**Exhibit 4.11**

 

PHOTOGEN TECHNOLOGIES, INC.

 

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

 

 

THIS AWARD AGREEMENT (this “Agreement”) is made as of the 14th day ofJanuary, 2004, by and between Photogen Technologies, Inc., a Nevada corporation(the “Company”), and Taffy J. Williams, Ph.D. (the “Optionee”).

 

W I T N E S E T H:

 

WHEREAS, the Company, through its Compensation Committee (the“Committee”), desires to grant to the Optionee a non-qualified stock option topurchase shares of the Company’s common stock, par value $.001 per share (the“Common Stock”), subject to approval of the Company’s stockholders.

 

NOW, THEREFORE, the parties hereto, intending to be legally bound,agree as follows:

 

**1.****                                      Grantof Option and Tax Consequences.** Subject to the approval of the Company’s stockholders and to the termsand conditions of this Agreement, the Company hereby grants to the Optionee theright and option to purchase from the Company all or part of an aggregate of1,050,000 shares of Common Stock (the “Option”).  This Option is not intended to qualify as an Incentive StockOption within the meaning of Section 422A of the Internal Revenue Code of1986, as amended, but rather as a Non-Qualified Stock Option.  Upon exercise, the difference between thefair market value of the Common Stock on the date of exercise and the optionprice may subject the Optionee to Federal and State income tax liability.  Optionee should seek advice form his or hertax advisor.

 

**2.****                                      OptionPrice and Time of Exercise.**  The pershare exercise price at which the shares subject to Option may be purchased byOptionee shall be $1.08.  The Optionee’sright to exercise this Option shall be as follows:

 

100% of the total number of shares covered by the Option beginning onthe earlier of the date on which a Change of Control, as defined herein, occursor the date on which Optionee ceases to be a salaried employee of the Company.

 

The right to exercise this Option shall in all events expire at theclose of business on the tenth anniversary date of this grant, unless suchright expires and terminates sooner in accordance with this Agreement.  The Optionee’s right to exercise this optionshall be accelerated as provided in Section 9 below and as may be providedby action of the Committee.

 

**3.**                                      **Method ofExercise and Payment for Shares.** This Option shall be exercised by written notice directed to theCompany at its principal office, specifying the number of shares to be acquiredupon such exercise and indicating that the exercise is being paid for (i) incash or (ii) if applicable, by a commitment by a broker-dealer to pay to theCompany that portion of any sale

 

1

----

 

proceeds receivable by the Optionee upon the exercise of the Option andsale of underlying shares.

 

**4.**                                      **Nontransferability.**  This Optionis not transferable by the Optionee except as otherwise provided inSection 7 below, and during the Optionee’s lifetime is exercisable only bythe Optionee.

 

**5.**                                      **Terminationof Option.**  The Option, tothe extent it has not been previously exercised, shall terminate upon theearliest to occur of:  (a) theexpiration of the Option period set forth in Section 2 above; (b) theexpiration of three months following the Optionee’s retirement; (c) theexpiration of 12 months following the Optionee’s death or disability; (d)immediately upon termination of Optionee’s employment for Cause; or (e) theexpiration of 90 days following the termination of Optionee’s employment forany reason other than cause, Change in Control, death, disability, orretirement.  Upon a termination ofemployment related to a Change in Control, Options shall be treated in themanner set forth in Section 9.

 

**6.**                                      **Adjustment.**  If there shall be any change in thecorporate capitalization of the Company (such as a stock split, or a corporatetransaction, such as any merger, consolidation, separation, including aspin-off, or other distribution of stock or property of the Company, anyreorganization (whether or not such reorganization comes within the definitionof such term in Code Section 368) or any partial or complete liquidationof the Company) appropriate and equitable adjustments shall be made in theaggregate number and kind of shares or other securities subject to this Optionand in the purchase price of this Option to reflect such change.

 

**7.**                                      **OptionNon-Assignable and Non-Transferable.**  This Option and all rights hereunder shall be non-assignable andnon-transferable other than by will or the laws of descent and distribution andshall be exercisable during the Optionee’s lifetime only by the Optionee or theOptionee’s guardian or legal representative.

 

**8.**                                      **Limitationof Rights.**

 

(a)                                  NoRights as an Employee.  Nothing inthis Agreement shall be deemed to: create or affect any contract of employment between the Optionee orCompany or an Affiliate; prevent the Company or an Affiliate from terminatingOptionee’s employment; give Optionee a right to be retained in employment bythe Company or any Affiliate for any period of time; confer on any person anyright to any other compensation, remuneration or benefits (except to the extentexpressly set forth in this Agreement).

 

(b)                                 NoRights as a Stockholder.  TheOptionee shall have no rights as a stockholder with respect to the sharescovered by this Option until the date the Optionee tenders full payment of theexercise price for the portion of the Option being exercised and the issuanceof a stock certificate therefor, and no adjustment will be made for anydividends or other rights where the record date is prior to the date suchcertificate is issued.

