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BIOSPHERE MEDICAL, INC. SPECIAL MEETING OF STOCKHOLDERS TABLE OF CONTENTS
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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BIOSPHERE MEDICAL, INC.
1050 Hingham Street
Rockland, Massachusetts 02370

                         , 2010

Dear Stockholder:

        You are cordially invited to attend a special meeting of stockholders of BioSphere Medical, Inc. to be held on [                        ], 2010, at 10:00 a.m., local time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109.

        At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of May 13, 2010, by and among Merit Medical Systems, Inc., Merit BioAcquisition Co., a wholly-owned subsidiary of Merit Medical, and BioSphere Medical, Inc., as such agreement may be amended from time to time. Pursuant to the merger agreement, Merit BioAcquisition Co. will merge with and into BioSphere and BioSphere will become a wholly-owned subsidiary of Merit Medical. We are also asking that you grant the authority to vote your shares to adjourn the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting.

        If the merger is completed, BioSphere stockholders will be entitled to receive $4.38 in cash, without interest and less any applicable withholding taxes, for each share of BioSphere common stock owned by them as of the date of the merger (assuming the prior conversion of all outstanding shares of BioSphere series A preferred stock into shares of BioSphere common stock).

        After careful consideration, our board of directors unanimously determined that the merger agreement and the terms and conditions of the merger and the merger agreement are fair to, advisable and in the best interests of BioSphere and its stockholders. Our board of directors has unanimously approved the merger agreement. Our board of directors unanimously recommends that you vote "FOR" the adoption of the merger agreement at the special meeting.

        Our board of directors considered a number of factors in evaluating the transaction and consulted with its legal and financial advisors. The enclosed proxy statement provides detailed information about the merger agreement and the merger. We encourage you to read this proxy statement carefully in its entirety.

         Your vote is very important, regardless of the number of shares you own. The proposal to adopt the merger agreement must be approved by the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting (including the outstanding shares of our series A preferred stock, if any, voting together with the holders of our common stock as a single class on an as-converted basis). Therefore, if you do not return your proxy card, submit a proxy via the Internet or telephone or attend the special meeting and vote in person, it will have the same effect as if you voted "AGAINST" adoption of the merger agreement. Only stockholders who owned shares of BioSphere capital stock at the close of business on [                        ], 2010, the record date for the special meeting, will be entitled to vote at the special meeting. To vote your shares, you may return your proxy card, submit a proxy via the Internet or telephone or attend the special meeting and vote in person. Even if you plan to attend the meeting, we urge you to promptly submit a proxy for your shares via the Internet or telephone or by completing, signing, dating and returning the enclosed proxy card.

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        Thank you for your continued support of BioSphere.

Sincerely,

Richard J. Faleschini
President and Chief Executive Officer

         Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger or the merger agreement, passed upon the merits or fairness of the merger or the merger agreement or passed upon the adequacy or accuracy of the disclosures in this proxy statement. Any representation to the contrary is a criminal offense.

        This proxy statement is dated [                         ], 2010 and is being mailed to stockholders of BioSphere on or about [                         ], 2010.

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BIOSPHERE MEDICAL, INC.
1050 Hingham Street
Rockland, MA 02370
(781) 681-7900

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held on [                        ], 2010

To the Stockholders of BioSphere Medical, Inc.:

        BioSphere Medical, Inc., a Delaware corporation ("BioSphere"), will hold a special meeting of stockholders at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, at 10:00 a.m., local time, on [                        ], 2010, for the following purposes:

•

To consider and vote upon the adoption of the Agreement and Plan of Merger, dated as of May 13, 2010, by and among Merit Medical Systems, Inc., a Utah corporation ("Merit"), Merit BioAcquisition Co., a Delaware corporation and wholly-owned subsidiary of Merit, and BioSphere, as such agreement may be amended from time to time; and



•

To consider and vote upon the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting.

        Stockholders also will consider and act on any other matters that may properly come before the special meeting or any adjournment or postponement thereof, including any procedural matters incident to the conduct of the special meeting.

        The Board of Directors of BioSphere has fixed [                        ], 2010 as the record date for the determination of stockholders entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. Only record holders of BioSphere capital stock at the close of business on the record date are entitled to receive notice of, and will be entitled to vote at, the special meeting, including any adjournments or postponements of the special meeting.

        Your vote is important and we urge you to complete, sign, date and return your proxy card as promptly as possible by mailing the card in the enclosed postage-prepaid envelope, whether or not you expect to attend the special meeting. If you are unable to attend in person and you return your proxy card, your shares will be voted at the special meeting in accordance with your proxy. You may also submit a proxy by telephone by calling (800) 776-9437 in the United States or (718) 921-8500 from foreign countries or through the Internet at http://www.voteproxy.com using the control number on your proxy card. If your shares are held in "street name" by your broker or other nominee, only that holder can vote your shares unless you obtain a valid legal proxy from such broker or nominee. You should follow the directions provided by your broker or nominee regarding how to instruct such broker or nominee to vote your shares.

        Under Delaware law, if the merger is completed, holders of BioSphere capital stock who do not vote in favor of adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery. In order to exercise your appraisal rights, you must submit a written demand for an appraisal prior to the stockholder vote on the merger agreement, not vote in favor of adoption of the merger agreement and comply with other Delaware law procedures explained in the accompanying proxy statement.

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        The merger is described in the accompanying proxy statement, which we urge you to read carefully. A copy of the merger agreement is attached as Annex A to the proxy statement.

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BIOSPHERE MEDICAL, INC.

SPECIAL MEETING OF STOCKHOLDERS

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ANNEXES

Annex A—Agreement and Plan of Merger

Annex B—Stockholder and Voting Agreement, as amended

Annex C—Opinion of J.P. Morgan Securities Inc.

Annex D—Section 262 of the General Corporation Law of the State of Delaware

        Except as otherwise specifically noted in this proxy statement, "we," "our," "us" and similar words in this proxy statement refer to BioSphere Medical, Inc. In addition, we refer to BioSphere Medical, Inc. as "BioSphere," to Merit Medical Sytems, Inc. as "Merit" and to Merit BioAcquisition Co. as "Merger Sub." We sometimes refer to shares of our common stock and series A preferred stock collectively as our "capital stock."

        The calculation of the merger consideration in the amount of $4.38 per share of common stock, which is referenced throughout this proxy statement, assumes the conversion of all outstanding shares of our series A preferred stock into shares of our common stock prior to the effective time of the merger. We do not expect that any shares of our series A preferred stock will remain outstanding at the effective time of the merger because (i) the merger agreement obligates us to use our commercially reasonable efforts to redeem such shares prior to the effective time of the merger and obligates Merit to loan us up to $10 million to fund such redemption, (ii) we intend to call for redemption prior to the effective time of the merger all shares of our series A preferred stock, (iii) under the terms of the merger agreement Merit is not required to consummate the merger if any shares of our series A preferred stock then remain outstanding, and (iv) the holders of shares of our series A preferred stock have the right to convert such shares into shares of our common stock at any time prior to their redemption. We currently expect that holders of shares of our series A preferred stock will convert such shares into shares of our common stock rather than have such shares redeemed, since the merger consideration for the shares of common stock received upon conversion of a share of series A preferred stock will exceed the redemption proceeds that would otherwise be received by the holder for such share.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers are intended to address some commonly asked questions regarding the special meeting of stockholders and the merger. These questions and answers may not address all questions that may be important to you as a BioSphere stockholder. We urge you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in or incorporate by reference into this proxy statement.

The Proposed Merger

Q:    What will I receive for my shares of BioSphere common stock in the merger?

A:

As a result of the merger, our stockholders will be entitled to receive $4.38 in cash, without interest and less any applicable withholding taxes, for each share of our common stock they own as of the date of the merger. For example, if you own 1,000 shares of our common stock, you will be entitled to receive $4,380 in cash, less any applicable withholding taxes, in exchange for your 1,000 shares.

Q:    What will the holders of BioSphere stock awards receive in the merger?

A:

At the effective time of the merger, all of our outstanding stock options granted under our 1997 Stock Incentive Plan and 2006 Stock Incentive Plan, whether vested or unvested, will be cancelled in the merger and the holders of such stock options will be entitled to receive a cash payment from Merit in an amount equal to the product of (i) the number of shares subject to such stock options multiplied by (ii) $4.38 less the applicable per-share exercise price. That payment will be subject to reduction for any applicable withholding taxes. Stock options with per-share exercise prices greater than or equal to $4.38 will be cancelled without any payment being made in respect thereof. Each share of our restricted stock shall become fully vested and free of any repurchase rights or other restrictions immediately prior to the effective time of the merger. As a result, all restricted stock will be treated in a manner consistent with the other shares of common stock and will be converted into the right to receive $4.38 per share, without interest and less any applicable withholding taxes. See "The Merger—Treatment of Stock Options Outstanding Under Our Stock Plans" beginning on page 43 and "The Merger—Treatment of Restricted Shares Outstanding Under Our Stock Plans" beginning on page 43.

Q:    What effects will the proposed merger have on BioSphere?

A:

Upon completion of the proposed merger, BioSphere will cease to be a publicly traded company and will be wholly owned by Merit. As a result, you will no longer have any interest in our future earnings or growth, if any. Following completion of the merger, the registration of our common stock and our reporting obligations with respect to our common stock under the Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act," are expected to be terminated. In addition, upon completion of the proposed merger, shares of BioSphere common stock will no longer be listed on The NASDAQ Global Market.

Q:    What regulatory approvals and filings are needed to complete the merger?

A:

The merger is subject to compliance with the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act. See "The Merger—Regulatory Matters" beginning on page 47.

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Q:    When do you expect the merger to be completed?

A:

We are working toward completing the merger as quickly as possible and currently expect to consummate the merger in the third quarter of 2010. In addition to obtaining stockholder approval, we must satisfy all other closing conditions, including the receipt of regulatory approvals.

Q:    What happens if the merger is not completed?

A:

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares pursuant to the merger agreement. Instead, BioSphere will remain as a public company and our common stock will continue to be registered under the Exchange Act and listed and traded on The NASDAQ Global Market. Under specified circumstances, BioSphere may be required to pay Merit a termination fee or Merit may be required to pay BioSphere a termination fee, in each case, as described in "The Merger Agreement—Fees and Expenses" beginning on page 63.

Q:    What rights do I have if I oppose the merger?

A:

Our stockholders are entitled to appraisal rights under Delaware law by following the requirements specified in Section 262 of the General Corporation Law of the State of Delaware. A copy of Section 262 is attached as Annex D to this proxy statement. See "Appraisal Rights" beginning on page 68.

Q:    Do any of BioSphere's directors or officers have interests in the merger that may differ from those of BioSphere stockholders?

A:

Each of our executive officers is party to an agreement with us that provides the executive officer with certain severance payments and benefits if the executive officer's employment is terminated under certain circumstances within one year following the effective time of the merger. In addition, certain of our executive officers and directors (i) own shares of our common stock for which they will be entitled to receive the same cash consideration per share on the same terms and conditions as our other stockholders and (ii) hold stock options and shares of restricted stock which will accelerate in full and be cashed out in connection with the merger. See "The Merger—Interests of Our Executive Officers and Directors in the Merger" beginning on page 36 for a description of these and other rights of our directors and executive officers that come into effect in connection with the merger.

Q:    What factors did the BioSphere board of directors consider in making its recommendation?

A:

In making its recommendation, our board of directors took into account, among other things, the $4.38 per share cash consideration to be received by holders of our common stock pursuant to the merger not only in relation to the market price as of signing and historical market prices of our common stock, but also in relation to our board of directors' assessment of the business, competitive position and prospects of BioSphere, the strategic alternative evaluation process, and the terms and conditions of the merger agreement, including our ability to solicit alternative acquisition proposals for a period of 30 days after signing the merger agreement, our ability to furnish information to, and conduct negotiations with, a third party should we receive an alternative proposal, and our right to terminate the merger agreement to accept a superior offer.

Q:    Will the merger be taxable to me?

A:

Yes. The receipt of cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, a U.S. stockholder will

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recognize gain or loss equal to the difference between the amount of cash received by the stockholder in the merger and the stockholder's adjusted tax basis in the shares of our common stock converted into cash in the merger. If you are a non-U.S. holder, the merger will generally not be a taxable transaction to you under U.S. federal income tax laws unless you have certain connections to the United States, but may be a taxable transaction to you under non-U.S. federal income tax laws, and you are encouraged to seek tax advice regarding such matters. Because individual circumstances may differ, we recommend that you consult your own tax advisor to determine the particular tax effects to you. See "The Merger—Material United States Federal Income Tax Consequences of the Merger" beginning on page 45.

The Special Meeting

Q:    Why am I receiving this proxy statement?

A:

Our board of directors is furnishing this proxy statement in connection with the solicitation of proxies to be voted at a special meeting of stockholders, or at any adjournments or postponements of the special meeting. This document contains important information about the merger and the special meeting of stockholders, and you should read it carefully.

