“ Confidential Information ” shall have the meaning set forth in Section 4.1.

“Effective Date” shall mean the date first written above.

“ Harmonic Imaging Patents ” shall mean all world-wide pending patent applications and all patents in the field of harmonic imaging as listed in Appendix C, including any continuation, continuation-in-part, divisional, provisional or any substitute application, any patent issued with respect to any such patent applications, any reissue, reexamination, renewal or extension (including any supplemental patent certificate or certificate of protection) of any such patent, and all foreign counterparts existing at the Effective Date which are the subject matter of the claims of any of the foregoing.

“Losses” shall have the meaning set forth in Section 6.1.

“Third Party” shall mean any entity other than Acusphere or Schering or their respective Affiliates.

“Third Party Rights” shall mean the contracts and agreements relating to the Ultrasound Patents or Ultrasound Trademarks as listed in Appendix B .

“Ultrasound Patents” shall mean all world-wide pending patent applications and all patents in the ultrasound field, but not including the Harmonic Imaging Patents, as listed in Appendix A, including any continuation, continuation-in-part, divisional, provisional or any substitute application, any patent issued with respect to any such patent applications, any reissue, reexamination, renewal or extension (including any supplemental patent certificate or certificate of protection) of any such patent, and all foreign counterparts, and all inventions existing at the Effective Date which are the subject matter of the claims of any of the foregoing.

“Ultrasound Trademarks” shall mean the trademarks Echovist Ò and Levovist Ò .

Article II - Transfer of Ultrasound Patents; License Grant

2.1                                  As of the Effective Date, Schering hereby sells, assigns and transfers to Acusphere all right, title and interest in and to the Ultrasound Patents, including, but not limited to, all claims for damages already incurred, and the right to sue for past infringement. Acusphere accepts such transfer and assignment. The Ultrasound Trademarks are not part of the transfer. Neither Schering nor any of its Affiliates owns any trademarks

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relating to ultrasound contrast agents other than the Ultrasound Trademarks.   For the avoidance of doubt, Schering makes no sale, assignment and/or transfer of any right, title and interest in or to the Third Party Rights.  Acusphere accepts no responsibility or liability under or arising out of any Third Party Rights; provided that, Acusphere acknowledges and agrees that the non-exclusive licenses previously granted by Schering in the Third Party Rights to certain of the Ultrasound Patents shall hereafter continue in effect in accordance with the terms and conditions of such Third Party Rights.

2.2                                  As of the Effective Date and subject to the terms and conditions contained herein, Acusphere hereby grants to Schering and its Affiliates a non-exclusive, royalty-free, worldwide license under the Ultrasound Patent family corresponding to EP 0 365 467 B1 (Schering No. 50111)  (the “Licensed Patents”) with the right to sublicense, to use, make or have made, promote, sell and have sold its ultrasound product Levovist Ò ; provided that each sublicensee is bound by a written agreement which contains terms and conditions at least as protective of the Licensed Patents as those contained herein.  Except for the limited licenses expressly granted in this Section 2.2, Acusphere retains all right, title and interest in and to the Licensed Patents.

2.2.1     Schering agrees to promptly notify Acusphere in writing of any actual or threatened infringement by a third party of any Licensed Patents or of any claim of invalidity or unenforceability of the Licensed Patents.  Acusphere shall have the right, but not the obligation, to prosecute or defend such claims, as applicable.  Schering shall, if requested by Acusphere, provide reasonable assistance to Acusphere, at Acusphere’s expense, in connection with the prosecution or defense of such claims.

2.3                                  Schering shall be responsible for the execution, delivery and filing of  any and all documents or instruments necessary to vest full title to the Ultrasound Patents in Acusphere. Accordingly, Schering shall, on the Effective Date (or as promptly thereafter as is practicable), provide all declarations and sign, deliver and file all documents (or procure that such documents are signed, delivered and filed) that are necessary for the assignment and transfer of the Ultrasound Patents and/or their re-registration in the name of Acusphere or an Acusphere Affiliate. Acusphere acknowledges that in order to fulfill its obligations hereunder Schering needs prompt information from Acusphere on the name of the Acusphere Affiliate, in which the full title to the Ultrasound Patents shall be vested, if not directly in Acusphere. In addition, Schering needs to promptly know  the patent counsel of Acusphere who shall be responsible for the Ultrasound Patents thereafter in the respective countries. Any

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costs associated with the assignment and transfer of the Ultrasound Patents shall be borne by Schering.

