**Exhibit 10.27**

** **

** **

**PHOTOGEN TECHNOLOGIES, INC.**

 

**and**

 

**BROADMARK CAPITAL, LLC**

** **

** **

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**WARRANT AGREEMENT**

 

**Dated as of November 12, 2002**

 

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WARRANTAGREEMENT dated as of November 12, 2002, between PHOTOGEN TECHNOLOGIES, INC. ,a Nevada corporation (the “Company”), and BROADMARK CAPITAL, LLC, a Washingtonlimited liability company (“Holder”).

 

WHEREAS, theCompany proposes to sell common stock purchase warrants, as hereinafterdescribed (the “Warrants”), to purchase up to an aggregate of 150,000 shares ofCommon Stock, par value $0.001 per share (the “Common Stock”), of the Company(the Common Stock issuable on exercise of the Warrants being referred to hereinas the “Warrant Shares”), each Warrant entitling the holder thereof to purchaseone Warrant Share.

 

NOW, THEREFORE,in consideration of the premises and pursuant to the Settlement Agreement andMutual Release dated as of September 23, 2002 and for other good and valuableconsideration, the adequacy and receipt of which is hereby acknowledged by theCompany, and the mutual agreements herein set forth, the parties hereto agreeas follows:

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Section1.  Warrant Certificates.  The certificates evidencing the Warrants(the “Warrant Certificates”) to be delivered pursuant to this Agreement shallbe substantially in the form set forth in Exhibit A attached hereto, with suchappropriate insertions, omissions, substitutions and other variations asrequired or permitted by this Agreement.

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Section2.  Execution of Warrant Certificates.  Warrant Certificates shall be signed onbehalf of the Company by its Chairman of the Board or its President or a VicePresident and by its Secretary or an Assistant Secretary.  Each such signature upon the WarrantCertificates may be in the form of a facsimile signature of the present or any futureChairman of the Board, President, Vice President, Secretary or AssistantSecretary and may be imprinted or otherwise reproduced on the WarrantCertificates and for that purpose the Company may adopt and use the facsimilesignature of any person who shall have been Chairman of the Board, President,Vice President, Secretary or Assistant Secretary, notwithstanding the fact thatat the time the Warrant Certificates shall be countersigned and delivered ordisposed of such person shall have ceased to hold such office.

 

Any WarrantCertificate may be signed on behalf of the Company by any person who, at theactual date of the execution of such Warrant Certificate, shall be a properofficer of the Company to sign such Warrant Certificate, although at the dateof the execution of this Warrant Agreement any such person was not suchofficer.

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Section 3. ** **Registration.  The Company shall number and register theWarrant Certificates in a register as they are issued by the Company.  The Company may deem and treat theregistered holder(s) of the Warrant Certificates as the absolute owner(s)thereof (notwithstanding any notation of ownership or other writing thereonmade by anyone), for all purposes, and the Company shall not be affected by anynotice to the contrary.

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Section 4.** **Registrationof Transfers and Exchanges.  TheCompany shall from time to time register the transfer of any outstandingWarrant Certificates upon the records to be maintained by it for that purpose,upon surrender thereof accompanied (if so required by it) by a writteninstrument or instruments of transfer duly executed by the registered holder orholders thereof or by the duly appointed legal representative thereof or by aduly authorized attorney.  Upon any suchregistration of transfer, a new Warrant Certificate shall be issued to thetransferee(s) and the surrendered Warrant Certificate shall be canceled by theCompany.  Canceled Warrant Certificatesshall thereafter be disposed of in a manner satisfactory to the Company.

 

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The Holder agreesthat each certificate representing Warrant Shares will bear the followinglegend:

 

“Thesecurities evidenced or constituted hereby have been acquired for investmentand have not been registered under the Securities Act of 1933, as amended.  Such securities may not be sold,transferred, pledged or hypothecated unless the registration provisions of saidAct have been complied with or unless the Company has received an opinion ofcounsel reasonably satisfactory to the Company that such registration is not required.”

 

WarrantCertificates may be exchanged at the option of the holder(s) thereof, whensurrendered to the Company at its office for another Warrant Certificate orother Warrant Certificates of like tenor and representing in the aggregate alike number of Warrants.  WarrantCertificates surrendered for exchange shall be canceled by the Company.

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# Section 5.Terms of Warrants, Exercise of Warrants.

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## (a)                                  Subject to the termsof this Agreement and the Warrant Certificates, the Warrant holder shall have theright, commencing at the opening of business on the respective dates set forthon the Warrant Certificates and until 5:00 p.m., Eastern time on November 12,2007 (the “Exercise Period”), to receive from the Company the number of fullypaid and nonassessable Warrant Shares which the Warrant holder may at the timebe entitled to receive on exercise of such Warrants and payment of the ExercisePrice then in effect for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., Eastern time, on November12, 2007 shall become void and all rights thereunder and all rights in respectthereof under this agreement shall cease as of such time.  No adjustments as to dividends payable incash will be made upon exercise of the Warrants.

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## (b)                                 A Warrant may be exercisedupon surrender to the Company at its principal office of the WarrantCertificate evidencing the Warrants to be exercised with the form of electionto purchase, which is attached hereto as Exhibit B, duly filled in and signed,and upon payment to the Company of the exercise price (the “Exercise Price”) asadjusted as herein provided, for the number of Warrant Shares in respect ofwhich such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash, or bycertified or official bank check payable to the order of the Company or inaccordance with Section 6.

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## (c)                                  Upon such surrenderof Warrants and payment of the Exercise Price the Company shall issue and causeto be delivered with all reasonable dispatch to or upon the written order ofthe Warrant holder in the name of the holder, a certificate or certificates forthe number of full Warrant Shares issuable upon the exercise of such Warrantstogether with cash as provided in Section 12; provided, however,that if any consolidation, merger or lease or sale of assets is proposed to beeffected by the Company as described in subsection (k) of Section 13 hereof, ora tender offer or an exchange offer for shares of Common Stock of the Companyshall be made, upon such surrender of Warrants and payment of the ExercisePrice as aforesaid, the Company shall, as soon as possible, but in any eventnot later than two business days thereafter, issue and cause to be deliveredthe full number of Warrant Shares issuable upon the exercise of such Warrantsin the manner described in this sentence together with cash as provided inSection 14.  Such certificate orcertificates shall be deemed to have been issued to the holder of record ofsuch Warrant Shares as of the date of the surrender of such Warrants andpayment of the Exercise Price.

