**Exhibit10.2**

[CONFIDENTIALTREATMENT REQUESTED] /*/ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICHCONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEENFILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACTOF 1934, AS AMENDED.

**PATENTLICENSE AGREEMENT**

This Agreement is made by and between

BRACCO INTERNATIONAL BV, a corporation duly organized and existingunder the laws of The Netherlands, having its registered office atStrawinskylaan 3051, 1077 ZX Amsterdam, (hereinafter referred to as “BRACCO”)

and

ACUSPHERE INC., a corporation organized and existingunder the laws of the State of Delaware, U.S.A (hereinafter referred to as “ACUS”)

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

WHEREAS, BRACCO owns or controls certain patent rightspertinent to ultrasound contrast agents;

WHEREAS, ACUS wishes to obtain licenses under thepatent rights specified hereinafter and BRACCO is willing to grant suchlicenses on the terms and conditions as set forth hereinafter.

NOW, THEREFORE, in consideration of the mutualcovenants and premises contained herein, the Parties agree as follows:

# **Article 1Definitions**

As used in the Agreement, terms referred to in thesingular shall include the plural (and *viceversa*) unless the express terms or context herein clearly requireotherwise, and the following terms shall have the following meanings:

1.01                           “Agreement”shall mean this present document and all Exhibits attached hereto and signed orinitialled by the Parties hereto, all of which Exhibits form an integral parthereof.

1.02                          “ACUS Net Sales” shall mean the amounts invoiced on the sales ofLicensed Product carried out in the Territory by ACUS, its Subsidiaries**,**and****its Sub-Licensees under this 

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Agreementother than Nycomed Danmark APS (“Nycomed”) to independent, unrelated third parties in bona fide arms’ lengthtransactions, less (i) trade, cash and quantity discount; (ii) refunds, creditsor other write-offs, (iii) sales taxes (excluding taxes paid on net income),and government mandated rebates and (iv), two percent (2%) flat deduction tocover shipping and freight charges and any other expenses and deduction nototherwise accounted for. Except pursuant to paragraph (iv) above, any and alldeductions used in the calculation of ACUS Net Sales are allowable only to theextent that they have actually  beenincluded in the amounts invoiced or otherwise charged or granted on the salesof Licensed Products.

With respect to the sales of Licensed Product carriedout in by Nycomed in the countries covered by the license agreement at presentin force between ACUS and Nycomed and that are listed in Exhibit 2.01, ACUS NetSales shall be the net sales reported by Nycomed to ACUS according to the termsset forth in the license agreement between ACUS and Nycomed, provided that anyand all deductions used in the calculation of such net sales are allowable onlyto the extent that they have actually been included in the amounts invoiced orotherwise charged or granted on the sales of Licensed Products.

1.03         “Effective Date” shall mean the date ofthe last signature of the Agreement

1.04         “Field” shall mean ultrasounddiagnostic imaging

1.05                           “LicensedPatents” shall mean the patents and patent applications listed in Exhibit 1.05

1.06                           “LicensedProduct” shall mean AI-700, an ultrasound contrast agent in the form of [CONFIDENTIALTREATMENT REQUESTED] /*/

1.07                          “Sub-Licensees”shall mean Nycomed,  any PermittedSublicensee to which a sub-license is granted under this Agreement and anyother third party, selected by ACUS and approved by BRACCO pursuant to Section2.01, granted with a sub-license under this Agreement.

1.08                          “Subsidiaries”shall mean any corporation, company or other entity of which more than fiftyper cent (50%) of the issued and outstanding capital, or of which more thanfifty per cent (50%) of the power to vote for the election of the directors, ormore than fifty per cent (50%) of which, in the case of a non-stock-issuingentity, is owned or controlled, directly or indirectly, by BRACCO or by ACUS,but only for as long as such ownership or control exists.

1.09                          “PermittedAssignee” shall mean any corporation, company, person or entity, other than thecompanies listed on Exhibit 1.08 hereto and their respective Subsidiaries, lessthan US $ 5,000,000.00 (five million) of whose revenues in the most recentfiscal year were provided by sales of diagnostic****imagingagents (excluding revenues derived from the contract manufacturing ofdiagnostic imaging agents on behalf of third parties where the contractmanufacturer does not actively market or sell the diagnostic imaging agent toend-users), including those corporations, companies or entities****to whom the assignment has been approved by BRACCO according tothe procedure set forth in Section 6.02 (b) hereunder.

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1.10                          “PermittedSublicensee” shall mean any corporation, company, person or entity, otherthan  the companies listed on Exhibit1.08 hereto and their respective Subsidiaries, less than US $ 5,000,000.00(five million) of whose revenues in the most recent fiscal year were providedby sales of diagnostic imaging agents (excluding revenues derived from thecontract manufacturing of diagnostic imaging agents on behalf of third partieswhere the contract manufacturer does not actively market or sell the diagnosticimaging agent to end-users).

1.11                          “ValidClaim” means a claim of any pending patent application and/or any issued andunexpired Licensed Patent which has not lapsed, become abandoned or been heldrevoked, invalid, or unenforceable by a decision of a court or administrativeor government authority or agency of competent jurisdiction from which noappeal can be or has been taken within the time allowed for such appeal, andwhich has not been admitted to be invalid or unenforceable through reissue,disclaimer or otherwise.

1.12                          “Territory”shall mean any country in the world where a Valid Claim exists. Exhibit 1.09lists such countries at the time of the execution of the Agreement.

**Article 2Licenses**

2.01                           Subjectto the terms and conditions provided for in the Agreement, BRACCO hereby grantsto ACUS and its Subsidiaries a non-exclusive, indivisible, non-transferable(except as set forth herein), license in the Territory limited to the Field,with the limited right to grant sublicenses as set forth here below in thisSection 2.01, under the Licensed Patents to make, have made, develop, havedeveloped, use, sell, offer to sell, import and distribute  the Licensed Products.

ACUS shall have the right to grant a sublicense underthe Licensed Patents to Nycomed Danmark APS for the countries covered by the license agreement at present in forcebetween ACUS and Nycomed that are listed in Exhibit 2.01 and that are part ofthe Territory. Acusphere shall have the right to grant a sub-license under theLicensed Patents to a Permitted Sublicensee without Bracco’s prior approval. Insuch a case ACUS shall timely communicate to BRACCO the name of such PermittedSublicenses and the pertaining countries covered by the Permitted Sublicensee.If ACUS wishes to  sublicense the  Licensed Patents in any country of theTerritory through a****third party****that is not a Permitted Sublicensee, ACUS shall request theprior written approval of BRACCO to sublicense the Licensed Patents to suchthird party, which approval shall not be unreasonably withheld or delayed.  Requests for consent shall be made by ACUS,and BRACCO shall respond, as set forth in Section 6.02, below. Sub-licenceshereunder shall not be inconsistent with the terms of this Agreement, shall notinclude the right to grant further sub-licences under the Licensed Patents andshall automatically and immediately terminate upon termination of the Agreement.

2.02                        Uponpayment by ACUS under Section 3.02 below of an aggregate amount of royalties (including the 50% of the amounts paid pursuantto Section 3.01 (a) (iii) and (iv) credited 

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as advance royalties underSection 3.01(b)) equal to Euro 10,000,000.00 (ten millions), the licensesgranted under this Agreement shall be deemed fully paid-up as far as royaltypayment is concerned and, subject to ACUS’s fulfilment with the terms of thisAgreement and provisions set forth in Section 6.02, shall thereafter be  irrevocable.

**Article3**

**Consideration**

3.01                           Milestones.(a) In consideration of the rights and license granted hereunder with respectto the Licensed Patents, ACUS shall pay to BRACCO:

(i)                                     non-refundablesum of Euro 500,000.00 (five hundred thousand) in immediately available fundswithin five business days after the signature of the Agreement;

(ii)                                  non-refundablesum of [CONFIDENTIAL TREATMENT REQUESTED] /*/ in immediately available fundswithin five business days after the acceptance by FDA (*US Food and Drug Administration*) of NDA (*New Drug Approval*) filing package relatingto the Licensed Product;

(iii)                               non-refundablesum of [CONFIDENTIAL TREATMENT REQUESTED] /*/ in immediately available fundswithin five business days after the obtainment in the first country in Europeof the marketing approval relating to the Licensed Product;

(iv)                              nonrefundable sum of [CONFIDENTIAL TREATMENT REQUESTED] /*/ in immediatelyavailable funds within five business days after the obtainment in USA of themarketing approval relating to the Licensed Product.

The above amountsshall be net of any imposed tax, duty etc.

