Exhibit 10.1
FIRST AMENDMENT TO LICENSE
AGREEMENT
This First Amendment to License
Agreement (the “Amendment”) is effective and entered
into as of May ___, 2007 by and between GE Healthcare AS, a
Norwegian corporation (“GEHC”), and Acusphere Inc., a
Delaware corporation (“ACUS”) (GEHC and ACUS
collectively are 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, on a
non-exclusive basis, certain of GEHC’s patents relating to
the compositions, methods of preparing, and methods of use of
ultrasound contrast agents; and
WHEREAS, the Parties desire to amend
the license fees and payment provisions under Section 4.1 of the
Agreement.
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 LICENSE FEES AND
PAYMENT
2.1
Amendment . Section 4.1 of the Agreement is hereby
amended in its entirety to read as follows:
4.1.
In consideration of the licenses and release granted in Section 3,
ACUS shall make the following payments to GEHC:
4.1.1.
An upfront l