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## (d)                                 The Warrants shall beexercisable, at the election of the holders thereof, either in full or fromtime to time in part and, in the event that a certificate evidencing Warrantsis exercised in respect of fewer than all of the Warrant Shares issuable onsuch exercise at any time prior to the date of expiration

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## of the Warrants, a new certificate evidencingthe remaining Warrant or Warrants will be issued pursuant to the provisions ofthis Section 5.

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## (e)                                  All WarrantCertificates surrendered upon exercise of Warrants shall be canceled by theCompany.  Such canceled WarrantCertificates shall then be disposed of by the Company.

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# Section 6.  Exercise by Surrender of Warrant.  In addition to the methods of payment setforth in Section 5 and in lieu of any cash payment required thereunder, theWarrant holder(s) shall have the right at any time and from time to time toexercise the Warrants in full or in part by surrendering the WarrantCertificates in the manner specified in Section 5 in exchange for the number ofWarrant Shares equal to the product of (x) the number of Warrant Shares as towhich the Warrants are being exercised, multiplied by (y) a fraction, thenumerator of which is the**“**currentmarket price”, as defined in Section 13(d), minus the Exercise Price of theWarrant Shares and the denominator of which is the current market price pershare.

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# Section 7.  Payment of Taxes.  The Company shall not be required to pay anytax or taxes which may be payable in respect of any transfer involved in theissue of any Warrant Certificates or any certificates for Warrant Shares in aname other than that of the registered holder of a Warrant Certificatesurrendered upon the exercise of a Warrant, and the Company shall not berequired to issue or deliver such Warrant Certificates unless or until theperson or persons requesting the issuance thereof shall have paid to theCompany the amount of such tax or shall have established to the satisfaction ofthe Company that such tax has been paid.

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# Section 8.  Mutilated or Missing Warrant Certificates.  In case any of the Warrant Certificatesshall be mutilated, lost, stolen or destroyed, the Company may, in itsdiscretion, issue in exchange and substitution for and upon cancellation of themutilated Warrant Certificate, or in lieu of and substitution for the WarrantCertificate lost, stolen or destroyed, a new Warrant Certificate of like tenorand representing an equivalent number of Warrants, but only upon receipt ofevidence satisfactory to the Company of such loss, theft or destruction of suchWarrant Certificate and indemnity, if requested, also satisfactory to theCompany.  Holders requesting suchsubstitute Warrant Certificates shall also comply with such other reasonableregulations and pay such other reasonable charges as the Company may determine.

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# Section 9.  Reservation of Warrant Shares.  The Company will at all times reserve andkeep available, out of the aggregate of its authorized but unissued CommonStock or its authorized and issued Common Stock held in its treasury, for thepurpose of enabling it to satisfy any obligation to issue Warrant Shares uponexercise of Warrants, the maximum number of shares of Common Stock which maythen be deliverable upon the exercise of all outstanding Warrants.

 

The Companyor, if appointed, the transfer agent for the Common Stock (the “TransferAgent”) and every subsequent transfer agent for any shares of the Company’scapital stock issuable upon the exercise of any of the rights of purchaseaforesaid will be irrevocably authorized and directed at all times to reservesuch number of authorized shares as shall be required for such purpose.

 

Before takingany action which would cause an adjustment pursuant to Section 13 hereof toreduce the Exercise Price below the then par value (if any) of the WarrantShares, the Company will take any corporate action which may, in the opinion ofits counsel (which may be counsel employed by the Company), be necessary inorder that the Company may validly and legally issue fully paid andnonassessable Warrant Shares at the Exercise Price, as so adjusted.

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# Section 10.  Obtaining Stock Exchange Listings.  The Company will from time to time take allaction which may be necessary so that the Warrant Shares, immediately upontheir issuance upon the exercise of Warrants, will be listed on the principalsecurities exchanges and markets within the United States of America, if any,on which other shares of Common Stock are then listed.

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# Section 11.  Registration Rights.

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## (a)                                  Termination.  All Demand and Piggyback Registration rightsshall expire and be of no force or effect as to Warrant Shares that are eligiblefor sale under Rule 144 promulgated under the Securities Act of 1933, asamended (the “Act”).

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## (b)                                 PiggybackRegistration.

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#### (i)                                     If the Companyproposes to register any of its securities under the Act (other than inconnection with a merger or pursuant to Form S-8) it will give written noticeby registered mail, at least five (5) days prior to the filing of each suchregistration statement, to Warrant holder(s) and/or the holders of Warrant Shares of its intention to doso.  If Warrant holders and/or holdersof Warrant Shares notify the Company within three (3) days after receipt of anysuch notice of its or their desire to include any such securities in suchproposed registration statement, the Company shall afford such holders theopportunity to have any such Warrant Shares as are not saleable under Rule 144of the Act registered under such registration statement (sometimes referred toherein as the “Piggyback Registration”). The holders of the Warrant Shares will collectively be entitled toparticipate in one Piggyback Registration.

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#### (ii)                                  Notwithstanding theprovisions of this section (b), the Company shall have the right at any timeafter it shall have given written notice pursuant to this section (b)(irrespective of whether a written request for inclusion of any such securitiesshall have been made) to elect not to file any such proposed registrationstatement, or to withdraw the same after the filing but prior to the effectivedate thereof without liability to any holder.

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#### (iii)                               Notwithstanding anythingto the contrary contained herein, if the Company shall not have filed aregistration statement for the Warrant Shares pursuant to Section 12 hereof ordesires to exclude the Warrant Shares from such registration, the Company shallhave the option but not the obligation, upon the written consent and notice ofelection of a majority of the holders of the Warrants and/or Warrant Shares, torepurchase (A) any and all Warrant Shares at the higher of the current marketprice per share of Common Stock on (x) the date of the notice sent pursuant toSection 11(b)(i) or (y) the expiration of the period specified in Section12(a)and (B) any and all Warrants at such current market price less theExercise Price of such Warrant.  Suchrepurchase shall be in immediately available funds and shall close within two(2) days after the later of (A) the expiration of the period specified inSection 12(a) or (B) the delivery of the written notice of election specifiedin this Section 11(b)(iii).

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## (c)                                  Demand Registration.

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#### (i)                                     In the event that(A) the Company receives from the holders of a majority of the Warrants and Warrant Shares a written request that theCompany file a registration statement on Form S-3 (or any successor form to FormS-3), or any similar short-form registration statement, for a public offeringof Warrant Shares (a “Demand Registration”), the reasonably anticipatedaggregate price to the public of which, net of underwriting discounts andcommissions, would be at least $1,500,000 and (B) the Company is a registranteligible to use Form S-3 to register the Warrant Shares for such an offering,within 10 days after receipt of any such request, the Company will give writtennotice of such requested registration to all other holders of Warrant Shares.  The Company shall include such otherholders’ Warrant Shares in such offering if they have responded affirmativelywithin****10****days after thereceipt of

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#### the Company’s notice.  The holders of the Warrant Shares will collectivelybe entitled to request one Demand Registration hereunder.  A registration will not count as a permittedDemand Registration until it has become effective (unless such DemandRegistration has not become effective due solely to the fault of the holdersrequesting such registration, including a request by such holders that suchregistration be withdrawn).

