DEFA14A: Additional definitive proxy soliciting materials and Rule 14(a)(12) material

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SONUS PHARMACEUTICALS, INC.
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(SONUS PHARMACEUTICALS LOGO)



NEWS RELEASE

CONTACT: PAMELA L. DULL, SONUS PHARMACEUTICALS, (425) 487-9500, EXT. 255



SONUS PHARMACEUTICALS TO ACQUIRE FRENCH-BASED SYNT:EM, S.A.

ACQUISITION ADDS NOVEL PAIN MANAGEMENT AND ONCOLOGY PRODUCT CANDIDATES AND
STRENGTHENS DRUG DISCOVERY CAPABILITIES

TECHNOLOGY SYNERGIES WITH SONUS TOCOSOL(R) FORMULATION PLATFORM
ACQUISITION TERMS WEIGHTED TOWARD MILESTONE ACHIEVEMENTS

BOTHELL, WASHINGTON, USA, AND NIMES, FRANCE -- NOVEMBER 3, 2004 -- Sonus
Pharmaceuticals, Inc. (Nasdaq:SNUS) today announced that it has entered into a
definitive agreement to acquire Synt:em, a privately held drug discovery and
development company based in Nimes, France. The acquisition will expand and
diversify Sonus' drug development pipeline with a number of potential product
candidates and enhance the Company's drug discovery capabilities by providing a
validated, proprietary technology platform that is complementary to Sonus'
TOCOSOL(R) drug delivery platform. The agreement was unanimously approved by the
Board of Directors of Sonus and by all of the shareholders of Synt:em. The
transaction is subject to a number of customary closing conditions, including
approval of the issuance of shares by the shareholders of Sonus, and is
scheduled to close in the first quarter of 2005.

"We are continuing to make good progress with TOCOSOL Paclitaxel, our lead
cancer product. Based on this progress, we believe it is the right time to
expand Sonus' position as a pharmaceutical development company," said Michael A.
Martino, President and CEO of Sonus. "We believe the acquisition accomplishes
this objective, and will increase long-term shareholder value by broadening our
product development pipeline, enhancing our drug discovery and development
engine in oncology and pain management, two large and related markets, and
strengthening our organization and intellectual capacity with the addition of
Synt:em's people, scientific expertise and collaborative European network."

"The acquisition immediately adds three product candidates for the management of
inflammatory, neuropathic and chronic pain, two of which could be ready for
clinical development in 2005 and one in 2006. Synt:em's oncology portfolio
includes earlier stage compounds for the treatment of brain and lung cancers as
well as other solid tumors. The deal also provides a synergistic, two-fold
technology platform that will enhance our ability to develop
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drugs that are more convenient to use, safer and more effective than drugs
developed with alternative technologies," said Mr. Martino.

SUMMARY OF FINANCIAL TERMS

Under the terms of the agreement, Sonus will issue common shares of its stock to
acquire all of the outstanding capital stock of Synt:em from its shareholders.
Sonus shares issuable in connection with the transaction are payable in three
installments. At closing, the initial issuance of Sonus shares will consist of
approximately $10 million of Sonus common stock. The second and third
installments, having a current value of approximately $10 million each, are
conditional upon product candidates of Synt:em reaching Phase 1 clinical trials.
The purchase price for all three installments will be payable in shares of Sonus
common stock that will be based upon its average closing price for the 20
consecutive trading ending two days before the Closing Date.

The number of shares issuable to Synt:em shareholders is subject to upper and
lower collars, such that the aggregate number of shares issuable will not exceed
29% or be less than 26% of the fully diluted shares of common stock of Sonus on
the Closing Date. As an example, based on a November 2, 2004 closing price of
$2.65 per share, the initial issuance of shares at the closing would result in
Synt:em's shareholders owning approximately 3.9 million shares, or 15% of the
outstanding fully diluted shares of Sonus. If both the contingency milestones
are reached, the shareholders of Synt:em would be issued additional shares such
that the total consideration for the transaction, including the initial payment,
would be between 7.6 million and 8.9 million shares of Sonus common stock.

Needham & Company, Inc. advised Sonus Pharmaceuticals on this transaction.

