**UNITED        STATES**

**SECURITIES        AND EXCHANGE COMMISSION**

**Washington,        DC 20549**

**FORM        10-KSB/A**

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|  **ý**                                                                                                                                                                                                                                            | **ANNUAL                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES                  EXCHANGE ACT                  OF 1934** |
|                                                                                                                                                                                                                                                        |
| **For                  the Fiscal Year Ended December 31, 2004**                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                        |   |
|  **o**                                                                                                                                                                                                                                                 | **TRANSITION                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES                  EXCHANGE ACT                  OF 1934**  |
|                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                        |   |
| **For                  the Transition Period From                                                to                              ** |

**Commission        File No. 0-23553**

**IMCOR        PHARMACEUTICAL CO.**

**NEVADA**

**62-1742885**

**6175        LUSK BOULEVARD**

**SAN        DIEGO, CA 92121**

**(858)        410-5601**

**        None**

**        common stock, par value $.001 per share**

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**Explanatory        Note**

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**ITEM        13.**
**EXHIBITS,        LIST AND REPORTS ON FORM 8-K.**

**(a)             Exhibits**

|  **EXHIBIT****NO.** |   | **DESCRIPTION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| +2.1                     |   | Asset                    Purchase Agreement dated as of June 10, 2003 by and between IMCOR                    Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.)                    and Alliance                    Pharmaceutical Corp. (Filed as Exhibit 2.1 to the company's                    Form 8-K dated June 20, 2003 and incorporated herein                    by                    reference.)                                                                                                                                                                                   |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| +3.1                     |   | Articles                    of Incorporation of IMCOR Pharmaceutical Co., as amended. (Filed                    as                    Exhibit 3.1 to the company’s Form 10-KSB dated March 31, 2005 and                    incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                                    |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| +3.2                     |   | Certificate                    of Designation, Preferences and Rights of Series A Preferred                    Stock.                    (Filed as part of Exhibit 3.1 to the company's 8-K filed                    on November                    11, 2004 and incorporated herein by reference.)                                                                                                                                                                                                                                                                                                          |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| +3.3                     |   | Amended                    and Restated Bylaws of IMCOR Pharmaceutical Co. (Filed as Exhibit C                    to the company's Information Statement on Form DEF 14C                    dated                    December 23, 2002 and incorporated herein by                    reference.)                                                                                                                                                                                                                                                                                                        |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| +4.1                     |   | Form                    of Registration Rights Agreement entered into by and between                    IMCOR                    Pharmaceutical Co. and each purchaser signatory thereto dated                    April 14,                    2004. (Filed as Exhibit 4.13 to the company's 10-QSB for the                    quarter ended                    March 31, 2004 and incorporated herein by reference.)                                                                                                                                                                                                  |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| +4.2                     |   | Form                    of Warrant Agreement entered into by and between IMCOR Pharmaceutical                    Co.                    and each purchaser signatory thereto dated as of April 14, 2004.                    (Filed as                    Exhibit 4.12 to the company's 10-QSB for the quarter ended March                    31, 2004                    and incorporated herein by reference.)                                                                                                                                                                                                        |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| +4.3                     |   | Form                    of Registration Rights Agreement entered into by and among IMCOR                    Pharmaceutical Co. Oxford Bioscience Partners IV L.P., MRNA Fund                    II L.P.                    and Mi3 LP dated April 19, 2004. (Filed as Exhibit 4.15 to the                    company's                    10-QSB for the quarter ended March 31, 2004 and incorporated                    herein by                    reference.)                                                                                                                                                     |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| +4.4                     |   | Form                    of Registration Rights Agreement entered into by and between                    IMCOR                    Pharmaceutical Co. and Bristol-Myers Squibb Medical Imaging,                    Inc. dated as                    of October 29, 2004. (Filed as Exhibit 10.3 to the company's                    8-K filed on                    November 4, 2004 and incorporated herein by reference.)                                                                                                                                                                                              |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| +4.5                     |   | Registration                    Rights Agreement entered into as of November 12, 2002                    by and among                    IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.),                    Mi3 L.P.,                    Oxford Bioscience Partners IV L.P., MRNA Fund II L.P.                    and Tannebaum,                    LLC. (Filed as Exhibit D to the company's Proxy Statement                    on                    Form DEFM 14A dated September 12, 2002 and                    incorporated                    herein by reference.) |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| +4.6   |   | Form                      of Registration Rights Agreement dated as of December 30,                      2002                      entered into by and between IMCOR Pharmaceutical Co. (f/k/a                      Photogen                      Technologies, Inc.) and each of Oxford Bioscience Partners IV                      L.P., MRNA Fund II L.P., DMG Legacy Institutional Fund                      LLC, DMG                      Legacy Fund LLC, and DMG Legacy International Ltd. (Filed as                      Exhibit 10.7 to the company's Annual Report on Form 10-K                      for                      dated December 31, 2002 and incorporated herein by                      reference.) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| +4.7   |   | Incentive                      Stock Option Award Agreement entered into by and between IMCOR                      Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.)                      and                      Taffy J. Williams, Ph.D. dated May 17, 2000.                      (Filed as                      Exhibit 10.4 to the company's Current Report on Form 8-K                      dated                      May 17, 2001 and incorporated herein by                      reference.)                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| +4.8   |   | Incentive                      Stock Option Award Agreement entered into by IMCOR Pharmaceutical                      Co.                      (f/k/a Photogen Technologies, Inc.) and Brooks Boveroux                      dated                      August 1, 2000. (Filed as Exhibit 10.13 to the                      company's Annual                      Report on Form 10-K dated December 31, 2000 and                      incorporated                      herein by reference.)                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| +4.9   |   | Warrant                      to Purchase Shares of Common Stock dated October 20,                      1999 between                      IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.)                      