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#### (ii)                                  The Company maypostpone the filing or the effectiveness of a registration statement for aDemand Registration if the Company determines in good faith that such DemandRegistration would reasonably be expected to have a material adverse effect onany proposal or plan by the Company to engage in any financing, acquisition ordisposition of assets (other than in the ordinary course of business) or anymerger, consolidation, tender offer or similar transaction or would requiredisclosure of any information that the board of directors of the Companydetermines in good faith the disclosure of which would be detrimental to theCompany; provided, however, that in such event, the holders initiallyrequesting such Demand Registration will be entitled to withdraw such requestand, if such request is withdrawn, such Demand Registration will not count as apermitted Demand Registration hereunder and the Company will pay anyRegistration Expenses in connection with such withdrawn registration.

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# Section 12.  Covenants of the Company with Respect toRegistration.  In connection withany registration under Section 11 hereof, the Company covenants and agrees as follows:

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## (a)                                  The Company shall useall reasonable best efforts to have any registration statements declaredeffective at the earliest possible time, and shall furnish each holder desiringto sell Warrant Shares eligible for Piggyback or Demand Registration suchnumber of prospectuses as shall reasonably be requested.

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## (b)                                 The Company shall payall costs (excluding fees and expenses of holder(s)’ counsel and anyunderwriting or selling commissions), fees and expenses in connection with allregistration statements filed pursuant to Section 11 hereof including, withoutlimitation, the Company’s legal and accounting fees, printing expenses, bluesky fees and expenses.

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## (c)                                  The Company will takeall necessary action that may be required in qualifying or registering theWarrant Shares included in a registration statement for offering and sale underthe securities or blue sky laws of such states as reasonably are requested bythe holder(s), provided that the Company shall not be obligated to execute orfile any general consent to service of process or to qualify as a foreigncorporation to do business under the laws of any such jurisdiction.

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## (d)                                 Notwithstanding anyother provision of this Agreement to the contrary, the Company shall indemnifyand hold harmless the holders of the Warrant Shares to be sold pursuant to anyregistration statement, each person, if any, who controls such holders withinthe meaning of Section 5 of the Act, or Section 20(a) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), and such underwriter,within the meaning of the Act, who may purchase from or sell for the holders,any Warrant Shares, from and against any and all losses, claims, damages andliabilities (including all expenses reasonably incurred in investigating,preparing or defending against any claim whatsoever) caused by any untruestatement of a material fact contained in any registration statement filed bythe Company under the Act, any post-effective amendment to such registrationstatements, or any prospectus included therein required to be filed orfurnished by reason of  Section 11 ofthis Agreement or caused by any omission or alleged omission to state therein amaterial fact required to be stated therein or necessary to make the statementstherein not misleading, except insofar as such losses, claims, damages orliabilities are caused by any such untrue statement or alleged untrue statementor omission or alleged omission

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## based upon information furnished or requiredto be furnished in writing to the Company by the holders or such underwriter.

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## (e)                                  The holder(s) of theWarrant Shares to be sold pursuant to a registration statement, theirsuccessors and assigns, and any such underwriter and other person shallseverally, and not jointly, indemnify the Company, its officers and directorsand each person, if any, who controls the Company within the meaning of Section15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,damage or expense or liability (including all expenses reasonably incurred ininvestigating, preparing or defending against any claim whatsoever) to whichthey may become subject under the Act, the Exchange Act or otherwise, caused byany untrue statement or alleged untrue statement of a material fact containedin any registration statement or any prospectus required to be filed orfurnished by reason of  Section 11 ofthis Agreement or caused by any omission to state therein a material factrequired to be stated therein or necessary to make the statements therein notmisleading, insofar as such losses, claims, damages or liabilities are causedby any untrue statement or alleged untrue statement or omission based uponinformation furnished in writing to the Company by the Warrant holders or suchunderwriter or other person expressly for use therein.

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## (f)                                    With respect to anyregistration statements filed by the Company in connection with anyunderwritten public offering, the Company’s underwriter will retain the rightto reduce or eliminate the number of shares proposed to be registered as itdeems necessary.  If a DemandRegistration is an underwritten offering and the managing underwriters advisethe Company in writing that in their opinion the number of securities requestedto be included in such registration exceeds the number which can be sold insuch offering without adversely affecting the marketability of the offering,the Company shall include in such registration only such number of WarrantShares allocated pro rata amongst the holders thereof, based upon the number ofWarrant Shares owned by each such holder. If a Piggyback Registration is an underwritten registration on behalf ofthe Company, and the managing underwriters advise the Company in writing thatin their opinion the number of securities requested to be included in suchregistration exceeds the number which can be sold in such offering withoutadversely affecting the marketability of the offering, the Company shallinclude in such registration, only as may be permitted in the reasonablebusiness judgment of the managing underwriters for such registration:

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#### (i)                                     first, up to thatnumber of securities the Company proposes to sell;

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#### (ii)                                  second, up to thatnumber of registrable securities requested to be included in such registrationby the holders of the Company’s Series A Exchangeable Convertible PreferredStock and others with registration rights in existence prior to the datehereof;

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#### (iii)                               third, up to that numberof Warrant Shares requested and eligible to be included in such registration bythe holder(s); and

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#### (iv)                              fourth, up to that numberof other securities requested to be included in such registration.

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## (g)                                 Nothing contained inthis Agreement shall be construed as requiring the holder(s) to exercise theirWarrants prior to the initial filing of any registration statement or theeffectiveness thereof.

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## (h)                                 The Company shallfurnish to each holder participating in an underwritten public offering and toeach underwriter, a signed counterpart, addressed to such holder orunderwriter, of a “cold comfort” letter dated the effective date of suchregistration statement and a letter dated the date of the closing under theunderwriting agreement signed by the independent public accountants who haveissued a report on the Company’s financial statements included in suchregistration statement, in each case

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## covering substantially the same matters withrespect to such registration statement (and the prospectus included therein)and, in the case of such accountants’ letter, with respect to events subsequentto the date of such financial statements, as are customarily covered inaccountants’ letters delivered to underwriters in underwritten public offeringsof securities.