SYNT:EM'S TECHNOLOGY PLATFORM

The first component of Synt:em's technology platform (Pep:trans(TM)) has
produced a series of proprietary, rationally designed peptides that are either
active on their own or are linked to active drugs for safe and efficient
transport across complex membranes such as the blood brain barrier. Linking a
clinically validated or novel drug to a Pep:trans peptide can improve the drug's
pharmacokinetics. In combination with Sonus' TOCOSOL technology, Pep:trans may
also enable a unique pathway for more selective organ targeting and cell uptake
of active drug compounds. Composition of matter patents related to Synt:em's
technology and drug candidates have issued in Europe. Counterpart patent
applications have been filed in the United States, Europe, Japan, Canada, and
Australia.

The second component of Synt:em's platform is a drug discovery process,
Acti:map(TM), which will provide Sonus with a proprietary computational approach
for the design, development and optimization of new Pep:trans peptides and other
drug candidates. Synt:em has successfully validated Acti:map through the design
and optimization of a short peptide for Sangstat that successfully completed
Phase 2 clinical trials for inflammatory bowel disease, and is being developed
by Proctor & Gamble.
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"We believe that Synt:em's drug discovery capabilities and preclinical pipeline
together with Sonus' clinical drug development and regulatory expertise will
result in a company with a broad and robust new product pipeline that will
benefit patients, physicians and create long-term value for shareholders," said
Michel Kaczorek, Ph.D., Synt:em CEO and founder. "In addition, the acquisition
gives visibility to Synt:em's technology platform in the United States and
provides Sonus with a presence in Europe that is of high strategic value as they
advance TOCOSOL Paclitaxel to Phase 3 testing and plan for its
commercialization." Upon completion of the acquisition, Dr. Kaczorek will become
Sonus' Chief Science and Technology Officer, reporting to Mr. Martino, and a
member of Sonus' Board of Directors. He will also continue to manage operations
at Synt:em.

"This acquisition brings together two companies with exciting technologies that
have the potential to improve the outcome and quality of life for cancer
patients and those suffering from debilitating pain," said Laurent Ganem, M.D.,
General Partner of Apax Partners, and Chairman of the Synt:em Supervisory Board.
"Synt:em's shareholders have unanimously approved the transaction, and we are
committed to its long term success. The large majority of Synt:em's shares are
held by institutional investors representing Europe's leading private equity
firms and besides Apax Partners, include Banexi Venture Partners of Paris,
BankInvest of Copenhagen, Lombard Odier of Zurich and 3i of London. The
remainder of the Synt:em shares are held by management, employees, advisors and
founders."

CONFERENCE CALL INFORMATION

Sonus will host its third quarter conference call today, November 3, at
1:30 P.M. Pacific Time/4:30 P.M. Eastern Time to discuss the proposed
Synt:em acquisition as well as the Company's third quarter progress.
The call will be web cast live and archived on Sonus' web site at
www.sonuspharma.com/events.html. A telephone replay of the conference call
will also be available for one week at (800) 642-1687 or (706) 645-9291
for international calls; Pass code: 1340030.

ABOUT SONUS PHARMACEUTICALS, INC.

Headquartered near Seattle, Sonus is focused on the development of novel drugs
for the treatment of cancer that offer improved administration, tolerability,
safety and effectiveness. The Company's lead product is TOCOSOL Paclitaxel, a
novel formulation of the leading anti-cancer drug paclitaxel. With patient
enrollment complete in Phase 2a studies of TOCOSOL Paclitaxel, Sonus continues
to advance the product toward Phase 3 testing. The promising clinical results
generated to date continue to support the Company's belief that TOCOSOL
Paclitaxel may potentially offer a safer and more effective alternative
paclitaxel therapy for cancer patients that is better tolerated and
easier-to-use. In addition to executing the plans for TOCOSOL Paclitaxel, Sonus
remains focused on driving product and corporate development activities towards
building and expanding its pipeline of oncology product candidates. For
additional information, including news releases, please visit the Company's web
site at www.sonuspharma.com.

ABOUT SYNT:EM, S.A.
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Located in Nimes and Montpellier, France, Synt:em was founded in 1995 to
discover and develop novel drugs that address unmet medical needs in cancer,
pain management and diseases of the central nervous system. The company has
approximately 40 employees. Additional information about Synt:em is available at
www.syntem.com.