(b) The parties acknowledge and agree that the 50%(fifty per cent) of the sum that ACUS will pay to BRACCO pursuant to paragraphs3.01 (a) (iii) and (iv) above shall be considered as advance royalty payment tobe off-set against future royalty payments due by ACUS to BRACCO pursuant toSection 3.02 (a) below, according to the mechanism set forth in Section 3.02(b).

3.02                          Royalties. (a) In furtherconsideration of the license granted in Article 2 hereof, during the term ofthe Agreement ACUS shall pay BRACCO a royalty in an amount equal to:

(i)                                                       until such time as the total cumulative amount of ACUS Net Sales (“CumulativeNet Sales”) equals [CONFIDENTIAL TREATMENT REQUESTED] /*/, [CONFIDENTIALTREATMENT REQUESTED] /*/ % of ACUS Net Sales;

(ii)                                                    from the time that Cumulative Net Sales are greater than [CONFIDENTIALTREATMENT REQUESTED] /*/ until they equal [CONFIDENTIAL TREATMENT REQUESTED]/*/, [CONFIDENTIAL TREATMENT REQUESTED] /*/ % of ACUS Net Sales;

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(iii)                                                 at all times after Cumulative Net Sales have reached [CONFIDENTIALTREATMENT REQUESTED] /*/, [CONFIDENTIAL TREATMENT REQUESTED] /*/ % of ACUS NetSales.

(b) The parties acknowledge and agree that ACUS shallbe entitled to terminate the payment of the royalty when the total amount ofroyalty paid by ACUS to BRACCO (including amounts paid pursuant to Section 6.02(a)) has reached . As a consequence of the credit against future royaltiesprovided for in Section 3.01 (b), then

(i) ACUS shall be entitled to terminate the payment ofthe royalty when the total amount of royalty paid by ACUS to BRACCO has reached[CONFIDENTIAL TREATMENT REQUESTED] /*/ in case ACUS has already paid to BRACCOthe amount provided for in either Section 3.01 (a) (iii) or 3.01 (a) (iv)

(ii) ACUS shall be entitled to terminate the paymentof the royalty when the total amount of royalty paid by ACUS to BRACCO hasreached [CONFIDENTIAL TREATMENT REQUESTED] /*/, in case ACUS has already paidto BRACCO the amounts provided for in both Section 3.01 (a) (iii) and 3.01 (a)(iv).

3.03                           Payments. During the termof the Agreement, within sixty (60) days after the end of each calendar quarterfollowing the first sale of the Licensed Product in the market, ACUS shallsubmit to BRACCO a written statement, according to the model attached inExhibit 3.03, identifying the number of Licensed Products sold in the relatingcalendar quarter for which royalties are payable and the amount of royaltiesdue according to Section 3.02 above. Concurrent with the submission ofroyalties statement, ACUS shall pay to BRACCO the full amount of royaltiesshown thereon. For royalties based on Net Sales of Nycomed, ACUS shall have 75days after the end of each calendar quarter to provide such report and payment.

ACUS shall pay toBRACCO in Euro to the account of BRACCO specified in Exhibit 3.03 or such other account as designated byBRACCO, all in accordance with the instructions by BRACCO as may be modifiedfrom time to time, and by the due dates of the written statements of Section3.03, the royalties due as specified in such written statements. Net Sales denominated in local currencies shallbe converted in Euro using the exchange rate fixed by the European Central Bankon the last business day of the relevant calendar quarter.

3.04                           Records. In order that the royalties andstatements provided for in this Article 3 may be verified, ACUS shall keepcomplete and accurate books and records relating to all receipts of ACUS NetSales by or for it and/or its Subsidiaries, sub-licensee and/or distributors,for a period of three (3) years following such sales or other disposals. Uponseven (7) days prior written notice to ACUS, BRACCO shall have the right toinspect the books and records of ACUS and/or its Subsidiaries from time totime, in order to verify the correctness of the aforementioned royaltystatements. Any such inspection shall take place no more than once in eachcalendar year and shall be conducted by an independent auditor selected byBRACCO and reasonably accepted by ACUS. ACUS shall willingly co-operate andprovide all such assistance in connection with such inspection as BRACCO and/orits representatives may reasonably require. Such independent auditor shallagree to maintain the confidentiality of ACUS books and records, it being 

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understood that the only information that he shall be entitled todisclose to BRACCO shall be his conclusions regarding whether theaforementioned royalty statements were correct and, if not, in what respectsthey were incorrect.

