Exhibit 10.2
SECOND AMENDMENT TO LICENSE
AGREEMENT
This Second Amendment to License Agreement (the
“Amendment”) is effective and entered into as of
May 15, 2008 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, as amended
pursuant to a First Amendment to License Agreement dated
May 11, 2007 (as so amended, 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 license fee of
$12,000,000 paid as follows:
a) $5,000,000 on or before June 6,
2006.
b) $1,500,000 on June 1, 2007.
c) $5,500,000 due on June 1, 2007 and
payable in two (2) installments commencing on June 1,
2008, subject only to paragraph 4.1.1(d) below. The first
installment of $916,666.66 is due and payable on June 1,
2008and the remaining ins