Q:    Where and when is the special meeting of stockholders?

A:

The special meeting of our stockholders will be held on [          ], [                  ], 2010 at 10:00 a.m., local time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109.

Q:    What am I being asked to vote on?

A:

You will be asked to consider and vote on the following proposals:

•

to adopt the merger agreement; and

•

to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting.

Stockholders will also consider and act upon other business that may properly come before the special meeting or any adjournment or postponement thereof.

Q:    How does BioSphere's board recommend that I vote?

A:

At a meeting held on May 13, 2010, our board of directors unanimously approved the merger agreement and determined that the merger agreement and the terms and conditions of the merger and the merger agreement are fair to, advisable and in the best interests of BioSphere and its stockholders. Our board of directors unanimously recommends that you vote "FOR" the adoption of the merger agreement and "FOR" the proposal to adjourn the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting.

Voting and Proxy Procedures

Q:    Who is entitled to vote at the special meeting?

A:

Only stockholders of record as of the close of business on [            ], 2010 are entitled to receive notice of the special meeting and to vote the shares of our common stock that they held at that time at the special meeting, or at any adjournments or postponements of the special meeting.

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Q:    What vote is required to adopt the merger agreement?

A:

The proposal to adopt the merger agreement must be approved by the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting (including the holders of outstanding shares of our series A preferred stock, if any, voting together with the holders of our common stock as a single class on an as-converted basis).

Under a stockholder and voting agreement dated May 13, 2010, as amended, Cerberus Partners, L.P. and Cerberus International, Ltd. (together, "Cerberus"), which, as of June 1, 2010, owned approximately 7% of the outstanding shares of our common stock and approximately 50% of the outstanding shares of our series A preferred stock, have agreed to vote their shares of our common stock and our series A preferred stock (and any shares of our common stock issued upon conversion of our series A preferred stock) in favor of adoption of the merger agreement and against any proposal made in opposition to or in competition with the merger. As of June 1, 2010, the shares subject to the stockholder and voting agreement comprised approximately 12% of the outstanding shares of our common stock on an as-converted basis. See "The Stockholder and Voting Agreement" beginning on page 67.

Q:    What vote is required to approve a proposal to adjourn the special meeting, if necessary, to solicit additional proxies?

A:

The proposal to adjourn the special meeting, if necessary, to solicit additional proxies requires the affirmative vote of the holders of a majority of the shares of our common stock present or represented by proxy at the meeting and entitled to vote on the matter (including the outstanding shares of our series A preferred stock, if any, voting together with the holders of our common stock as a single class on an as-converted basis).

Q:    If my broker holds my shares in "street name," will my broker vote my shares for me?

A:

Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares in accordance with the procedure provided by your broker. Without instructions from you, your shares will not be voted, which will have the same effect as if you voted "AGAINST" adoption of the merger agreement.

Q:    What do I need to do now?

A:

We urge you to read this proxy statement carefully and consider how the merger affects you. Then mail your completed, dated and signed proxy card in the enclosed postage-prepaid return envelope as soon as possible, or submit a proxy via the Internet or telephone, so that your shares can be voted at the special meeting of our stockholders. Please do not send your stock certificates with your proxy card.

Q:    May I vote in person?

A:

Yes. If your shares are registered in your name, you may attend the special meeting and vote your shares in person, rather than signing and returning your proxy card by mail or submitting a proxy via the Internet or telephone. If your shares are held in "street name," you must obtain a proxy from your broker or other nominee in order to attend the special meeting and vote in person. Even if you plan to attend the special meeting in person, we urge you to complete, sign, date and return the enclosed proxy by mail or submit a proxy via the Internet or telephone to ensure that your shares will be represented at the special meeting.

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Q:    May I submit a proxy via the Internet or telephone?

A:

If your shares are registered in your name, you may cause your shares to be voted by returning a signed proxy card by mail or vote in person at the special meeting. Additionally, you may submit a proxy authorizing the voting of your shares via the Internet at http://www.voteproxy.com or telephonically by calling (800) 776-9437 in the United States or (718) 921-8500 from foreign countries. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy via the Internet or telephone.

If your shares are held in "street name" through a broker or other nominee, you may provide voting instructions by completing and returning the voting form provided by your broker or nominee, or via the Internet or telephone through your broker or nominee if your broker or nominee provides such a service. To provide voting instructions via the Internet or telephone through your broker or nominee, you should follow the instructions on the voting form provided by your broker or nominee.

Q:    What happens if I do not return my proxy card by mail, submit a proxy via the Internet or telephone or attend the special meeting and vote in person?

A:

The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting (including the outstanding shares of our series A preferred stock, if any, voting together with the holders of our common stock as a single class on an as-converted basis). Therefore, if you do not return your proxy card, submit a proxy via the Internet or telephone, or attend the special meeting and vote in person, it will have the same effect as if you voted "AGAINST" adoption of the merger agreement. In the event that a quorum is not present at the special meeting, it is expected that the meeting will be adjourned to solicit additional proxies. If a quorum is present in person or represented by proxy at the special meeting, approval of the proposal to adjourn the special meeting, if necessary to solicit additional proxies, requires the affirmative vote of a majority of the votes cast on the matter by holders of our capital stock present, in person or represented by proxy, at the special meeting and, therefore, if you do not vote in person or by proxy, it will have no effect on the outcome of such proposal to adjourn.

Q:    May I change my vote after I have mailed my signed proxy card?

A:

Yes. You may change your vote at any time before your proxy card is voted at the special meeting. If your shares are registered in your name , y ou may revoke your proxy by:

•

delivering a written revocation of the proxy or a later dated, signed proxy card, to our corporate secretary at our corporate offices at 1050 Hingham Street, Rockland, Massachusetts 02370, or by fax to the attention of Martin J. Joyce, Secretary, at (781) 681-5093, on or before the business day prior to the special meeting;

•

delivering a new, later dated proxy by telephone or via the Internet until immediately prior to the special meeting;

•

delivering a written revocation or a later dated, signed proxy card to us at the special meeting prior to the taking of the vote on the matters to be considered at the special meeting; or

•

attending the special meeting and voting in person.

If you have instructed a broker or other nominee to vote your shares , you may revoke your proxy only by following the directions received from your broker or nominee to change those instructions.

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Revocation of the proxy will not affect any vote previously taken. Attendance at the special meeting will not in itself constitute the revocation of a proxy; you must vote in person at the special meeting to revoke a previously delivered proxy.

Q:    What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return by mail (or submit via the Internet or telephone) each proxy card and voting instruction card that you receive.

Q:    What happens if I sell my shares of BioSphere capital stock before the special meeting?

A:

The record date for the special meeting, [                                    ], 2010, is earlier than the date of the special meeting and the date the merger is expected to be completed. If you transfer your shares of our capital stock after the record date but before the special meeting, you will retain your right to vote at the special meeting, but will transfer the right to receive the merger consideration.

Q:    Should I send in my stock certificates now?

A:

No. After the merger is completed, you will receive written instructions for exchanging your shares of our common stock for the merger consideration of $4.38 in cash, without interest and less any applicable withholding taxes, for each share of our common stock you hold.

Q:    Who can help answer my questions?

A:

If you would like additional copies, without charge, of this proxy statement or if you have questions about the merger, including the procedures for voting your shares, you should contact:

BioSphere Medical, Inc.
Attn: Martin J. Joyce
1050 Hingham Street
Rockland, Massachusetts 02370
(781) 681-7900

or

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (call collect) or
(800) 322-2885 (toll free)
proxy@mackenziepartners.com (email address)

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

        This proxy statement contains "forward-looking statements," as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that are based on our current expectations, assumptions, beliefs, estimates and projections about BioSphere and its industry. The forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate," "believe," "estimate," "expect," "intend," "project," "should" and similar expressions. Factors that may affect those forward-looking statements include, among other things:

•

the risk that the merger may not be consummated in a timely manner, if at all;



•

the risk that the merger agreement may be terminated in circumstances that require us to pay Merit a termination fee of $3.84 million (or $1.92 million depending on the circumstances);



•

risks regarding a loss of or a substantial decrease in purchases by our major customers;



•

risks related to the diversion of management's attention from our ongoing business operations;



•

risks regarding employee retention; and



•

legal and regulatory proceedings, including but not limited to litigation arising out of the proposed merger, or other matters that affect the timing or our ability to complete the transactions as contemplated.

        In addition, we are subject to risks and uncertainties and other factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on March 26, 2010, and updated in our subsequently filed quarterly reports on Form 10-Q and Current Reports on Form 8-K, which should be read in conjunction with this proxy statement. See "Where You Can Find More Information" beginning on page 78 of this proxy statement. We caution you that reliance on any forward-looking statement involves risks and uncertainties, and, although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be incorrect. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. We do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

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SUMMARY TERM SHEET

        This Summary Term Sheet highlights selected information from this proxy statement and may not contain all of the information that is important to you. To better understand the merger and for a more complete description of the legal terms of the merger, you should read carefully this entire proxy statement, the annexes to this proxy statement and the documents we refer to and incorporate by reference in this proxy statement. See "Where You Can Find More Information" beginning on page 78. The merger agreement is attached as Annex A to this proxy statement. We encourage you to read the merger agreement, which is the legal document governing the merger.

•    The Parties to the Merger (page 16)

BioSphere Medical, Inc.
1050 Hingham Street
Rockland, Massachusetts 02370
Telephone: (781) 681-7900

        Incorporated in December 1993, BioSphere Medical, Inc. seeks to pioneer and commercialize minimally invasive diagnostic and therapeutic applications based on proprietary bioengineered microsphere technology. Our core technologies, patented bioengineered polymers and manufacturing methods are used to produce microscopic spherical materials with unique beneficial properties for a variety of medical applications. Our principal focus is the use of our products for the treatment of symptomatic uterine fibroids using a procedure called uterine fibroid embolization, or UFE. Our products continue to gain acceptance in this rapidly emerging procedure, as well as in a number of other new and established medical treatments.

        Our website is located at http://www.biospheremed.com and our telephone number is (781) 681-7900. Additional information regarding BioSphere is contained in our filings with the SEC. See "Where You Can Find More Information" beginning on page 78.

Merit Medical Systems, Inc.
1600 West Merit Parkway
South Jordan, Utah 84095
Telephone: (801) 253-1600

        Incorporated in Utah in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of proprietary disposable medical devices used in interventional and diagnostic procedures, particularly in cardiology, radiology and gastroenterology. Merit serves client hospitals worldwide with a domestic and international sales force totaling approximately 125 individuals. Merit employs approximately 1,950 people worldwide with facilities in Salt Lake City and South Jordan, Utah; Angleton, Texas; Richmond, Virginia; Maastricht and Venlo, The Netherlands; and Galway, Ireland.

Merit BioAcquisition Co.
1600 West Merit Parkway
South Jordan, Utah 84095
Telephone: (801) 253-1600

        Incorporated on May 12, 2010, Merit BioAcquisition Co., a Delaware corporation and a wholly-owned subsidiary of Merit, was organized solely for the purpose of entering into the merger agreement with BioSphere and completing the merger. Merit BioAcquisition Co. has not conducted any business operations.

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•    The Merger (page 17)

        Upon the terms and subject to the conditions of the merger agreement, Merger Sub will be merged with and into BioSphere, and BioSphere will be become a wholly-owned subsidiary of Merit. If the merger is completed, you will be entitled to receive $4.38 in cash, without interest and less any applicable withholding taxes, in exchange for each share of our common stock that you own as of the date of the merger and for which you have not properly exercised appraisal rights. After the merger is completed, you will have the right to receive the merger consideration, but you will no longer have any rights as a BioSphere stockholder and will have no rights as a Merit stockholder as a result of the merger. BioSphere stockholders will receive the merger consideration after surrendering their BioSphere shares in accordance with the instructions contained in the letter of transmittal to be sent to our stockholders shortly after closing of the merger. As a result of the merger, BioSphere will cease to be a publicly-traded company.

        The merger agreement is attached as Annex A to this proxy statement. Please read it carefully.

•    Treatment of Stock Options Outstanding Under Our Stock Plans (page 43)

        At the effective time of the merger, all of our outstanding stock options granted under our 1997 Stock Incentive Plan and 2006 Stock Incentive Plan, whether vested or unvested, will be cancelled in the merger and each holder of such stock options will be entitled to receive a cash payment from Merit in an amount equal to the product of (i) the number of shares subject to such holder's stock options, multiplied by (ii) $4.38 less the applicable per-share exercise price. That payment will be subject to reduction for any applicable withholding taxes. Stock options with per-share exercise prices greater than or equal to $4.38 will be cancelled without any payment being made in respect thereof.

•    Treatment of Restricted Shares Outstanding Under Our Stock Plans (page 43)

        Each share of our restricted stock shall become fully vested and free of any repurchase rights or other restrictions immediately prior to the effective time of the merger. As a result, all restricted stock will be treated in a manner consistent with the other shares of common stock and will be converted into the right to receive $4.38 per share, less any applicable withholding taxes.

