Exhibit 10.1


 


AMENDMENT TO LICENSE AGREEMENT


 


This
Amendment to License Agreement (the “Amendment”) is effective and entered into
as of July 29, 2008 by and between BRACCO INTERNATIONAL BV, a corporation
duly organized and existing under the laws of The Netherlands, having its
registered office at Strawinskylaan 3051, 1077 ZX Amsterdam, (hereinafter
referred to as “BRACCO”) and ACUSPHERE INC., a corporation organized and
existing under the laws of the State of Delaware, U.S.A (hereinafter referred
to as “ACUS”)


 


ACUS and BRACCO may each be alternatively referred to herein
individually as a “Party” or collectively as the “Parties”)


 


WHEREAS, the Parties
are parties to that certain License Agreement dated as of June 1, 2006,
(the “Agreement”) pursuant to which ACUS has licensed certain of BRACCO’s
patents; and


 


WHEREAS, the Parties
desire to amend the consideration provisions under Section 3.01 of the
Agreement and to add a new provision to Article III.


 


NOW, THEREFORE, in
consideration of the foregoing and the covenants, acknowledgements and
representations contained in this Amendment, the Parties hereby agree as
follows:


 


ARTICLE I.  DEFINITIONS


 


1.1                                 Definitions.
All capitalized terms used and not defined herein shall have the meanings
ascribed to them under the Agreement.


 


ARTICLE II.  AMENDMENT TO CONSIDERATION


 


2.1                                 Amendment.  Section 3.01(ii) of the Agreement
is hereby amended in its entirety to read as follows:


 


(ii)                                  non-refundable
sum of Euro 100,000.00 (one hundred thousand) in immediately available funds
within five business days after the acceptance by FDA (US Food and Drug Administration) of NDA (New Drug Application) filing package
relating to the Licensed Product, and 400,000.00 (four hundred thousand) on the
first anniversary of such acceptance by FDA (US
Food and Drug Administration) of NDA (New Drug Application) filing package relating to the
Licensed Product;


 


ARTICLE III. AMENDMENT TO CONSIDERATION


 


3.1                                 The
following Section will be added to Article III as Section 3.08
to read as follows:


 

















 


3.8                                 Improvements. ACUS
hereby grants to BRACCO a perpetual non-exclusive and royalty-free right and
license within the Field (as defined in the Agreement) to use and exploit any
intellectual property (including, without limitation, trade secrets, know-how, research,
studies, technology, computer software and related documentation and source
code) which ACUS may, starting from the Effective Date (i.e. June 1,
2006), directly or indirectly, develop that relates to, or to the use or
performance of, the Licensed Patents (the “Improvements”). At this respect,
during the term of the Agreement, ACUS will promptly disclose to BRACCO fully
and in writing all Improvements authored, conceived or reduced to practice by
ACUS and all patent applications filed by ACUS, or on ACUS’ behalf, that
relates to, or to the use or performance of, the Licensed Patents.


 


ARTICLE IV. MISCELLANEOUS


 


4.1Effect on Agreement.  This Amendment amends the Agreement.  The Agreement remains in full force and
effect and remains unchanged except as expressly amended hereby.  If there is any inconsistency between the
terms of this Amendment and the terms of the Agreement, the terms of this
Amendment shall control.


 


4.2Entire Agreement.  The Agreement, as amended by this Amendment,
sets forth all the licenses, covenants, promises, agreements, warranties,
representations, conditions, and understandings between the Parties hereto and
supersede all prior agreements and understandings between the Parties relating
to the subject matter hereof.  The
Agreement, as amended by this Amendment, including, without limitation, the
Exhibits attached thereto, is intended to define the full extent of the legally
enforceable undertakings of the Parties hereto.


 


IN WITNESS WHEREOF, the undersigned Parties have duly
executed and delivered this Amendment as of the date first written above.


 


	
  BRACCO INTERNATIONAL BV

  	
   

  	
  Acusphere, Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
      /s/
  Diana Bracco

  	
   

  	
  By:

  	
       

  	
  /s/ Sherri C. Oberg

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
    Diana Bracco

  	
   

  	
  Name:

  	
  Sherri C. Oberg

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Director Bracco Holdings BV

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  July 29, 2008

  	
   

  	
  Date:

  	
  July 29, 2008

  
											



 


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