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## (i)                                     The Company shallas soon as practicable after the effective date of the registration statement,make “generally available to its security holders” (within the meaning of Rule158 under the Act) an earnings statement (which need not be audited) complyingwith Section 11(a) of the Act and covering a period of at least 12 consecutivemonths beginning after the effective date of the registration statement.

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## (j)                                     The Company shallmake available for inspection by the holder(s) of Warrant Shares included ineach Demand or Piggyback Registration Statement, or a representative thereof,any underwriter participating in the disposition pursuant to such registrationstatement and any attorney, accountant or other agent retained by any suchseller or underwriter, all pertinent financial and other records, pertinentcorporate documents and properties of the Company, and cause the Company’sofficers, directors, employees and independent accountants to supply allinformation reasonably requested by any such selling holder(s), underwriter,attorney, accountant or agent in connection with such registration statement.

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# Section 13.  Adjustment of Exercise Price and Numberof Warrant Shares Issuable.  TheExercise Price and the number of Warrant Shares issuable upon the exercise ofeach Warrant are subject to adjustment from time to time upon the occurrence ofthe events enumerated in this Section 13. For purposes of this Section 13, “Common Stock” means shares now orhereafter authorized of any class of common stock of the Company and any otherstock of the Company, however designated, that has the right (subject to anyprior rights of any class or series of preferred stock) to participate in anydistribution of the assets or earnings of the Company without limit as to pershare amount.

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## (a)                                  Adjustment for Changein Capital Stock.

 

If theCompany:

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#### (i)                                          paysa dividend or makes a distribution on its Common Stock in shares of its CommonStock;

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#### (ii)                                       subdividesits outstanding shares of Common Stock into a greater number of shares;

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#### (iii)                                    combinesits outstanding shares of Common Stock into a smaller number of shares;

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#### (iv)                                   makesa distribution on its Common Stock in shares of its capital stock other thanCommon Stock; or

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#### (v)                                      issuesby reclassification of its Common Stock any shares of its capital stock;

 

then the Exercise Price ineffect immediately prior to such action shall be proportionately adjusted sothat the holder of any Warrant thereafter exercised may receive the aggregatenumber and kind of shares of capital stock of the Company which he would haveowned immediately following such action if such Warrant had been exercisedimmediately prior to such action.

 

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The adjustmentshall become effective immediately after the record date in the case of adividend or distribution and immediately after the effective date in the caseof a subdivision, combination or reclassification.

 

If after anadjustment a holder of a Warrant upon exercise of it may receive shares of twoor more classes of capital stock of the Company, the Company shall determinethe allocation of the adjusted Exercise Price between the classes of capitalstock.  After such allocation, theexercise privilege and the Exercise Price of each class of capital stock shallthereafter be subject to adjustment on terms comparable to those applicable toCommon Stock in this Section 13.

 

Suchadjustment shall be made successively whenever any event listed above shalloccur.

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## (b)                                 Adjustment for CommonStock Issue.

 

If the Companyissues shares of Common Stock for a consideration per share less than the lowerof the Exercise Price or current market price per share on the date the Companyfixes the offering price of such additional shares, the Exercise Price shall beadjusted in accordance with the formula:

 
|   |  P             |   |   |
|--------|---------------------|--------|--------|
|   | E’ = E x O + M |   |   |
|   | A    |   |   |

 

where:

 

E’  =                          theadjusted Exercise Price.

 

E  =                              thethen current Exercise Price.

 

O  =                            thenumber of shares outstanding immediately prior to the issuance of suchadditional shares.

 

P  =                              theaggregate consideration received for the issuance of such additional shares.

 

M  =                         thecurrent market price per share on the date of issuance of such additionalshares.

 

A  =                           thenumber of shares outstanding immediately after the issuance of such additionalshares.

 

The adjustment shall be madesuccessively whenever any such issuance is made, and shall become effectiveimmediately after such issuance.

 

This subsection (b) does notapply to:

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### (1)                                  anyof the transactions described in subsections (a), (b) or (c) of this Section13,

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### (2)                                  theexercise of Warrants, or the conversion or exchange of other securitiesconvertible or exchangeable for Common Stock,

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### (3)                                  CommonStock issued to the Company’s employees under bona fide employee benefit plansadopted by the Board of Directors and approved by the holders of Common Stockwhen required by law, if such Common Stock would otherwise be covered by thissubsection (b) (but only to the extent that the aggregate number of sharesexcluded hereby and issued after the

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### date of thisWarrant Agreement shall not exceed 5% of the Common Stock outstanding at thetime of the adoption of each such plan, exclusive of antidilution adjustmentsthereunder),

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### (4)                                  CommonStock upon the exercise of rights or warrants issued to the holders of CommonStock,

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### (5)                                  CommonStock issued to shareholders of any person which merges into the Company inproportion to their stock holdings of such person immediately prior to suchmerger, upon such merger,

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### (6)                                  CommonStock issued in a bona fide public offering pursuant to a firm commitmentunderwriting or

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### (7)                                  CommonStock issued in a bona fide private placement (except to the extent that anydiscount from the current market price attributable to restrictions ontransferability of the Common Stock, as determined in good faith by the Boardof Directors and described in a Board resolution which shall be filed with theTrustee, shall exceed 25%).

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## (c)                                  Adjustment forConvertible Securities Issue.

 

If the Companyissues any securities convertible into or exchangeable for Common Stock for aconsideration per share of Common Stock initially deliverable upon conversionor exchange of such securities less than the lower of the Exercise Price or thethen current market price per share on the date of  issuance of such securities, the Exercise Price shall be adjustedin accordance with this formula:

 
|   |  P             |   |   |
|--------|---------------------|--------|--------|
|   | E’ = E x O + M |   |   |
|   | O + D               |   |   |

 

where:

 

E’  =                          theadjusted Exercise Price.

 

E  =                              thethen current Exercise Price.

 

O  =                            thenumber of shares outstanding immediately prior to the issuance of suchsecurities.

 

P  =                              theaggregate consideration received for the issuance of such securities.

 

M  =                         thecurrent market price per share on the date of issuance of such securities.

 

D  =                            themaximum number of shares deliverable upon conversion or in exchange for suchsecurities at the initial conversion or exchange rate.

 

The adjustmentshall be made successively whenever any such issuance is made, and shall becomeeffective immediately after such issuance.

 

If all of theCommon Stock deliverable upon conversion or exchange of such securities havenot been issued when such securities are no longer outstanding, then theExercise Price shall promptly be readjusted to the Exercise Price which wouldthen be in effect had the adjustment upon the issuance of such securities beenmade on the basis of the actual number of shares of Common Stock issued uponconversion or exchange of such securities.