2.4                                  Schering irrevocably covenants to Acusphere that it will not and will ensure that none of the Schering Affiliates initiate, assist any third party, or otherwise participate in, except where such participation is required pursuant to a judicial or regulatory order or subpeona, in any claim, proceeding, suit or other similar action to invalidate or otherwise challenge the validity or enforceability of any of the Ultrasound Patents.

2.5                                  Schering shall have paid any annuity, renewal, or administrative fee related to the Ultrasound Patents that are due on or before the Effective Date.  As of the Effective Date, Acusphere shall be responsible for any annuity, renewal or administration fee related to each of the Ultrasound Patents; provided, however, (a) in order to permit Acusphere or an Acusphere Affiliate adequate time to assume full administrative responsibility for the payment of any annuity, renewal or administrative fees due for the Ultrasound Patents after the Effective Date, Schering agrees to arrange to pay any such annuity, renewal or administration fee due on the Ultrasound Patents within ninety (90) days of the Effective Date (or until such time as Acusphere or an Acusphere Affiliate advises Schering, in writing, that it no longer requires the annuity, renewal or administration fees so due), Acusphere or an Acusphere Affiliate to reimburse Schering for any such fees, and (b) Acusphere shall have no obligation to prosecute or maintain any Ultrasound Patent that it determines, in its sole discretion, to abandon or lapse; provided that Acusphere shall give Schering notice of its intention to abandon any of the Licensed Patents and Schering shall have the right, but not the obligation, to assume responsibility for the payment of maintenance fees.  Fees already paid by Schering prior to the Effective Date shall neither totally nor partially be charged back to Acusphere in any way.

2.6                                  Schering shall, on the Effective Date, deliver to Acusphere all copies in its or its counsel’s possession of files relating to the prosecution and defense of all of the Ultrasound Patents, including, without limitation, the entire “file wrapper” (prosecution history) of all issued and pending Ultrasound Patents, including official correspondence (office actions, amendments, etc.) to and from, and notes of telephone conversations with, any U.S. and foreign governmental or regulatory authority regarding all of the Ultrasound Patents.  After the Effective Date, Schering is willing to assist Acusphere, to the extent that Schering’s internal resources and capabilities allow, in the filing and prosecution of any patent applications included in the Ultrasound Patents and in the defense of any of the Ultrasound Patents before the U.S. Patent and Trademark Office and equivalent foreign governmental

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authorities.  Acusphere shall reimburse Schering for the reasonable cost of any such cooperation.

2.7                                  Schering hereby grants Acusphere and each Acusphere Affiliate an irrevocable (except as otherwise set forth in Section 7.3), non-exclusive, royalty-free, fully paid up, non-sublicenseable, worldwide, perpetual  right and license to use the Harmonic Imaging Patents solely in connection with exercising its rights in and to any and all of the Ultrasound Patents or in connection with the manufacture, use, importation, or sale of ultrasound contrast agents owned or controlled by Acusphere, including without limitation, the right and license to develop, have developed, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Harmonic Imaging Patents and the right to practice any method covered by the Harmonic Imaging Patents.

Article III - Payments; Payment Terms

3.1                                 In consideration of the assignment and transfer of the Ultrasound Patents, Acusphere shall pay to Schering an overall amount of $7,000,000 (seven million USD) to be paid in the following installments:

•                   $ 1,000,000.00 (one million USD) within 15 Business Days of the Effective Date of this Agreement;

•                   $ 3,000,000.00 (three million USD) within 15 Business Days of the first anniversary of the Effective Date of this Agreement;

•                   $ 3,000,000.00 (three million USD) within 15 Business Days of the second anniversary of the Effective Date of this Agreement.

All payments are due as listed above without invoice and shall be made to a bank account to be notified by Schering in due time. For any delayed payment Schering has the right to charge computed interest to Acusphere at Prime Rate as quoted on internet page ‘http://www.bankofamerica.com/facts/index.cfm?Menu_Sel=primerate’”plus a premium of 3% p.a. computed on the basis of act/360 year, such interest to be due and payable upon tender of the payment.

