**Exhibit 10.15**

 

 

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

 

EXERCISABLE ON OR BEFORE AUGUST 9, 2004

 
| No. 3 | 25,000 Warrants |
|-------|-----------------|

 

Warrant Certificate

 

PHOTOGEN TECHNOLOGIES, INC.

 

This WarrantCertificate certifies that FARCAP GROUP, LLC, or registered assigns, is theregistered holder of Warrants expiring August 9, 2004 (the “Warrants”) topurchase Common Stock, par value $0.001 per share (the “Common Stock”), ofPHOTOGEN TECHNOLOGIES, INC., a Nevada corporation (the “Company”).  Each Warrant entitles the holder uponexercise to receive from the Company at any time after the earlier of (1) theconsummation of a Value-added Transaction (as defined in that certainConsulting Agreement dated August 9, 1999 by and between the Company and FarcapGroup, LLC, (the “Consulting Agreement”) or (2) August 9, 2000, and on orbefore 5:00 p.m. Pacific Time on August 9, 2004, one fully paid and nonassessableshare of Common Stock (a “Warrant Share”) at the initial exercise price (the“Exercise Price”) of $1.08 payable in lawful money of the United States ofAmerica upon surrender of this Warrant Certificate and payment of the ExercisePrice at the office of the Company, but only subject to the conditions setforth herein and in the Warrant Agreement referred to herein.  The Exercise Price and number of WarrantShares issuable upon exercise of the Warrants are subject to adjustment uponthe occurrence of certain events set forth in the Warrant Agreement.  Notwithstanding anything herein to thecontrary, the right to exercise these Warrants shall terminate and be of nofurther force and effect if either Farcap or the Company shall terminate theConsulting Agreement effective on August 9, 2000 in accordance with theprovisions of Section 2 of the Consulting Agreement.  This Warrant Certificate is issued and effective upon thesurrender and cancellation of Warrant Certificate No. 1 of which Farcap Group,LLC is the registered holder, with respect to 500,000 Warrant Shares at anExercise Price of $9.45 per share.

 

No Warrant maybe exercised after 5:00 p.m., Pacific Time on August 9, 2004, and to the extentnot exercised by such time such Warrants shall become void.

 

This WarrantCertificate shall be governed and construed in accordance with the internallaws of the State of Tennessee, *provided,however*, that if, as a result of the Company’s incorporation in theState of Nevada the laws of that State should govern a particular issue, theinternal laws of the State of Nevada shall govern that issue.

 

Anycontroversy or claim arising out of or relating to this Agreement, or thealleged breach thereof, shall be settled by binding arbitration in Chicago,Illinois in accordance with the

 

----

 

applicable rules of theAmerican Arbitration Association, and judgment on the award rendered by thearbitrator(s) shall be binding on the parties and may be entered in any courthaving jurisdiction thereof.

 

The Warrantsevidenced by this Warrant Certificate are part of a duly authorized issue ofWarrants expiring August 9, 2004 entitling the holder on exercise to receiveshares of Common Stock, par value $0.001 per share, of the Company (the “CommonStock”), and are issued or to be issued pursuant to a Warrant Agreement datedas of August 9, 1999 (the “Warrant Agreement”), duly executed and delivered bythe Company to Farcap Group, LLC (the “Holder”), which Warrant Agreement ishereby incorporated by reference in and made a part of this instrument and ishereby referred to for a description of the rights, limitation of rights,obligations, duties and immunities thereunder of the Company, the Holder andthe holders (the words “holders” or “holder” meaning the registered holders orregistered holder and any transferee of the registered Holder) of theWarrants.  A copy of the WarrantAgreement may be obtained by the holder hereof upon written request to theCompany.

 

Warrants maybe exercised at any time on or before August 9, 2004.  The holder of Warrants evidenced by this Warrant Certificate mayexercise them by surrendering this Warrant Certificate, with the form ofelection to purchase set forth hereon properly completed and executed, togetherwith payment of the Exercise Price in cash at the office of the Company.  In the event that upon any exercise ofWarrants evidenced hereby the number of Warrants exercised shall be less thanthe total number of Warrants evidenced hereby, there shall be issued to theholder hereof or its assignee a new Warrant Certificate evidencing the numberof Warrants not exercised.  Noadjustment shall be made for any dividends on any Common Stock issuable uponexercise of this Warrant.

 

The WarrantAgreement provides that upon the occurrence of certain events the ExercisePrice set forth on the face hereof may, subject to certain conditions, beadjusted.  If the Exercise Price isadjusted, the Warrant Agreement provides that the number of shares of CommonStock issuable upon the exercise of each Warrant shall be adjusted.  No fractions of a share of Common Stock willbe issued upon the exercise of any Warrant, but the Company will pay the cashvalue thereof determined as provided in the Warrant Agreement.

 

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

 

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

 

The Companymay deem and treat the registered holder(s) thereof as the absolute owner(s) ofthis Warrant Certificate (notwithstanding any notation of ownership or otherwriting hereon made by anyone), for the purpose of any exercise hereof, of anydistribution to the

 

2

----

 

holder(s) hereof, and for allother purposes, and the Company shall not be affected by any notice to thecontrary.  Neither the Warrants nor thisWarrant Certificate entitles any holder hereof to any rights of a stockholderof the Company.

 

3

----

 

IN WITNESSWHEREOF, PHOTOGEN TECHNOLOGIES, INC. has caused this Warrant Certificate to besigned by its President and by its Secretary.

 

 
| Dated:  January 31, 2003 |                         |                               |
|--------------------------|------------------------------|------------------------------------|
|                     |                         |                               |
|                     | PHOTOGEN  TECHNOLOGIES, INC. |                               |
|                     |                         |                               |
|                     |                         |                               |
|                     | By:                          |   /s/  Taffy J. Williams |   |   |
|                     | Name: Taffy  J. Williams     |                               |
|                     | Title:  President            |                               |
|                     |                         |                               |
|                     |                         |                               |
|                     | By :                         |   /s/  Brooks Boveroux   |   |
|                     | Name: Brooks  Boveroux       |                               |
|                     | Title:  Secretary       |                               |
|                          |                              |                                    |  |  |  |  |

 

4

----

 

[Form of Election to Purchase]

 

(To Be Executed Upon Exercise of Warrant)

 

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

 

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

 

5

----

 

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

 

EXERCISABLE ON OR BEFORE AUGUST 9, 2004

 
| No. 4 | 25,000 Warrants |
|-------|-----------------|

 

Warrant Certificate

 

PHOTOGEN TECHNOLOGIES, INC.

 

This WarrantCertificate certifies that FARCAP GROUP, LLC, or registered assigns, is theregistered holder of Warrants expiring August 9, 2004 (the “Warrants”) topurchase Common Stock, par value $0.001 per share (the “Common Stock”), ofPHOTOGEN TECHNOLOGIES, INC., a Nevada corporation (the “Company”).  Each Warrant entitles the holder uponexercise to receive from the Company at any time after August 9, 1999 and on orbefore 5:00 p.m. Pacific Time on August 9, 2004, one fully paid andnonassessable share of Common Stock (a “Warrant Share”) at the initial exerciseprice (the “Exercise Price”) of $1.08 payable in lawful money of the UnitedStates of America upon surrender of this Warrant Certificate and payment of theExercise Price at the office of the Company, but only subject to the conditionsset forth herein and in the Warrant Agreement referred to herein.  The Exercise Price and number of WarrantShares issuable upon exercise of the Warrants are subject to adjustment uponthe occurrence of certain events set forth in the Warrant Agreement.  This Warrant Certificate is issued andeffective upon the surrender and cancellation of Warrant Certificate No. 2 ofwhich Farcap Group, LLC is the registered holder, with respect to 500,000Warrant Shares at an Exercise Price of $9.45 per share.

