**Exhibit 14.01**

**Acusphere, Inc.Code of Business Conduct and Ethics**

**A MESSAGE FROM THEBOARD**

At Acusphere, Inc. (the “Company”), we believethat conducting business ethically is critical to our long-term success.Ethics, integrity and honesty are the foundations upon which we build ourreputation and our competitive excellence.

We expect every director, officer and employee topractice the highest standards of conduct in every business relationship—withinthe Company and with our customers, business partners, vendors and competitors.

It is important that each officer, director andemployee of the Company clearly understands and abides by the Company’scommitment to ethics, integrity and honesty. We must comply with applicablelaws, rules and regulations in all aspects of our operations. Oursteadfast commitment to the highest professional standards is essential to ourcontinued success.

To that end, theNominating and Corporate Governance Committee of the Company has recommended,and the Board of Directors of the Company has adopted, this Code of BusinessConduct and Ethics.

**INTRODUCTION**

This Code ofBusiness Conduct and Ethics (the “Code”) applies to all directors, officers andemployees of the Company and its subsidiaries. The Company has designed thisCode to deter wrongdoing and to promote:

·       honestand ethical conduct by everyone associated with the Company, including theethical handling of actual or apparent conflicts of interest between personaland professional relationships;

·       full,fair, accurate, timely and understandable disclosure in reports and documentsthat the Company files with, or submits to, the United States Securities andExchange Commission and in the Company’s other public communications;

·       compliancewith applicable governmental laws, rules and regulations;

·       theprompt internal reporting of any violations of this Code to the appropriateperson at the Company; and

·       accountabilityfor adherence to the Code.

The effectiveness of this Code depends in part on thecooperation of all directors, officers and employees in promptly disclosing tothe designated persons within the Company any conduct believed to violate thestandards described in this Code. The Company has established procedures toensure that you may report any suspected violations anonymously. The reportingand enforcement mechanisms described in the Code are intended to assure promptand consistent enforcement of the Code, protection for persons reportingquestionable behavior, clear and objective standards for compliance and a fairprocess by which to determine violations.

The Company seeks to foster a culture of compliancewith applicable laws, rules and regulations and the highest standards ofbusiness conduct. Everyone at the Company shall promote this culture ofcompliance. Suspected violations of this Code or applicable laws, rules orregulation must be reported, and the Company will take appropriate steps toinvestigate them internally. Violators shall be subject to discipline, asdeemed appropriate by the Company in its sole discretion, including immediatetermination.

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This Code is neither acontract nor a comprehensive manual that covers every situation you mightencounter. This Code creates no contractual rights. If you have any questionsabout the provisions of this Code, or about how you should conduct yourself ina particular situation, you should consult your supervisor or department head;the Company’s Compliance Officer, whose identity is posted at all times on theCompany’s intranet at*http://intranet;*or the Company’s outside legal counsel.

**STANDARDS OFCONDUCT**

You must ensure that any financial, business or otheractivities in which you are involved outside the workplace are free ofconflicts with your responsibilities to the Company. A “conflict of interest”may occur when your private interest in any way interferes—or even appears tointerfere—with the interests of the Company. A conflict situation can arisewhen a person has interests that may impair the objective performance of his orher duties to the Company. Conflicts of interest may also arise when a person(or his or her family member) receives improper personal benefits as a resultof his or her position in the Company.

You must discloseany matter that you believe*might raisedoubt* regarding your ability to act objectively and in the Company’sbest interest. The following is a non-exhaustive list of examples of situationsinvolving potential conflicts of interest that should be disclosed:

·       anyCompany loan to any employee, officer or director, or Company guarantee of anypersonal obligation;

·       employmentby or acting independently as a consultant to a Company competitor, customer orsupplier;

·       directingCompany business to any entity in which an employee or close family member hasa substantial interest;

·       owning,or owning a substantial interest in, any Company competitor, customer orsupplier;

·       usingCompany assets, intellectual property or other resources for personal gain; and

·       acceptinganything of more than nominal value—such as gifts, discounts or compensation—froman individual or entity that does or seeks to do business with the Company.