The inspection shall be conducted at BRACCO’ own expense, providedthat in the event that any underpayment of the monies actually due isestablished, in addition to ACUS’s obligation promptly to make up for suchunderpayment increased by the interest according to Article 3.05, the cost ofthe inspection shall be borne by ACUS, without prejudice to any other claim orremedy as BRACCO may have under the Agreement or under applicable law.  BRACCO’ right of inspection as set out in thisArticle 3.04 shall survive termination or expiration of this Agreement for aperiod of 3 years.

ACUS agrees to furnish whatever additional information BRACCO mayreasonably request from time to time in order to enable BRACCO to ascertainACUS Net Sales and the amount of royalties payable.

3.05                           Interest. If ACUS does not pay any amount dueby the dates specified in Articles 3.01 and 3.03, such amounts shallautomatically accrue interest on a daily basis at the yearly rate of EURIBORthree months plus 150 basis points calculated from the due date until the dateof payment.

3.06                          Termination. The obligation of ACUS to pay royalties hereunder shall terminate foreach country concurrently with the expiration or termination of the lastapplicable Valid Claim of the Licensed Patents in such country in which theLicensed Product is developed, made, used or sold.

3.07                          Taxes. All payments due hereunder shall be paid after deducting any taxes orother fees which may be imposed on such payments by any government (other thantaxes payable****by ACUS on its income).  Any withholding tax required to be withheldby ACUS on royalty payments under the laws of any country on behalf of BRACCOwill be timely paid by ACUS to the appropriate governmental authority, and ACUSwill furnish BRACCO with proof of payment of such tax.  If at any time legal restrictions prevent theprompt remittance of part or all of any payments owed by ACUS to BRACCOhereunder with respect to any country, payment shall be made through any lawfulmeans or methods that may be available, and as ACUS shall reasonably determineis appropriate.

**Article 4**

**Term and Termination**

4.01                          This Agreement shall be effective as from theEffective Date and, unless terminated earlier pursuant to Article 4.02, Article4.03, Article 6.02 or Article 6.05, shall remain in force and effect until thedate of expiration of the last to expire of Valid Claim of the Licensed Patentsin each country.

4.02                          In the event of a material breach ofor a material failure to perform any of the obligations set forth in theAgreement by ACUS or BRACCO or any of their respective Subsidiaries, thenon-breaching Party shall have the right to terminate the Agreement forthwithby notice in writing, provided that it has given written notice to the other Partydescribing the 

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details of the alleged breach or failure and such breach or failureis not corrected within thirty (30) days after written notice describing suchbreach or failure has been given by the non-breaching Party.

4.03                          If a Party enters into a proceedingrelating to dissolution, files a voluntary petition in bankruptcy, seeks anycourt or governmental protection from creditors or makes any assignment forcreditors, or should an order be entered pursuant to any law relating tobankruptcy or insolvency appointing a receiver or trustee for such Party, theother Party may give written notice terminating the Agreement and the Agreementshall then be terminated in accordance with the notice; provided that in noevent shall BRACCO take any action seeking to terminate or modify the Agreementby reason of or in connection with its dissolution or bankruptcy, or any otheract taken, or occurrence or event incurred, by BRACCO as described in thisArticle 4.03.

4.04                           The following rights and obligationsshall survive any termination of the Agreement to the degree necessary topermit their fulfilment or discharge:

(a)                                  BRACCO’ right to receive or recoverand ACUS’s obligation to pay royalties on Net Sales made prior to the date ofsuch termination as well as any applicable interest accrued or to accrue forpayment at the time of termination, and

(b)                                 the inspection rights pursuant toArticle 3.04 for so long as any amount payable under Section 3.02 remainsunpaid; and

(c)                                  the confidentiality obligations ofArticle 6.06.

**Article5**

**Representations and Warranties; Limitation ofLiability**

5.01                          Representations and Warranties of ACUS. ACUS hereby represents and warrants (a) that it has been duly organized,and is validly existing and in good standing as a corporation under the laws ofthe State of Delaware, (b) that it has all requisite power and authority toenter into this Agreement, (c) that this Agreement has been duly authorized,executed and delivered by ACUS, (d) that this Agreement is a valid, binding andenforceable agreement of ACUS,  (e) thatentering into and performing this Agreement will not conflict with or violateany other agreement or understanding of ACUS, (f) that it and its Subsidiariesare not involved in any pending action or procedure to oppose or challenge thevalidity of any of the Licensed Patents.