 

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This subsection (c) does notapply to:

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### (1)                                  anyof the transaction referred to in subsection (a) or (b) of this Section 13.

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### (2)                                  convertiblesecurities issued to shareholders of any person which merges into the Company,or with a subsidiary of the Company, in proportion to their stock holdings ofsuch person immediately prior to such merger, upon such merger,

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### (3)                                  convertiblesecurities issued in a bona fide public offering pursuant to a firm commitmentunderwriting or

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### (4)                                  convertiblesecurities issued in a bona fide private placement (except to the extent thatany discount from the current market price attributable to restrictions ontransferability of Common Stock issuable upon conversion, as determined in goodfaith by the Board of Directors and described in a Board resolution, shallexceed 25% of the then current market price).

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## (d)                                 Current Market Price.

 

In Section 6and subsections (b) and (c) of this Section 13 the “current market price” pershare of Common Stock on any date shall be the fair market value per WarrantShare which shall mean (i) if the Common Stock is in the over-the-countermarket and not in The Nasdaq National Market nor on any national securitiesexchange, the average of the per share closing bid price on the 20 consecutivetrading days immediately preceding the date in question, as reported by TheNasdaq Small Cap Market (or an equivalent generally accepted reporting serviceif quotations are not reported on The Nasdaq Small Cap Market), or (ii) if theCommon Stock is traded in The Nasdaq National Market or on a nationalsecurities exchange, the average for the 20 consecutive trading daysimmediately preceding the date in question of the daily per share closingprices in The Nasdaq National Market or on the principal stock exchange onwhich it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is notreported by The Nasdaq SmallCap Market, the applicable bid price referred to insaid clause shall be the lowest bid price as reported on the OTC ElectronicBulletin Board of the National Association of Securities Dealers, Inc. or, ifnot reported thereon, as reported in the “pink sheets” published by NationalQuotation Bureau, Incorporated, and, if such securities are not so reported,shall be the price of a share of Common Stock determined by the Company’s Boardof Directors in good faith. The closing price referred to in clause (ii) aboveshall be the last reported sale price or, in case no such reported sale takesplace on such day, the average of the reported closing bid and asked prices, ineither case in The Nasdaq National Market or on the national securitiesexchange on which the Common Stock is then listed in accordance with Section5(a) of this Agreement.

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## (e)                                  ConsiderationReceived.

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### (1)                                  Forpurposes of any computation respecting consideration received pursuant tosubsections (b) and (c) of this Section 13, the following shall apply: in thecase of the issuance of shares of Common Stock for cash, the considerationshall be the amount of such cash, provided that in no case shall any deductionbe made for any commissions, discounts or other expenses incurred by theCompany for any underwriting of the issue or otherwise in connection therewith;

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### (2)                                  inthe case of the issuance of shares of Common Stock for a consideration in wholeor in part other than cash, the consideration other than cash shall be deemedto be the fair market value thereof as determined in good faith by the Board ofDirectors (irrespective of the accounting treatment thereof), whosedetermination shall be conclusive, and described in a Board resolution, a copyof which shall be mailed to each holder; and

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### 

###  

### (3)                                  inthe case of the issuance of securities convertible into or exchangeable forshares, the aggregate consideration received therefor shall be deemed to be theconsideration received by the Company for the issuance of such securities plusthe additional minimum consideration, if any, to be received by the Companyupon the conversion or exchange thereof (the consideration in each case to bedetermined in the same manner as provided in clauses (1) and (2) of thissubsection).

##  

## (f)                                    When De MinimisAdjustment May Be Deferred.

 

No adjustmentin the Exercise Price need be made unless the adjustment would require anincrease or decrease of at least 1% in the Exercise Price. Any adjustments thatare not made shall be carried forward and taken into account in any subsequentadjustment.

 

Allcalculations under this Section shall be made to the nearest cent or to thenearest 1/100th of a share, as the case may be.

##  

## (g)                                 When No AdjustmentRequired.

 

No adjustmentneed be made for a transaction referred to in subsections (a), (b) or (c) ofthis Section 13 if Warrant holders are to participate in the transaction on abasis and with notice that the Board of Directors determines to be fair andappropriate in light of the basis and notice on which holders of Common Stockparticipate in the transaction.

 

No adjustmentneed be made for rights to purchase Common Stock pursuant to a Company plan forreinvestment of dividends or interest.

 

No adjustment need be made fora change in the par value or no par value of the Common Stock.

 

To the extent the Warrantsbecome convertible into cash, no adjustment need be made thereafter as to thecash.  Interest will not accrue on thecash.

##  

## (h)                                 Notice of Adjustment.

 

Whenever theExercise Price is adjusted, the Company shall provide the notices required bySection 15 hereof.

##  

## (i)                                     Voluntary Reduction.

 

The Companyfrom time to time may reduce the Exercise Price by any amount for any period oftime if the period is at least 20 days and if the reduction is irrevocableduring the period; provided, however, that in no event may theExercise Price be less than the par value of a share of Common Stock.

 

Whenever theExercise Price is reduced, the Company shall mail to Warrant holders a noticeof the reduction.  The Company shallmail the notice at least 15 days before the date the reduced Exercise Pricetakes effect.  The notice shall statethe reduced Exercise Price and the period it will be in effect.

 

A reduction ofthe Exercise Price does not change or adjust the Exercise Price otherwise ineffect for purposes of subsections (a), (b) or (c) of this Section 13.

##  

## (j)                                     Notice of CertainTransactions.

 

###  

### 11

### 

###  

If theCompany:

 

### (1)                                  takesany action that would require an adjustment in the Exercise Price pursuant tosubsections (a), (b) or (c) of this Section 13 and if the Company does notarrange for Warrant holders to participate pursuant to subsection (i) of thisSection 13;

###  

### (2)                                  takesany action that would require a supplemental Warrant Agreement pursuant tosubsection (k) of this Section 13; or

###  

### (3)                                  liquidatesor dissolves,

 

then the Company shall mail toWarrant holders a notice stating the proposed record date for a dividend ordistribution or the proposed effective date of a subdivision, combination,reclassification, consolidation, merger, transfer, lease, liquidation ordissolution.  The Company shall mail thenotice at least 20 days before such date. Failure to mail the notice or any defect in it shall not affect thevalidity of the transaction.

##  

## (k)                                  Reorganization ofCompany.

 

If the Companyconsolidates or merges with or into, or transfers or leases all orsubstantially all its assets to, any person, upon consummation of suchtransaction the Warrants shall automatically become exercisable for the kindand amount of securities, cash or other assets which the holder of a Warrantwould have owned immediately after such transaction if the holder had exercisedthe Warrant immediately before the effective date of such transaction.  Concurrently with the consummation of suchtransaction, the corporation formed by or surviving any such consolidation ormerger if other than the Company, or the person to which such sale orconveyance shall have been made, shall enter into a supplemental WarrantAgreement so providing and further providing for adjustments which shall be asnearly equivalent as may be practical to the adjustments provided for in thisSection.  The successor Company shallmail to Warrant holders a notice describing the supplemental Warrant Agreement.