and Élan                      International Services, Ltd. (Filed as Exhibit 10.9                      to the company's                      Quarterly Report on Form 10-QSB for the quarter ended                      September 30, 1999 and incorporated herein by                      reference.)                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| +4.10  |   | Warrant                      Agreement dated as of November 12, 2002 between Broadmark                      Capital LLC                      and IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.).                      (Filed as Exhibit 10.27 to the company's Annual Report                      on                      Form 10-K for the year ended December 31, 2002                      and incorporated                      herein by reference.)                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| +4.11  |   | Non-Qualified                      Stock Option Award Agreement dated as of January 14,                      2004 by and                      between IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies,                      Inc.) and                      Taffy J. Williams, Ph.D. (Filed as Exhibit 4.11 to the                      company's                      Annual Report on Form 10-KSB for the year ended December 31,                      2003 and                      incorporated herein by reference.)                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| +4.12  |   | Form                      of Senior Secured Promissory Note dated June 4, 2004 between                      IMCOR                      Pharmaceutical Co. and Xmark Fund, L.P. (Filed as Exhibit 4.12                      to the                      company's registration statement on Form SB-2 filed on August                      3, 2004 and                      incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| +4.13  |   | Form                      of Senior Secured Promissory Note dated June 4, 2004 between                      IMCOR                      Pharmaceutical Co. and Xmark Fund, Ltd. (Filed as Exhibit 4.13                      to the                      company's registration statement on Form SB-2 filed on August                      3, 2004 and                      incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| +9.1   |   | Voting,                      Drag-Along and Right of First Refusal Agreement entered into                      as of                      November 12, 2002 by and among Robert J. Weinstein, M.D.,                      Stuart P. Levine, Tannebaum, LLC, Mi3 L.P., Oxford Bioscience                      Partners IV L.P. and MRNA Fund II L.P. (Filed                      as Exhibit G                      to the company's Proxy Statement on Form DEFM 14A                      dated                      September 12, 2002 and incorporated herein by                      reference.)                                                                                                            |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| +10.1  |   | Letter                        Agreement entered into as of August 29, 2002 by and                        between IMCOR                        Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.)                        and Clinical                        Regulatory Strategies, LLC (Filed as Exhibit 10.2                        to the company's                        quarterly report on Form 10-Q for the quarter ended                        September 30, 2002 and incorporated herein by                        reference.)                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.3  |   | Form                        of Indemnification Agreement entered into by and between                        IMCOR                        Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.)                        and each                        Director and Senior Vice President of the company. (Filed                        as                        Exhibit 10.13 to the company's Annual Report on Form 10-K                        for                        dated December 31, 2002 and incorporated herein by                        reference.)                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.5  |   | License                        Agreement effective as of September 30, 1999 between                        The General                        Hospital Corporation and Photogen, Inc. (Filed as                        Exhibit 10.7                        to the company's Quarterly Report on Form 10-QSB for                        the quarter                        ended September 30, 1999 and incorporated herein by                        reference.)                        Confidential portions of this exhibit were redacted.                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.6  |   | Forbearance                        Agreement dated June, 2004 by and between IMCOR Pharmaceutical                        Co. and                        Philips Medical Capital, LLC. (Filed as Exhibit 10.22 to                        the company's                        registration statement on Form SB-2 filed on August 3, 2004                        and                        incorporated herein by reference.)                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.7  |   | Exchange                        Agreement dated as of June 4, 2004 by and among IMCOR Pharmaceutical                        Co.,                        Xmark Fund, L.P., Xmark Fund Ltd., Oxford Bioscience Partners                        IV L.P.,                        MRNA Fund II, L.P. and Mi3 L.P. (Filed as Exhibit 10.23 to                        the company's                        registration statement on Form SB-2 filed on August 3, 2004                        and                        incorporated herein by reference.)                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.8  |   | Single-Tenant                        Industrial Lease dated November 7, 1997 by and between WHAMC                        Real Estate                        Limited Partnership and Alliance Pharmaceutical Co. (Filed                        as Exhibit 10.1                        to the company's quarterly report on Form 10-QSB for the                        quarter ended                        September 30, 2004 and incorporated herein by                        reference.)                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.9  |   | Landlord                        Consent to Assignment and Assumption dated as of June 18,                        2003 by and                        among IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies,                        Inc.),                        EOP-Industrial Portfolio, L.L.C. and Alliance Pharmaceutical                        Corp. (Filed                        as Exhibit 10.2 to the company's quarterly report on Form                        10-QSB for the                        quarter ended September 30, 2004 and incorporated herein                        by                        reference.) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.10 |   | Equipment                        Lease between Picker Financial Group, L.L.C. and Photogen, Inc.                        dated                        October 25, 1999. (Filed as Exhibit 10.37 to                        the company's                        Annual Report on Form 10-KSB for the year ended December 31,                        1999 and incorporated herein by reference.)                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.11 |   | Going                        Forward Agreement dated as of May 2, 2003 by and among                        IMCOR                        Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.),                        Xmark Fund,                        L.P., and Xmark Fund, Ltd. (Filed as Exhibit 10.1                        to the company's                        8-K filed on June 20, 2003 and incorporated herein                        by                        reference.)                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.12 |   | Security                        Agreement dated as of June 18, 2003 by and among IMCOR                        Pharmaceutical                        Co. (f/k/a Photogen Technologies, Inc.), Xmark Fund,                        L.P. and Xmark                        Fund, Ltd. (Filed as Exhibit 10.2 to the company's                        8-K filed on                        June 20, 2003 and incorporated herein by                        reference.)                                                                                                                                                        |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| +10.13 |   | Patent                          and Trademark Security Agreement dated as of June 18,                          2003 by and                          among IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.),                          Xmark Fund, L.P., and Xmark Fund, Ltd. (Filed as Exhibit 10.3                          to the                          company's 8-K filed on June 20, 2003 and incorporated                          herein by                          reference.)                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| +10.14 |   | Security                          Agreement dated as of June 18, 2003 by and among                          IMCOR Pharmaceutical                          Co. (f/k/a Photogen Technologies, Inc.), Oxford                          Bioscience                          Partners IV L.P., MRNA Fund II L.P. and Mi3                          LP. (Filed as                          Exhibit 10.5 to the company's 8-K filed on                          June 20, 2003                          and incorporated herein by reference.)                