5.02                          Representations and Warranties ofBRACCO.  BRACCO hereby represents and warrants (a)that this Agreement has been duly authorized, executed and delivered by BRACCO,(b) that this Agreement is a valid, binding and enforceable agreement ofBRACCO, (c) that entering into and performing this Agreement will not conflictwith or violate any other agreement or understanding of BRACCO, (d) that thereis no pending or in writing threatened claim or litigation challenging orquestioning the validity of, ownership or rights under the Licensed Patents,and (e) that BRACCO has good and title to the Licensed Patents, free and clearof any liens, pledges or encumbrances of any description. Based upon 

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the definition of theLicensed Product included herein, which ACUS hereby represents and warrants isan accurate and complete (where “complete” is intended to the extent to supportthe following representations and warrants of BRACCO) description of itsproduct AI-700, BRACCO represents and warrants that, to the best of itsknowledge, Exhibit 1.05 lists all patents and patent applications now owned orcontrolled by BRACCO that contain Valid Claims that would be infringed by themanufacture, use or sale of  the LicensedProduct in any jurisdiction.

**5.03****                      ****EXCEPT AS EXPRESSLYSET FORTH IN THIS ARTICLE V, NEITHER ACUS NOR BRACCO MAKES ANY REPRESENTATIONSOR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS, THELICENSED PATENTS, THE LICENSED TECHNOLOGY, OR ANY OTHER MATTER RELATED TO THISAGREEMENT.  WITHOUT LIMITATION OF THEFOREGOING, ACUS AND BRACCO EACH EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OFMERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.**

5.04                          Except as specifically set forth inthe Agreement, BRACCO makes no warranties or representations relating to themanufacture, purchase, sell or use of the Licensed Products, whether express orimplied (by statute or otherwise), and all warranties implied by law orotherwise are specifically excluded.

5.05                          ACUS shall hold harmless and keepindemnified BRACCO and its Subsidiaries with respect to any and all claims, andcosts and expenses incurred as a result of defending such claims, by thirdparties against BRACCO and/or its Subsidiaries relating to or arising from thedevelopment, manufacture, purchase, sale or use by ACUS and/or itsSubsidiaries, Sub-licensees of any Licensed Product.

**Article6**

**Miscellaneous**

6.01                          The Agreement and the licenses grantedherein shall inure to the benefit of the Parties hereto and to any of theirrespective Subsidiaries.  Except inconnection with the sale or other disposition by ACUS of its entire AI-700business to a Permitted Assignee, in which case no approval by BRACCO shall berequired, neither ACUS, nor its Subsidiaries shall assign or transfer any ofits rights hereunder without the prior written consent of BRACCO which shallnot be unreasonably withheld, whether such assignment or transfer is by way ofmerger, acquisition of stock or assets, contract, change of control, operationof law, or otherwise.

6.02                          (a)            Inthe event ACUS desires to assign its right under Section 6.01 hereof to aPermitted Assignee, ACUS shall promptly inform BRACCO communicating the name ofsuch Permitted Assignee and, at the time of such assignment, ACUS shall pay toBRACCO an amount equal to [CONFIDENTIAL TREATMENT REQUESTED] /*/ minus all amounts previously paid toBRACCO as royalties hereunder (including 50% of amounts paid pursuant toSection 3.01 (a) (iii) and (iv)).

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(b)           In the event thatACUS desires to market or sell the Licensed Product in the Territory throughanyone other than a Permitted Sublicensee or to assign its rights under Section6.01 hereof to anyone other than a Permitted Assignee, it shall submit arequest in writing to BRACCO.  Suchrequest  shall be delivered by registeredletter anticipated by facsimile or email pursuant to Section 6.07, and shallinclude the name of the proposed sublicensee or assignee and, in the case of asublicense, the proposed territory to be covered by such sublicensee.  BRACCO shall have fifteen full business daysafter receipt of such request to respond to ACUS, and any response refusing therequested consent shall state the reasons for such refusal.  If BRACCO does not respond to ACUS’s requestwith such reasons by 5:00 p.m., Boston Time, on the fifteenth full business dayin Boston after receipt of the request by BRACCO, it shall be deemed to haveconsented to such request for all purposes hereunder.

(c)            If ACUS’ requestof BRACCO’s permission according to Section 2.01 to sublicense the LicensedPatents to a third party that is not a Permitted Sublicensee is refused byBRACCO and, notwithstanding BRACCO’s refusal, ACUS grants any right to marketor sell the Licensed Product in the Territory to such third party, BRACCO mayterminate the Agreement with respect to the particular jurisdiction orjurisdictions within the Territory where the Licensed Product is marketed orsold through such third party, but shall have no other remedy under this Agreement.