Directors and officers shall disclose any actual orapparent conflict situation to the Compliance Officer*and* to the Nominating and Corporate Governance and Audit Committee(the members of which committees are posted at all times on the Company’sintranet at http://intranet). Employees who are not officers shall disclose allsuch situations of which they are aware to an appropriate supervisor ordepartment head, or to the Compliance Officer. All supervisors and departmentheads who receive such reports must forward them promptly to the ComplianceOfficer.

Members of the Company’s Board of Directors mustobtain approval from the Board of Directors before accepting any position as anofficer or director of any outside business concern or entity that has abusiness relationship with the Company, or that now is or foreseeably isexpected to become a competitor of the Company.

The Company’s officers and employees must obtainnecessary approvals before accepting (i) any position as an officer ordirector of an outside business concern, or (ii) any position as anofficer or director with a not-for-profit entity if there is or may be aCompany business relationship with the entity or an expectation of financial orother support from the Company. The Company’s officers must obtain suchapprovals from the Nominating and Corporate Governance Committee; otheremployees must obtain such approvals from the Compliance Officer.

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Directors, officers andemployees who have obtained such approvals must promptly notify the appropriatepersons specified above in the event of any change in the nature of suchbusiness concern’s or entity’s relationship with the Company or if such concernor entity later becomes a competitor of the Company.

**CorporateOpportunities**

You owe a duty to the Company to advance itslegitimate interests. Thus you may not (i) take for yourself corporateopportunities that are discovered through the use of Company property, informationor position, without first offering such opportunities to the Company; (ii) usecorporate property, information or position for personal gain; or (iii) competewith the Company.

The Company’s directorsand officers must adhere to their fundamental duties of good faith, due careand loyalty owed to all shareholders, and to act at all times with the Company’sand its shareholders’ best interests in mind.

**Confidentiality**

You must maintain theconfidentiality of sensitive business, technical or other information entrustedto you by the Company, its customers or business partners, except whendisclosure is authorized or legally mandated. Confidential information includesall non-public information that might be of use to competitors or harmful to theCompany, its customers or business partners if disclosed. This obligation is inaddition to the requirements of any confidentiality agreement that you may haveentered into with the Company.

**Fair Dealing**

You must act fairly,honestly and in good faith in any dealings on behalf of the Company with any ofits customers, suppliers, competitors, employees and all others. You may nottake unfair advantage of anyone through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts or any otherunfair-dealing practice such as price fixing or collusion.

**Protection andProper Use of Company Assets**

You must protect and seek to ensure the efficient useof Company assets. You should protect against the improper disclosure, theft ormisuse of the Company’s intellectual and physical property.

Company assets should beused only for the Company’s legitimate business purposes. The content of theCompany’s electronic communication infrastructure (e-mail, voicemail, Internetaccess) is not protected by any right of personal privacy, and the Company canaccess and monitor it at any time without notice.

**Compliance withLaws, Rules and Regulations**

The Company is committed to compliance with applicablelaws, rules and regulations. The Company also maintains separate, detailedpolicies regarding such matters as insider trading, fair employment practicesand sexual harassment that can be obtained through Human Resources or theCompany Compliance Officer.

Each and every director,officer and employee must comply with the law. Questions or concerns aboutcompliance issues should be raised by any of the means indicated under “Reportingand Enforcement Mechanisms” below.

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**Full, Fair,Accurate, Timely and Understandable Disclosures**

The Company strives to ensure that all businessrecords and financial reports are accurate, complete, understandable and notmisleading. The Company is committed to complying with applicable lawsrequiring the fair and timely disclosure of material information and ensuringthe accuracy of publicly disseminated information. To that end, the Companymaintains internal controls and procedures designed to provide reasonableassurance of: the safeguarding and proper management of the Company’s assets;the reliability of its financial reporting in compliance with generallyaccepted accounting principles; and compliance with applicable laws andregulations. The Company is committed to maintaining disclosure controls andprocedures designed to ensure that financial and non-financial information iscollected, analyzed and timely reported in full compliance with applicable law.