SAFE HARBOR

Certain statements made in this press release are forward-looking such as those,
among others, relating to the development, safety and efficacy of drug delivery
products and potential applications for these products. As discussed in Sonus
Pharmaceuticals' filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K filed on March 12, 2004 and Quarterly Report on
Form 10-Q filed August 16, 2004, actual results could differ materially from
those projected in the forward-looking statements as a result of the following
factors, among others: the Company's and Synt:em's products will require
extensive clinical testing and approval by regulatory authorities; such
approvals are lengthy and expensive and may never occur; risks that the FDA may
not approve the Company's proposed 505(b)(2) strategy; risks that clinical
studies with TOCOSOL Paclitaxel will not be successful; risks that the Company
may not be able to effectively or completely integrate the business and
operations of Synt:em; risks that the combined company may not be able raise
capital to finance the increased costs of the business and operations of both
companies; and risks of successful development of additional drug delivery
products. Sonus undertakes no obligation to update the forward-looking
statements contained herein or to reflect events or circumstances occurring
after the date hereof.

###

ADDITIONAL INFORMATION ABOUT THE ACQUISITION

Sonus will file a proxy statement and other documents concerning the proposed
acquisition of Synt:em with the Securities and Exchange Commission. SONUS
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. A copy of the proxy statement will be mailed to the stockholders of
Sonus. Sonus stockholders may obtain a free copy of the proxy statement and
other relevant documents filed by Sonus with the SEC when they become available
at the SEC's website at www.sec.gov. The proxy statement and these other
documents may also be obtained for free from Sonus by directing a request to:
Investor Relations, 22026 20th Avenue S.E., Bothell, Washington, 98021,
telephone number (425) 487-9500.

Sonus and its directors, executive officers and certain of its employees may be
deemed to be participants in the solicitation of proxies from the stockholders
of Sonus with respect to the proposed transaction. Information regarding the
names, affiliations and interests of the participants in the solicitation will
be included in the proxy statement.
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The following script documents the quarterly conference call given by Sonus
Pharmaceuticals, Inc. ("SNUS") on November 3, 2004.

SONUS PHARMACEUTICALS, INC.
Q3 2004 CONFERENCE CALL
WEDNESDAY, NOVEMBER 3, 2004
1:30 P.M. PACIFIC TIME


PAM DULL:

Thank you, operator and good afternoon everyone. Welcome to Sonus
Pharmaceuticals' 2004 third quarter conference call. I am Pamela Dull, Director
of Investor Relations. To begin the call, Sonus issued two news releases after
the market closed today regarding our financial results and corporate progress
for the quarter as well as our proposed acquisition of Synt:em, a drug discovery
and development company. If you need copies of these press releases, please
contact Sonus investor relations, and copies will be sent to you. You can also
access the news releases on our web site at www.sonuspharma.com.

I would like to remind everyone that some of the statements made today may
include predictions, estimates and other information that might be considered
forward looking. These statements are based on current expectations and
assumptions that are subject to risks and uncertainties. Actual results could
differ materially from our predictions and estimates as a result of various risk
factors, including those identified in our Form 10-K for the year ended December
31, 2003, our Form 10-Q for the quarter ended June 30, 2004 and other SEC
filings, all of which can be accessed on our web site.

With that, I'll turn the call over to Mike Martino, President and CEO of Sonus.

MIKE MARTINO:

Thanks, Pam. Good afternoon everyone and thank you for joining our conference
call. Joining Pam and me on today's call are Dr. Michael Stewart, our Chief
Medical Officer; and Dr. Neile Grayson, Vice President of Corporate Development.
I am also pleased to introduce Alan Fuhrman, our CFO, who, I'm delighted to say,
has hit the ground running since joining Sonus in September. Our discussion
today will focus on two key messages:

- - First, with regard to our most important corporate priority, I am pleased
to report that we are making good progress with our lead product
candidate, TOCOSOL Paclitaxel. Specifically, we have opened discussions
with the FDA about our proposal for pivotal Phase 3 testing of TOCOSOL
Paclitaxel, and partnership discussions for the product are very active
and advancing.

- - Second, based on our strong foundation with TOCOSOL Paclitaxel and our
belief in its potential for commercial success, we are very pleased to
announce today that we have entered into a definitive stock purchase
agreement to acquire Synt:em, a privately held company based in Nimes,
France, which is located one hour west of Marseilles. We believe this
transaction will increase long-term shareholder value by adding
complementary technologies and capabilities that expand our drug
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development pipeline and strengthen our drug discovery engine in the
multibillion markets for oncology and pain management.