 

If the issuerof securities deliverable upon exercise of Warrants under the supplementalWarrant Agreement is an Affiliate of the formed, surviving, transferee orlessee corporation, that issuer shall join in the supplemental WarrantAgreement.

 

If thissubsection (k) applies, subsections (a), (b) and (c) of this Section 13 do notapply.

##  

## (l)                                     When Issuance orPayment May Be Deferred.

 

In any case inwhich this Section 13 shall require that an adjustment in the Exercise Price bemade effective as of a record date for a specified event, the Company may electto defer until the occurrence of such event (i) issuing to the holder of anyWarrant exercised after such record date the Warrant Shares and other capitalstock of the Company, if any, issuable upon such exercise over and above theWarrant Shares and other capital stock of the Company, if any, issuable uponsuch exercise on the basis of the Exercise Price and (ii) paying to such holderany amount in cash in lieu of a fractional share pursuant to Section 14; provided,however, that the Company shall deliver to such holder a due bill orother appropriate instrument evidencing such holder’s right to receive suchadditional Warrant Shares, other capital stock and cash upon the occurrence ofthe event requiring such adjustment.

##  

## (m)                               Adjustment in Number ofShares.

 

Upon eachadjustment of the Exercise Price pursuant to Section 13(a), each Warrantoutstanding prior to the making of the adjustment in the Exercise Price shallthereafter evidence the right to receive

 

12

----

 

upon payment of the adjustedExercise Price that number of shares of Common Stock (calculated to the nearesthundredth) obtained from the following formula:

 
|   | N’ = N x E  |   |
|--------|-----------------------|--------|
|   | E’               |   |

 

where:

 

N’  =                        theadjusted number of Warrant Shares issuable upon exercise of a Warrant bypayment of the adjusted Exercise Price.

 

N  =                            thenumber or Warrant Shares previously issuable upon exercise of a Warrant bypayment of the Exercise Price prior to adjustment.

 

E’  =                          theadjusted Exercise Price.

 

E  =                              theExercise Price prior to adjustment.

##  

## (n)                                 Form of Warrants.

 

Irrespectiveof any adjustments in the Exercise Price or the number or kind of sharespurchasable upon the exercise of the Warrants, Warrants theretofore orthereafter issued may continue to express the same price and number and kind ofshares as are stated in the Warrants initially issuable pursuant to thisAgreement.

##  

## (o)                                 CompanyDetermination Final.

 

Anydetermination that the Company or its Board of Directors must make pursuant tothis Section 13 is conclusive if made reasonably and in good faith.

#  

# Section 14.  Fractional Interests.  The Company shall not be required to issuefractional Warrant Shares on the exercise of Warrants.  If more than one Warrant shall be presentedfor exercise in full at the same time by the same holder, the number of fullWarrant Shares which shall be issuable upon the exercise thereof shall becomputed on the basis of the aggregate number of Warrant Shares purchasable onexercise of the Warrants so presented. If any fraction of a Warrant Share would, except for the provisions ofthis Section 14, be issuable on the exercise of any Warrants (or specifiedportion thereof), the Company shall pay an amount in cash equal to the ExercisePrice on the day immediately preceding the date the Warrant is presented forexercise, multiplied by such fraction.

#  

# Section 15.  Notices to Warrant Holders.  Upon any adjustment of the Exercise Pricepursuant to Section 13, the Company shall promptly thereafter (i) cause to begiven to each of the registered holders of the Warrant Certificates at hisaddress appearing on the Warrant register a certificate of a firm ofindependent public accountants of recognized standing selected by the Board ofDirectors of the Company (who may be the regular auditors of the Company)setting forth the Exercise Price after such adjustment and setting forth inreasonable detail the method of calculation and the facts upon which suchcalculations are based and setting forth the number of Warrant Shares (orportion thereof) issuable after such adjustment in the Exercise Price, uponexercise of a Warrant and payment of the adjusted Exercise Price, whichcertificate shall be conclusive evidence of the correctness of the matters setforth therein, by first-class mail, postage prepaid.  Where appropriate, such notice may be given in advance andincluded as a part of the notice required to be mailed under the otherprovisions of this Section 15.

##  

## 13

## 

##  

In case:

 

## (a)                                  the Company shall authorizethe issuance to all holders of shares of Common Stock of rights, options orwarrants to subscribe for or purchase shares of Common Stock or of any othersubscription rights or warrants; or

##  

## (b)                                 the Company shallauthorize the distribution to all holders of shares of Common Stock ofevidences of its indebtedness or assets (other than cash dividends or cashdistributions payable out of consolidated earnings or earned surplus ordividends payable in shares of Common Stock or distributions referred to insubsection Section 13(a) of Section 13 hereof); or

##  

## (c)                                  of any consolidationor merger to which the Company is a party and for which approval of anyshareholders of the Company is required, or of the conveyance or transfer ofthe properties and assets of the Company substantially as an entirety, or ofany reclassification or change of Common Stock issuable upon exercise of theWarrants (other than a change in par value, or from par value to no par value,or from no par value to par value, or as a result of a subdivision orcombination), or a tender offer or exchange offer for shares of Common Stock;or

##  

## (d)                                 of the voluntary orinvoluntary dissolution, liquidation or winding up of the Company; or

##  

## (e)                                  the Company proposesto take any action (other than actions of the character described in Section13(a)) which would require an adjustment of the Exercise Price pursuant toSection 13; then the Company shall cause to be given to each of the registeredholders of the Warrant Certificates at his address appearing on the Warrantregister, at least 20 days (or 10 days in any case specified in clauses (a) or(b) above) prior to the applicable record date hereinafter specified, orpromptly in the case of events for which there is no record date, byfirst-class mail, postage prepaid, a written notice stating (i) the date as ofwhich the holders of record of shares of Common Stock to be entitled to receiveany such rights, options, warrants or distribution are to be determined, or(ii) the initial expiration date set forth in any tender offer or exchangeoffer for shares of Common Stock, or (iii) the date on which any suchconsolidation, merger, conveyance, transfer, dissolution, liquidation orwinding up is expected to become effective or consummated, and the date as of whichit is expected that holders of record of shares of Common Stock shall beentitled to exchange such shares for securities or other property, if any,deliverable upon such reclassification, consolidation, merger, conveyance,transfer, dissolution, liquidation or winding up.  The failure to give the notice required by this Section 15 or anydefect therein shall not affect the legality or validity of any distribution,right, option, warrant, consolidation, merger, conveyance, transfer,dissolution, liquidation or winding up, or the vote upon any action.