•    Treatment of Our Employee Stock Purchase Plan (page 43)

        In connection with the merger, we will terminate our 2000 Employee Stock Purchase Plan prior to the effective time of the merger in a manner that results in no participant in the plan having any right to purchase any equity security pursuant to the plan or receive any other consideration under the plan (other than a refund of any unapplied salary reduction deposits under the plan).

•    Reasons for the Merger and Recommendation of Our Board of Directors (page 24)

         Our board of directors unanimously recommends that you vote "FOR" adoption of the merger agreement and "FOR" the proposal to adjourn the special meeting, if necessary, to solicit additional proxies. At a meeting of our board of directors on May 13, 2010, after consultation with financial and legal advisors, our board of directors unanimously determined that the merger agreement and the merger are advisable and in the best interests of BioSphere and its stockholders and unanimously approved the merger agreement.

        In the course of reaching its decision, our board of directors consulted with our senior management, financial advisor and legal counsel, reviewed a significant amount of information and considered a number of factors, including, among others, the $4.38 per share cash consideration to be received by holders of our common stock pursuant to the merger not only in relation to the market price as of signing and historical market prices of our common stock, but also in relation to our board

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of directors' assessment of the business, competitive position and prospects of BioSphere, the strategic alternative evaluation process, and the terms and conditions of the merger agreement, including our ability to solicit alternative acquisition proposals for a period of 30 days after signing the merger agreement, our ability to furnish information to, and conduct negotiations with, a third party should we receive an alternative proposal, and our right to terminate the merger agreement to accept a superior offer, subject to the payment of a termination fee to Merit.

•    Opinion of Our Financial Advisor (page 28)

        J.P. Morgan Securities Inc., or J.P. Morgan, delivered its written opinion to our board of directors that, as of May 13, 2010, and based upon and subject to the factors, assumptions, qualifications and limitations set forth therein, the consideration to be paid to the holders of shares of our common stock in the merger was fair, from a financial point of view, to such holders.

        The full text of the written opinion of J.P. Morgan dated May 13, 2010, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in connection with its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. J.P. Morgan provided its opinion for the information of our board of directors in connection with and for the purposes of the evaluation of the transactions contemplated by the merger agreement. J.P. Morgan's written opinion addresses only the consideration to be paid to the holders of shares of our common stock in the merger, and does not address any other matter. J.P. Morgan's opinion does not constitute a recommendation to any stockholder of BioSphere as to how such stockholder should vote with respect to any matter.

•    Financing of the Merger (page 35)

        Concurrent with entering into the merger agreement, Merit entered into a commitment letter agreement pursuant to which Wells Fargo Bank, National Association and Wells Fargo Securities, LLC committed to provide to Merit a five-year senior unsecured revolving credit facility of up to $125 million. The principal purpose of the credit facility is to allow Merit to finance, in part, the transactions contemplated by the merger agreement, as well as for general corporate purposes. The obligations of Wells Fargo Bank and Wells Fargo Securities to provide the financing commitment is contingent upon the satisfaction of customary conditions described more fully in "The Merger—Financing of the Merger" on page 35.

•    The Special Meeting of BioSphere's Stockholders (page 12)

        Date, Time and Place.     A special meeting of our stockholders will be held on [                   ], [    ], 2010, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, at 10:00 a.m., local time, to consider and vote on:

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adoption of the merger agreement; and



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adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting.

        Stockholders will also consider and act upon such other business that may properly come before the special meeting or any adjournment or postponement thereof.

        Record Date and Voting Power.     You are entitled to vote at the special meeting if you owned shares of our capital stock at the close of business on [                        ], 2010, the record date for the special meeting. You will have one vote at the special meeting for each share of our common stock you owned and 250 votes for each share of series A preferred stock you owned (provided that no holder of series A preferred stock will be entitled to vote a number of shares that exceeds the aggregate purchase

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price paid by such holder for its shares of series A preferred stock, divided by $3.03), in each case at the close of business on the record date. The outstanding shares of our capital stock are entitled to cast a total of [            ] votes at the special meeting.

        Required Vote.     The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the shares of our common stock outstanding at the close of business on the record date (including the outstanding shares of our series A preferred stock, if any, voting together with the holders of our common stock as a single class on an as-converted basis). Approval of any proposal to adjourn the special meeting, if necessary, to solicit additional proxies requires the affirmative vote of a majority of the votes cast on the matter by holders of our capital stock present, in person or represented by proxy, at the special meeting, provided that a quorum is present, in person or represented by proxy, at the special meeting.

•    Revocation of Proxies (page 14)

        You may change your vote at any time before your proxy card is voted at the special meeting. If your shares are registered in your name, you may revoke your proxy by:

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delivering a written revocation of the proxy, or a later dated, signed proxy card, to our corporate secretary at our corporate offices at 1050 Hingham Street, Rockland, Massachusetts 02370, or by fax to the attention of Martin J. Joyce, Secretary, at (781) 681-5093, on or before the business day prior to the special meeting;



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delivering a new, later dated proxy by telephone or via the Internet until immediately prior to the special meeting;



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delivering a written revocation or later dated, signed proxy card to us at the special meeting prior to the taking of the vote on the matters to be considered at the special meeting; or



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attending the special meeting and voting in person.

        If you have instructed a broker or other nominee to vote your shares, you may revoke your proxy only by following the directions received from your broker or nominee to change those instructions.

        Revocation of the proxy will not affect any vote previously taken. Attendance at the special meeting will not in itself constitute the revocation of a proxy; you must vote in person at the special meeting to revoke a previously delivered proxy.

•    Interests of BioSphere's Executive Officers and Directors in the Merger (page 36)

        When considering the recommendation of BioSphere's board of directors, you should be aware that BioSphere's directors and executive officers have interests in the merger other than their interests as BioSphere stockholders generally, as described below. These interests may be different from, or in conflict with, your interests as a BioSphere stockholder. The members of our board of directors were aware of these additional interests, and considered them, when they approved the merger agreement. These interests include the following:

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each of our executive officers is party to an agreement with us that provides severance payments and benefits if the executive officer's employment is terminated under certain circumstances within one year following the effective time of the merger;



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based on holdings as of June 1, 2010, our executive officers and directors beneficially own in the aggregate 208,205 shares of our common stock (excluding unvested restricted stock and shares underlying stock options) and will receive an aggregate of approximately $911,938 in cash for these shares in connection with the merger;

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based on holdings as of June 1, 2010, our executive officers and directors hold stock options to purchase an aggregate of 1,615,000 shares of our common stock with per-share exercise prices less than $4.38 and will receive an aggregate of approximately $2,267,790 in cash (net of applicable exercise prices and subject to applicable withholding taxes) in exchange for these stock options in connection with the merger;



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based on holdings as of June 1, 2010, our executive officers and directors hold 511,500 shares of unvested restricted stock and will receive an aggregate cash payment of approximately $2,235,225 in exchange for these shares of unvested restricted stock in connection with the merger, subject to applicable withholding taxes; and



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following the effective time of the merger, the surviving corporation of the merger will provide continued indemnification and directors' and officers' liability insurance applicable to the period prior to the effective time of the merger.

        See "The Merger—Interests of Our Executive Officers and Directors in the Merger" beginning on page 36.

•    The Stockholder and Voting Agreement (page 67)

        Under a stockholder and voting agreement dated May 13, 2010, as amended, Cerberus, which, as of June 1, 2010, owned approximately 7% of the outstanding shares of our common stock and approximately 50% of the outstanding shares of our series A preferred stock, have agreed to vote their shares of our common stock and our series A preferred stock (and any shares of our common stock issued upon conversion of our series A preferred stock) in favor of adoption of the merger agreement and against any proposal made in opposition to or in competition with the merger. As of June 1, 2010, the shares subject to the stockholder and voting agreement comprised approximately 12% of the outstanding shares of our common stock on an as-converted basis. A copy of the stockholder and voting agreement, as amended, is attached as Annex B to this proxy statement.

•    Conditions to the Closing of the Merger (page 58)

        Each party's obligation to consummate the merger is subject to the satisfaction or waiver of various conditions, which include the following:

        The obligations of BioSphere, Merit and Merger Sub to consummate the merger are subject to the satisfaction or waiver of each of the following conditions:

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the adoption of the merger agreement by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting (including the outstanding shares of our series A preferred stock, if any, voting together with the holders of our common stock as a single class on an as-converted basis);



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the expiration or termination of the waiting period applicable to the merger under the HSR Act;



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other than the filing of the certificate of merger, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any governmental entity in connection with the merger and the consummation of the other transactions contemplated by the merger agreement, the failure of which to file, obtain or occur could reasonably be expected to have a "Buyer Material Adverse Effect" or a "Company Material Adverse Effect," shall have been filed, been obtained or occurred on terms and conditions which could not reasonably be expected to have a "Buyer Material Adverse Effect" or a "Company Material Adverse Effect";



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no order suspending the use of this proxy statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened in writing by the SEC or its staff; and

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no governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which is in effect and which has the effect of making the merger illegal or otherwise prohibiting consummation of the merger or the other transactions contemplated by the merger agreement, except that a party may not assert that this condition has not been satisfied unless such party shall have used its reasonable best efforts to prevent the enforcement or entry of such order, executive order, stay, decree, judgment or injunction or statute, rule or regulation, including taking such action as is required to comply with certain of its obligations under the merger agreement.

        In addition, the obligations of Merit and Merger Sub to consummate the merger are subject to the satisfaction of each of the following additional conditions (except that Merit and Merger Sub may not rely on the failure of any of the following conditions to the extent such failure results from their failure to use the standard of efforts to consummate the merger required from them under the terms of the merger agreement):

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our representations and warranties must be true and correct, except for changes specifically contemplated by the merger agreement and where the failure to be true and correct has not had a "Company Material Adverse Effect";



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we must have performed or complied in all material respects with all agreements, covenants and obligations required to be performed by us on or prior to the closing date;



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no "Company Material Adverse Effect" shall have occurred since the date of the merger agreement;



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we shall have delivered to the Buyer a certificate, dated as of the closing date of the merger, signed by our chief executive officer or chief financial officer, certifying to the satisfaction of the above described conditions;



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we must have terminated our employee stock purchase plan and our 401(k) plan;



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all shares of our series A preferred stock must have been redeemed or converted into shares of our common stock pursuant to the terms of our certificate of incorporation; and



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we must have used any funds loaned to us by Merit solely to redeem shares of our series A preferred stock, and must have returned to Merit immediately after the effective date of such redemption any such funds not used to complete the redemption.

        In addition, our obligations to consummate the merger are subject to the satisfaction of each of the following additional conditions (except that we may not rely on the failure of any of the following conditions to the extent such failure results from our failure to use the standard of efforts to consummate the merger required from us under the terms of the merger agreement):

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Merit and Merger Sub's representations and warranties in the merger agreement must be true and correct except for changes contemplated by the merger agreement and where the failure to be true and correct has not had a "Buyer Material Adverse Effect";



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Merit and Merger Sub shall have performed or complied in all material respects with all agreements, covenants and obligations required to be performed by them under the merger agreement on or prior to the closing date;



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No "Buyer Material Adverse Effect" shall have occurred since the date of the merger agreement; and



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Merit shall have delivered to us a certificate, dated as of the closing date of the merger, signed by Merit's chief executive officer or chief financial officer, certifying the satisfaction of the above-described conditions.

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•    Go-Shop Period (page 42)

        Until 11:59 p.m. Eastern time on June 12, 2010, we may directly or indirectly: (i) initiate, solicit or encourage the submission of acquisition proposals, including by way of providing access to non-public information pursuant to the prior execution of a confidentiality agreement not materially less restrictive of the other party than the confidentiality agreement we previously entered into with Merit (in which case we must simultaneously provide to Merit any such non-public information concerning us which was not previously provided to Merit); and (ii) participate in discussions or negotiations regarding, and take any other action to facilitate any inquiries or the making of, any proposal that constitutes, or may reasonably be expected to lead to an acquisition proposal. At 11:59 p.m. Eastern time on June 12, 2010, we must immediately terminate any such activities that would otherwise violate the restrictions described below, except we may continue discussions or negotiations with any person that has made an acquisition proposal prior to such time if our board of directors determines in good faith (after consultation with outside counsel and financial advisors) that such acquisition proposal constitutes or is reasonably likely to lead to a superior proposal.

•    Restrictions on Solicitation of Other Offers (page 60)

        We have agreed that, following 11:59 p.m. Eastern time on June 12, 2010, neither we nor any of our subsidiaries will, and we will use our commercially reasonable efforts to cause our directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives not to, directly or indirectly:

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solicit, initiate, seek, knowingly encourage, knowingly facilitate, knowingly support or respond to any inquiries or requests for any information with respect to, or the making, announcement or submission of, any proposal or offer that constitutes, or could reasonably be expected to lead to, any acquisition proposal; or



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engage, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information for the purpose of encouraging or facilitating, any acquisition proposal.

