**Exhibit10.7**

 

**REGISTRATIONRIGHTS AGREEMENT**

 

This RegistrationRights Agreement (the “Agreement”) is made and entered into as of this30th day of December, 2002 by and among Photogen Technologies, Inc., a Nevadacorporation (the “Company”), and the undersigned “Purchaser” named inthat certain Common Stock Purchase Agreement, dated of even date herewith byand between the Company and the Purchaser (the “Purchase Agreement”).

 

The parties herebyagree as follows:

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1.                                       CertainDefinitions.  As used in this Agreement,the following terms shall have the following meanings:

 

“Affiliate”means, with respect to any person, any other person which directly orindirectly controls, is controlled by, or is under common control with, suchperson.

 

“Agreement”has the meaning ascribed thereto in the preamble hereof.

 

“Allowed Delay”has the meaning ascribed thereto in Section 2(c)(ii) hereof.

 

“AvailabilityDate” has the meaning ascribed thereto in Section 3(k) hereof.

 

“BlackoutPeriod” has the meaning ascribed thereto in Section 2(c)(i) hereof.

 

“Blue SkyApplication” has the meaning ascribed thereto in Section 6(a)hereof.

 

“Business Day”means a day, other than a Saturday or Sunday, on which banks in New York Cityare open for the general transaction of business.

 

“Closing Price”as of any date means (a) the closing bid price of one share of Common Stock asreported on The Nasdaq SmallCap Market (“Nasdaq”) on such date, (b) ifno closing bid price is available, the average of the high bid and the lowasked price quoted on Nasdaq on such date, or (c) if the shares of Common Stockare not then quoted on Nasdaq, the value of one share of Common Stock on suchdate as shall be determined in good faith by the Board of Directors of theCompany and the Purchaser, provided, that if the Board of Directors ofthe Company and the Purchaser are unable to agree upon the value of a share ofCommon Stock pursuant to this subpart (c), the Company and the Purchaser shalljointly select an appraiser who is experienced in such matters to determine theClosing Price.  The decision of suchappraiser shall be final and conclusive, and the cost of such appraiser shallbe borne one half by the Company and one half by the Purchaser.

 

“Common Stock”shall mean the Company’s common stock, par value $0.001 per share.

 

“Company”has the meaning ascribed thereto in the preamble hereof.

 

“Nasdaq”has the meaning ascribed thereto in the definition of Closing Price above.

 

“Prospectus”shall mean the prospectus included in any Registration Statement, as amended orsupplemented by any prospectus supplement, with respect to the terms of theoffering of any portion of the Registrable Securities covered by suchRegistration Statement and by all other amendments and supplements to theprospectus, including post-effective amendments and all material incorporatedby reference in such prospectus.

 

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“Purchaser”shall mean the Purchaser identified in the Purchase Agreement and any Affiliateor permitted transferee of any Purchaser who is a subsequent holder of any RegistrableSecurities.

 

“PurchaseAgreement” has the meaning ascribed thereto in the preamble hereof.

 

“Register,”“registered” and “registration” refer to a registration made bypreparing and filing a Registration Statement or similar document in compliancewith the 1933 Act, and the declaration or ordering of effectiveness of suchRegistration Statement or document.

 

“RegistrableSecurities” shall mean the shares of Common Stock issuable (i) pursuant tothe Purchase Agreement and (ii) pursuant to the provisions of Sections 2(a)and 2(c) below, and any other securities issued or issuable with respect toor in exchange for Registrable Securities; provided, that, asecurity shall cease to be a Registrable Security upon (A) sale pursuant to aRegistration Statement or Rule 144 under the 1933 Act, or (B) such securitybecoming eligible for sale by the Purchaser pursuant to Rule 144(k).

 

“RegistrationStatement” shall mean any registration statement of the Company filed underthe 1933 Act that covers the resale of any of the Registrable Securitiespursuant to the provisions of this Agreement, amendments and supplements tosuch Registration Statement, including post-effective amendments, all exhibitsand all material incorporated by reference in such Registration Statement.

 

“SEC” meansthe U.S. Securities and Exchange Commission.