So, our agenda for today's call will be as follows:

1. First, Alan will review third quarter financials;

2. Second, Michael will update our progress with TOCOSOL Paclitaxel, and I
will provide an update on partnering discussions for that product;

3. Then we'll shift gears, and talk about Synt:em. I'll provide the strategic
rationale for that acquisition, Neile will discuss the products and
technology, and Alan will discuss the terms and financial implications as
well as our financial outlook going forward;

4. And, finally, I'll summarize key messages and open the line for questions.

I would like to, again, welcome Alan to Sonus and turn the call over to him.

ALAN FUHRMAN:

Thanks, Mike. It's a pleasure to be with all of you today, and it's an exciting
time to be joining Sonus. I hope to have the opportunity to meet with many of
you in person over the next few weeks and I look forward to working with Pam and
Mike to keep you apprised of our corporate developments as we move ahead.

Turning to the financial results, we reported a net loss of $3.6 million, or
$0.17 cents per share, for the third quarter of 2004, compared to a net loss of
$2.5 million, or $0.15 cents per share, for the third quarter of last year. For
the nine months ended September 30, 2004, the Company reported a net loss of
$11.0 million, or $0.55 per share, compared with a net loss of $7.9 million, or
$0.53 per share, for the same period of 2003. The higher net loss for the third
quarter and year-to-date financial results reflected planned increases in
research and development spending, primarily for TOCOSOL Paclitaxel clinical
development, and, to a lesser extent, for our research programs and corporate
development initiatives.
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At quarter end, we had $25.0 million in cash. As anticipated, our financial
results to date reflect a year to date spend rate of approximately $1.2 million
per month on average, reflecting continued investment in the clinical and
regulatory development of TOCOSOL Paclitaxel and work to bring forward
additional product candidates. Later in the presentation, I'll discuss the
financial impact of the Synt:em acquisition as well as our financing needs for
2005.

I would now like to provide you with a brief update on our Sarbanes-Oxley
Section 404 progress. Over the past quarter we have put considerable effort into
assessing the effectiveness of our internal controls. We have nearly completed
the documentation and interim internal testing phases related to all of our
significant processes, and our external auditors, Ernst & Young, have also
completed most of their interim audit procedures. This will be subject to a
final year-end audit, and a separate audit opinion regarding the effectiveness
of our system of internal controls will be included in the Form 10-K for the
year ended December 31, 2004. Bottom line, to date no significant deficiencies
or material weaknesses have been identified.

That completes a snapshot of our financial results through the third quarter.
I'll now turn the call over to Michael Stewart to update you on our progress
with TOCOSOL Paclitaxel.

MICHAEL STEWART:

Thanks, Alan. As Mike mentioned, we and the FDA have begun the process of
reaching agreement on the remainder of the clinical and non-clinical work that
will result in submission of a 505(b)(2) NDA for TOCOSOL Paclitaxel. We have
submitted data from all work done to this point, including the results of the
clinical pharmacology comparative study of TOCOSOL Paclitaxel and Taxol(R) that
was conducted earlier this year, AND our proposal for the ensuing Phase 3
clinical trial to serve as the basis of approval for the NDA. We requested, and
FDA has confirmed, a face-to-face End-of Phase 2 meeting to discuss the results
of all work performed to date on TOCOSOL Paclitaxel and our proposal for a Phase
3 trial.

With regard to the clinical pharmacology study, it would be premature to comment
on the specific results in advance of our FDA discussions; however, we believe
the data are compelling, and I am pleased to say that
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the study investigators are planning to submit the results for presentation at
the ASCO annual meeting in May 2005. Until now, understandings of the clinical
pharmacology of paclitaxel were based on studies using Taxol and the effects of
its toxic solubilizer, Cremophor, could not be fully characterized. In analyzing
our data, we have learned not only a great deal about TOCOSOL Paclitaxel but a
lot about Taxol as well.

With regard to our FDA submission, we have proposed to conduct a single pivotal
Phase 3 trial to gain marketing approval of TOCOSOL Paclitaxel. In addition,
agreement about the full content of the NDA dossier must be reached with the
FDA. As is the usual case following an End-of-Phase 2 meeting, final written
agreement and approval on all points of our pivotal program will occur after
further exchange of written documents. We hope to be able to finalize agreement
with the FDA on the study protocol by year-end. We, of course, will keep you
informed as material developments occur.