        However, we may furnish information with respect to BioSphere to, or engage in discussions or negotiations with, a person who has made an acquisition proposal, and amend, or grant a waiver or release under, any standstill agreement only if:

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such acquisition proposal did not result from a breach of our non-solicitation obligations under the merger agreement;



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we comply with our obligations under the merger agreement concerning changes in our board of directors' recommendation to our stockholders in favor of the merger and the entry into agreements with respect to alternative acquisition proposals; and



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our board of directors first determines in good faith, after consultation with outside counsel and its financial advisors, that such acquisition proposal constitutes or is reasonably likely to lead to a superior proposal.

        We may furnish such information only pursuant to a confidentiality agreement not materially less restrictive in any respect of the person making such acquisition proposal than the confidentiality agreement we previously entered into with Merit.

        We are required to promptly (and in any event within one business day) advise Merit orally, with written confirmation to follow, of our receipt of any written acquisition proposal, the material terms and conditions of any such acquisition proposal (including the material details relating to the financing thereof), and the identity of the person making any such acquisition proposal. We have also agreed to

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provide, contemporaneously with furnishing any information to any such party, copies of such information to Merit (to the extent such information has not been previously provided to Merit).

•    Termination of the Merger Agreement (page 62)

        BioSphere, Merit and Merger Sub may agree to terminate the merger agreement at any time prior to the effective time of the merger, even after our stockholders have adopted the merger agreement at the special meeting.

        In addition, we, on the one hand, and Merit and Merger Sub, on the other hand, each have separate rights to terminate the merger agreement without the agreement of the other party if, among other things:

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the merger has not been consummated by November 15, 2010, except that this termination right will not be available to any party whose breach of or failure to fulfill any obligation under the merger agreement has been a principal cause of or resulted in the failure of the merger to occur on or before such date;



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a governmental entity of competent jurisdiction has issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, except that this termination right will not be available to any party whose failure to fulfill any obligation under the merger agreement has been a principal cause of or resulted in such order, decree, ruling or other action; or



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our stockholders do not vote to adopt the merger agreement at the special meeting.

        Merit and Merger Sub may also terminate the merger agreement if:

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our board of directors fails to recommend the approval of the merger in this proxy statement or withdraws, qualifies or modifies its recommendation of the merger to our stockholders in a manner adverse to Merit or the consummation of the merger;



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our board of directors approves, endorses or recommends to our stockholders another acquisition proposal;



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a tender offer or exchange offer for our outstanding common stock is commenced and our board of directors recommends that our stockholders tender their shares in such tender or exchange offer or, within ten business days after the commencement of such tender or exchange offer, fails to recommend against acceptance of such offer and reiterate its recommendation with respect to the merger agreement and the merger;



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we breach or fail to perform any of our representations, warranties, covenants or agreements in the merger agreement and such breach or failure to perform would cause certain conditions to the obligations of Merit and Merger Sub to consummate the closing not to be satisfied and such breach or failure to perform is not timely cured or is not capable of being cured; or



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all of the conditions to our obligation to consummate the merger have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the closing) and Merit has notified us in writing that it is ready and willing to consummate the merger (subject to the satisfaction of all of the conditions to its obligation to consummate the merger), and we fail to consummate the merger within five business days following Merit's delivery of such notice.

        Additionally, we may terminate the merger agreement if:

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our board of directors pursuant to and in compliance with our non-solicitation obligations under the merger agreement, approves or recommends to our stockholders another acquisition

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proposal and we provide Merit notice of our intent to exercise this termination right no less than two business days prior to doing so;

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Merit or Merger Sub breach or fail to perform any of their representations, warranties, covenants or agreements in the merger agreement and such breach or failure to perform would cause certain conditions to our obligation to consummate the closing not to be satisfied and such breach or failure to perform is not timely cured or is not capable of being cured; or



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all of the conditions to the obligations of Merit and Merger Sub to consummate the merger have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the closing) and we have notified Merit in writing that we are ready and willing to consummate the merger (subject to the satisfaction of all of the conditions to our obligation to consummate the merger), and Merit and Merger Sub fail to consummate the merger within five business days following our delivery of such notice.

•    Fees and Expenses (page 63)

        We must pay to Merit a termination fee of $3.84 million if Merit and Merger Sub terminate the merger agreement pursuant to its terms because:

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we breach or fail to perform any of our representations, warranties, covenants or agreements in the merger agreement and such breach or failure to perform would cause certain conditions to the obligations of Merit and Merger Sub to consummate the closing not to be satisfied and such breach or failure to perform is not timely cured or is not capable of being cured; or



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all of the conditions to our obligation to consummate the merger have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the closing) and Merit has notified us in writing that it is ready and willing to consummate the merger (subject to the satisfaction of all of the conditions to its obligation to consummate the merger), and we fail to consummate the merger within five business days following Merit's delivery of such notice.

However, the termination fee we are required to pay will be reduced to $1.92 million if the merger agreement is terminated in connection with a superior proposal which arises from an acquisition proposal first proposed to us after the date of the merger agreement and prior to 11:59 p.m. Eastern time on June 12, 2010.

        Merit must pay to us a termination fee of $10 million if we terminate the merger agreement pursuant to its terms because all of the conditions to the obligations of Merit and Merger Sub to consummate the merger have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the closing) and we have notified Merit in writing that we are ready and willing to consummate the merger (subject to the satisfaction of all of the conditions to our obligation to consummate the merger), and Merit and Merger Sub fail to consummate the merger within five business days following our delivery of such notice, and Merit asserts that a "financing disruption" has occurred.

•    Redemption of Series A Preferred Stock (page 43)

        In connection with, but prior to the consummation of, the merger, we intend to call for redemption all 9,636 currently outstanding shares of our series A preferred stock at a redemption price of $1,000 per share plus accrued and unpaid dividends. See "The Merger—Redemption of Series A Preferred Stock" beginning on page 43.

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•    Material United States Federal Income Tax Consequences of the Merger (page 45)

        The conversion of shares of our common stock into the right to receive $4.38 per share cash merger consideration (without interest and subject to any applicable withholding taxes) will be a taxable transaction to our stockholders for U.S. federal income tax purposes. See "The Merger—Material United States Federal Income Tax Consequences of the Merger" beginning on page 45.

         Tax matters can be complicated, and the tax consequences of the merger to you will depend on the facts of your own situation. We strongly recommend that you consult your own tax advisor to fully understand the tax consequences of the merger to you.

•    Regulatory Matters (page 47)

        The HSR Act prohibits us from completing the merger until we have furnished certain information and materials to the Antitrust Division of the Department of Justice and the Federal Trade Commission and the required waiting period has expired or been terminated. Both parties have made the necessary filings and the initial 30 day waiting period will expire at 11:59 pm on July 7, 2010, unless the government extends that period by requesting additional information from the parties or shortens the period by a grant of early termination.

•    Appraisal Rights (page 68)

        Holders of our capital stock who object to the merger may elect to pursue their appraisal rights to receive the judicially determined "fair value" of their shares, which could be more or less than, or the same as, the per share merger consideration under the merger agreement, but only if they comply with the procedures required under Delaware law. In order to qualify for these rights, you must (1) not vote in favor of adoption of the merger agreement, nor consent thereto in writing, (2) make a written demand for appraisal prior to the taking of the vote on the adoption of the merger agreement at the special meeting and (3) otherwise comply with the Delaware law procedures for exercising appraisal rights. For a summary of these Delaware law procedures, see "Appraisal Rights" beginning on page 68. An executed proxy that is not marked "AGAINST' or "ABSTAIN" will be voted for adoption of the merger agreement and will disqualify the stockholder submitting that proxy from demanding appraisal rights.

        A copy of Section 262 of the General Corporation Law of the State of Delaware, or DGCL, is included as Annex D to this proxy statement. Failure to follow the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

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THE SPECIAL MEETING

        The enclosed proxy is solicited on behalf of the board of directors of BioSphere for use at the special meeting of stockholders or at any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

        We will hold the special meeting at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, at 10:00 a.m., local time, on [        ], [                ], 2010.

Purpose of the Special Meeting

        The purposes of the special meeting are to consider and act upon the following matters:

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To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of May 13, 2010, by and among Merit, Merger Sub and BioSphere, as described in this proxy statement, as it may be amended from time to time. A copy of the merger agreement is attached as Annex A to this proxy statement.



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To consider and vote upon an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to adopt the merger agreement.

        Stockholders will also consider and act on any other matters that may properly come before the special meeting or any adjournment or postponement thereof.

Recommendation of Our Board of Directors

        Our board of directors has determined and believes that the merger and merger agreement described in this proxy statement are advisable, fair to, and in the best interests of BioSphere and our stockholders, and has approved the merger agreement. Our board of directors recommends that our stockholders vote "FOR" Proposal No. 1 to adopt the merger agreement.

        Our board of directors has determined and believes that adjourning the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to adopt the merger agreement is advisable, fair to, and in the best interests of, BioSphere and our stockholders and has approved such proposal. Our board of directors recommends that stockholders vote "FOR" Proposal No. 2 to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to adopt the merger agreement.

Record Date; Shares Entitled to Vote; Quorum

        Only holders of record of our capital stock at the close of business on [                ], 2010, the record date, are entitled to notice of, and to vote at, the special meeting. On the record date, [                ] shares of our common stock were issued and outstanding and held by approximately [        ] holders of record and [        ] shares of our series A preferred stock were issued and outstanding and held by approximately [        ] holders of record. Holders of record of our common stock on the record date are entitled to one vote per share at the special meeting on the proposal to adopt the merger agreement and the proposal to adjourn the special meeting, if necessary, to solicit additional proxies. Holders of record of our series A preferred stock are entitled to 250 votes per share at the special meeting on the proposal to adopt the merger agreement and the proposal to adjourn the special meeting, if necessary, to solicit additional proxies, provided that no holder of series A preferred stock will be entitled to vote a number of shares that exceeds the aggregate purchase price paid by such holder for its shares of series A preferred stock, divided by $3.03.

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        A quorum of stockholders is necessary to hold a valid special meeting. Under our by-laws, a quorum is present at the special meeting if a majority of the shares of our capital stock issued, outstanding and entitled to vote on the record date are present, in person or represented by proxy. In the event that a quorum is not present at the special meeting, it is expected that the meeting will be adjourned to solicit additional proxies. For purposes of determining the presence of a quorum, abstentions will be counted as shares present, however, broker non-votes (where a broker or nominee does not exercise discretionary authority to vote on a matter), if any, will not be counted as shares present.

Vote Required

        The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote at the special meeting (including the outstanding shares of our series A preferred stock, if any, voting together with the common stock as a single class on an as-converted basis). Adoption of the merger agreement is a condition to the closing of the merger.

        Approval of any proposal to adjourn the special meeting, if necessary, to solicit additional proxies requires the affirmative vote of a majority of the votes cast on the matter by holders of our capital stock present, in person or represented by proxy, at the special meeting, provided that a quorum is present, in person or represented by proxy, at the special meeting.

Voting by BioSphere's Directors and Executive Officers

        As of [                ], 2010, the record date, our directors and executive officers held and are entitled to vote, in the aggregate, [        ] shares of our common stock, representing approximately [    ]% of our outstanding common stock. The directors and executive officers have informed us that they currently intend to vote all of their shares of our common stock "FOR" the adoption of the merger agreement and "FOR" the adjournment proposal. If our directors and executive officers vote their shares in favor of adopting the merger agreement, [    ]% of the outstanding shares of our common stock will have voted for the proposal to adopt the merger agreement. This means that additional holders of approximately [    ]% of all shares entitled to vote at the special meeting would need to vote for the proposal to adopt the merger agreement in order for it to be adopted.

Voting of Proxies

        If your shares are registered in your name, you may cause your shares to be voted by mailing a signed proxy card in the enclosed postage-prepaid envelope or by voting in person at the meeting. Additionally, you may submit a proxy authorizing the voting of your shares via the Internet at http://www.voteproxy.com or by telephone by calling (800) 776-9437 in the United States or (718) 921-8500 from foreign countries. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy via the Internet or telephone.

        If your shares are registered in your name and you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the meeting. If your shares are registered in your name, you are encouraged to submit a proxy even if you plan to attend the special meeting in person.

        Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted "FOR" the adoption of the merger agreement and "FOR" the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

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        If your shares are held in "street name" through a broker or other nominee, you may provide voting instructions by completing and returning the voting form provided by your broker or nominee or via the Internet or by telephone through your broker or nominee if your broker or nominee provides such a service. To provide voting instructions via the Internet or telephone, you should follow the instructions on the voting form provided by your broker or nominee. If you plan to attend the special meeting, you will need a proxy from your broker or nominee in order to be given a ballot to vote the shares. If you do not return your broker's or nominee's voting form, provide voting instructions via the Internet or telephone through your broker or nominee, if possible, or attend the special meeting and vote in person with a proxy from your broker or nominee, it will have the same effect as if you voted "AGAINST" adoption of the merger agreement.

