Acusphere Announces Signing of a Definitive Agreement with Cephalon

Business Wire, Oct 25, 2008

In addition, Acusphere today announced that NASDAQ has granted its request for an exception to NASDAQ 's shareholder approval requirements, in accordance with NASDAQ Marketplace Rule 4350(i), which will enable Acusphere to issue the note to Cephalon without stockholder approval. Absent this exception, NASDAQ rules would have required the approval of Acusphere's stockholders prior to issuance of the Note. To obtain this exception, Acusphere was required to demonstrate to NASDAQ that the delay associated with the effort to secure stockholder approval would have seriously jeopardized its financial viability. As also required by NASDAQ, on October 15, 2008, the Audit Committee of Acusphere's Board of Directors expressly approved its reliance on this exception, based upon its determination that the current cash position of Acusphere would not permit the Company to continue to operate for the time required for the solicitation of stockholder approval of the issuance of the note to Cephalon. As of September 30, 2008, the Company's cash position was approximately $4.1 million.

More information about Acusphere's transaction with Cephalon can be found in Acusphere's Current Report on Form 8-K, which Acusphere expects to file with the Securities and Exchange Commission on Monday, October 27, 2008.

Conference Call Information

Acusphere plans to hold a conference call with investors on Monday, October 27, 2008, commencing at 11:00 AM (Eastern Time). The conference call will cover this transaction and Acusphere's business outlook, and will be led by Sherri C. Oberg, President and Chief Executive Officer and Lawrence A. Gyenes, Senior Vice President and Chief Financial Officer. These Acusphere representatives will also be available for investor questions. The conference may be heard live via the investor relations section of the Company's website at www.acusphere.com or by dialing 1-866-700-7441, or internationally 1-617-213-8839 using the confirmation code: 66612612. After the conference call, a replay of the call webcast will be made available via the Company's web site and a telephone replay will be available through November 27, 2008 by dialing 1-888-286-8010, or internationally 1-617-801-6888, using the confirmation code: 27449338.

About Acusphere, Inc.

Acusphere (NASDAQ: ACUS) is a specialty pharmaceutical company that develops new drugs and improved formulations of existing drugs using its proprietary microsphere technology. We are focused on developing proprietary drugs that can offer significant benefits such as improved safety and efficacy, increased patient compliance, greater ease of use, expanded indications or reduced cost. Our lead product candidate, Imagify(TM) (Perflubutane Polymer Microspheres) for Injectable Suspension, is a cardiovascular drug for the detection of coronary artery disease, the leading cause of death in the United States, for which a New Drug Application (NDA) was submitted to the U.S. Food & Drug Administration (FDA) in April 2008 and filed in June 2008. Imagify is designed to enable ultrasound to compete more effectively with nuclear stress testing, the leading procedure for detecting coronary artery disease. It is estimated that more than 10 million procedures are done each year in the U.S. to detect coronary artery disease, the leading cause of death in the United States. The Company estimates that the potential annual U.S. market opportunity for Imagify exceeds $2 billion. Imagify and the Company's other product candidates were created using proprietary technology that enables Acusphere to control the porosity and size of nanoparticles and microspheres in a versatile manner that allows them to be customized to address the delivery needs of a variety of drugs. For more information about Acusphere visit the Company's web site at www.acusphere.com.