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| +10.15 |   | Patent                          and Trademark Security Agreement dated as of as of June 18,                          2003 by                          and among IMCOR Pharmaceutical Co. (f/k/a Photogen                          Technologies, Inc.), Oxford Bioscience Partners                          IV L.P., MRNA                          Fund II L.P. and Mi3 LP. (Filed as Exhibit 10.6                          to the company's                          8-K filed on June 20, 2003 and incorporated herein                          by                          reference.)                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| +10.16 |   | Equipment                          Lease dated as of June 18, 2003 by and between IMCOR                          Pharmaceutical                          Co. (f/k/a Photogen Technologies, Inc.) and Baxter                          Healthcare                          Corporation. (Filed as Exhibit 10.8 to the company's                          8-K filed on                          June 20, 2003 and incorporated herein by                          reference.)                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| +10.17 |   | Letter                          Agreement dated as of August 18, 2003 by and among                          IMCOR                          Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.),                          Xmark Fund,                          Ltd. and Xmark Fund, L.P. (Filed as Exhibit 10.1                          to the company's                          Form 8-K filed on August 20, 2003 and incorporated                          herein by                          reference.)                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| +10.18 |   | Amended                          and Restated Letter Agreement dated February 8, 2005 by                          and between IMCOR                          Pharmaceutical Co. and Jack DeFranco. (Filed as Exhibit                          10.18 to the                          company’s Form 10-KSB dated March 31, 2005 and incorporated herein                          by                          reference.)                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| +10.19 |   | Letter                          Agreement dated July 23, 2003 by and between IMCOR                          Pharmaceutical Co.                          (f/k/a Photogen Technologies, Inc.) and Taffy J. Williams, Ph.D.                          (Filed as Exhibit 10.5 to the company's Form 10-QSB                          for the                          quarter ended September 30, 2003 and incorporated                          herein by                          reference).                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| +10.20 |   | Form                          of Letter Agreement by and between IMCOR Pharmaceutical                          Co. (f/k/a                          Photogen Technologies, Inc.) and each outside director.                          (Filed as                          Exhibit 10.20 to the Company's Form 10-KSB for the year                          ended December 31,                          2003 and incorporated herein by reference.)                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| +10.21 |   | License                          Agreement dated December 16, 2003 by and between                          IMCOR Pharmaceutical                          Co. (f/k/a Photogen Technologies, Inc.) and Kyosei Pharmaceutical                          Co. Ltd.                          Confidential portions of this exhibit were redacted. (Filed                          as                          Exhibit 10.1 to the company's report on Form 8-K                          filed on                          December 18, 2003 and incorporated herein by                          reference.)                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| +10.22 |   | Termination                          Agreement dated June 9, 2004 by and among IMCOR Pharmaceutical                          Co. (f/k/a/                          Photogen Technologies, Inc.), Élan Corporation, plc, Élan Pharma                          International Ltd., Élan International Services, Ltd., and Sentigen, Ltd.                          Confidential portions of this exhibit were redacted. (Filed                          as Exhibit                          10.11 to the company's quarterly report on Form 10-QSB                          for the quarter                          ended September 30, 2004 and incorporated herein by                          reference.) |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| +10.23 |   | License                            Agreement dated June 9, 2004 between IMCOR Pharmaceutical                            Co. (f/k/a                            Photogen Technologies, Inc.) and Élan Pharma International Ltd.                            Confidential portions of this exhibit were redacted.                            (Filed as Exhibit                            10.12 to the company's quarterly report on Form 10-QSB                            for the quarter                            ended September 30, 2004 and incorporated herein by                            reference.)                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| +10.24 |   | Letter                            Agreement dated June 9, 2004 by and among IMCOR Pharmaceutical                            Co. (f/k/a                            Photogen Technologies, Inc.), Élan Drug Delivery, Inc. and Élan Pharma                            International Ltd. Confidential Portions of this exhibit                            were redacted.                            (Filed as Exhibit 10.13 to the company's quarterly report                            on Form 10-QSB                            for the quarter ended September 30, 2004 and incorporated                            herein by                            reference.)                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| +10.25 |   | Letter                            Agreement dated June 27, 2004 by and between IMCOR Pharmaceutical                            Co. and                            Brian M. Gallagher. (Filed as Exhibit 10.14 to the company's                            quarterly                            report on Form 10-QSB for the quarter ended June 30,                            2004.)                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| +10.26 |   | Cross                            License Agreement dated as of October 29, 2004 by and                            between                            Bristol-Myers Squibb Medical Imaging, Inc. and IMCOR                            Pharmaceutical Co.                            Confidential portions of this exhibit were redacted.                            (Filed as Exhibit                            10.1 to the company's 8-K filed on November 4, 2004 and                            incorporated                            herein by reference.)                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| +10.27 |   | License                            Agreement originally dated as of September 23, 1997 amended                            and restated                            in its entirety as of February 22, 2002 by and between                            Alliance                            Pharmaceutical Corp. and Schering Aktiengesellschaft.                            Confidential                            portions of this exhibit were redacted. (Filed as Exhibit                            10.1 to the                            company's quarterly report on Form 10-QSB for the quarter                            ended September                            30, 2004 and incorporated herein by reference.)                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| +10.28 |   | Settlement                            and Worldwide License Agreement dated as of January 31,                            2001 by and among                            Bracco International B.V., Schering Aktiengesellschaft                            and Alliance                            Pharmaceutical Corp. Confidential portions of this exhibit                            were redacted.                            (Filed as Exhibit 10.2 to the company's quarterly report                            on Form 10-QSB                            for the quarter ended September 30, 2004 and incorporated                            herein by                            reference.)                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| *10.29 |   | Amended                            and Restated Supply Agreement dated as of October 8,                            2003 by and between                            Genzyme Corporation and IMCOR Pharmaceutical Co. (f/k/a                            Photogen                            Technologies, Inc.). (Certain information in this exhibit                            was omitted and                            filed separately with the Securities and Exchange Commission                            pursuant to a                            confidential treatment request under Rule 24B-2 of the                            Securities Exchange                            Act of 1934, as amended.)                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| +10.30 |   | Amendment                            and Assignment Agreement dated as of August 18, 2003                            by and among IMCOR                            Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.),                            Cardinal Health                            411, Inc., Cardinal Health 105, Inc. (f/k/a CORD Logistics,                            Inc., n/k/a                            Cardinal Specialty Pharmacy Distribution) and Alliance                            Pharmaceutical Co.                            Confidential portions of this exhibit were redacted.                            (Filed as Exhibit                            10.4 to the Company's 10-QSB filed on November 20,                            2003.) |

