Exhibit 3.01

AMENDED AND RESTATED        CERTIFICATE OF INCORPORATION        OF        ACUSPHERE, INC.

(Incorporated
as
Polymers for Medicine, Inc.
on July 12, 1993)

I,
Sherri C. Oberg, President of Acusphere, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Delaware Corporation Law"), do hereby certify that the Certificate of Incorporation of Acusphere, Inc., as amended, has been further amended and
restated, in the manner prescribed by Sections 242 and 245 of the Delaware Corporation Law, in the form of this Amended and Restated Certificate of Incorporation by resolutions adopted by the
Board of Directors and the stockholders of the Corporation pursuant to Sections 141 and 228 of the Delaware General Corporation Law. The text of the Certificate of Incorporation of the
Corporation, as amended and restated herein, is as follows:

FIRST.The name of the corporation is Acusphere, Inc.

SECOND.The address of the registered office of the Corporation in the State of Delaware is Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD.The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the Delaware Corporation Law.

FOURTH.The total number of shares of all classes of capital stock that the Corporation shall have the authority to
issue is 103,500,000 shares, consisting of 98,500,000 shares of Common Stock with a par value of $0.01 per share (the "Common Stock") and 5,000,000 shares of Preferred Stock with a par value of $0.01
per share (the "Preferred Stock").

A.COMMON STOCK.



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B.PREFERRED STOCK.

The
Preferred Stock may be issued in one or more series at such time or times and for such consideration or considerations as the Board of Directors of the Corporation may determine. Each series shall
be so designated as to distinguish the shares thereof from the shares of all other series and classes. Except as otherwise provided in this Amended and Restated Certificate of Incorporation, different
series of Preferred Stock shall not be construed to constitute different classes of shares for the purpose of voting by classes.

The
Board of Directors is expressly authorized to provide for the issuance of all or any shares of the undesignated Preferred Stock in one or more series, each with such designations, preferences,
voting powers (or special, preferential or no voting powers), relative, participating, optional or other special rights and privileges and such qualifications, limitations or restrictions thereof as
shall be stated in the resolution or resolutions adopted by the Board of Directors to create such series, and a certificate of said resolution or resolutions (a "Certificate of Designation") shall be
filed in accordance with the General Corporation Law of the State of Delaware. The authority of the Board of Directors with respect to each such series shall include, without limitation of the
foregoing, the right to provide that the shares of each such series may be: (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive
dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on
any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; (iv) convertible into,
or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock of the Corporation at such price or prices or at such
rates of exchange and with such adjustments, if any; (v) entitled to the benefit of such limitations, if any, on the issuance of additional shares of such series or shares of any other series
of Preferred Stock; or (vi) entitled to such other preferences, powers, qualifications, rights and privileges, all as the Board of Directors may deem advisable and as are not inconsistent with
law and the provisions of this Amended and Restated Certificate of Incorporation.

FIFTH.The Corporation is to have perpetual existence.

SIXTH.The following provisions are included for the management of the business and the conduct of the affairs of
the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its Board of Directors and stockholders:



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EIGHTH.No director (including any advisory director) of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that, to the extent
provided by applicable law, this provision shall not eliminate the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the
liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

NINTH.The Board of Directors of the Corporation, when evaluating any offer of another party (a) to make a
tender or exchange offer for any equity security of the Corporation or (b) to effect a business combination, shall, in connection with the exercise of its judgment in determining what is in the
best interests of the Corporation as whole, be authorized to give due consideration to any such factors as the Board of Directors determines to be relevant, including, without limitation:



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In
connection with any such evaluation, the Board of Directors is authorized to conduct such investigations and engage in such legal proceedings as the Board of Directors may determine.



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ELEVENTH.The Corporation reserves the right to amend or repeal any provision contained in this Amended and
Restated Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation, provided,however, that in addition to any vote of the holders of any class or series of stock of the
Corporation required by law, this Amended and Restated Certificate of Incorporation or a Certificate of Designation with respect to a series of Preferred Stock, the affirmative vote of the holders of
shares of voting stock of the Corporation representing at least seventy-five percent (75%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a single class, shall be required to (i) reduce or eliminate the number of authorized shares of Common Stock or the
number of authorized shares of Preferred Stock set forth in Article FOURTH or (ii) amend or repeal, or adopt any provision inconsistent with, Parts A and B of Article FOURTH and Articles FIFTH,
SIXTH, SEVENTH, EIGHTH, NINTH, TENTH and this Article ELEVENTH of this Amended and Restated Certificate of Incorporation.

[REST
OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has duly executed this Amended and Restated Certificate of Incorporation in the name and on behalf of
Acusphere, Inc. on the 14th day of October, 2003 and the statements contained herein are affirmed as true under penalties of perjury.

| |  | ACUSPHERE, INC.                       
| |  | --------------------------------------
| |  | By:                                   
| |  | Name:  Sherri C. Oberg
Title:President

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