In planning the Phase 3 clinical program, we believe it will also be in our best
interest to pursue the Special Protocol Assessment process. In fact, the FDA has
recently encouraged Sponsors to apply for SPA agreements. Obtaining an SPA
agreement adds time to the trial start-up period, but it helps to minimize
uncertainty in the approval process and can substantially reduce review time
once the NDA is submitted. We intend to discuss an SPA with the FDA after
reaching agreement on the final study design.

We currently are targeting initiation of Phase 3 testing in the second quarter
of 2005 and have already begun talking with clinical investigators and contract
research organizations to conduct the program. Regarding how this impacts our
NDA submission target date, our original guidance had been that it could occur
late next year or early in 2006. We now believe that it will not be possible for
the NDA to be submitted by the end of next year. The revised estimated timing
for its submission will be determined once we have reached final agreement with
the FDA on the Phase 3 program.

Finally, let me give you just a brief update on the Phase 2b bladder and breast
cancer studies that we are conducting in parallel with the 505(b)(2) strategy.
Late last year, we initiated a trial of TOCOSOL Paclitaxel in the treatment of
inoperable or metastatic urothelial transitional cell carcinomas, which are
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mostly bladder cancers. You may also recall that, since there are limited
treatment alternatives for this disease, we applied for, and the FDA granted,
Fast Track designation for our development program in this indication. We began
the study with some of the most respected U.S. investigators in the field,
including key opinion leaders at the Cleveland Clinic, the University of
Pennsylvania, the University of Maryland, the Swedish Medical Center and the
Fred Hutchinson Cancer Research Center.

Enrollment in the U.S. has proved to be as challenging as we told you it might
be, because the population of advanced bladder cancer patients is small and
standard treatment practice for these patients in the U.S. is, frankly, not very
consistent. To complete enrollment in this study, we will be opening European
study sites, as we also stated in our last conference call, in Spain and the
U.K. We expect study sites in these countries to contribute meaningfully to
study enrollment in early 2005, and we look forward to reporting response rate
and time-to-progression data as they mature.

The third component of our regulatory strategy includes a program to expand our
knowledge and experience with TOCOSOL Paclitaxel in APPROVED indications for
taxane-based chemotherapies. With the positive results from our Phase 2a studies
using TOCOSOL Paclitaxel in the second-line treatment of late-stage cancers, we
decided to test it as first-line treatment in metastatic breast cancer. As
mentioned in our last update, we initiated a Phase 2b study in breast cancer,
and we are pleased that patient enrollment is progressing quite rapidly. Over
half of the projected patients have already been successfully qualified for
enrollment. We expect to complete study enrollment of approximately 45 patients
before year-end and to have initial response data in the first quarter of 2005.

With that, I'll turn the call back to Mike.

MIKE MARTINO:

Thank you, Michael. I know that many of you are interested in our progress and
the timing related to a corporate partner for TOCOSOL Paclitaxel. I can tell you
that discussions are gaining momentum, and in at least one case are at the stage
of discussing substantive terms. We are working diligently to structure a
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relationship that allows us to maximize the value of TOCOSOL Paclitaxel to
deliver the highest possible return for our shareholders. We believe the
clinical data to-date suggest that TOCOSOL Paclitaxel is a differentiable
product with solid advantages. Our partnering discussions are with companies
that share this view, and therefore assign the appropriate importance and
urgency to successfully completing the clinical and regulatory development of
TOCOSOL Paclitaxel in a way that optimizes its market introduction. The list of
potential partners includes multinational pharmaceutical companies, specialty
drug and branded generic drug companies. We believe that these discussions will
soon converge on a deal, as we finalize agreement with the FDA on the Phase 3
program. While the timing is aggressive, based on the nature of our discussions
with prospective partners, we believe that getting to an agreement-in-principle
with the right partner on the right terms is achievable in 2004 and we are
working hard to accomplish that objective. At the same time, I want to be very
clear that leveraging TOCOSOL Paclitaxel to maximize shareholder value has
always been our ultimate objective, and if, in our judgment, sliding the time
line into the first part of 2005 puts us in a better position to achieve that,
we will do so. In other words, we are not going to give up on significant deal
points just to get a deal done by a specific time on the calendar.