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|                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *10.31                                                    |   | Exclusive                            Distribution Agreement dated as of April 1, 2002 by and                            between Alliance                            Pharmaceutical Co. and CORD Logistics, Inc. (n/k/a Cardinal                            Specialty                            Pharmacy Distribution). (Certain information in this                            exhibit was omitted                            and filed separately with the Securities and Exchange                            Commission pursuant                            to a confidential treatment request under Rule 24B-2                            of the Securities                            Exchange Act of 1934, as amended.) |
|                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| +14                                                       |   | Code                            of Ethics for Principal Executive and Senior Financial                            Officers effective                            as of December 31, 2004. (Filed as Exhibit 14 to the                            company’s Form 10-KSB                            dated March 31, 2005 and incorporated herein by                            reference.)                                                                                                                                                                                                                                                                                                                                  |
|                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| +21                                                       |   | List                            of subsidiaries of the company (Filed as Exhibit 21                            to the company's                            Form 10-K for the year ended December 31,                            2002 and incorporated                            herein by reference.)                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| *31.1                                                     |   | Certification                            of Principal Executive Officer pursuant to Section 302                            of the                            Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| *31.2                                                     |   | Certification                            of Principal Financial Officer pursuant to Section 302                            of the                            Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                      |
| *+*                            Incorporated by Reference. |
| ***Filed                            herewith.             |
|                                                      |