 

Nothingcontained in this Agreement or in any of the Warrant Certificates shall beconstrued as conferring upon the holders thereof the right to vote or toconsent or to receive notice as shareholders in respect of the meetings ofshareholders or the election of Directors of the Company or any other matter,or any rights whatsoever as shareholders of the Company.

#  

# Section 16.  Notices to Company.  Any notice or demand authorized by thisAgreement to be given or made by the registered holder of any WarrantCertificate to or on the Company shall be sufficiently given or made when andif deposited in the mail, first class or registered, postage prepaid, addressed(until another address is filed in writing by the Company), as follows:

 
|   | Photogen Technologies, Inc. |
|--------|-----------------------------|
|   | 140 Union  Square Drive     |
|   | New Hope, PA  18938         |

 

14

----

 
| With copy  to: |
|----------------|
|           |
|           | Theodore W.  Grippo, Esq. |
|           | Grippo &  Elden |
|           | 227 West  Monroe Street, Suite 3600 |
|           | Chicago, IL 60606 |

 

In case theCompany shall fail to maintain such office or agency or shall fail to give suchnotice of the location or of any change in the location thereof, presentationsmay be made and notices and demands may be served at the principal office ofthe Transfer Agent.

#  

# Section 17.  Supplements and Amendments.  The Company and the Warrant holders may fromtime to time supplement or amend this Agreement with the approval of allholders of Warrant Certificates.

#  

# Section 18.  Successors.  All the covenants and provisions of this Agreement by or for thebenefit of the Company or the Holder shall bind and inure to the benefit oftheir respective successors and permitted assigns hereunder.

#  

# Section 19.  Termination.  This Agreement shall terminate at 5:00 p.m.,Eastern time on November 12, 2007. Notwithstanding the foregoing, thisAgreement will terminate on any earlier date if all Warrants have beenexercised.

#  

# Section 20.  Governing Law; Jurisdiction and Venue.  This Agreement and each Warrant Certificateissued hereunder shall be deemed to be a contract made under the laws of theState of Nevada and for all purposes shall be construed in accordance with theinternal laws of said State, without giving effect to the principles thereofrelating to conflicts of laws.

#  

# Section 21.  Transferability and Nonnegotiability ofWarrant. The Warrants may not be transferred or assigned in whole or inpart without compliance with all applicable federal and state****securities laws by the transferor and the transferee.Subject to compliance with such laws and Section 23 below, title to theWarrants may be transferred by endorsement (by the Holder executing theAssignment Form Exhibited to the Warrant Certificate) and delivery in the samemanner as a negotiable instrument transferable by endorsement and delivery.

#  

# Section 22.  Exchange of Warrant Upon a Transfer.  On surrender of the Warrant Certificate forexchange, properly endorsed on the Assignment Form and subject to theprovisions of this Agreement with respect to compliance with applicablesecurities laws and with the limitations on assignments and transfers andcontained in Section 21, the Company at its expense shall issue to or on theorder of the Holder a new Warrant Certificate of like tenor, in the name of theHolder or as the Holder may direct, for the number of shares issuable uponexercise hereof.

#  

# Section 23.  Compliance with Securities Laws.  The Holder agrees that the Holder will notoffer, sell or otherwise dispose of this Warrant or any shares of Common Stockto be issued upon exercise hereof except under circumstances that will notresult in a violation of the federal or any state securities laws. Prior to anyproposed transfer of this Warrant, the holder thereof shall give written noticeto the Company of its intention to effect such transfer.  Each such notice shall describe the mannerof the proposed transfer and, if requested by the Company, shall be accompaniedby an opinion of counsel satisfactory to the Company to the effect that theproposed transfer may be effected without registration under the SecuritiesAct, whereupon the holder shall be entitled to transfer this Warrant inaccordance with the terms of its notice; provided, however, that no suchopinion of counsel shall be required for a

#  

# 15

# 

#  

# transfer to one or more partners of thetransferor (in the case of a transferor that is a partnership) or to anaffiliated corporation (in the case of a transferor that is acorporation).  Each Warrant transferredas above provided shall bear the legend set forth at the beginning of the formWarrant Certificates Exhibited hereto as Exhibit A and B, as the case may be .

#  

# Section 24.  Benefits of This Agreement.  Nothing in this Agreement shall be construedto give to any person or corporation other than the Company, the Holder and theregistered holders of the Warrant Certificates any legal or equitable right,remedy or claim under this Agreement; but this Agreement shall be for the soleand exclusive benefit of the Company, the Holder and the registered holders ofthe Warrant Certificates.

 

# Section 25.  Counterparts.  This Agreement may be executed in any numberof counterparts and each of such counterparts shall for all purposes be deemedto be an original, and all such counterparts shall together constitute but oneand the same instrument.

 

*[Signature pagefollows]*

 

16

----

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beduly executed, as of this 29th day of January, 2003.

 
|   | PHOTOGEN  TECHNOLOGIES, INC.                                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                 |
|   |                                                                                                                 |
|   | By:                                                                                                                  |   /s/  Taffy J. Williams, Ph.D. |   |
|   | Name:  Taffy  J. Williams, Ph.D.                                                                           |
|   | Title:  President                                                                                          |
|   |                                                                                                                 |
|   |                                                                                                                 |
|   | By:                                                                                                                  |   /s/ Brooks Boveroux |   |
|   | Name:  Brooks Boveroux                                                                                     |
|   | Title:    Secretary, Chief Financial Officer,                                                    |
|   |             Treasurer  and Senior Vice President-Finance |
|   |                                                                                                                 |
|   | BROADMARK CAPITAL, LLC                                                                                               |
|   |                                                                                                                 |
|   |                                                                                                                 |
|   | By:                                                                                                                  |   /s/  John L. Schocken |   |
|   | Name:                                                                                                                | John L. Schocken |   |
|   | Title:                                                                                                               | President |   |
|        |                                                                                                                      |  |  |  |  |

 

17

----

 

**Exhibit A**

 

[Form of Warrant Certificate]

 

THE SECURITIES EVIDENCED ORCONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH SECURITIES MAY NOT BE SOLD,TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAIDACT HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OFCOUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOTREQUIRED.

 

EXERCISABLE ON OR BEFORENOVEMBER 12, 2007

 

150,000 Warrants

 

Warrant Certificate

 

PHOTOGEN TECHNOLOGIES, INC.

