAL
  TECHNOLOGY GROUP INC. (“PARSONS”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ JOHN THERO

  	
   

  	
  By:

  	
   

  	
  /s/ DANIEL MARIANI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Sr. Vice President and CFO

  	
   

  	
  Title

  	
   

  	
  Sr. Vice President