**(b)**
**Reports        On Form 8-K.**

|   | 1. | On                  October 29, 2004, we filed a Current Report on Form 8-K announcing                  a                  non-exclusive, cross-licensing agreement with Bristol-Myers Squibb                  covering ultrasound contrast agent                  patents. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | On                  November 4 ,2004, we filed a Current Report on Form 8-K announcing                  the                  License Agreement, Securities Purchase Agreement and Registration                  Rights                  Agreement with Bristol-Myers Squibb. The Form 8-K also provided                  the terms                  of our Certificate of Designation, Preferences and Rights for our                  newly                  issued Series A Preferred                  Stock. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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**SIGNATURES**

|                                    |                                    |                                  |
|-----------------------------------------|-----------------------------------------|---------------------------------------|
|                                    | IMCOR                Pharmaceutical Co. |
|                               |                               |                             |
| Date: July                21, 2005 | By:                           | /s/ Jack                DeFranco |
|                                    | Jack                DeFranco            |
|                                    | Chief                Operating Officer  |

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**EXHIBIT        INDEX**

|  **EXHIBIT****NO.** |   | **DESCRIPTION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| +2.1                     |   | Asset                    Purchase Agreement dated as of June 10, 2003 by and between IMCOR                    Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.)                    and Alliance                    Pharmaceutical Corp. (Filed as Exhibit 2.1 to the company's                    Form 8-K dated June 20, 2003 and incorporated herein                    by                    reference.)                                                                                                                                                                                                                                                                                |
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| +3.1                     |   | Articles                    of Incorporation of IMCOR Pharmaceutical Co., as amended. (Filed                    as                    Exhibit 3.1 to the company’s Form 10-KSB dated March 31, 2005 and                    incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| +3.2                     |   | Certificate                    of Designation, Preferences and Rights of Series A Preferred                    Stock.                    (Filed as part of Exhibit 3.1 to the company's 8-K filed                    on November                    11, 2004 and incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                                                                                       |
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| +3.3                     |   | Amended                    and Restated Bylaws of IMCOR Pharmaceutical Co. (Filed as Exhibit C                    to the company's Information Statement on Form DEF 14C                    dated                    December 23, 2002 and incorporated herein by                    reference.)                                                                                                                                                                                                                                                                                                                                                                                                     |
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| +4.1                     |   | Form                    of Registration Rights Agreement entered into by and between                    IMCOR                    Pharmaceutical Co. and each purchaser signatory thereto dated                    April 14,                    2004. (Filed as Exhibit 4.13 to the company's 10-QSB for the                    quarter ended                    March 31, 2004 and incorporated herein by reference.)                                                                                                                                                                                                                                                                                               |
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| +4.2                     |   | Form                    of Warrant Agreement entered into by and between IMCOR Pharmaceutical                    Co.                    and each purchaser signatory thereto dated as of April 14, 2004.                    (Filed as                    Exhibit 4.12 to the company's 10-QSB for the quarter ended March                    31, 2004                    and incorporated herein by reference.)                                                                                                                                                                                                                                                                                                     |
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| +4.3                     |   | Form                    of Registration Rights Agreement entered into by and among IMCOR                    Pharmaceutical Co. Oxford Bioscience Partners IV L.P., MRNA Fund                    II L.P.                    and Mi3 LP dated April 19, 2004. (Filed as Exhibit 4.15 to the                    company's                    10-QSB for the quarter ended March 31, 2004 and incorporated                    herein by                    reference.)                                                                                                                                                                                                                                                  |
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| +4.4                     |   | Form                    of Registration Rights Agreement entered into by and between                    IMCOR                    Pharmaceutical Co. and Bristol-Myers Squibb Medical Imaging,                    Inc. dated as                    of October 29, 2004. (Filed as Exhibit 10.3 to the company's                    8-K filed on                    November 4, 2004 and incorporated herein by reference.)                                                                                                                                                                                                                                                                                           |
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| +4.5                     |   | Registration                    Rights Agreement entered into as of November 12, 2002                    by and among                    IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.),                    Mi3 L.P.,                    Oxford Bioscience Partners IV L.P., MRNA Fund II L.P.                    and Tannebaum,                    LLC. (Filed as Exhibit D to the company's Proxy Statement                    on                    Form DEFM 14A dated September 12, 2002 and                    incorporated                    herein by reference.)                                                                                              |
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| +4.6                     |   | Form                    of Registration Rights Agreement dated as of December 30,                    2002                    entered into by and between IMCOR Pharmaceutical Co. (f/k/a Photogen                    Technologies, Inc.) and each of Oxford Bioscience Partners IV                    L.P., MRNA Fund II L.P., DMG Legacy Institutional Fund                    LLC, DMG                    Legacy Fund LLC, and DMG Legacy International Ltd. (Filed as                    Exhibit 10.7 to the company's Annual Report on Form 10-K                    for                    dated December 31, 2002 and incorporated herein by                    reference.) |