Before turning to the proposed acquisition, I want to reiterate our confidence
in the progress that we continue to make on the development of TOCOSOL
Paclitaxel, which continues to be our top priority. Specifically, we believe we
are on track over the next three to six months to:

- - Reach agreement with a corporate partner;

- - Reach agreement with the FDA on the Phase 3 program; and

- - Initiate pivotal Phase 3 testing of the product.

Now let's move on to our announced intention to acquire Synt:em. Given our
progress with the development of TOCOSOL Paclitaxel, we believe this is the
right opportunity
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and the right time to undertake this acquisition. As we have communicated in the
past, we have actively been seeking ways to diversify Sonus into a multi-product
company through both internal R&D and through external in-licensing and
acquisition. We continue to make good progress with the development of
alternative camptothecin-based compounds, and still expect to move one of those
product candidates into the clinic in 2005. During 2004, we have also evaluated
a significant number of potential business development opportunities that would
allow us to further leverage our capabilities and assets. We believe that the
acquisition of Synt:em is an outstanding opportunity that will result in a
stronger company and contribute to increased shareholder value in three ways, as
follows:

- First, it expands and diversifies our product pipeline with the
addition of three compounds for pain management that are in
preclinical testing, two of which could enter the clinic next year.
In addition, several earlier stage compounds may provide other
clinical product opportunities in cancer treatment.

- Second, it brings a proven, proprietary platform in peptide
chemistry that complements our TOCOSOL drug delivery platform and
enhances our ability to develop drugs for oncology and pain
management that are more convenient to use, safer and more effective
than drugs formulated with alternative technologies;

- And third, it strengthens our organization and intellectual capacity
with the addition of Synt:em's people, scientific expertise and
collaborative European networks.
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Simply stated, enhanced shareholder value from this acquisition can be
attributed to three key areas: Pipeline, Platform and People. Now I'd like to
turn the call over to Neile Grayson to elaborate on each of these:

NEILE GRAYSON:

Thanks, Mike. First, we'll talk about the expansion of our preclinical product
pipeline: The Synt:em acquisition immediately adds three preclinical compounds
that are currently designated Syn 1002, Syn 1003 and Syn 1001, for treating
inflammatory, neuropathic and chronic pain, which are multi-billion dollar,
worldwide market opportunities. We believe that Syn 1002 and Syn 1003 should be
ready for clinical trials next year. Syn 1001, in an earlier stage of
development, may be ready for clinical trials in 2006.

SYN 1002 is a non-opioid peptide analgesic that would compete in the pain
management market currently dominated by COX-2 inhibitors, such as Celebrex(R)
and Bextra(R), without the potential side effects of this class of compounds. An
extensive body of preclinical work indicates that this molecule is extremely
potent at low doses and very tolerable at high doses. It is believed to work by
reducing pro-inflammatory cytokine production. This property has been
independently demonstrated in animal models of inflammatory and neuropathic
pain. A number of companies are currently working in the competitive space of
pain management, and several are also developing peptide drug candidates. A
recurring problem with these other peptide candidates, unlike Syn 1002, is their
lack of in vivo stability, which precludes their use orally and which has
limited them
9


to administration by direct injection into the spinal fluid for treatment of
severe chronic pain. In contrast, Syn 1002 is currently administered
preclinically by intravenous or subcutaneous injection and has the potential for
self- and oral administration.

SYN 1003 is a novel opioid entity that exhibits an increased potency, faster
onset of action, and binding to both mu and kappa opioid receptors. This
non-peptide analgesic is an outgrowth of prior research at Synt:em. In
preclinical studies to-date, Syn 1003 shows good analgesic effects and exhibits
fewer side effects with respect to dependence and respiratory depression. The
initial development objective is for management of acute and chronic peripheral
pain.

SYN 1001 is another novel opioid construct with faster onset, longer duration of
action, greater potency and enhanced central nervous system uptake as compared
to currently marketed opioids. Pre-clinical evaluation of this compound has been
extensive, including opioid and non-opioid receptor binding, in vivo analgesic
effect in models of acute, inflammatory and neuropathic pain and GLP toxicology.
A first-generation version of Syn 1001 is currently completing Phase 1 clinical
trials, and the data are being analyzed. Based on available information, Sonus
and Synt:em management believe there is an opportunity to reengineer the current
molecule to improve its pharmacologic profile and commercial potential, and we
expect this improved second generation of the drug to be ready for the clinic in
2006.