(d)           If ACUS’ requestof BRACCO’s permission to assign under Section 6.01 hereof****itsrights and obligations hereunder to a third party that is not a PermittedAssignee is refused by  BRACCO, ACUS,within thirty (30) days from BRACCO’s refusal, may terminate the Agreement uponpayment to BRACCO of (i) an amount equal to [CONFIDENTIAL TREATMENT REQUESTED]/*/ minus all amounts previously paid to BRACCO as royalties hereunder(including 50% of amounts paid pursuant to Section 3.01 (iii) and (iv)),  and (ii) an amount equal to [CONFIDENTIALTREATMENT REQUESTED] /*/ as additional financial compensation.   In such event, BRACCO agrees to negotiate ingood faith with such third party, to whom ACUS has sold or otherwise disposedits entire AI-700 business, the terms and conditions of a license agreementunder the Licensed Patents.

6.03                          Nothing contained in the Agreementshall be construed as:

(i)               a warranty or representation by BRACCOand/or its Subsidiaries as to the validity or scope of any patent rights licensedhereunder; or,

(ii)             a warranty or representation that anymanufacture, sale, lease, use or other disposition of Licensed Productshereunder will be free from infringement of third parties’ patent rights, orother industrial or intellectual property rights, under which no expresslicenses have been granted pursuant to the Agreement; or,

(iii)         an obligation on BRACCO and/or its Subsidiaries to file any patentapplication or to secure any patent rights or maintain any patent rights inforce; or,

(iv)        an agreement to bring or prosecute actions or suits against thirdparties for 

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infringement or conferring any rights to bring or prosecute actionsor suits against third parties for infringement; or,

(v)           conferring any right upon ACUS and/or its Subsidiaries to use inadvertising, publicity or otherwise, any trademark, trade name or names, or anycontraction, abbreviation or simulation thereof, of BRACCO and/or itsSubsidiaries, except that ACUS may state that its ultrasound contrast agentproducts are licensed under BRACCO’ patents; or,

(vi)        conferring upon ACUS and/or its Subsidiaries any license or otherright under any patent rights or other industrial or intellectual propertyrights except for the licenses and rights expressly granted hereunder; or,

(vii)     an obligation of BRACCO and/or its Subsidiaries to furnish anytechnical information or know-how to ACUS and/or its Subsidiaries.

## 6.04                          Each Party shall give prompt notice to theother if either Party becomes aware of any infringement or threatened infringementof the Licensed Patents. ACUS agrees not to take any steps in, or to compromiseany litigation relating to the Licensed Patents, or threatened or potentiallitigation, without the prior written consent of BRACCO.

6.05                           If ACUS, its Subsidiaries or itsSub-licensees initiates and/or carries on any action or procedure to oppose orchallenge the validity of any of the Licensed Patents, any and all sums setforth in Article 3.01 will become immediately due and BRACCO shall be entitledat its own discretion either to terminate the Agreement forthwith or,irrespectively of what is provided for in Sections 3.02 (a) and 3.02 (b), toreceive from ACUS a royalty equal to [CONFIDENTIAL TREATMENT REQUESTED] /*/ % of ACUS Net Sales until the expiration o f the Agreement.

## 6.06                          During the term of the Agreement and for aperiod of five (5) years following the expiration or earlier terminationhereof, each Party shall maintain in confidence the information received by theother Party, including but not limited to the ones relating to the existenceand terms of the Agreement, and shall not disclose, use or grant the use ofsuch information of the other Party, except on a need-to-know basis to suchParty’s or its Subsidiaries’ directors, officers and employees, and such Party’sconsultants and collaborators, to the extent such disclosure is reasonablynecessary in connection with such Party’s activities as expressly authorized bythe Agreement.  To the extent thatdisclosure to any person is authorized by the Agreement, prior to disclosure, aParty shall advise such person of the confidential nature of such informationand not to disclose, use or grant the use of the information of the other Partyexcept as expressly permitted under the Agreement. The confidentiality obligationsunder this Article 6.05 shall not apply to the extent that a Party is requiredto disclose information by applicable law, regulation or order of agovernmental agency or a court of competent jurisdiction; provided, however,that to the extent practicable, such Party (a) shall provide advancewritten notice thereof to the other Party and consult with the other Partyprior to such disclosure with respect thereto, and (b) shall provide theother Party with reasonable assistance, as requested by 