 

**9.**                                      **Change ofControl.**  Upon the occurrenceof a Change of Control, as defined herein, unless otherwise specificallyprohibited under applicable laws or by the rules and

 

2

----

 

regulations of any governing governmental agencies or nationalsecurities exchanges, all of the Options hereunder shall become immediatelyexercisable and shall remain exercisable throughout their entire term.  For purposes of this Agreement, a “Change ofControl” shall be deemed to have occurred as of the first day that any one ormore of the following conditions shall have been satisfied:

 

(a)                               The acquisition by anyperson of beneficial ownership of 50% or more of either (1) the thenoutstanding shares of Common Stock of the Company, or (2) the combined votingpower of the outstanding voting securities of the Company entitled to votegenerally in the election of Directors; provided, however, that for purposes ofthis subsection, the following transactions shall not constitute a Change ofControl: (A) any acquisition directly from the Company through a publicoffering of shares of Common Stock of the Company, (B) any acquisition by theCompany, (C) any acquisition by any employee benefit plan (or related trust)sponsored or maintained by the Company or any corporation controlled by theCompany, or (D) any acquisition by any corporation pursuant to a transactionwhich complies with clauses (1), (2) and (3) of subsection (c) below;

 

(b)                              The cessation, for anyreason, of the individuals who constitute the Company’s Board of Directors asof the date hereof (“Incumbent Board”) to constitute at least a majority of theCompany’s Board of Directors; provided, however, that any individual becoming aDirector following the date hereof whose election, or nomination for electionby the Company’s stockholders, was approved by a vote of at least a majority ofthe Directors then comprising the Incumbent Board shall be considered as thoughsuch individual was a member of the Incumbent Board, but excluding, for thispurpose, any such individual whose initial assumption of office occurs becauseof an actual or threatened election contest with respect to the election orremoval of Directors or other actual or threatened solicitation of proxies orconsents by or on behalf of a person other than the Company’s Board ofDirectors;

 

(c)                               The consummation of areorganization, merger or consolidation or sale or other disposition of all orsubstantially all of the assets of the Company (“Business Combination”) unless,following such Business Combination, (1) all or substantially all of theindividuals and entities who were the beneficial owners, respectively, of theoutstanding shares of Common Stock of the Company and the outstanding votingsecurities of the Company immediately before such Business Combinationbeneficially own, directly or indirectly, more than 50% of, respectively, thethen outstanding shares of Common Stock and the combined voting power of thethen outstanding voting securities entitled to vote generally in the electionof Directors, as the case may be, of the Company resulting from such BusinessCombination (including, without limitation, a corporation which as a result ofsuch transaction owns the Company or all or substantially all of the Company’sassets either directly or through one or more subsidiaries) in substantiallythe same proportions as their ownership immediately before such BusinessCombination of the outstanding shares of Common Stock and the

 

3

----

 

outstanding voting securities of the Company, as the case may be; (2)no party (excluding any corporation resulting from such Business Combination orany employee benefit plan (or related trust) of the Company or such corporationresulting from such Business Combination) beneficially owns, directly orindirectly, 50%; or more of, respectively, the then outstanding shares ofcommon stock of the corporation resulting from such Business Combination or thecombined voting power of the then outstanding voting securities of suchcorporation except to the extent that such ownership existed before theBusiness Combination; and (3) at least a majority of the members of the boardof directors of the corporation resulting from such Business Combination weremembers of the Company’s Board of Directors at the time of the execution of theinitial agreement, or of the action of the Company’s Board of Directors,providing for such Business Combination; or the approval by the stockholders ofthe Company of a complete liquidation or dissolution of the Company.

 

**10.**                               **Stock Legend. **The Optionee hereby represents and warrants to theCompany that upon exercise of any portion of the Option hereunder that theOptionee will be acquiring such shares for his or her own account, forinvestment and not with a view to, or for the sale in connection with, thedistribution of any such shares.  TheOptionee hereby agrees that the following legend shall be endorsed upon thecertificates evidencing the Optionee’s shares issued pursuant to the exerciseof this Option:

 

The shares evidenced by this certificate have not been registered underthe Securities Act of 1933, as amended, or under state securities laws to theextent applicable.  The shares may notbe sold, offered for sale, or otherwise transferred in the absence of aneffective registration statement under said Act (and any registration orqualification as may be required under such state laws) or an opinion ofcounsel satisfactory to the Company and its counsel that such registration orqualification is not required.

 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be signedby its President, and the Optionee has affixed his or her signature hereto onthe date set forth above.

 

 
|   | /s/Taffy J. Williams               |                                                                                               |
|--------|------------------------------------|----------------------------------------------------------------------------------------------------|
|   | Taffy J. Williams, Ph.D., Optionee |
|   |                               |
|   | Photogen Technologies, Inc.        |
|   |                               |
|   |                               |
|   | By:                                | /s/ Brooks Boveroux                                                                                |   |
|   |                               | Brooks Boveroux, Senior Vice  President-Finance, Chief Financial  Officer, Secretary and Treasurer |
|        |                                    |                                                                                                    |  |  |

 

4

----