##### 



Exhibit
10.1
 SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
PURCHASE AGREEMENT
 SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT Purchaser ALSERES PHARMACEUTICALS, INC. Company
 RECITALS
 WHEREAS Original Agreement Original Convertible Note Purchasers Original Notes Original
Advance Amount
 WHEREAS Amended Note Purchasers Highbridge Highbridge
Note
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE




---



##### 



DEFINED TERMS
 Affiliates
 Agreement
 Amended Note Purchasers
 Business Day
 Commitment Percentage
 Common Stock
 Convertible Notes
 Cut Back Shares
 Effective Date
 Effectiveness Period
 Electing Purchaser
 Event of Default
 Exchange Act
 First Commercial Sale
 Highbridge Note
 Highest Lawful Rate
 -2-




---



##### 



Indemnified Party
 Indemnifying Party
 Loan Documents
 Losses
 Maturity Date
 Molecular Imaging Products ®
 Net Sales bona fide
       -3-




---



##### 



Net Sales
    Combination Product
 New Note
 Obligations
 Original Advance Amount
 Person
 -4-




---



##### 



Pre-Commercial Income
 Proceeding
 Prospectus
 Registrable Securities
 Registration Statement
 Registration Statement Questionnaire
 Required Effectiveness Date
 -5-




---



##### 



Required Filing Date
 Restriction Termination Date
 Rule 144 Affiliate
 SEC
 SEC Reports
 SEC Restrictions
 Securities Act
 Stockholder Approval
 Third Party
 Total Converted Balance
 Trading Day
 Trading Market
 Transfer Agent
 Valid Claim
 -6-




---



##### 



CONVERTIBLE NOTE FACILITY
 Purchase and Sale of New Note Commitment
Percentage New Note
 Closing Closing
 Payment of New Note Purchase Price
 Interest
 Method of Payment
 Prepayments
 Usury Savings Clause
 -7-




---



##### 



CONDITIONS PRECEDENT
   OPTIONAL CONVERSION
 Conversion to Equity
   -8-




---



##### 



Stockholder Approval
   -9-




---



##### 



Conversion to Royalty Stream
 Electing Purchasers Electing Purchaser Total Converted Balance
  plus
  plus
     -10-




---



##### 



REPRESENTATIONS AND WARRANTIES
     REPRESENTATIONS AND WARRANTIES OF PURCHASER
 Investment Intent
 Purchaser Status
 -11-




---



##### 



Experience of Purchaser
 General Solicitation
 Certain Fees
 Acquiring Person
 AFFIRMATIVE COVENANTS
   NEGATIVE COVENANTS
  -12-




---



##### 



REGISTRATION RIGHTS
 Registration Statement
 Required Filing Date
 Effectiveness Period
  -13-




---



##### 



Cut Back Shares SEC Restrictions Restriction Termination
Date
 -14-




---



##### 



Registration Procedures
    -15-




---



##### 



-16-




---



##### 



Registration Expenses
 Indemnification
 -17-




---



##### 



Indemnification by the Company
 Indemnification by the Amended Note Purchasers and the Purchaser
 -18-




---



##### 



Conduct of Indemnification Proceedings Indemnified Party Indemnifying
Party
  -19-




---



##### 



Contribution
   Dispositions
 -20-




---



##### 



Registration of Other Securities
 Withdrawal of Registration Statement
 OTHER AGREEMENTS OF THE PARTIES
 Transfer Restrictions
  -21-




---



##### 



-22-




---



##### 



Registration Questionnaire
 No Sale of Registrable Securities
 -23-




---



##### 



DEFAULTS Default Event of Default
     -24-




---



##### 



REMEDIES
       WAIVERS, AMENDMENTS AND OTHER PROVISIONS
 Entire Agreement; Amendments; Invalidity
 Expenses
 -25-




---



##### 



Nonliability of the Amended Note Purchasers and the Purchaser; Several
Obligation
 Governing Law; Consent to Jurisdiction
 Waiver of Jury Trial and Certain Damages . THE COMPANY, EACH AMENDED NOTE
PURCHASER AND THE PURCHASER WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM
ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR ANY CONVERTIBLE NOTE, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS
 -26-




---



##### 



Successors and Assigns
 Counterparts
 No Reliance
 Independent Nature of Amended Note Purchasers and Purchasers Obligations and
Rights
 -27-




---



##### 



[Remainder of Page Intentionally Left Blank]
 -28-




---



##### 



IN WITNESS WHEREOF
 COMPANY:
    
    
    
    PURCHASER:ALSERES PHARMACEUTICALS, INC.
    