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## the other Party, toobject to any such disclosure or to request confidential treatment thereof, and(c) shall take reasonable action to avoid and/or minimize the extent of suchdisclosure. BRACCO understands that promptly after execution of this Agreement,ACUS shall report the Agreement pursuant to a filing of a report on Form 8-Kwith the United States Securities and Exchange Commission (“SEC”), which reportshall include filing a copy of this Agreement with the exclusion of thoseSections relating to the financial and commercial terms that, upon ACUS’ promptrequest, the SEC will accept to maintain confidential.

6.07                           Any notice or request required orpermitted to be given under or in connection with this Agreement or the subjectmatter hereof, shall be deemed to have been sufficiently given when, if givento ACUS, addressed to:

Sherri Oberg,President and CEOAcusphere, Inc.500 Arsenal StreetWatertown, MA 02472USA

Facsimile:  (617) 926-4750Phone: (617) 648-8800

and, if given toBRACCO, addressed to:

Dr. Roberto RettaniCEO and Managing DirectorBracco Imaging SpaVia Egidio Folli 5020134 MilanoItaly

Phone:      (+39) 02 21 77 28 18Facsimile:  (+39) 02 21 77 27 71

 

copy to:

Legal DepartmentBracco SpaVia Egidio Folli 5020134 MilanoItaly

Phone:      (+39) 02 21 77 24 31Facsimile:  (+39) 02 21 77 27 74

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sent by electronic telecopy (fax) or email and, in each case,confirmed by certified or registered mail.

Any notice, if sent properly addressed by electronic telecopy (fax)or email and confirmed by certified or registered mail, shall be deemed made onthe certified or delivered date.

Either Party may give written notice of a change of address in theabove-mentioned way and, after notice of such change has been received, anynotice or request required to be given shall thereafter be given to such Partyat such changed address in the manner as provided above.

6.08         The Agreement shall be governed by andconstrued in all respects in accordance with the Swiss law.

If a divergence or a dispute between the Parties arising out of or inconnection with this Agreement cannot be settled by them though negotiations ingood faith, such divergence or dispute shall be finally settled by a panel ofthree Arbitrators, appointed one by each of the Parties and a third, who shallact as President, either by agreement between the two Arbitrators or, in theabsence of such agreement, by the President of the Swiss Federal Tribunal.

The Party requesting arbitration shall notify the other Party of itsintention and shall at the same time indicate its own appointed Arbitrator.

The Party receiving such notice shall within 30 (thirty) days of saidnotice appoint its own Arbitrator and notify the other Party thereof.

The President of the Swiss Federal Tribunal shall also proceed withthe appointment of an Arbitrator if any Party required to proceed with such anappointment shall not have done so within the aforesaid 30 (thirty) day period,and the President of the Swiss Federal Tribunal shall proceed in the same wayin the event that the Parties do not agree on the appointment of the thirdArbitrator.

The Arbitration shall be held in accordance with Chapter XII of theSwiss Federal Law on Private International Law, the Parties expressly excludingall appeal against the award of the arbitral tribunal. The seat of theArbitration panel shall be in Geneva, and the proceedings shall be in theEnglish language.

6.09                         The waiver by either Party of a breachor default of any provision of the Agreement by the other Party shall not beconstrued as a waiver by such Party of any succeeding breach of the same orother provisions, nor shall any delay or omission on the part of either Partyto exercise or avail itself of any right, power or privilege that it has or mayhave hereunder, operate as a waiver of any right, power or privilege by suchParty.

6. 10                        The Agreement sets forth the entireagreement and understanding between the Parties hereto as to the subject matterhereof and merges and supersedes all prior discussions between them and neitherof the Parties shall be bound by any conditions, definitions, warranties,waivers, releases to the subject matter of the Agreement, other than expressly 

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provided for herein, or as duly set forth on or subsequent to thedate hereof in writing, signed by duly authorized representatives of theParties hereto to be bound thereby.

6.11                           In the event that any provision of theAgreement shall finally be determined to be unlawful or unenforceable, suchprovision shall be deemed severed from the Agreement, but all other provisionsof the Agreement shall remain in full force and effect, and in substitution forany such provision held unlawful or unenforceable, there shall be substituted aprovision of similar import reflecting the original intent of the Partieshereto to the extent permissible under applicable law.