If you obtain informationcausing you to believe that the Company’s books or records are not beingmaintained, or that its financial condition or results of operations are notbeing disclosed, in accordance with these controls and procedures, you mustreport the matter directly by any of the means indicated under “Reporting andEnforcement Mechanisms” below.

**REPORTING ANDENFORCEMENT MECHANISMS**

Among every director’s, officer’s and employee’s mostimportant responsibilities in this Company are the obligations to (1) complywith this Code and all applicable laws, rules and regulations, and (2) promptlyreport any situation or conduct you believe may constitute a possible violationof the Code or the law.

If you should learnof a potential or suspected violation of the Code, you have an obligation topromptly report the relevant information to one of the persons listed below.You may address questions about ethics issues and raise any concerns about apossible violation of the Code or applicable law to:

·       asupervisor or department head;

·       theCompany’s Compliance Officer; and/or

·       insideor outside Company legal counsel.

Frequently, a supervisor or department head will be inthe best position to resolve the issue quickly. However, you may also raise anyquestion or concern with any of the other persons listed above. You may do soorally or in writing and, if preferred, anonymously.

If the issue or concernrelates to the internal accounting controls of the Company or any auditingmatter, you may report it anonymously to any member of the Audit Committee ofthe Board of Directors, the Company’s internal Disclosure Committee (themembers of which are posted at all times on the Company’s intranet athttp://intranet) or the Compliance Officer, pursuant to the proceduresestablished by the Audit Committee.

**POLICY AGAINSTRETALIATION**

The Company will nottolerate retaliation in any form against any person who in good faith reports suspectedviolations of the Code or any laws, rules or regulations, voices otherethical concerns, or who is involved on the Company’s behalf in investigatingor helping to resolve any such issue. Anyone found to have retaliated againstanother employee for any such conduct may be subject to discipline, includingimmediate termination. If you believe you have been subjected to suchretaliation, you should report the situation as soon as possible to theCompliance Officer, the Human Resources Department, or to Company legalcounsel.

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**PENALTIES FORVIOLATIONS**

The Company is committedto taking prompt and consistent action in response to violations of this Code.Any covered person who violates the Code is subject to disciplinary action,including immediate termination. The Company will promptly investigate reportsof suspected violations. It will evaluate suspected violations on acase-by-case basis and apply an appropriate sanction, including, in its solediscretion, reporting the violation to authorities.

**WAIVER/AMENDMENTS**

Only the Board ofDirectors may waive application of or amend any provision of this Code. Arequest for such a waiver should be submitted in writing to the Board ofDirectors, or a Committee of the Board of Directors designated for this purpose,for its consideration. The Company will promptly disclose to investors allsubstantive amendments to the Code, as well as all waivers of the Code grantedto directors or officers, including the reasons for such waivers.

**Receipt of Code ofBusiness Conduct and Ethics**

I have received a copy of the Company’s Code ofBusiness Conduct and Ethics (the “Code”) and acknowledge I have read andunderstand its contents. I understand my obligation to comply with this Codeand with the law, and my obligation to promptly report to appropriate personnelwithin the Company any and all suspected violations of this Code or ofapplicable laws, rules or regulations. I understand that the Companyexpressly prohibits any director, officer or employee from retaliating againstany other such person for reporting suspected violations of the Code or of anylaws, rules or regulations. I am familiar with all the resources that areavailable if I have questions about specific conduct, Company policies orapplicable laws, rules or regulations.

If Iam an employee, I further understand that the Company is an “at-will” employerand that employment with the Company is not for a fixed term or definite periodand may be terminated at the will of either party, at any time, with or withoutprior notice. I understand that nothing contained in this Code may be construedas creating a promise of future benefits or a binding contract with the Companyfor benefits or for any other purpose.
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Please sign and date this receipt and return it toHuman Resources on behalf of the Compliance Officer.

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