        Stockholders that abstain from voting on a particular matter and shares held in "street name" by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter will not be counted as votes in favor of such matter. For purposes of determining the presence of a quorum, abstentions will be counted as shares present, however, broker non-votes (where a broker or nominee does not exercise discretionary authority to vote on a matter), if any, will not be counted as shares present. Abstentions and broker non-votes will have the same effect as if you voted "AGAINST" adoption of the merger agreement and will have no effect on the proposal to adjourn the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting.

Revocation of Proxies

        Any proxy you give pursuant to this solicitation may be revoked by you at any time before it is voted. Proxies may be revoked as follows:

         If your shares are registered in your name , you may revoke your proxy by:

•

delivering a written revocation of the proxy, or a later dated, signed proxy card, to our corporate secretary at our corporate offices at 1050 Hingham Street, Rockland, Massachusetts 02370, or by fax to the attention of Martin J. Joyce, Secretary, at (781) 681-5093, on or before the business day prior to the special meeting;



•

delivering a new, later dated proxy by telephone or via the Internet until immediately prior to the special meeting;



•

delivering a written revocation or a later dated, signed proxy card to us at the special meeting prior to the taking of the vote on the matters to be considered at the special meeting; or



•

attending the special meeting and voting in person.

         If you have instructed a broker or nominee to vote your shares , you may revoke your proxy only by following the directions received from your broker or nominee to change those instructions.

        Revocation of the proxy will not affect any vote previously taken. Attendance at the special meeting will not in itself constitute the revocation of a proxy; you must vote in person at the special meeting to revoke a previously delivered proxy.

Rights of Stockholders Who Object to the Merger

        Stockholders of BioSphere are entitled to appraisal rights under Delaware law in connection with the merger. This means that you are entitled to have the value of your shares determined by the Delaware Court of Chancery and to receive payment based on that valuation. The ultimate amount you receive as a dissenting stockholder in an appraisal proceeding may be more than, the same as or less than the amount you would have received under the merger agreement.

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        To exercise your appraisal rights, you must submit a written demand for appraisal to BioSphere before the vote is taken on the merger agreement and you must not vote in favor of the adoption of the merger agreement. Your failure to follow exactly the procedures specified under Delaware law will result in the loss of your appraisal rights. See "Appraisal Rights" beginning on page 68. The text of the Delaware appraisal rights statute is reproduced in its entirety as Annex D to this proxy statement.

Solicitation of Proxies

        The expense of soliciting proxies in the enclosed form will be borne by BioSphere. We have retained MacKenzie Partners, Inc., a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $10,000, plus expenses. In addition, we may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by certain of our directors, officers and employees, personally or by telephone, facsimile or other means of communication. No additional compensation will be paid for such services.

Other Business

        We are not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. Under our by-laws, business transacted at the special meeting is limited to the purposes stated in the notice of the special meeting, which is provided at the beginning of this proxy statement. If other matters do properly come before the special meeting, or at any adjournment or postponement of the special meeting, we intend that shares of BioSphere capital stock represented by properly submitted proxies will be voted in accordance with the recommendations of our board of directors.

Stockholder List

        A list of our stockholders entitled to vote at the special meeting will be available for examination by any BioSphere stockholder at the special meeting. For ten days prior to the special meeting, this stockholder list will be available for inspection by any stockholder for any purpose germane to the special meeting during ordinary business hours at our corporate offices located at 1050 Hingham Street, Rockland, Massachusetts 02370.

Availability of Documents

        The reports, opinions or appraisals referenced in this proxy statement will be made available for inspection and copying during ordinary business hours at our corporate offices located at 1050 Hingham Street, Rockland, Massachusetts 02370 by any interested holder of our capital stock.

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THE PARTIES TO THE MERGER

BioSphere Medical, Inc.

        BioSphere Medical, Inc. seeks to pioneer and commercialize minimally invasive diagnostic and therapeutic applications based on proprietary bioengineered microsphere technology. Our core technologies, patented bioengineered polymers and manufacturing methods are used to produce microscopic spherical materials with unique beneficial properties for a variety of medical applications. Our principal focus is the use of our products for the treatment of symptomatic uterine fibroids using a procedure called uterine fibroid embolization, or UFE. Our products continue to gain acceptance in this rapidly emerging procedure, as well as in a number of other new and established medical treatments.

        We were incorporated in December 1993 and our principal executive offices are located at 1050 Hingham Street, Rockland, Massachusetts 02370. Our website is located at http://www.biospheremed.com. Additional information regarding BioSphere is contained in our filings with the SEC. See "Where You Can Find More Information" beginning on page 78.

Merit Medical Systems, Inc.

        Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of proprietary disposable medical devices used in interventional and diagnostic procedures, particularly in cardiology, radiology and gastroenterology. Merit serves client hospitals worldwide with a domestic and international sales force totaling approximately 125 individuals. Merit employs approximately 1,950 people worldwide with facilities in Salt Lake City and South Jordan, Utah; Angleton, Texas; Richmond, Virginia; Maastricht and Venlo, The Netherlands; and Galway, Ireland.

        Merit was incorporated in Utah in 1987, and the mailing address for its principal executive offices is 1600 West Merit Parkway, South Jordan, Utah 84095. Its telephone number is (801) 253-1600. Merit's website is located at http://www.merit.com. Additional information regarding Merit is contained in Merit's filings with the SEC. See "Where You Can Find More Information" beginning on page 78.

Merit BioAcquisition Co.

        Merit BioAcquisition Co., a Delaware corporation and a wholly-owned subsidiary of Merit, was organized solely for the purpose of entering into the merger agreement with BioSphere and completing the merger. Merit BioAcquisition Co. was incorporated on May 12, 2010 and has not conducted any business operations. The mailing address for its principal executive offices is 1600 West Merit Parkway, South Jordan, Utah 84095. Its telephone number is (801) 253-1600.

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THE MERGER

        The following discussion summarizes the material terms of the merger. We urge you to read carefully the merger agreement, which is attached as Annex A to this proxy statement.

Background to the Merger

        As part of the ongoing evaluation of our business, our board of directors and our management regularly review and assess different strategies for improving our competitive position and enhancing stockholder value.

        In 2003 and 2004, in light of our then current cash balances, continued losses from operations and prospects, our board of directors undertook a process to evaluate strategic alternatives, including a potential equity financing. We engaged an investment banker to help us evaluate and consider a potential sale transaction. In connection with this process, we received preliminary indications of interest from two parties, including Merit. After a period of negotiation and due diligence with each of these parties, our board of directors determined that neither indication of interest reflected a sufficient valuation for BioSphere. As a result, our board of directors determined not to further pursue a sale transaction, and instead determined to continue BioSphere's operations as an independent company and we raised equity capital through the sale of series A preferred stock.

        In December 2007, our board of directors again determined to consider and pursue strategic alternatives for our business and to engage an investment banker to assist. Our board of directors also determined to form an ad hoc advisory committee, comprised of Messrs. Timothy J. Barberich, John H. MacKinnon, Riccardo Pigliucci and David P. Southwell, referred to herein as the Advisory Committee, to select the investment banker, oversee the process and provide periodic reports to our board of directors on the process. Our board of directors retained full authority to evaluate, negotiate and approve any proposal that we received. We retained an investment banker, which we refer to herein as the Initial Financial Advisor, to provide financial advisory services to us in connection with this evaluation process. Between late December 2007 and March 2008, the Initial Financial Advisor contacted 23 parties to determine interest in a potential combination or acquisition. Although Merit was contacted as part of this process, it declined to receive information about our business or pursue discussions at that time. Four of the parties contacted by the Initial Financial Advisor entered into confidentiality agreements and were provided access to non-public information about our business. One of such parties, whom we refer to as Company A, submitted an oral indication of interest to engage in an all stock business combination. After further discussion and evaluation of the terms presented in Company A's indicative offer, including the proposed composition of management and the board of directors of the combined companies, Company A's near and long term prospects and strategies, and the expected liquidity for the combined company's securities, our board of directors concluded that a business combination with Company A on the terms proposed was not advisable. From December 2007 through December 2009, our management and directors had discussions from time to time with representatives of Company A regarding a potential business combination or collaboration.

        In September 2008, Company B, one of the 23 entities previously contacted by our Initial Financial Advisor, expressed interest in exploring an acquisition of BioSphere. Through January 2009, our management and directors had discussions with representatives of Company B regarding a potential transaction.

        On November 5, 2008, we received a written indication of interest from Company B to acquire BioSphere in an all cash transaction at an aggregate valuation of $74.8 million to $99.8 million (assuming we used approximately $9.6 million of our cash to pay the additional liquidation preference in respect of our series A preferred stock), conditioned upon satisfactory due diligence, an agreement of exclusivity between the parties and other conditions. On December 4, 2008, we received a revised indication of interest from Company B to acquire BioSphere in an all cash transaction at an aggregate

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valuation of $89.8 million to $114.8 million (assuming we used approximately $9.6 million of our cash to pay the additional liquidation preference in respect of our series A preferred stock), conditioned upon satisfactory due diligence, an agreement of exclusivity between the parties and other conditions.

        Following further valuation discussions in which Company B indicated its willingness to proceed at valuation levels at the upper end of the range in the most recent indication of interest, we entered into exclusive discussions with Company B on January 21, 2009. Thereafter, representatives of BioSphere and Company B exchanged drafts of a proposed merger agreement and engaged in discussions and negotiations regarding the terms and conditions of a potential transaction.

        On February 3, 2009, representatives of Company B informed us that Company B was no longer interested in pursuing an acquisition.

        At meetings held in February 2009, the Advisory Committee and our board of directors determined that we should continue to engage in evaluations of strategic alternatives and that the Initial Financial Advisor should contact companies, including Company B, that previously had expressed interest in BioSphere to determine whether they had any current interest in a transaction.

        In April 2009, we received a revised indication of interest from Company B to acquire BioSphere in an all cash transaction at an aggregate valuation of $55 million to $60 million. The revised indication of interest was conditioned upon satisfactory due diligence, an agreement of exclusivity between the parties and other conditions. Thereafter, our board of directors terminated discussions with Company B.

        At a meeting in August 2009, our board of directors reviewed the status of the process undertaken since February 2009, noting that one company, Company C, had been undertaking due diligence but no third parties other than Company A and Company B had furnished any expression of interest in a transaction. It was our board of directors' consensus that management should continue discussions with Company C but otherwise should focus its time and resources on internal strategic initiatives under consideration. Through early December 2009, members of our management continued discussions with representatives of Company C until Company C reported that it had no further interest in exploring a transaction with BioSphere.

        On September 23, 2009, Mr. Richard J. Faleschini, our Chief Executive Officer, was contacted by a representative of Piper Jaffray, Merit's financial advisor, requesting a meeting to discuss a potential business combination.

        On September 28, 2009, we entered into a mutual confidentiality agreement with Merit. On October 8, 2009, Mr. Faleschini and Mr. Martin J. Joyce, our Chief Financial Officer, met with Mr. Fred Lampropoulos, the Chief Executive Officer of Merit, and Mr. Greg Fredde, the Vice President of Business Development and Governmental Affairs of Merit, and representatives of Piper Jaffray to discuss Merit's potential interest in a business combination and to review our business.

        On October 22, 2009, in a teleconference with Mr. Faleschini, a representative of Piper Jaffray presented Merit's oral indication of interest to acquire BioSphere at an aggregate valuation of $74.2 million to $95.4 million, based principally on publically available information.

        On November 6, 2009, the Advisory Committee held a meeting at which Mr. Faleschini reported on the oral indication of interest from Merit. The Advisory Committee concluded that the indicative offer was insufficient, but directed Mr. Faleschini to continue discussions with Merit to determine whether it would submit a revised indication of interest at a higher valuation range.

        On November 15, 2009, Mr. Faleschini sent correspondence to Piper Jaffray that BioSphere was interested in continuing discussions with Merit, but that the preliminary valuation offered by Merit was insufficient.

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        In December 2009, Mr. Southwell inquired of the Chief Executive Officer of Company A whether Company A had an interest in presenting an indication of interest to acquire BioSphere solely for cash. Later that month, Mr. Southwell received an oral indication of interest from Company A for a cash transaction at an aggregate valuation of $101.2 million. From December 2009 through April 2010, management and directors of BioSphere, as well as representatives of J.P. Morgan, BioSphere's financial advisor, following the engagement of J.P. Morgan in March 2010, engaged in discussions and correspondence with third parties, other than Merit, regarding a potential transaction with BioSphere. Four of such entities submitted oral or written expressions of interest, as noted below.

        At a December 15, 2009 board meeting, Mr. Faleschini reported on the indication of interest received from Merit and his subsequent correspondence to Merit regarding valuation.

        Between December 15 and December 23, 2009, Mr. Faleschini and Mr. Southwell, on behalf of BioSphere, and Mr. Lampropoulos and representatives of Piper Jaffray, on behalf of Merit, had a series of conversations with respect to valuation. During these discussions, Mr. Faleschini presented additional information about BioSphere's business, prospects and strategies.