6.12                           The Agreement is executed in two (2)counterparts, each of which shall constitute one original copy.

IN WITNESS WHEREOF,the Parties have executed the Agreement by their duly authorisedrepresentative.
| **ACUSPHERE INC.** | **BRACCO INTERNATIONAL  BV** |
|--------------------|------------------------------|

 
| By:    |   | /s/ Sherri C. Oberg | By:    |   | /s/ Diana Bracco                       |
|--------|--------|---------------------|--------|--------|----------------------------------------|
|   |   |                |   |   |                                   |
| Name:  |   | Sherri C. Oberg     | Name:  |   | Diana Bracco                           |
|   |   |                |   |   |                                   |
| Title: |   | President           | Title: |   | Managing Director,  Bracco Holdings BV |
|   |   |                |   |   |                                   |
| Date:  |   | June 1, 2006        | Date:  |   | June 1, 2006                           |

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** **

**EXHIBIT 1.05**- **BRACCOPatents and Patent Applications. Includes patents and patent applications listed below and all otherpatents and applications claiming priority to any of the applications listedbelow or any of the applications that resulted in the below-listed patents.**

[CONFIDENTIALTREATMENT REQUESTED] /*/

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** **

**EXHIBIT1.08**

[CONFIDENTIALTREATMENT REQUESTED] /*/

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** **

**EXHIBIT1.09**

 

Australia,

Austria,

Belgium,

Canada,

China,

Denmark,

Finland,

France,

Germany,

Great Britain,

Hungary,

Israel,

Italy,

Japan,

Netherlands,

Norway,

Republic of Korea,

Russian Federation,

Spain,

Sweden,

Switzerland,

United States of America.

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**EXHIBIT2.01**

Albania,Andorra, Armenia, Austria, Azerbaijan, Belarus, Belgium, Bosnia and Herzegovina,Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France,Georgia, Germany, Greece, Hungary, Iceland, Ireland, Italy, Kazakhstan,Kyrgyzstan, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco,Netherlands, Norway, Poland, Portugal, Republic of Moldova, Romania, RussianFederation, Slovakia, Slovenia, Spain, Sweden, Switzerland, The former YugoslavRepublic of Macedonia, Turkey, Tadzhikistan, Turkmenistan, Ukraine, Uzbekistan,United Kingdom and Yugoslavia.

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**EXHIBIT 3.03**

**QUARTERLYSALES REPORT MODEL:  1st (2nd, 3rd, 4th)QUARTER YYYY**
| ** **  | ** ** | ** **        | ** ** | ** **           | ** ** | ** ** | ** ** | ** **   | ** ** | **Sales**         | ** ** | ** **   | ** ** | ** **       | ** ** |
|-------------|------------|-------------------|------------|----------------------|------------|------------|------------|--------------|------------|-------------------|------------|--------------|------------|------------------|------------|
| ** **  | ** ** | ** **        | ** ** | **Presentation**     | ** ** | ** ** | ** ** | ** **   | ** ** | **Amount**        | ** ** | ** **   | ** ** | **Sales**        | ** ** |
| ** **  | ** ** | **Company**       | ** ** | **(e.g. 10ml,** | ** ** | **Units**  | ** ** | **Local**    | ** ** | **in Local** | ** ** | **Exchange** | ** ** | **Amount**       | ** ** |
| **Country** | ** ** | **[Distributor]** | ** ** | **50ml etc.)**  | ** ** | **Sold**   | ** ** | **Currency** | ** ** | **Currency**      | ** ** | **Rate**     | ** ** | **in Euro** | ** ** |
| ** **  | ** ** | ** **        | ** ** | ** **           | ** ** | ** ** | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** | ** **       | ** ** |
| ** **  | ** ** | ** **        | ** ** | ** **           | ** ** | ** ** | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** | ** **       | ** ** |
| ** **  | ** ** | ** **        | ** ** | ** **           | ** ** | ** ** | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** | ** **       | ** ** |
| ** **  | ** ** | ** **        | ** ** | ** **           | ** ** | ** ** | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** | ** **       | ** ** |
| ** **  | ** ** | ** **        | ** ** | ** **           | ** ** | ** ** | ** ** | ** **   | ** ** | Total Euro        | ** ** | ** **   | ** ** |

 

 

 

**RoyaltyCalculation**:

 

 

 

 

**BraccoAccount**:

[CONFIDENTIAL TREATMENTREQUESTED] /*/

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