Exhibit
10.18
 IMCOR
Pharmaceutical Co.
 6175 Lusk
Blvd.
 San
Diego, CA 92121
 (858)
410-5601
 
 February
8, 2005
 
 Mr. B.
Jack DeFranco
 7323
Vista Del Mar
 La Jolla,
CA 92037
 
 Re:  Amended
and Restated Employment Terms
 
 Dear
Jack:
 
 We are
pleased to amend and restate the terms of your employment which were originally
set forth in the letter agreement dated June 6, 2003 from Photogen Technologies,
Inc. (n/k/a IMCOR Pharmaceutical Co.) (the “Company”).
 
 Your new
title, effective as of January 20, 2005, will be Chief Operating Officer. Your
initial salary for this position will be $231,000 per year (less applicable
withholding and deductions). Payments will be made on a bi-weekly basis in
accordance with Company policy. Merit increases and bonuses, if any, will be at
the sole discretion of Board of Directors. The Company will reimburse you for
approved travel and related expenses, subject to proper
documentation.
 
 The
Company will provide you with the following benefits:
  ·
    Vacation
      hours will be earned at your current rate of
accrual.
  o
    In
      the event that your unused vacation accrual exceeds our maximum levels no
      additional vacation hours will accrue until vacation hours are taken and
      reduced to the maximum accrual listed below.  o
    Increases
      in vacation accrual based on years of service will occur at the beginning
      of the 6thand 11thyears of employment, including your years of service while at
      Alliance.  o
    The
      vacation earnings schedule is:
 §
    Bands
      1-4 Exempt Employees: 3 weeks annually- maximum accrual- 1.5 x annual (4.5
      weeks)
 §
    Band
      5 Exempt Employees: 4 weeks annually- maximum accrual- 1.25 x annual (5
      weeks)
 ·
    Nine
      Company holidays plus two discretionary “floating”
days.
 
 ·
    Company
      sponsored medical and dental coverage for you and eligible dependents;
      premiums will be shared between the Company and
  employee.
 
 
 ·
    Sick
      leave will accrue per pay period, up to a maximum of 8 days annually, and
      can be accumulated for a period of two years (or 16 days). Because sick
      time may only be used for an actual illness of you or, pursuant to
      applicable law, of your child, parent, spouse or domestic partner,
      accrued, unused sick leave will not be paid out on termination.
 
 ·
    Salary
      deferral under 401(k) Plan (currently the Company does not make any
      contributions under the 401(k) Plan).
 
 ·
    Other
      benefits at the discretion of the Company.
  You
acknowledge that you have previously received the following option
awards:
 
 ·
    an
      option to purchase 170,000 shares granted on June 19, 2003 with an
      exercise price of $1.25;
 
 ·
    an
      option to purchase 40,000 shares granted on January 7, 2004 with an
      exercise price of $1.47; and
 
 ·
    an
      option to purchase 210,000 shares granted on May 6, 2004 with an exercise
      price of $0.85
  If the
Company terminates you for any reason other than for cause, the Company will pay
you severance for a period of one year. All severance payments will be paid on a
bi-weekly basis in accordance with the Company's regular payroll schedule. If
you terminate your employment or are terminated for cause, the Company will not
make any severance payments. "Cause" means:
 
 ·
    willful
      failure or refusal to perform your duties hereafter where such duties are
      not performed to the Company's reasonable satisfaction within thirty (30)
      days after written notice to you (and termination shall be effective as of
      the end of such 30-day period); or
 
 ·
    conviction
      of, or pleading guilty or nolo contendre to, any criminal offense or the
      commission by the employee of any act involving dishonesty, embezzlement,
      fraud, breach of trust or moral turpitude (and termination shall be
      effective upon written notice to you).
 
 You
acknowledge and agree that your employment with the Company is based upon the
mutual consent of the Company and yourself. Therefore, either the Company or you
are free to terminate the employment at will. This means that you are free to
quit at any time and that the Company is free to terminate your employment for
any reason, with or without cause, and with or without notice, at any time. You
also acknowledge and agree that the Company has the right to change your
compensation, duties, assignments, responsibilities or geographical location of
your job at any time, with or without cause. No representative of the Company
has the authority to make any contrary oral agreement and the at-will nature of
the employment relationship with the Company may only be altered by a writing
executed by the Company’s President.
 
 
 The
Employee Confidentiality, Inventions and Non-Competition Agreement
(“Confidentiality Agreement”) that you previously executed remains in full force
and effect. You acknowledge that this letter agreement and the Confidentiality
Agreement constitute the entire agreement between the parties and supersede all
prior agreements, oral, written or otherwise, including but not limited to the
letter agreement dated June 6, 2003 and the Employment Severance Compensation
Agreement dated November, 2003, with respect to the subject matter set forth
herein.
 
 Please
signify your acceptance of this agreement by signing and dating this letter and
returning one original to me, keeping the other for your records.
 
 Sincerely,
 
 /s/ Taffy
J. Williams
 
 Taffy J.
Williams, Ph.D.
 President
and Chief Executive Officer
 Agreed
and accepted by:
 
 
 /s/
Jack DeFranco
 B. Jack
DeFranco
 Date:
February 8, 2005