        On December 23, 2009, Merit submitted a written indication of interest to acquire BioSphere in an all cash, or cash and stock, transaction at an aggregate valuation of $95.4 million to $106 million. The indication of interest was conditioned upon completion of due diligence, an agreement of exclusivity between the parties and other conditions.

        On December 29, 2009, our Advisory Committee met by teleconference during which Mr. Southwell reported on his recent discussions with third parties regarding a potential transaction, and Merit's indication of interest. After discussion, our Advisory Committee concluded that, while no determination had been made to pursue a transaction, Mr. Southwell should continue to explore and discuss the indications of interest from third parties, including Merit, and that it would recommend to our board of directors that BioSphere not enter into exclusive negotiations with Merit until it had an opportunity to further explore discussions with other third parties.

        On January 7, 2010, a third party, whom we refer to as Company D, submitted an indication of interest to acquire BioSphere in a cash, or cash and stock, transaction at an aggregate valuation of $82.2 million to $93.2 million, subject to due diligence, an agreement of exclusivity between the parties and other conditions.

        On January 8, 2010, our Advisory Committee held a meeting at which Mr. Southwell provided an update on his ongoing discussions with Merit and Companies A and D, including each party's most recent indication of interest. After discussion, our Advisory Committee agreed that Merit, Companies A and D, and other interested parties should be granted access to our electronic data room to conduct further due diligence, subject to execution of acceptable confidentiality agreements.

        On January 8, 2010, we entered into a revised confidentiality agreement with each of Merit and Company A and thereafter provided to each access to our electronic data room that contained a significant amount of confidential data on BioSphere, including a financial model of revenues that BioSphere might possibly be able to achieve if it were part of a larger, well-capitalized organization with a significant sales force.

        On January 16, 2010, a representative of Company D informed Mr. Southwell that it had elected to withdraw its indication of interest and would not pursue further discussions regarding a potential business combination.

        On February 3, 2010, Messrs. Faleschini and Joyce and Melodie R. Domurad, Vice President of Regulatory, Medical Affairs, and Quality Systems of BioSphere, met with Mr. Lampropoulos and several other senior managers of Merit in connection with Merit's due diligence process.

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        On February 19, 2010, Merit submitted a revised written indication of interest based upon further diligence, at an aggregate valuation of $95.4 million. The revised indication of interest was conditioned upon satisfactory due diligence, an agreement of exclusivity between the parties and other conditions.

        At a February 24, 2010 board meeting, Mr. Southwell reviewed the status of discussions with third parties regarding a business combination, including the steps taken by the Company to identify other potentially interested parties. He noted that Merit and Company A had executed confidentiality agreements and had conducted diligence, and that Merit, Company A and Company D provided initial or revised indications of interest. He reported that Company D subsequently determined not to pursue further discussions with BioSphere. He also noted that three additional third parties had expressed an interest in making bids, one of which had executed a confidentiality agreement but had indicated a transaction timetable of several months. Our board of directors discussed the indications of interest it had received, the market capitalization, capital resources and potential synergistic attributes of each proponent, as well as key transaction risks perceived with respect to each indication of interest and proponent. Our board of directors also considered and reviewed BioSphere's historical and planned revenue growth, prospects for future value creation as an independent entity, historical stock performance and market capitalization, management and shareholder base. Our board of directors authorized the Advisory Committee to engage an investment banker to assist in the solicitation of revised or additional indications of interest and the consideration of strategic alternatives.

        On February 26, 2010, Mr. Southwell spoke with representatives of Piper Jaffray and the four other third parties with whom discussions were ongoing, and advised them that BioSphere was retaining an investment banker and would establish a process through which each party would be requested to submit a revised indication of interest. Mr. Lampropoulos subsequently contacted Mr. Southwell to say that Merit intended to withdraw from the process unless we agreed to exclusivity and to a $95.4 million aggregate valuation.

        On March 6, 2010, BioSphere retained J.P. Morgan as its financial advisor, and executed an engagement letter on March 16, 2010.

        Between March 9 and March 10, 2010, J.P. Morgan contacted the four third parties (other than Merit) with whom discussions were ongoing, as well as four other entities that in conjunction with Mr. Southwell it had identified as the most likely to be potentially interested in a transaction with BioSphere. None of such other entities expressed an interest in a transaction. On March 11, 2010, J.P. Morgan distributed bid letters to each of the four other third parties with whom discussions were ongoing that provided additional information about the process for submitting written proposals and on March 20, 2010, J.P. Morgan distributed to each a form of proposed merger agreement.

        On March 17, 2010, the Chief Executive Officer of Company A sent correspondence to J.P. Morgan confirming its non-binding indication of interest for a cash acquisition of BioSphere at an aggregate valuation of $101.2 million.

        On March 23, 2010, a representative of Piper Jaffray contacted Mr. Southwell to reiterate Merit's interest in a business combination with BioSphere. Mr. Southwell reported the contact to J.P. Morgan. Thereafter, a representative of J.P. Morgan contacted a representative of Piper Jaffray to confirm Merit's interest in a business combination with BioSphere. On March 26, 2010, J.P. Morgan distributed to Piper Jaffray the form of proposed merger agreement.

        On March 29, 2010, J.P. Morgan received an indication of interest from one of the third parties, whom we refer to as Company E, at an aggregate valuation of $92 million. Company E advised J.P. Morgan that the indication of interest was subject to extensive due diligence which it expected would take two months.

        On March 31, 2010, our Advisory Committee held a meeting at which representatives of J.P. Morgan and WilmerHale were also in attendance. The representatives of J.P. Morgan reviewed the

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process undertaken to date with respect to the solicitation and evaluation of expressions of interest for a business combination, and reported on the status of discussions with each party. Mr. Joyce reviewed the expected financial results for the current quarter then ending. Mr. Joyce also noted that management was in the process of preparing financial forecasts for BioSphere that extended beyond the current annual operating plan and reflected recent financial results. There followed a discussion of the assumptions being formulated for the financial forecasts, as well as the assumptions underlying a financial model in the Company's electronic data room of what revenues might possibly be achieved if BioSphere were part of a larger, well-capitalized organization with a significant sales force. Mr. Joyce was directed to continue work on preparing stand-alone financial projections for future consideration by our Advisory Committee and our board of directors.

        On April 7, 2010, our board of directors held a meeting at which representatives of J.P. Morgan and WilmerHale were also in attendance. Mr. Joyce reported on financial results for the quarter ended March 31, 2010 and on the preparation of financial forecasts. Our board of directors discussed the assumptions being considered for the preparation of such forecasts. Our board of directors concluded that the assumptions underlying the financial model in the electronic data room were not appropriate for us operating as a stand-alone entity and that Mr. Joyce should continue work on stand-alone financial projections for future consideration by our board of directors. The representatives of J.P. Morgan reviewed the process undertaken to date with respect to the solicitation and evaluation of expressions of interest for a business combination, and reported on the status of discussions with each party. Our board of directors then discussed the expressions of interest received to date and the prospects for BioSphere continuing to conduct its operations on a stand-alone basis.

        On April 14, 2010, Messrs. Faleschini and Joyce, Ms. Domurad, Mr. Lampropoulos, and several other members of Merit's management team and representatives of J.P. Morgan and Piper Jaffray met to engage in further due diligence and discussion of a potential transaction between Merit and BioSphere. During the meeting, we provided Merit with information regarding our financial results for the first quarter and indicated that we had received expressions of interest at higher valuations than the $95.4 million proposed by Merit.

        On April 16, 2010, a representative of Piper Jaffray contacted a representative of J.P. Morgan and stated that Merit was increasing its indicative offer from $95.4 million to $100 million, subject to entering into an exclusivity agreement. The representative of J.P. Morgan responded that the revised offer was still below the valuation levels proposed by another party.

        On April 17, 2010, our board of directors held a meeting at which representatives of J.P. Morgan and WilmerHale were in attendance. A representative of J.P. Morgan reported on the most recent expression of interest from Merit, noting that the proposal was conditioned upon BioSphere agreeing to negotiate exclusively with Merit for a period of approximately three weeks, and that Merit had obtained draft commitment letters from multiple banks to obtain the financing required to fund the proposed transaction. Our board of directors also considered Company A's indicative offer. Our board of directors considered risks relating to consummating a cash transaction with Company A in light of its existing leverage and limited debt capacity, which would require it to obtain stockholder support for an equity financing to fund the purchase price. Our board of directors also discussed regulatory reviews that could adversely affect the timing of the transaction, as well as Company A's need to conduct further due diligence, including review of our financial results for the recently completed, but not yet publicly disclosed, quarter. It was the consensus of our board of directors that J.P. Morgan should engage in further discussions with Merit in an effort to further increase Merit's indicative offer. Our board of directors also concluded that if Merit submitted a revised indicative offer at a valuation level that was equal to or greater than that proposed by Company A, we should enter into an exclusivity agreement with Merit.

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        Between April 17 and April 20, 2010, representatives of J.P. Morgan and Piper Jaffray discussed a higher indicative valuation. On April 20, 2010, we executed a letter with Merit pursuant to which Merit made a non-binding offer for a cash merger with an aggregate valuation of $101.5 million, subject to confirmatory due diligence and other customary conditions, and we agreed to engage in exclusive discussions with Merit for a period of three weeks.

        On April 28, 2010, WilmerHale received Merit's first set of comments on the merger agreement. Between April 28 and May 13, 2010, representatives of WilmerHale and J.P. Morgan, Merit's outside counsel, Parr Brown Gee & Loveless, and Piper Jaffray engaged in numerous conferences to review and discuss the terms of the proposed transaction, including the merger agreement.

        On May 2, 2010, our board of directors held a telephonic meeting at which representatives of J.P. Morgan and WilmerHale were in attendance. Our board of directors reviewed and discussed financial forecasts presented by Mr. Joyce, including the underlying assumptions, and approved the forecasts as representing the best available current estimate of BioSphere's long range performance. Our board of directors also discussed exercising its right to redeem the outstanding series A preferred stock in advance of the potential business combination with Merit. A representative of WilmerHale reviewed for the directors the current status of negotiations relating to the merger agreement.

        Following the May 2, 2010 board meeting, representatives of J.P. Morgan provided Merit information with respect to our financial results for the month of April 2010. Representatives of J.P. Morgan and WilmerHale also informed representatives of Piper Jaffray and Parr Brown that our board of directors was planning to redeem the series A preferred stock as part of the proposed transaction.

        On May 5, 2010, a representative of Piper Jaffray contacted a representative of J.P. Morgan to inform them that Merit had determined to reduce its offer to an aggregate of $91.6 million based upon its continued diligence, including our recent financial results.

        On May 5, 2010, our board of directors held a meeting at which representatives of J.P. Morgan and WilmerHale were in attendance. Our board of directors discussed BioSphere's negotiations with Merit, including a review of key business and legal issues still under discussion with Merit since the May 2, 2010 meeting of our board of directors. Our board of directors considered the current valuation presented by Merit and the alternative proposal submitted by Company A, including a discussion of the valuations reflected in each offer and the potential risks to consummating a transaction with Company A at the most recently indicated value of $101.2 million, including regulatory and financing considerations, as well as the fact that Company A had not yet received information regarding our most recent financial results. Representatives from WilmerHale reviewed the current terms and conditions of the proposed merger agreement with Merit, and also reviewed and discussed the fiduciary duties of our directors. Our board of directors reviewed BioSphere's strategic alternatives, including continued operations on a stand-alone basis. Our board of directors directed J.P. Morgan to advise Merit that we were not prepared to agree to a reduced valuation in the proposed business combination, which J.P. Morgan did later that day.

        On May 6, 2010, we received an unsolicited indication of interest from a third party to acquire BioSphere's business in a cash transaction at an aggregate valuation of approximately $91.3 million. In accordance with the terms of our exclusivity agreement, we advised Merit that we had received an indication of interest from an unidentified third party.

        On May 6, 2010, our board of directors held a meeting at which representatives of J.P. Morgan and WilmerHale were in attendance. A representative of J.P. Morgan reported on their contact with representatives of Piper Jaffray in which they communicated our unwillingness to accept a reduced valuation. Our board of directors further discussed its alternatives, including the indicative offer to acquire BioSphere previously received from Company A. At our board of directors' request, a

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representative of WilmerHale summarized regulatory reviews that would be applicable to any business combination with Company A, and potential risks in obtaining such approvals. A representative of J.P. Morgan reviewed the means by which Company A had indicated it would seek to issue additional equity capital to finance a potential transaction with BioSphere, and the potential risks to such financing. Our board of directors determined to continue negotiations with Merit regarding a sale, and to continue to push for a higher valuation.

