BMP SUNSTONE CORPORATION 12.5% SUBORDINATED CONVERTIBLE NOTE DUE

Exhibit 4.1

BMP SUNSTONE CORPORATION
12.5% SUBORDINATED CONVERTIBLE NOTE
DUE JULY 1, 2011

     BMP Sunstone Corporation, a Delaware corporation (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                                          , or registered assigns, the principal sum of                                          Dollars on July 1, 2011, and to pay interest thereon from March ___, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on each of April 1, July 1, October 1 and January 1 in each year, commencing April 1, 2009 at the rate of 12.5% per annum, until the principal hereof is paid or made available for payment, and at the rate of 18% per annum (but in no event in excess of the maximum rate permitted under applicable law) on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15 or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose at 600 W. Germantown Pike, Suite 400, Plymouth Meeting, PA 19482, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided , however , that at the option of the Company payment of interest may be made by wire transfer to such account of the Person entitled thereto as such account may be specified in writing from time to time by such Person.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

     Dated:

[Signature Page to Note]

     This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

[REVERSE OF SECURITY]

BMP SUNSTONE CORPORATION
12.5% SUBORDINATED CONVERTIBLE NOTE
DUE JULY 1, 2011

     This Security is one of a duly authorized issue of securities of the Company (herein called the “ Securities ”), issued and to be issued in one or more series under an Indenture, dated as of March ___, 2009 (herein called the “ Indenture ”), between the Company and The Bank of New York Mellon, as Trustee (herein called the “ Trustee ”, which term includes any successor trustee under the Indenture), to which Indenture, all indentures supplemental thereto and the Officer’s Certificate of the Company dated March ___, 2009, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $7,000,000.

     Subject to and upon compliance with the provisions of Article XIV of the Indenture and subject to the following paragraph, the Holder of this Security is entitled, at his option, at any time after the close of business on May 15, 2009, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof) (the “ Conversion Amount ”), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company (the “ Common Shares ”) at a conversion price per share of Common Stock (the “ Conversion Price ”) equal to $3.00 per each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture); provided that, if the Company issues Common Shares in one or more offerings to investors (other than any offerings following the closing of a Qualified Offering (as defined below)) on or prior to December 31, 2009 (any such issuance, an “ Offering ”), the Conversion Price shall equal the lesser of (i) $3.00, (ii) 115% of the lowest price per Common Share (after deducting the value, as determined by the Company, of any warrants or other securities issued in such Offering) for which the Company sells Common Shares in any Offering or (iii) 115% of the VWAP (as defined below) for the period from and including October 15, 2009 through and including December 15, 2009, provided that, notwithstanding anything to the contrary, the Conversion Price shall not be less than $2.00. “ VWAP ” means the volume weighted average price (the aggregate sales price of all trades of Common Shares during each Trading Day divided by the total number of shares of Common Shares traded during such Trading Day) of the Common Shares during any Trading Day as reported by Bloomberg, L.P. using the AQR function. “ Trading Day ” means any day other than a Saturday or a Sunday on which the Principal Market is open for trading in equity securities. “ Principal Market ” means the NASDAQ Capital Market, the NASDAQ Global Select Market, the NASDAQ Global Market, the American Stock Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Shares.

     So long as the Common Shares are listed for trading on The Nasdaq Stock Market, Inc. (“ Nasdaq ”) or an exchange or quotation system with a rule substantially similar to Rule 4350(i)

then, notwithstanding anything to the contrary contained herein if, at any time (the “ Triggering Event ”), the aggregate number of Common Shares then issued upon conversion of the Securities (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Shares issued or issuable upon conversion of the Securities for purposes of such rule) equals 19.99% of the Outstanding Common Amount (as hereinafter defined), the Securities (1) shall, from that time forward, cease to be convertible into Common Shares in accordance with the terms of the prior paragraph above, unless the Company (A) has obtained approval (“ Shareholder Approval ”) of the issuance of the Common Shares upon conversion of the Securities by a majority of the total votes cast on such proposal, in person or by proxy, by the holders of the then outstanding Common Shares (not including (x) any Common Shares held by present or former holders of Securities that were issued upon conversion o