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| +4.7   |   | Incentive                      Stock Option Award Agreement entered into by and between IMCOR                      Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.)                      and                      Taffy J. Williams, Ph.D. dated May 17, 2000.                      (Filed as                      Exhibit 10.4 to the company's Current Report on Form 8-K                      dated                      May 17, 2001 and incorporated herein by                      reference.)                                                                                                            |
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| +4.8   |   | Incentive                      Stock Option Award Agreement entered into by IMCOR Pharmaceutical                      Co.                      (f/k/a Photogen Technologies, Inc.) and Brooks Boveroux                      dated                      August 1, 2000. (Filed as Exhibit 10.13 to the                      company's Annual                      Report on Form 10-K dated December 31, 2000 and                      incorporated                      herein by reference.)                                                                                                                              |
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| +4.9   |   | Warrant                      to Purchase Shares of Common Stock dated October 20,                      1999 between                      IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.)                      and Élan                      International Services, Ltd. (Filed as Exhibit 10.9                      to the company's                      Quarterly Report on Form 10-QSB for the quarter ended                      September 30, 1999 and incorporated herein by                      reference.)                                                                                          |
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| +4.10  |   | Warrant                      Agreement dated as of November 12, 2002 between Broadmark                      Capital LLC                      and IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.).                      (Filed as Exhibit 10.27 to the company's Annual Report                      on                      Form 10-K for the year ended December 31, 2002                      and incorporated                      herein by reference.)                                                                                                                                                    |
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| +4.11  |   | Non-Qualified                      Stock Option Award Agreement dated as of January 14,                      2004 by and                      between IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies,                      Inc.) and                      Taffy J. Williams, Ph.D. (Filed as Exhibit 4.11 to the                      company's                      Annual Report on Form 10-KSB for the year ended December 31,                      2003 and                      incorporated herein by reference.)                                                                                                            |
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| +4.12  |   | Form                      of Senior Secured Promissory Note dated June 4, 2004 between                      IMCOR                      Pharmaceutical Co. and Xmark Fund, L.P. (Filed as Exhibit 4.12                      to the                      company's registration statement on Form SB-2 filed on August                      3, 2004 and                      incorporated herein by reference.)                                                                                                                                                                                                                                       |
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| +4.13  |   | Form                      of Senior Secured Promissory Note dated June 4, 2004 between                      IMCOR                      Pharmaceutical Co. and Xmark Fund, Ltd. (Filed as Exhibit 4.13                      to the                      company's registration statement on Form SB-2 filed on August                      3, 2004 and                      incorporated herein by reference.)                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| +9.1   |   | Voting,                      Drag-Along and Right of First Refusal Agreement entered into                      as of                      November 12, 2002 by and among Robert J. Weinstein, M.D.,                      Stuart P. Levine, Tannebaum, LLC, Mi3 L.P., Oxford Bioscience                      Partners IV L.P. and MRNA Fund II L.P. (Filed                      as Exhibit G                      to the company's Proxy Statement on Form DEFM 14A                      dated                      September 12, 2002 and incorporated herein by                      reference.) |
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| +10.1  |   | Letter                      Agreement entered into as of August 29, 2002 by and                      between IMCOR                      Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.)                      and Clinical                      Regulatory Strategies, LLC (Filed as Exhibit 10.2 to                      the company's                      quarterly report on Form 10-Q for the quarter ended                      September 30, 2002 and incorporated herein by                      reference.)                                                                                                 |