        On May 7, 2010, Mr. Lampropoulos, Mr. Southwell and representatives of Piper Jaffray and J.P. Morgan met by telephone to discuss Merit's indicative offer. Mr. Lampropoulos reiterated Merit's offer to acquire the fully diluted common stock of BioSphere in a cash merger for an aggregate valuation of $91.6 million, but did indicate Merit would agree to include a "go-shop" provision to allow us to solicit other proposals for a period of 30 days. Mr. Southwell advised Mr. Lampropoulos of the view of our board of directors that this offer undervalued BioSphere and asked Merit to revise its offer.

        On May 11, 2010, Mr. Southwell and Mr. Lampropoulos spoke by telephone regarding Merit's offer. After discussion, Mr. Lampropoulos offered to increase the aggregate valuation from $91.6 million to $96 million, representing a per share common price of $4.38, assuming the conversion of all shares of series A preferred stock into common stock.

        On May 12, 2010, our board of directors held a meeting at which representatives of J.P. Morgan and WilmerHale were in attendance. Mr. Southwell and representatives of J.P. Morgan and WilmerHale provided updates on discussions with Merit, including the increased valuation proposed by Merit and that the terms of the merger agreement were substantially complete. A representative of J.P. Morgan presented J.P. Morgan's preliminary financial analysis based upon aggregate cash consideration of $96 million. Our board of directors agreed to extend the exclusivity period with Merit to 11:59 p.m. on Sunday, May 16, 2010.

        On May 13, 2010, a meeting of our board of directors was held to evaluate the proposed transaction with Merit. At the meeting, representatives of J.P. Morgan presented to our board of directors the financial analysis described below under "Opinion of BioSphere's Financial Advisor." Following their presentation, representatives of J.P. Morgan rendered its oral opinion, subsequently confirmed in writing, to our board of directors that, as of such date and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the consideration to be paid to the holders of our common stock in the merger was fair, from a financial point of view, to such stockholders. Also at this meeting, representatives of WilmerHale reviewed with our board of directors its fiduciary duties in the context of the proposed transaction. Representatives of WilmerHale then reviewed with our board of directors the terms of the merger agreement and a proposed voting agreement with Cerberus Partners, one of the holders of our series A preferred stock, definitive forms of which had previously been provided to each director.

        Our board of directors engaged in additional deliberations concerning the proposed merger and after considering these deliberations, the proposed terms of the merger agreement and the factors described under "—Reasons for the Merger and Recommendation of BioSphere's Board of Directors," our board of directors unanimously adopted resolutions declaring the merger agreement and all the transactions contemplated thereby to be advisable, determined that the merger agreement and all of the transactions contemplated thereby are fair to, and in the best interests of, BioSphere and its stockholders, and recommended that our stockholders adopt the merger agreement and approve the transactions contemplated by the merger agreement.

        Thereafter, the merger agreement was executed by BioSphere, Merit and Merit BioAcquisition Co., and each of BioSphere and Merit issued a press release announcing the execution of the merger agreement.

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Reasons for the Merger and Recommendation of Our Board of Directors

        At a special meeting of our board of directors on May 13, 2010, our board of directors unanimously determined that the merger agreement and the merger are advisable and in the best interests of BioSphere and its stockholders. Our board of directors unanimously approved the merger agreement. Our board of directors unanimously recommends that you vote "FOR" the adoption of the merger agreement and "FOR" the proposal to adjourn the special meeting, if necessary, to solicit additional proxies .

        In the course of reaching its decision to approve the merger agreement and to recommend that our stockholders vote to adopt the merger agreement, our board of directors consulted with our senior management and financial advisor. Our board of directors also consulted with outside legal counsel regarding its fiduciary duties and the terms of the merger agreement and related agreements. The following discussion includes all the material reasons and factors considered by our board of directors in making its recommendation, but is not, and is not intended to be, exhaustive:

        Merger Consideration.     Our board of directors considered the following with respect to the merger consideration to be received by the BioSphere stockholders:

•

that stockholders will be entitled to receive merger consideration of $4.38 per share in cash (assuming the prior conversion of all outstanding shares of our series A preferred stock) upon the closing of the merger, providing liquidity and certainty of value as compared to the uncertain future long-term value to stockholders that might be realized if we remained independent;



•

our board of directors' belief that the merger was more favorable to our stockholders than any other alternative reasonably available to us and our stockholders, including the alternative of remaining a stand-alone, independent company, and, in light of the amount of consideration offered relative to the other proposals and expressions of interest and the risks and uncertainties associated with being able to enter into and consummate the Merit transaction as compared to the risks and uncertainties associated with the other proposals and expressions of interest, represented the best reasonably available value of any of the proposals and expressions of interest submitted by third parties in BioSphere's solicitation process;



•

the fact that the $4.38 per share value of the cash merger consideration represents a 61% and 59% premium, respectively, over the volume weighted average price of our common stock on The NASDAQ Global Market over the one week and one month periods ending on May 12, 2010 (the last trading day prior to our board of directors' approval of the merger agreement), a 54% premium over the closing price of our common stock on The NASDAQ Global Market on May 12, 2010 (the last trading day prior to our board of directors' approval of the merger agreement), and a 9% premium over the 52-week high for our common stock; and



•

the then-current financial market conditions and the recent and historical market prices of our common stock, including the market price performance of our common stock relative to those of other industry participants over the past two years. See "Market Prices and Dividend Data" beginning on page 72 for information about our common stock prices since January 1, 2009.

        Prospects in Remaining Independent.     Our board of directors considered the possibility of continuing to operate BioSphere as an independent public company, including the perceived risks and uncertainties of remaining an independent public company. In considering the alternative of pursuing growth as an independent company, our board of directors considered the following factors:

•

the need to seek equity financing to supplement our existing cash reserves, as reflected in the financial forecasts prepared by our management, provided to Merit and summarized below under "The Merger—Financial Forecasts," and the uncertainty as to our ability to raise such

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amounts or the dilutive effect raising such amounts would have on existing holders of our capital stock;

•

increased competition, especially from competitors with greater name recognition, more resources, financial and otherwise, and broader product offerings than BioSphere;



•

the lack of operating leverage in our business given the limited products and the relatively high fixed costs of maintaining the specialized marketing efforts necessary to promote the use of such products;



•

the difficulty for us, as an independent company with limited resources and a limited sales force, to grow our sales of EmboSphere Microspheres for uterine fibroid embolization or to expand into regions both within and outside the United States and markets where we have little or no presence;



•

the need to conduct clinical trials and submit a marketing application that includes positive data from clinical trials in order to obtain the approvals and clearances required to promote our QuadraSphere Microspheres for the treatment of liver cancer in the United States, including risks and uncertainties associated with: gaining FDA approval of our October 2009 investigational device exemption application seeking to commence a clinical trial to compare the effectiveness of our QuadraSphere Microspheres combined with the chemotherapeutic agent doxorubicin against conventional transarterial chemoembolization with doxorubicin in patients with primary liver cancer; the potentially substantial cost associated with the protocol requirements for such trial; the risk that the results of such trial would not be sufficient to obtain FDA marketing clearance; and the potential impact on our future financial performance if these costs were incurred and the risks were in fact realized; and



•

the possibility that it could take a considerable period of time, if ever, before the trading price of our shares would reach and sustain at least the merger consideration of $4.38 per share, as adjusted for present value.

        Opinion of J.P. Morgan.     Our board of directors considered the opinion of J.P. Morgan to our board of directors that, as of May 13, 2010 and based upon and subject to the factors, procedures, assumptions and qualifications set forth in such opinion, the consideration to be paid to the holders of our common stock in the merger was fair, from a financial point of view, to such stockholders, as well as the financial analysis presented by representatives of J.P. Morgan in connection with such opinion, as more fully described in the section entitled "The Merger—Opinion of Our Financial Advisor" beginning on page 28.

        Financial Forecasts.     Our board of directors considered the financial forecasts prepared by our management and summarized below under "The Merger—Financial Forecasts." The financial forecasts were also provided to J.P. Morgan for purposes of the opinion described in the preceding paragraph. The financial forecasts were provided to Merit during their due diligence investigation. See "The Merger—Financial Forecasts" beginning on page 33.

        Terms of the Merger Agreement.     Our board of directors considered the terms and conditions of the merger agreement and the course of negotiations thereof, including:

•

the conditions to Merit's obligation to complete the merger, including the absence of a financing condition or action by Merit's stockholders, the limited ability of Merit to terminate the merger agreement under specified circumstances, and our ability to seek specific performance of Merit's obligation to complete the merger;

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•

our ability to solicit other acquisition proposals for a period of 30 days after the signing of the merger agreement, and to furnish information to (subject only to execution of a confidentiality agreement) and conduct negotiations with a third party during such 30-day period;



•

the ability of our board of directors, following the initial 30 days after signing the merger agreement, under certain circumstances, to furnish information to and conduct negotiations with a third party, if our board of directors determines in good faith (after consultation with our financial advisor and our outside legal counsel) that the third party has made an acquisition proposal that either constitutes or would reasonably be expected to lead to a superior offer;



•

the ability of our board of directors, under certain circumstances, to change its recommendation that our stockholders adopt the merger agreement if our board of directors determines in good faith (after consultation with its outside counsel) that the failure to change its recommendation would be inconsistent with its fiduciary obligations to our stockholders;



•

our ability to terminate the merger agreement in order to accept a superior offer, subject to certain conditions and payment to Merit of a termination fee of $3.84 million, representing 4.0% of the maximum equity value of the proposed transaction at the time of the execution of the merger agreement, which fee would be reduced to $1.92 million, or 2.0% of such maximum equity value, if the acquisition proposal leading to such superior offer was received during the initial 30 days after signing the merger agreement;



•

the fact that Merit had obtained committed debt financing for the transaction and our ability to terminate the merger agreement and obtain a termination fee of $10.0 million if Merit fails to complete the merger and asserts the lack of debt financing in the marketplace as the reason for such failure;



•

the structure of the transaction as a merger, requiring approval by our stockholders, which would result in detailed public disclosure and a period of time prior to closing of the merger during which a solicited or unsolicited superior offer, if any, could be made; and



•

the fact that, upon termination of the merger agreement, the stockholder and voting agreement would terminate and therefore not impede the ability of our stockholders to vote in favor of a superior offer.

        Process Followed.     Our board of directors considered the process it followed, including the recent solicitation of interest from potential buyers, as well as prior solicitation efforts. Our board of directors also considered the course of discussions and negotiations between BioSphere and Merit, and our board of directors' belief based on these negotiations that this was the highest price per share that Merit was willing to pay and that these were the most favorable terms to BioSphere to which Merit was willing to agree;

        In the course of its deliberations, our board of directors also considered a variety of risks and factors weighing against the merger, including:

        Risks of Announcement and Closing.     Our board of directors considered:

•

the risks and contingencies related to the announcement and pendency of the merger, including the impact on our employees and our relationships with existing and prospective customers, suppliers and business partners, as well as other third parties;



•

the conditions to Merit's obligation to complete the merger and the right of Merit to terminate the merger agreement under specified circumstances;



•

the risks of a delay in receiving, or a failure to receive, the necessary antitrust approvals and clearances to complete the merger; and

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•

the risks and costs to BioSphere if the merger is not completed, including the diversion of management and employee attention, potential employee attrition, the potential impact on our stock price and the effect on our business relationships.

        Limitations on BioSphere's Business.     Our board of directors considered the potential limitations on our pursuit of business opportunities due to pre-closing covenants in the merger agreement whereby we agreed that we will carry on our business in the ordinary course of business consistent with past practice, and subject to specified exceptions, and will not take certain actions related to the conduct of its business without the prior written consent of Merit.

        Cash Transaction.     Our board of directors considered that the merger consideration is cash and as a result our stockholders will forego any potential future increase in our value that might result from our possible growth, and that income realized as a result of the merger generally will be taxable to our stockholders.

        Stockholder Vote.     Our board of directors considered the requirement that, unless the merger agreement is earlier terminated by BioSphere as a result of a receipt of a superior offer, the merger agreement obligates BioSphere to submit the merger agreement for adoption by our stockholders even if our board of directors withdraws its recommendation to adopt the merger agreement.

        Stockholder and Voting Agreements.     Our board of directors considered that Cerberus, owning shares that represent approximately 12% of our outstanding common stock (assuming conversion of all outstanding shares of our series A preferred stock into shares of our common stock) would be entering into a stockholder and voting agreement to vote in favor of adoption of the merger agreement.

        Termination Fee and Other Alternative Acquirers.     Our board of directors considered the possibility that the termination fees payable to Merit under the circumstances set forth in the merger agreement might discourage a competing proposal to acquire BioSphere or reduce the price of any such proposal.

        Our board of directors also considered the fact that BioSphere had previously received a proposal for a cash transaction from Company A at an aggregate valuation of $101.2 million, subject to additional risks, including the proponent's requirement to obtain support for transactions from its own stockholders and potential regulatory issues, and which was made on the basis of limited diligence, including a lack of knowledge of BioSphere's results for the first four months of 2010, which on balance caused our board of directors to view such proposal as less favorable than the proposed merger with Merit.

