Exhibit 10.1
THIRD AMENDMENT TO LICENSE
AGREEMENT
This Third Amendment to License
Agreement (the “Amendment”) is effective and entered
into as of February 11, 2009 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 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;
WHEREAS , ACUS is seeking additional capital investment
to continue development of various pharmaceutical
compounds;
WHEREAS , ACUS desires to amend the payment structure of
the Agreement so as to enhance its attractiveness to investors by
extending payment terms under Section 4.1 of the Agreement;
and
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 $12,188,000 paid as follows:
a)
$5,000,000 on or before June 6, 2006.
b)
$1,500,000 on June 1, 2007.
c)
$916,666.66 on June 1, 2008.
d)
$250,000.00 on February 15, 2009.