 

This WarrantCertificate certifies that BROADMARK CAPITAL, LLC, or registered assigns, isthe registered holder of Warrants expiring November 12, 2007 (the “Warrants”)to purchase Common Stock, par value $0.001 per share (the “Common Stock”), ofPHOTOGEN TECHNOLOGIES, INC., a Nevada corporation (the “Company”).  Each Warrant entitles the holder uponexercise to receive from the Company one fully paid and nonassessable share ofCommon Stock (a “Warrant Share”) at the initial exercise price (the “ExercisePrice”) of $1.08 payable in lawful money of the United States of America uponsurrender of this Warrant Certificate and payment of the Exercise Price at theoffice of the Company, but subject to the conditions set forth herein and inthe Warrant Agreement referred to herein. The Exercise Price and number of Warrant Shares issuable upon exerciseof the Warrants are subject to adjustment upon the occurrence of certain eventsset forth in the Warrant Agreement.

 

No Warrant maybe exercised after 5:00 p.m., Eastern Time on November 12, 2007, and to theextent not exercised by such time such Warrants shall become void.

 

This WarrantCertificate shall be governed and construed in accordance with the internal lawsof the State of Nevada, without giving effect to the principles thereofrelating to conflicts of laws.

 

The Warrantsevidenced by this Warrant Certificate are part of a duly authorized issue ofWarrants expiring November 12, 2007 entitling the holder on exercise to receiveshares of Common Stock, par value $0.001 per share, of the Company (the “CommonStock”), and are issued or to be issued pursuant to a Warrant Agreement datedas of November 12, 2002 (the “Warrant Agreement”), duly executed and deliveredby the Company to Broadmark Capital, LLC (the “Holder”), which WarrantAgreement is hereby incorporated by reference in and made a part of thisinstrument and is hereby referred to for a description of the rights,limitation of rights, obligations, duties and immunities thereunder of theCompany, the Holder and the holders (the words “holders” or “holder” meaningthe registered holders or registered holder and any transferee of theregistered Holder) of the Warrants.  Acopy of the Warrant Agreement may be obtained by the holder hereof upon writtenrequest to the Company.

 

----

 

Warrants maybe exercised at any time on or before November 12, 2007.  The holder of Warrants evidenced by thisWarrant Certificate may exercise them by surrendering this Warrant Certificate,with the form of election to purchase set forth hereon properly completed andexecuted, together with payment of the Exercise Price in cash at the office ofthe Company or in accordance with Section 6 of the Warrant Agreement.  In the event that upon any exercise ofWarrants evidenced hereby the number of Warrants exercised shall be less thanthe total number of Warrants evidenced hereby, there shall be issued to theholder hereof or its assignee a new Warrant Certificate evidencing the number ofWarrants not exercised.  No adjustmentshall be made for any dividends on any Common Stock issuable upon exercise ofthis Warrant.

 

The WarrantAgreement provides that upon the occurrence of certain events the ExercisePrice set forth on the face hereof may, subject to certain conditions, beadjusted.  If the Exercise Price isadjusted, the Warrant Agreement provides that in certain circumstances thenumber of shares of Common Stock issuable upon the exercise of each Warrantshall be adjusted.  No fractions of ashare of Common Stock will be issued upon the exercise of any Warrant, but theCompany will pay the cash value thereof determined as provided in the WarrantAgreement.

 

WarrantCertificates, when surrendered at the office of the Company by the registeredholder thereof may be exchanged, in the manner and subject to the limitationsprovided in the Warrant Agreement, but without payment of any service charge,for another Warrant Certificate or Warrant Certificates of like tenorevidencing in the aggregate a like number of Warrants.

 

Upon duepresentation for registration of transfer of this Warrant Certificate at theoffice of the Company a new Warrant Certificate or Warrant Certificates of liketenor and evidencing in the aggregate a like number of Warrants shall be issuedto the transferee(s) in exchange for this Warrant Certificate, subject to thelimitations provided in the Warrant Agreement, without charge except for anytax or other governmental charge imposed in connection therewith.

 

The Companymay deem and treat the registered holder(s) thereof as the absolute owner(s) ofthis Warrant Certificate (notwithstanding any notation of ownership or otherwriting hereon made by anyone), for the purpose of any exercise hereof, of anydistribution to the holder(s) hereof, and for all other purposes, and theCompany shall not be affected by any notice to the contrary.  Neither the Warrants nor this WarrantCertificate entitles any holder hereof to any rights of a stockholder of theCompany.

 

2

----

 

IN WITNESS WHEREOF, PHOTOGEN TECHNOLOGIES,INC. has caused this Warrant Certificate to be signed by its President and byits Secretary.

 

 
| Dated:                          ,  2003 |                           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|
|                                                                                                                                                            |                           |
|                                                                                                                                                            | PHOTOGEN TECHNOLOGIES, INC.    |
|                                                                                                                                                            |                           |
|                                                                                                                                                            |                           |
|                                                                                                                                                            | By:                            |   |   |
|                                                                                                                                                            | Name: Taffy J. Williams, Ph.D. |
|                                                                                                                                                            | Title: President               |
|                                                                                                                                                            |                           |
|                                                                                                                                                            |                           |
|                                                                                                                                                            |                           |
|                                                                                                                                                            | By :                           |   |   |
|                                                                                                                                                            | Name:  Brooks Boveroux    |
|                                                                                                                                                            | Title:                         | Secretary,  Chief Financial Officer,  Treasurer and Senior Vice President-Finance |
|                                                                                                                                                                 |                                |  |  |  |  |

 

3

----

 

**Exhibit B**

 

[Form of Election to Purchase]

 

(To Be Executed Upon Exercise of Warrant)

 

Theundersigned hereby irrevocably elects to exercise the right, represented bythis Warrant Certificate, to receive         shares of Common Stock andherewith tenders payment for such shares to the order of PHOTOGEN TECHNOLOGIES,INC. in the amount of$            inaccordance with the terms hereof. The undersigned requests that a certificatefor such shares be registered in the name of                     ,whose address is                                                                             and that such shares be delivered to                                    whose address is                                                                               .  If said number of shares is less than all ofthe shares of Common Stock purchasable hereunder, the undersigned requests thata new Warrant Certificate representing the remaining balance of such shares beregistered in the name of                                     ,whose address is                                                               and that such Warrant Certificate be delivered to                                , whose address is                                    ..

 

 
| Dated: |                                                                                                              |
|--------|-------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                              |
|   | Signature:                                                                                                        |   |   |
|   | (Signature  must confirm in all respects to name of holder  as specified on the face of the Warrant Certificate.) |

 

----