        Interests of Directors and Officers.     Our board of directors considered the interests that certain of our directors and executive officers may have with respect to the merger in addition to their interests as BioSphere stockholders generally, as described in "The Merger—Interests of Our Executive Officers and Directors in the Merger" on page 36.

        In light of the variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, our board of directors did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the various factors considered in reaching its determination, and individual directors may have given different weight to different factors. In addition, our board of directors did not reach any specific conclusion with respect to any of the factors or reasons considered. Instead, our board of directors conducted an overall analysis of the factors and reasons described above and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the merger agreement and accordingly recommends that BioSphere stockholders vote "FOR" the adoption of the merger agreement.

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Opinion of Our Financial Advisor

        Pursuant to an engagement letter dated March 16, 2010, we retained J.P. Morgan as our financial advisor in connection with the proposed merger.

        At the meeting of the our board of directors held on May 13, 2010, J.P. Morgan rendered its oral opinion, subsequently confirmed in writing, to our board of directors that, as of such date and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the consideration to be paid to the holders of our common stock in the merger was fair, from a financial point of view, to such stockholders. No limitations were imposed by our board of directors upon J.P. Morgan with respect to the investigations made or procedures followed by it in rendering its opinion.

        The full text of the written opinion of J.P. Morgan dated May 13, 2010, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in connection with its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. The summary of J.P. Morgan's opinion below is qualified in its entirety by reference to the full text of the opinion, and our stockholders are urged to read the opinion carefully and in its entirety. J.P. Morgan provided its opinion for the information of our board of directors in connection with and for the purpose of the evaluation of the merger, and such opinion does not constitute a recommendation to any stockholder of BioSphere as to how such stockholder should vote at the special meeting. J.P. Morgan's written opinion addresses only the merger, and does not address any other matter. The consideration to be paid to the holders of shares of our common stock in the merger was determined in negotiations between BioSphere and Merit, and the decision to approve and recommend the merger was made independently by our board of directors.

        In arriving at its opinion, J.P. Morgan, among other things:

•

reviewed drafts of the merger agreement and the stockholder and voting agreement;



•

reviewed certain publicly available business and financial information concerning BioSphere and the industries in which it operates;



•

compared the proposed financial terms of the merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;



•

compared the financial and operating performance of BioSphere with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of our common stock and certain publicly traded securities of such other companies;



•

reviewed certain internal financial analyses and forecasts prepared by our management relating to BioSphere's business, as described in "The Merger—Financial Forecasts" beginning on page 33 (including as to our need to raise additional equity capital in the future and the expected amount and cost of any such capital); and



•

performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

        J.P. Morgan also held discussions with certain members of our management with respect to certain aspects of the merger, and our past and current business operations, our financial condition and future prospects and operations, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

        In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by us or

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otherwise reviewed by or for J.P. Morgan, and J.P. Morgan has not independently verified (nor has J.P. Morgan assumed responsibility or liability for independently verifying) any such information or its accuracy or completeness. J.P. Morgan has not conducted or been provided with any valuation or appraisal of any assets or liabilities, nor has J.P. Morgan evaluated the solvency of BioSphere under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan has assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by our management as to the expected future results of operations and financial condition of BioSphere (including as to the additional equity capital needs of BioSphere) to which such analyses or forecasts relate. J.P. Morgan expresses no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan has assumed that, prior to the effective time of the merger, we will comply with our obligations under the merger agreement to call for the redemption of all outstanding shares of our series A preferred stock, and all outstanding shares of our series A preferred stock will convert into shares of our common stock in accordance with the terms of our certificate of incorporation. J.P. Morgan has also assumed that the merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement, and that the merger agreement does not differ in any material respects from the draft of the merger agreement J.P. Morgan reviewed. J.P. Morgan has also assumed that the representations and warranties made by BioSphere and Merit in the merger agreement are and will be true and correct in all respects material to J.P. Morgan's analysis. J.P. Morgan is not a legal, regulatory or tax expert and has relied on the assessments made by our advisors with respect to such issues. J.P. Morgan has further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on BioSphere or on the contemplated benefits of the merger.

        J.P. Morgan's opinion is based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of its opinion. It should be understood that subsequent developments may affect J.P. Morgan's opinion, and J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan's opinion is limited to the fairness, from a financial point of view, of the consideration to be paid to the holders of the shares of our common stock in the merger, and J.P. Morgan expresses no opinion as to the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of BioSphere or as to the underlying decision by BioSphere to engage in the merger. Furthermore, J.P. Morgan expresses no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the merger, or any class of such persons relative to the consideration to be paid to the holders of the shares of our common stock in the merger or with respect to the fairness of any such compensation.

        In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with providing its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand J.P. Morgan's financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan's financial analyses.

Selected Public Benchmarks Analysis

        Using publicly available information, J.P. Morgan compared selected financial data of BioSphere with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to BioSphere's business. These companies were selected, among other reasons,

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because they share similar business characteristics to BioSphere based on operational characteristics and financial metrics. However, none of the companies selected is identical or directly comparable to BioSphere. Accordingly, J.P. Morgan made judgments and assumptions concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading value of the selected companies. The selected publicly traded companies were:

•

Merit Medical Systems, Inc.



•

AngioDynamics, Inc.



•

Exactech, Inc.



•

Medical Action Industries Inc.



•

RTI Biologics, Inc.



•

Vascular Solutions, Inc.



•

CryoLife, Inc.



•

Osteotech, Inc.



•

AtriCure, Inc.



•

TranS1 Inc.

        For each selected company, J.P. Morgan calculated such company's firm value divided by its estimated revenue ("FV/ERevenue") for the fiscal year 2010 ("FY10") and for the fiscal year 2011 ("FY11"), which estimates were from Wall Street research analyst estimates. For purposes of this analysis, a company's firm value is calculated as the fully diluted common equity value of such company as of May 12, 2010 plus the value of such company's indebtedness and minority interests and preferred stock, minus such company's cash, cash equivalents and marketable securities.

        The following table represents the results of this analysis:

        Based on the results of this analysis and other factors that J.P. Morgan considered appropriate, J.P. Morgan applied a FV/ERevenue of 1.0x to 2.0x to the revenue estimated by our management for FY10 and 1.0x to 1.8x to the revenue estimated by our management for FY11. These resulted in implied equity values per share of our common stock of $2.24 to $3.68 and $2.49 to $3.83, respectively.

Selected Precedent Transaction Analysis

        Using publicly available information, J.P. Morgan examined the following selected transactions involving businesses which J.P. Morgan judged to be analogous to BioSphere's business. These transactions were selected, among other reasons, because the businesses involved in these transactions share similar business characteristics to BioSphere based on operational characteristics and financial metrics.

        For each of the selected transactions, J.P. Morgan calculated, to the extent information was publicly available, the target's firm value divided by the target's revenue for the twelve-month period immediately preceding the announcement of the respective transaction ("Firm Value/LTM Revenue Multiple") and the target's firm value divided by the target's estimated revenue for the twelve-month period immediately following the announcement of the respective transaction ("Firm Value/NTM Revenue Multiple"), which estimates were from Wall Street research analyst estimates.

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        The following table sets forth the selected transactions:

        The analysis of these transactions yielded a mean and median Firm Value/LTM Revenue Multiple of 1.9x and 1.8x, respectively, and a high and low Firm Value/LTM Revenue Multiple of 2.9x and 1.2x, respectively. The analysis of these transactions yielded a mean and median Firm Value/NTM Revenue Multiple of 1.9x and 1.9x, respectively, and a high and low Firm Value/LTM Revenue Multiple of 2.3x and 1.1x, respectively. Based on the results of this analysis and other factors that J.P. Morgan considered appropriate, J.P. Morgan applied a FirmValue/LTM Revenue Multiple of 1.25x to 2.50x to BioSphere's revenue for the twelve-month period immediately preceding March 31, 2010 and an Firm Value/NTM Revenue Multiple of 1.50x to 2.30x to the revenue estimated by our management for the twelve-month period immediately following March 31, 2010. These resulted in implied equity values per share of our common stock of $2.55 to $4.28 and $3.26 to $4.53, respectively.

Discounted Cash Flow Analysis

        J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share of our common stock. J.P. Morgan calculated the unlevered free cash flows that BioSphere is expected to generate during fiscal years 2010 through 2019 (both including and excluding the present value of current net operating losses of BioSphere) based upon financial projections prepared by our management, which includes $20 million in additional equity to be raised in 2011 at $2.75 per share. In arriving at the implied equity values per share of our common stock, J.P. Morgan calculated terminal values as of December 31, 2019 by applying, based upon J.P. Morgan's judgment and experience, a range of perpetual revenue growth rates from 2.0% to 3.0% and a range of discount rates from 14.0% to 16.0%. J.P. Morgan's judgment and experience on the discount rate was informed by the correlation of the stock prices of the companies identified in "Selected Public Benchmarks Analysis" to the broader U.S. equity market. In addition, J.P. Morgan compared the discount rate range and the perpetual revenue growth rate range to rates used in certain precedent transactions in the medical technology and biotechnology industries. The unlevered free cash flows from May 12, 2010 through December 31, 2019 and the terminal values were then discounted to present values using a range of discount rates from 14.0% to 16.0% and added together in order to

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derive the unlevered firm value for BioSphere. This discount range was based upon an analysis of the weighted-average cost of capital of BioSphere conducted by J.P. Morgan. In calculating the estimated fully diluted equity value per share, J.P. Morgan adjusted the unlevered firm value for BioSphere's excess cash and total debt as of May 12, 2010 and divided by the fully diluted shares outstanding of BioSphere. Based on the foregoing, this analysis indicated an implied equity value per share of our common stock of $2.80 to $3.40, excluding the present value of BioSphere's current net operating losses, and $3.40 to $4.07, including the present value of such net operating losses.

        The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the results of all its analyses as a whole and made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses.

        Analyses based on forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan's analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold. None of the selected companies or businesses reviewed as described in the above summary is identical to BioSphere, and none of the selected transactions reviewed was identical to the merger. However, the companies and businesses selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan's analysis, may be considered similar to those of BioSphere. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan's analysis, may be considered similar to those of the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to BioSphere and the transactions compared to the merger.

        The opinion of J.P. Morgan was one of the many factors taken into consideration by our board of directors in making its determination to approve the merger. The analyses of J.P. Morgan as summarized above should not be viewed as determinative of the opinion of our board of directors with respect to the value of BioSphere, or of whether our board of directors would have been willing to agree to different or other forms of consideration.

        As a part of its investment banking and financial advisory business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, and valuations for estate, corporate and other purposes. J.P. Morgan was selected to advise BioSphere with respect to the merger on the basis of such experience.

        For services rendered in connection with the merger, J.P. Morgan will receive from us a fee of $3.0 million, a majority of which will become payable only if the merger is consummated. In addition, we have agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain

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liabilities, including liabilities arising under the federal securities laws. The issuance of J.P. Morgan's opinion has been approved by a fairness opinion committee of J.P. Morgan Securities Inc.

        During the two years preceding the date of its opinion, J.P. Morgan and its affiliates have not had any other significant financial advisory or other significant commercial or investment banking relationships with BioSphere or Merit. In the ordinary course of business, J.P. Morgan and its affiliates may actively trade the debt and equity securities of BioSphere or Merit for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities.

Financial Forecasts

        During our consideration of strategic alternatives, as described in "The Merger—Background to the Merger" beginning on page 17 of this proxy statement, our management provided J.P. Morgan with financial forecasts of our operating performance for fiscal years 2010 through 2014 prepared by our management. Set forth below are the financial forecasts prepared by our management in May 2010, which we refer to as the Management Projections. In connection with Merit's due diligence review of us, we provided portions of the Management Projections to Merit.

        The Management Projections included the following material assumptions:

•

the sale of $20 million in equity in 2011 at a sale price of $2.75 per share to fund clinical development and trials;



•

that we will be able to obtain FDA approval of our October 2009 investigational device exemption, or IDE, to commence a clinical trial to compare the effectiveness of our QuadraSphere Microspheres combined with the chemotherapeutic agent doxorubicin against conventional transarterial chemoembolization, or cTACE, with doxorubicin in patients with primary liver cancer, that favorable results from such clinical trial would serve as the basis for obtaining the FDA and foreign regulatory clearances necessary to market and sell our QuadraSphere Microspheres in the U.S. and our HepaSphere Microspheres outside the U.S. for the treatment of liver cancer, and that we would achieve growth in sales for liver cancer over this period;



•

that we will be able to successfully submit an IDE to commence a clinical trial for the use of our Embosphere Microsphere product for the treatment of benign prostatic hypertrophy, or BPH, that favorable results from such clinical trial would serve as the basis for obtaining the FDA and foreign regulatory clearances necessary to market and sell our Embosphere Microspheres for the treatment of BPH commencing in 2013, and that we would achieve growth in sales of Embosphere Microspheres for BPH over the latter part of this period; and



•

that uterine fibroid embolozation (UFE) revenue will resume growth in the United States in conjunction with economic recovery and will accelerate in the Far East and Latin America.

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