Synt:em is also evaluating additional compounds in the discovery and
pre-clinical stages of development for their potential use in oncology
applications, including treatment of
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solid tumors. These products will complement and expand Sonus' oncology
portfolio, which currently includes TOCOSOL Paclitaxel, camptothecin derivatives
and novel platinum compounds.

NOW, I'D LIKE TO MOVE ON TO DISCUSS THE BROADENING OF OUR DRUG DISCOVERY
CAPABILITIES:

Synt:em provides a proprietary and complementary technology platform that
include two distinct components: expertise in peptide chemistry and biochemistry
and a validated drug discovery process.

Synt:em's peptide technology provides a series of proprietary, rationally
designed peptides that are either active on their own or can be linked as
conjugates to active drugs to improve their delivery in the body. In the
conjugated form, these peptides enhance transport of active drugs across complex
cell membranes, such as the blood brain barrier, and brings them to some
selected organs and tissues. Synt:em's technology of using peptides to transport
drugs across membranes has been named Pep:trans. We believe that Pep:trans may
also provide complementary benefits to our TOCOSOL delivery technology platform.
Composition of matter patents related to Synt:em's technology and drug
candidates have issued in Europe. Counterpart patent applications have been
filed in the United States, Europe, Japan, Canada, and Australia.

The second component of Synt:em's technology platform is called Acti:map, which
is a proprietary computational process for designing and optimizing new peptides
and/or drug candidates. Synt:em already has an extensive library of peptides
under evaluation. Synt:em has demonstrated the ability of Acti:map to discover
and optimize drug candidates through the discovery and design of a peptide for
Sangstat, which is now part of Genzyme. This peptide is being developed by
Proctor and Gamble and has successfully completed Phase 2 clinical trials for
treatment of inflammatory bowel disease.
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Synt:em also brings two product candidates that are already partnered with small
European biotech companies. Probiodrug, a German company, is working with
Synt:em on a project for multiple sclerosis, and a private Swedish-American
company is also working with Synt:em on a project for the treatment of ALS or
Lou Gehrig's disease.

Finally, let's talk about the strengthening of our organization through the
Synt:em acquisition:

The acquisition will also bring important new expertise and resources to Sonus
through the addition of Synt:em's scientists and their network of collaborators.
It is worthwhile to note that the respective capabilities of Synt:em and Sonus
are quite complementary and with very little overlap. Synt:em brings a well
integrated team of scientists-managers, who have established disciplined
processes for decision-analysis, decision-making, resource utilization and
tracking outcomes focused on early discovery through preclinical proof -
of-concept testing. They have 38 employees, over half of whom hold doctoral
degrees. Synt:em is headed by Dr. Michel Kaczorek, who has 24 years of
experience in the biotechnology industry, including founding Synt:em in 1995.
Dr. Kaczorek was in charge of R&D at Pasteur Vaccins, now Pasteur Merieux. He is
also one of the co-founders of Proteine Performance. Upon completion of the
acquisition, we anticipate that Dr. Kaczorek will join the Sonus Board of
Directors and will become our Chief Science and Technology Officer, reporting to
Mike Martino. In addition, Dr. Kaczorek will continue to manage the day-to-day
operations at the Synt:em facilities in France. Dr. Kaczorek has built a
talented management team who brings significant experience from organizations
like Eli Lilly, France's National Science Research Centre, Pierre Fabre
Medicament, Hybridon, and Oxford Molecular.

Synt:em has a long-standing and valuable network of expert collaborators and
consultants, ranging from academic scientists to experienced pharmaceutical
industry veterans at prominent institutions in Europe, the U.S. and around the
world.

In addition, Synt:em has a top-tier, pan-European institutional investor base
that includes:

- Apax Partners
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- Banexi Venture Partners of Paris

- BankInvest

- Lombard Odier

- 3i

Finally, the acquisition establishes a presence for Sonus in Europe that will
provide an important asset to us as we begin Phase 3 clinical testing for
TOCOSOL Paclitaxel.