    
    
    INGALLS & SNYDER VALUE PARTNERS, L.P.By:
    
    /s/ Kenneth L. Rice, Jr.
    
    
    
    Signature:
    
    /s/ Thomas O. Boucher Jr.Printed Name: Kenneth L. Rice, Jr.
    
    
    
    Address:
    
    By Thomas O. Boucher Jr.
General Partner
c/o Ingalls & Snyder LLCTitle: EVP & CFO
    
    
    
    
    
    61 Broadway, NY, NY 10006Address:
    
    85 Main Street
Hopkinton, Massachusetts 01748AMENDED NOTE PURCHASERS:ROBERT GIPSONSignature:
    
    /s/ Robert GipsonAddress:
    
    c/o Ingalls & Snyder LLC
61 Broadway, NY, NY 10006THOMAS GIPSONSignature:
    
    /s/ Thomas O. Boucher Jr.Address:
    
    By Thomas O. Boucher Jr.
His Attorney In Fact
c/o Ingalls & Snyder LLC
61 Broadway, NY, NY 10006ARTHUR KOENIGSignature:
    
    /s/ Thomas O. Boucher Jr.Address:
    
    By Thomas O. Boucher Jr.
His Attorney In Fact
c/o Gipson Ingalls &
Snyder LLC
61 Broadway, NY, NY 10006
 -29-




---



##### 



HIGHBRIDGE INTERNATIONAL LLCBy: Highbridge Capital Management, LLCBy:
    
    /s/ Adam J. ChillPrinted Name: Adam J. ChillTitle: Managing Director
 -30-




---



##### 



Schedule 2.1
 Purchaser Name
    
    Commitment PercentageIngalls & Snyder Value Partners, L.P.,
    
    100%




---



##### 



EXHIBIT A
  CONVERTIBLE PROMISSORY NOTE
 $[]
    
    ___, 2007Hopkinton, Massachusetts
 Alseres Pharmaceuticals, Inc. Company Purchaser Purchaser Agreement
   1




---



##### 



Alseres Pharmaceuticals, Inc.ByName:Title:
 2




---



##### 



EXHIBIT B
 ALSERES PHARMACEUTICALS, INC.
 REGISTRATION STATEMENT QUESTIONNAIRE
  1.
    
    Please state your organizations name exactly as it should appear in the Registration
Statement:Except as set forth below, your organization does not hold any equity securities of the
Company on behalf of another person or entity.State any exceptions here:If the Purchaser is not a natural person, please identify the natural person or persons who
will have voting and investment control over the Securities owned by the Purchaser:2.
    
    Address of your organization:Telephone:Fax:Contact Person:Email:3.
    
    Have you or your organization had any position, office or other material relationship within
the past three years with the Company or its affiliates? (Include any relationships involving
you or any of your affiliates, officers, directors, or principal equity holders (5% or more)
that has held any position or office or has had any other material relationship with the
Company (or its predecessors or affiliates) during the past three years.)
 
  1




---



##### 



4.
    
    Are you the beneficial or registered owner of any other securities of the Company? (Include
any equity securities that you beneficially own or have a right to acquire within 60 days
after the date hereof, and as to which you have sole voting power, shared voting power, sole
investment power or shared investment power.)Yes        No
 If yes, please describe the nature and amount of such ownership as of a recent date.5.
    
    Except as set forth below, you wish that all the shares of the Companys common stock
beneficially owned by you or that you have the right to acquire from the Company be offered
for your account in the Registration Statement.State any exceptions here:6.
    
    Do you intend to distribute the Registrable Securities in accordance with the Plan of
Distribution section set forth in the Registration Statement?Yes        No
 If yes, please describe the nature and amount of such arrangements.7.
    
    NASD Matters(a)
    
    State below whether (i) you or any associate or affiliate of yours are a member of the
NASD, a controlling shareholder of an NASD member, a person associated with a member, a
direct or indirect affiliate of a member, or an underwriter or related person with respect
to the proposed offering; (ii) you or any associate or affiliate of yours owns any stock or
other securities of any NASD member not purchased in the open market; or (iii) you or any
associate or affiliate of yours has made any outstanding subordinated loans to any NASD
member. If you are a general or limited partnership, a no answer asserts that no such
relationship exists for you as well as for each of your general or limited partners.Yes:
      No:
  2




---



##### 



If yes, please identify the NASD member and describe your relationship, including, in the
case of a general or limited partner, the name of the partner.8.
    
    Selling Stockholder Affiliations
  
  
 
   3




---



##### 



4