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Article IV – Confidentiality; Public Announcements

4.1                                  Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Confidential Information of the other Party.  As used herein, “Confidential Information” means any information and materials other than the Ultrasound Patents or Harmonic Imaging Patents furnished to a Party by the other Party pursuant to this Agreement that (a) the disclosing Party has marked as confidential or proprietary, or (b) the disclosing Party identifies as confidential at the time of oral disclosure with written confirmation within 15 days of disclosure to the receiving Party; provided , that the provisions of this Agreement will be deemed Confidential Information of both Parties; provided , further however , that reports and/or information related to or regarding the disclosing Party’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, billing records, and products or services will be deemed Confidential Information of the disclosing Party even if not so marked or identified, except to the extent that it can be established by the receiving Party that such Confidential Information:

(a)                                   was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party, as evidenced by written records maintained by the receiving Party in the ordinary course of business; or

(b)                                  was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; or

(c)                                   became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or

(d)                                  was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

4.2                                  Each Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably necessary to comply with applicable governmental laws, rules and regulations, including, without limitation, those of the U.S. Food and Drug Administration (“FDA”) and Securities and Exchange Commission.  If a Party is required by law or regulation to make any such disclosure of the other Party’s Confidential Information it will give reasonable advance notice to the other Party of

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such disclosure requirement and shall permit the other Party to intervene therein to protect its interests in its Confidential Information, and provide full cooperation and assistance to other Party in seeking to obtain such protection; provided, however, that none of the rights and obligations set forth in this sentence shall apply to any such disclosure by Acusphere in a Form 8-K or Form 10-Q which is filed with the Securities and Exchange Commission within 45 days of the Effective Date.

4.3                                  Notwithstanding any of the foregoing to the contrary, Acusphere may prepare and issue a press release announcing and describing this Agreement and the transaction contemplated hereby.  At least 5 (five) Business Days prior to releasing such press release, Acusphere shall give Schering the opportunity to review and comment thereon. Acusphere shall refer to Schering in such release as “Schering AG, Germany”.

4.4                                  Except as set forth in Section 4.3, neither Party shall use the name of the other Party or any Affiliate of the other Party in relation to this Agreement or the transactions described herein in any public announcement, press release or other public document without the written consent of such other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that either Party may use the name of the other Party in any document filed with any regulatory agency or authority to comply with legal or regulatory requirements, including the FDA and the Securities and Exchange Commission, in which cases Acusphere shall refer to Schering as “Schering AG, Germany”.  Notwithstanding the foregoing, Schering agrees not to disclose the terms of this Agreement to its sublicensees within 90 days after the Effective Date.

4.5                                 This Article IV shall survive termination or expiration of this Agreement.

Article V - Representations and Warranties; Limitation

5.1                                 Each of the Parties represents and warrants to the other Party that (a) it has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (b) this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms, and (c) the execution, delivery and performance of the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a Party or by which it is bound, nor to such Party’s knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

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5.2                                 Schering hereby represents and warrants to Acusphere that

(a)                         Schering is the rightful and exclusive owner of all right, title and interest in and to the Ultrasound Patents;

(b)                        the Ultrasound Patents are free and clear of any liens, license rights, security interests, encumbrances or rights to repurchase, other than those listed in Appendix B ;

(c)                         each of the Ultrasound Patents is properly filed or issued, as applicable, currently in compliance with formal legal requirements (including, without limitation, payment of filing, examination and governmental taxes and maintenance fees) and enforceable and, to the knowledge of Schering or any of its Affiliates, valid.

(d)                        there are no pending, or, to the knowledge of Schering or any of its Affiliates, threatened claims against Schering or any of its Affiliates claiming that the making, using, selling, offering for sale or importing of products or services which are covered by the subject matter of the claims of the Ultrasound Patents infringe on or violate any patent or other intellectual property right of a person or entity or that any of the Ultrasound Patents is invalid or unenforceable and Schering is not aware of any facts or circumstances that would form the basis for a determination that any of such Ultrasound Patents are invalid or unenforceable.

(e)                         to the knowledge of Schering or an