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|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| +10.3  |   | Form                        of Indemnification Agreement entered into by and between                        IMCOR                        Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.)                        and each                        Director and Senior Vice President of the company. (Filed                        as                        Exhibit 10.13 to the company's Annual Report on Form 10-K                        for                        dated December 31, 2002 and incorporated herein by                        reference.)                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.5  |   | License                        Agreement effective as of September 30, 1999 between                        The General                        Hospital Corporation and Photogen, Inc. (Filed as                        Exhibit 10.7                        to the company's Quarterly Report on Form 10-QSB for                        the quarter                        ended September 30, 1999 and incorporated herein by                        reference.)                        Confidential portions of this exhibit were redacted.                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.6  |   | Forbearance                        Agreement dated June, 2004 by and between IMCOR Pharmaceutical                        Co. and                        Philips Medical Capital, LLC. (Filed as Exhibit 10.22 to                        the company's                        registration statement on Form SB-2 filed on August 3, 2004                        and                        incorporated herein by reference.)                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.7  |   | Exchange                        Agreement dated as of June 4, 2004 by and among IMCOR Pharmaceutical                        Co.,                        Xmark Fund, L.P., Xmark Fund Ltd., Oxford Bioscience Partners                        IV L.P.,                        MRNA Fund II, L.P. and Mi3 L.P. (Filed as Exhibit 10.23 to                        the company's                        registration statement on Form SB-2 filed on August 3, 2004                        and                        incorporated herein by reference.)                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.8  |   | Single-Tenant                        Industrial Lease dated November 7, 1997 by and between WHAMC                        Real Estate                        Limited Partnership and Alliance Pharmaceutical Co. (Filed                        as Exhibit 10.1                        to the company's quarterly report on Form 10-QSB for the                        quarter ended                        September 30, 2004 and incorporated herein by                        reference.)                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.9  |   | Landlord                        Consent to Assignment and Assumption dated as of June 18,                        2003 by and                        among IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies,                        Inc.),                        EOP-Industrial Portfolio, L.L.C. and Alliance Pharmaceutical                        Corp. (Filed                        as Exhibit 10.2 to the company's quarterly report on Form                        10-QSB for the                        quarter ended September 30, 2004 and incorporated herein                        by                        reference.) |
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| +10.10 |   | Equipment                        Lease between Picker Financial Group, L.L.C. and Photogen, Inc.                        dated                        October 25, 1999. (Filed as Exhibit 10.37 to                        the company's                        Annual Report on Form 10-KSB for the year ended December 31,                        1999 and incorporated herein by reference.)                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.11 |   | Going                        Forward Agreement dated as of May 2, 2003 by and among                        IMCOR                        Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.),                        Xmark Fund,                        L.P., and Xmark Fund, Ltd. (Filed as Exhibit 10.1                        to the company's                        8-K filed on June 20, 2003 and incorporated herein                        by                        reference.)                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| +10.12 |   | Security                        Agreement dated as of June 18, 2003 by and among IMCOR                        Pharmaceutical                        Co. (f/k/a Photogen Technologies, Inc.), Xmark Fund,                        L.P. and Xmark                        Fund, Ltd. (Filed as Exhibit 10.2 to the company's                        8-K filed on                        June 20, 2003 and incorporated herein by                        reference.)                                                                                                                                                        |
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| +10.13 |   | Patent                        and Trademark Security Agreement dated as of June 18,                        2003 by and                        among IMCOR Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.),                        Xmark Fund, L.P., and Xmark Fund, Ltd. (Filed as Exhibit 10.3                        to the                        company's 8-K filed on June 20, 2003 and incorporated                        herein by                        reference.)                                                                                                                                  |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| +10.14 |   | Security                          Agreement dated as of June 18, 2003 by and among                          IMCOR Pharmaceutical                          Co. (f/k/a Photogen Technologies, Inc.), Oxford                          Bioscience                          Partners IV L.P., MRNA Fund II L.P. and Mi3                          LP. (Filed as                          Exhibit 10.5 to the company's 8-K filed on                          June 20, 2003                          and incorporated herein by reference.)                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| +10.15 |   | Patent                          and Trademark Security Agreement dated as of as of June 18,                          2003 by                          and among IMCOR Pharmaceutical Co. (f/k/a Photogen                          Technologies, Inc.), Oxford Bioscience Partners                          IV L.P., MRNA                          Fund II L.P. and Mi3 LP. (Filed as Exhibit 10.6                          to the company's                          8-K filed on June 20, 2003 and incorporated herein                          by                          reference.)                                                                                                        |
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| +10.16 |   | Equipment                          Lease dated as of June 18, 2003 by and between IMCOR                          Pharmaceutical                          Co. (f/k/a Photogen Technologies, Inc.) and Baxter                          Healthcare                          Corporation. (Filed as Exhibit 10.8 to the company's                          8-K filed on                          June 20, 2003 and incorporated herein by                          reference.)                                                                                                                                                                                                                           |
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| +10.17 |   | Letter                          Agreement dated as of August 18, 2003 by and among                          IMCOR                          Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.),                          Xmark Fund,                          Ltd. and Xmark Fund, L.P. (Filed as Exhibit 10.1                          to the company's                          Form 8-K filed on August 20, 2003 and incorporated                          herein by                          reference.)                                                                                                                                                                                 |
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| +10.18 |   | Amended                          and Restated Letter Agreement dated February 8, 2005 by                          and between IMCOR                          Pharmaceutical Co. and Jack DeFranco. (Filed as Exhibit                          10.18 to the                          company’s Form 10-KSB dated March 31, 2005 and incorporated herein                          by                          reference.)                                                                                                                                                                                                                                                                                            |
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| +10.19 |   | Letter                          Agreement dated July 23, 2003 by and between IMCOR                          Pharmaceutical Co.                          (f/k/a Photogen Technologies, Inc.) and Taffy J. Williams, Ph.D.                          (Filed as Exhibit 10.5 to the company's Form 10-QSB                          for the                          quarter ended September 30, 2003 and incorporated                          herein by                          reference).                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| +10.20 |   | Form                          of Letter Agreement by and between IMCOR Pharmaceutical                          Co. (f/k/a                          Photogen Technologies, Inc.) and each outside director.                          (Filed as                          Exhibit 10.20 to the Company's Form 10-KSB for the year                          ended December 31,                          2003 and incorporated herein by reference.)                                                                                                                                                                                                                                                                     |