 

No Warrant maybe exercised after 5:00 p.m., Pacific Time on August 9, 2004, and to the extentnot exercised by such time such Warrants shall become void.

 

This WarrantCertificate shall be governed and construed in accordance with the internallaws of the State of Tennessee, *provided,however*, that if, as a result of the Company’s incorporation in theState of Nevada the laws of that State should govern a particular issue, theinternal laws of the State of Nevada shall govern that issue.

 

Anycontroversy or claim arising out of or relating to this Agreement, or thealleged breach thereof, shall be settled by binding arbitration in Chicago,Illinois in accordance with the applicable rules of the American ArbitrationAssociation, and judgment on the award rendered by the arbitrator(s) shall bebinding on the parties and may be entered in any court having jurisdictionthereof.

 

The Warrantsevidenced by this Warrant Certificate are part of a duly authorized issue ofWarrants expiring August 9, 2004 entitling the holder on exercise to receiveshares of Common

 

6

----

 

Stock, par value $0.001 pershare, of the Company (the “Common Stock”), and are issued or to be issuedpursuant to a Warrant Agreement dated as of August 9, 1999 (the “WarrantAgreement”), duly executed and delivered by the Company to Farcap Group, LLC(the “Holder”), which Warrant Agreement is hereby incorporated by reference inand made a part of this instrument and is hereby referred to for a descriptionof the rights, limitation of rights, obligations, duties and immunitiesthereunder of the Company, the Holder and the holders (the words “holders” or“holder” meaning the registered holders or registered holder and any transfereeof the registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereofupon written request to the Company.

 

Warrants maybe exercised at any time on or before August 9, 2004.  The holder of Warrants evidenced by this Warrant Certificate mayexercise them by surrendering this Warrant Certificate, with the form ofelection to purchase set forth hereon properly completed and executed, togetherwith payment of the Exercise Price in cash at the office of the Company.  In the event that upon any exercise ofWarrants evidenced hereby the number of Warrants exercised shall be less thanthe total number of Warrants evidenced hereby, there shall be issued to theholder hereof or its assignee a new Warrant Certificate evidencing the numberof Warrants not exercised.  Noadjustment shall be made for any dividends on any Common Stock issuable uponexercise of this Warrant.

 

The WarrantAgreement provides that upon the occurrence of certain events the ExercisePrice set forth on the face hereof may, subject to certain conditions, beadjusted.  If the Exercise Price isadjusted, the Warrant Agreement provides that the number of shares of CommonStock issuable upon the exercise of each Warrant shall be adjusted.  No fractions of a share of Common Stock willbe issued upon the exercise of any Warrant, but the Company will pay the cashvalue thereof determined as provided in the Warrant Agreement.

 

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

 

Upon due presentationfor registration of transfer of this Warrant Certificate at the office of theCompany a new Warrant Certificate or Warrant Certificates of like tenor andevidencing in the aggregate a like number of Warrants shall be issued to thetransferee(s) in exchange for this Warrant Certificate, subject to thelimitations provided in the Warrant Agreement, without charge except for anytax or other governmental charge imposed in connection therewith.

 

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

 

7

----

 

IN WITNESSWHEREOF, PHOTOGEN TECHNOLOGIES, INC. has caused this Warrant Certificate to besigned by its President and by its Secretary.

 

 
| Dated:  January 31, 2003 |                         |
|--------------------------|------------------------------|
|                     |                         |
|                     | PHOTOGEN  TECHNOLOGIES, INC. |
|                     |                         |
|                     |                         |
|                     | By:                          |   /s/  Taffy J. Williams |   |
|                     | Name: Taffy  J. Williams     |
|                     | Title:  President            |
|                     |                         |
|                     |                         |
|                     | By :                         |   /s/  Brooks Boveroux |   |
|                     | Name: Brooks  Boveroux       |
|                     | Title:  Secretary       |
|                          |                              |  |  |  |

 

8

----

 

[Form of Election to Purchase]

 

(To Be Executed Upon Exercise of Warrant)

 

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

 

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

 

9

----