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 re