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| +10.21 |   | License                          Agreement dated December 16, 2003 by and between                          IMCOR Pharmaceutical                          Co. (f/k/a Photogen Technologies, Inc.) and Kyosei Pharmaceutical                          Co. Ltd.                          Confidential portions of this exhibit were redacted. (Filed                          as                          Exhibit 10.1 to the company's report on Form 8-K                          filed on                          December 18, 2003 and incorporated herein by                          reference.)                                                                                                 |
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| +10.22 |   | Termination                          Agreement dated June 9, 2004 by and among IMCOR Pharmaceutical                          Co. (f/k/a/                          Photogen Technologies, Inc.), Élan Corporation, plc, Élan Pharma                          International Ltd., Élan International Services, Ltd., and Sentigen, Ltd.                          Confidential portions of this exhibit were redacted. (Filed                          as Exhibit                          10.11 to the company's quarterly report on Form 10-QSB                          for the quarter                          ended September 30, 2004 and incorporated herein by                          reference.) |
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| +10.23 |   | License                          Agreement dated June 9, 2004 between IMCOR Pharmaceutical                          Co. (f/k/a                          Photogen Technologies, Inc.) and Élan Pharma International Ltd.                          Confidential portions of this exhibit were redacted. (Filed                          as Exhibit                          10.12 to the company's quarterly report on Form 10-QSB                          for the quarter                          ended September 30, 2004 and incorporated herein by                          reference.)                                                                                                                         |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| +10.24 |   | Letter                            Agreement dated June 9, 2004 by and among IMCOR Pharmaceutical                            Co. (f/k/a                            Photogen Technologies, Inc.), Élan Drug Delivery, Inc. and Élan Pharma                            International Ltd. Confidential Portions of this exhibit                            were redacted.                            (Filed as Exhibit 10.13 to the company's quarterly report                            on Form 10-QSB                            for the quarter ended September 30, 2004 and incorporated                            herein by                            reference.)                                                                                                 |
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| +10.25 |   | Letter                            Agreement dated June 27, 2004 by and between IMCOR Pharmaceutical                            Co. and                            Brian M. Gallagher. (Filed as Exhibit 10.14 to the company's                            quarterly                            report on Form 10-QSB for the quarter ended June 30,                            2004.)                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| +10.26 |   | Cross                            License Agreement dated as of October 29, 2004 by and                            between                            Bristol-Myers Squibb Medical Imaging, Inc. and IMCOR                            Pharmaceutical Co.                            Confidential portions of this exhibit were redacted.                            (Filed as Exhibit                            10.1 to the company's 8-K filed on November 4, 2004 and                            incorporated                            herein by reference.)                                                                                                                                                                                                                 |
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| +10.27 |   | License                            Agreement originally dated as of September 23, 1997 amended                            and restated                            in its entirety as of February 22, 2002 by and between                            Alliance                            Pharmaceutical Corp. and Schering Aktiengesellschaft.                            Confidential                            portions of this exhibit were redacted. (Filed as Exhibit                            10.1 to the                            company's quarterly report on Form 10-QSB for the quarter                            ended September                            30, 2004 and incorporated herein by reference.)                                                     |
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| +10.28 |   | Settlement                            and Worldwide License Agreement dated as of January 31,                            2001 by and among                            Bracco International B.V., Schering Aktiengesellschaft                            and Alliance                            Pharmaceutical Corp. Confidential portions of this exhibit                            were redacted.                            (Filed as Exhibit 10.2 to the company's quarterly report                            on Form 10-QSB                            for the quarter ended September 30, 2004 and incorporated                            herein by                            reference.)                                                                              |
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| *10.29 |   | Amended                            and Restated Supply Agreement dated as of October 8,                            2003 by and between                            Genzyme Corporation and IMCOR Pharmaceutical Co. (f/k/a                            Photogen                            Technologies, Inc.). (Certain information in this exhibit                            was omitted and                            filed separately with the Securities and Exchange Commission                            pursuant to a                            confidential treatment request under Rule 24B-2 of the                            Securities Exchange                            Act of 1934, as amended.)                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| +10.30 |   | Amendment                            and Assignment Agreement dated as of August 18, 2003                            by and among IMCOR                            Pharmaceutical Co. (f/k/a Photogen Technologies, Inc.),                            Cardinal Health                            411, Inc., Cardinal Health 105, Inc. (f/k/a CORD Logistics,                            Inc., n/k/a                            Cardinal Specialty Pharmacy Distribution) and Alliance                            Pharmaceutical Co.                            Confidential portions of this exhibit were redacted.                            (Filed as Exhibit                            10.4 to the Company's 10-QSB filed on November 20,                            2003.) |
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| *10.31 |   | Exclusive                            Distribution Agreement dated as of April 1, 2002 by and                            between Alliance                            Pharmaceutical Co. and CORD Logistics, Inc. (n/k/a Cardinal                            Specialty                            Pharmacy Distribution). (Certain information in this                            exhibit was omitted                            and filed separately with the Securities and Exchange                            Commission pursuant                            to a confidential treatment request under Rule 24B-2                            of the Securities                            Exchange Act of 1934, as amended.)                                                   |

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| +14                                                       |   | Code                            of Ethics for Principal Executive and Senior Financial                            Officers effective                            as of December 31, 2004. (Filed as Exhibit 14 to the                            company’s Form 10-KSB                            dated March 31, 2005 and incorporated herein by                            reference.) |
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| +21                                                       |   | List                            of subsidiaries of the company (Filed as Exhibit 21                            to the company's                            Form 10-K for the year ended December 31,                            2002 and incorporated                            herein by reference.)                                                                         |
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| *31.1                                                     |   | Certification                            of Principal Executive Officer pursuant to Section 302                            of the                            Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                 |
|                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| *31.2                                                     |   | Certification                            of Principal Financial Officer pursuant to Section 302                            of the                            Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                 |
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|                                                      |
| *+*                            Incorporated by Reference. |
| ***                            Filed herewith.            |
|                                                      |

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