PATENT LICENSE AGREEMENT

This Agreement is made 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, BRACCO owns or controls certain patent rights pertinent to ultrasound contrast agents;

WHEREAS, ACUS wishes to obtain licenses under the patent rights specified hereinafter and BRACCO is willing to grant such licenses on the terms and conditions as set forth hereinafter.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, the Parties agree as follows:

Article 1
Definitions

As used in the Agreement, terms referred to in the singular shall include the plural (and vice versa) unless the express terms or context herein clearly require otherwise, and the following terms shall have the following meanings:

1.01                           Agreement shall mean this present document and all Exhibits attached hereto and signed or initialled by the Parties hereto, all of which Exhibits form an integral part hereof.

1.02                          ACUS Net Sales shall mean the amounts invoiced on the sales of Licensed Product carried out in the Territory  by ACUS, its Subsidiaries, and its Sub-Licensees under this

Agreement other than Nycomed Danmark APS (Nycomed)  to independent, unrelated third parties in bona fide arms length transactions, less (i) trade, cash and quantity discount; (ii) refunds, credits or other write-offs, (iii) sales taxes (excluding taxes paid on net income), and government mandated rebates and (iv), two percent (2%) flat deduction to cover shipping and freight charges and any other expenses and deduction not otherwise accounted for. Except pursuant to paragraph (iv) above, any and all deductions used in the calculation of ACUS Net Sales are allowable only to the extent that they have actually  been included in the amounts invoiced or otherwise charged or granted on the sales of Licensed Products.

With respect to the sales of Licensed Product carried out in by Nycomed in the countries covered by the license agreement at present in force between ACUS and Nycomed and that are listed in Exhibit 2.01, ACUS Net Sales shall be the net sales reported by Nycomed to ACUS according to the terms set forth in the license agreement between ACUS and Nycomed, provided that any and all deductions used in the calculation of such net sales are allowable only to the extent that they have actually been included in the amounts invoiced or otherwise charged or granted on the sales of Licensed Products.

1.03         Effective Date shall mean the date of the last signature of the Agreement

1.04         Field shall mean ultrasound diagnostic imaging

1.05                           Licensed Patents shall mean the patents and patent applications listed in Exhibit 1.05

1.06                           Licensed Product shall mean AI-700, an ultrasound contrast agent in the form of [CONFIDENTIAL TREATMENT REQUESTED] /*/

1.07                          Sub-Licensees shall mean Nycomed,  any Permitted Sublicensee to which a sub-license is granted under this Agreement and any other third party, selected by ACUS and approved by BRACCO pursuant to Section 2.01, granted with a sub-license under this Agreement.

1.08                          Subsidiaries shall mean any corporation, company or other entity of which more than fifty per cent (50%) of the issued and outstanding capital, or of which more than fifty per cent (50%) of the power to vote for the election of the directors, or more than fifty per cent (50%) of which, in the case of a non-stock-issuing entity, is owned or controlled, directly or indirectly, by BRACCO or by ACUS, but only for as long as such ownership or control exists.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC