AFFILIATES FROM RESPONDING TO A
SUBPOENA, PROCESS, OR DISCOVERY REQUESTS IN ANY LITIGATION OR ADMINISTRATIVE
PROCEEDING PROVIDED THAT ACUS GIVES PROMPT NOTICE TO GEHC OF THE RECEIPT OF SAID
SUBPOENA, PROCESS OR DISCOVERY REQUESTS.
ARTICLE V.
DURATION
5.1.
THE TERM OF THE LICENSES GRANTED BY GEHC SHALL BE UNTIL THE LAST
TO EXPIRE OF THE GEHC LICENSED PATENTS.
ARTICLE VI.
CONFIDENTIALITY
6.1.
NO PARTY SHALL DISCLOSE THE CONTENTS OF THIS AGREEMENT TO ANY
OTHER PERSON OR ENTITY AND EACH PARTY SHALL RETAIN IN CONFIDENCE THE TERMS AND
CONDITIONS OF THIS AGREEMENT, EXCEPT AS NECESSARY TO COMPLY WITH LAW OR THE
VALID ORDER OF A COURT OR AGENCY OF COMPETENT JURISDICTION OF A STATE OR FEDERAL
AUTHORITY; OR TO THE EXTENT NECESSARY IN ANY ACTION, SUIT OR PROCEEDING TO
ENFORCE THIS AGREEMENT; OR TO THEIR RESPECTIVE AFFILIATES, BANKS, AUDITORS,
ACCOUNTANTS, LAWYERS, AND ANY OTHER REPRESENTATIVE OF A PARTY WHO HAS A GOOD
FAITH NEED TO KNOW, PROVIDED THAT ANY SUCH PERSON OR ENTITY TO WHOM DISCLOSURE
IS MADE MUST BE ADVISED OF THE CONFIDENTIALITY OF THE INFORMATION DISCLOSED AND
AGREE TO KEEP SUCH INFORMATION CONFIDENTIAL.
6.2.
NO PUBLIC STATEMENTS OF ANY KIND PERTAINING TO THIS AGREEMENT MAY
BE MADE EXCEPT AS REQUIRED BY LAW, SUCH AS THAT ENFORCED BY THE SECURITIES
EXCHANGE COMMISSION OF THE UNITED STATES OF AMERICA, UNLESS THE PARTIES
OTHERWISE MUTUALLY AGREE IN WRITING.
ATTACHED HERETO AS EXHIBIT __IS A FORM OF
PRESS RELEASE THAT THE PARTIES AGREE SHALL BE ISSUED BY ACUS
PROMPTLY AFTER THE
EXECUTION OF THIS AGREEMENT.
ARTICLE VII.
MISCELLANEOUS
7.1.
NOTICE:
ALL NOTICES OR COMMUNICATIONS REQUIRED PURSUANT TO THIS
AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN UPON
THE DATE OF RECEIPT IF DELIVERED BY HAND, INTERNATIONAL OVERNIGHT COURIER,
CONFIRMED FACSIMILE TRANSMISSION, OR REGISTERED OR CERTIFIED MAIL (RETURN
RECEIPT REQUESTED, POSTAGE PREPAID) TO THE FOLLOWING ADDRESSES OR FACSIMILE
NUMBERS:
For GEHC:
GE Healthcare AS.
c/o GE Healthcare
Nycoveien 1-2 Postboks 4220
Nycalen, Oslo Norway
Attn: General Counsel
Fax: 47-2222-9865
For ACUS:
Sherri Oberg
Acusphere Inc.
500 Arsenal Street
7
Watertown, MA 02472
FAX 617-926-3605
7.2.
CHOICE OF LAW AND FORUM:
THE PARTIES AGREE THAT THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PRINCIPLES.
ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT OR OTHER ASPECT OF THE PARTIES' RELATIONSHIP
SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY,
NEW YORK, AND EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS FOR
ANY SUCH MATTER.
7.3.
ENTIRE AGREEMENT:
THIS AGREEMENT 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.
THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE EXHIBITS ATTACHED HERETO, IS
INTENDED TO DEFINE THE FULL EXTENT OF THE LEGALLY ENFORCEABLE UNDERTAKINGS OF
THE PARTIES HERETO.
7.4.
SEVERABILITY:
IN THE EVENT