I will now turn the call over to Alan Fuhrman to discuss the financial terms of
the transaction and the timeline for approval.

ALAN FUHRMAN:

Thank you, Neile.

Under the terms of the agreement, Sonus will acquire all of the outstanding
capital stock of Synt:em from its shareholders. The purchase price will be
payable in shares of common stock of Sonus and will be based upon the average
closing price for the 20 consecutive trading days ending two days before the
Closing Date. The shares issuable in connection with the transaction are payable
in three installments. The initial issuance of Sonus shares at closing will
consist of approximately $10 million of Sonus common stock. The second and third
installments, having a current value of approximately $10 million each, are
conditional upon product candidates of Synt:em reaching Phase 1 clinical trials.
The number of shares issuable to shareholders of Synt:em is subject to upper and
lower collars, such that the aggregate number of shares issuable will not
13


exceed 29% or be less than 26% of the fully diluted shares of common stock of
Sonus on the Closing Date.

As an example, based on yesterday's closing price of $2.65 per share, the
INITIAL issuance of shares at the closing would result in Synt:em's shareholders
owning approximately 3.9 million shares, or 15% of the outstanding fully diluted
shares of Sonus. If both the contingency milestones are reached, the
shareholders of Synt:em would be issued additional shares such that the total
consideration for the transaction, including the initial payment, would be
between 7.6 million shares and 8.9 million shares.

The transaction has been approved by 100% of Synt:em's shareholders and was
unanimously approved by Sonus' board of directors. It is subject to a number of
customary closing conditions, including approval of the issuance of shares by
Sonus shareholders, and the transaction is anticipated to close in the first
QUARTER of 2005.

As far as the timeline of activities to closing the transaction, we will file a
proxy statement with the SEC some time later this month. Depending upon whether
or not we receive SEC review, and the timing of such review, we expect to mail
the proxy statement to shareholders near the end of the calendar year and to
hold a special Sonus' shareholders' meeting approximately one month after that
to vote on the acquisition.

Now, looking at the balance sheet, as of September 30, 2004, on a proforma
basis, the combined entities had cash and cash equivalents of approximately $32
million. For the nine months ended September 30, 2004, our combined proforma
burn rate was approximately $1.8 million per month, and would fund current
operations for almost two years.

Our financial strategy going forward will depend on the outcome of our
discussions with the FDA and the structure of a corporate partnership for
TOCOSOL Paclitaxel. In 2005, we anticipate our burn rate will increase as we
enter Phase 3 trials with TOCOSOL Paclitaxel, and as Camptothecin and Syn 1002
move into the clinic. As
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we gain additional clarity on our pivotal trial program and the corporate
partnership we will be able to provide additional guidance for our 2005
financial needs and our plans for addressing them.

Mike, I'll turn the call back to you.

MIKE MARTINO:

Thanks, Alan. This acquisition builds upon the foundation that we have
established with TOCOSOL Paclitaxel and expands our footprint as a
pharmaceutical development company. The combination of Sonus and Synt:em will
result in a stronger company with a broader product pipeline, expanded drug
discovery and development capabilities and increased scientific expertise and
resources, all of which we believe will enhance long-term value for our
shareholders. This is a milestone step in our ongoing effort to build a company
that can generate sustainable value over the long-term with multiple product
opportunities. It reaffirms our confidence in our current product development
pipeline, and positions us to take advantage of additional opportunities for
future success.

To wrap-up, I'd like to mention that over the next several weeks we will be on
the East and West coasts to meet with investors to discuss our progress with
TOCOSOL Paclitaxel and the acquisition of Synt:em. I'm very pleased that Dr.
Kaczorek will be joining us for those meetings on the East Coast. We will also
be presenting at two investor conferences, starting with the RBC Dain Rauscher
conference in Seattle tomorrow, Thursday, November 4, at 9:10 A.M. Pacific Time,
as well as the Granite Financial Healthcare conference on November 18 in San
Diego. Our presentations at both of these conferences will be broadcast on the
Internet and can be accessed on our web site at www.sonuspharma.com.
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That completes our prepared remarks, and we'd be pleased to answer any questions
that you may have. Operator, could you please open the line for the first
question.

**********************************Q&A*********************************

If there are no further questions, we'd like to thank all of you for joining us
today. As always, we appreciate your support and look forward to keeping you
updated on future developments.