X0203 3 2008-11-03 0 0001115143 ACUSPHERE INC ACUS 0000873364 CEPHALON INC 41 MOORES ROAD FRAZER PA 19355 0 0 1 0 Senior Convertible Note 0.486 2008-11-03 2009-11-03 Common Stock D The note is convertible into common stock under certain circumstances at the option of the Reporting Person for a period of one year. The number of shares of common stock issuable upon conversion of any Conversion Amount (as defined below) shall be the greater of (i) the amount determined by dividing (x) such Conversion Amount by (y) $0.486 and (ii) such number of shares of common stock as shall represent immediately after giving effect to such conversion 51% of the common stock outstanding on a fully diluted basis (excluding options, rights and warrants with exercise prices greater than the greater of (a) three times the average closing price of the Common Stock during the ten trading day period immediately prior to such conversion or (b) $8.00). "Conversion Amount" means the sum of (A) the principal ($15,000,000), (B) accrued and unpaid interest with respect to such principal and (C) accrued and unpaid late charges with respect to such amount being converted. /s/ J. Kevin Buchi 2008-11-05