 

“1933 Act”means the Securities Act of 1933, as amended, and the rules and regulationspromulgated thereunder.

 

“1934 Act”means the Securities Exchange Act of 1934, as amended, and the rules andregulations promulgated thereunder.

 

2.                                       Registration.

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## (a)                                  Registration Statements. Concurrently with (or included in) the registration statement coveringthe shares of Mi3 L.P., Oxford Bioscience Partners IV L.P. and MRNA Fund II,L.P., the Company shall prepare and file with the SEC one RegistrationStatement on Form S-1 covering the resale of the Registrable Securities in anamount equal to the number of shares of Common Stock issued to the Purchaserpursuant to the Purchase Agreement (or such Registrable Securities may beincluded in a single registration statement also covering other shares ofCommon Stock issued to the aforementioned institutional investors onNovember 12, 2002).  SuchRegistration Statement also shall cover, to the extent allowable under the 1933Act and the rules promulgated thereunder (including Rule 416), suchindeterminate number of additional shares of Common Stock resulting from stocksplits, stock dividends or similar transactions with respect to the RegistrableSecurities.  The Company shall use itsreasonable best efforts to obtain from each person who now has piggybackregistration rights a waiver of those rights with respect to the RegistrationStatement.  The Registration Statement(and each amendment or supplement thereto, and each request for acceleration ofeffectiveness thereof) shall be provided in accordance with Section 3(c)to the Purchaser and their counsel prior to its filing or othersubmission.  If a Registration Statementcovering the Registrable Securities is not filed with the SEC by the daterequired by Mi3 L.P., the Company will make pro rata payments to Purchaser, asliquidated damages and not as a penalty, in an amount equal to 1.5% of theaggregate amount paid by such Purchaser on the Closing Date to the Company forany 30-day period or pro rata for any portion thereof following the date bywhich such Registration Statement should have been filed for which noRegistration Statement is filed with respect to the Registrable Securities.  Such payment shall be made to Purchaser inadditional fully paid

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## and non-assessableshares of Common Stock not later than three (3) Business Days following the endof any 30-day period.  For this purpose,each share of Common Stock shall be deemed to have a value equal to thearithmetic mean of the Closing Prices for the ten (10) trading days beginningtwenty (20) trading days prior to the issuance of such shares.

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## (b)                                 Expenses.  The Companywill pay all expenses associated with each registration hereunder, includingfiling and printing fees, counsel and accounting fees and expenses, costsassociated with clearing the Registrable Securities for sale under applicablestate securities laws, listing fees and the Purchaser’s reasonable expenses inconnection with the registration, but excluding discounts, commissions, fees ofunderwriters, selling brokers, dealer managers or similar securities industryprofessionals with respect to the Registrable Securities being sold.

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## (c)                                  Effectiveness.

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### i.                                          The Company shall use all commerciallyreasonable efforts to have the Registration Statement declared effective assoon as practicable.  If a RegistrationStatement covering the Registrable Securities is not declared effective by the SECwithin sixty (60) days after the initial filing of the Registration Statement(or ninety (90) days after the initial filing of the Registration Statement ifit is reviewed by the SEC), as such period may be extended by Mi3 L.P. (onbehalf of the Purchaser herein) in its reasonable discretion for good cause,then the Company will make pro rata payments to Purchaser, as liquidateddamages and not as a penalty, in an amount equal to 1.5% of the aggregateamount invested by Purchaser in the shares of Common Stock for any 30-dayperiod or pro rata for any portion thereof following the date by which suchRegistration Statement should have been effective (the “Blackout Period”).  Such payments shall be in partialcompensation to the Purchaser, and shall not constitute the Purchaser’sexclusive remedy for such events.  Theamounts payable as liquidated damages pursuant to this paragraph shall be paidmonthly within three (3) Business Days of the last day of each month followingthe commencement of the Blackout Period until the termination of the BlackoutPeriod.  Such payment shall be made toPurchaser in additional fully paid and non-assessable shares of CommonStock.  Each share of Common Stock shallbe deemed to have a value equal to the arithmetic mean of the Closing Pricesfor the ten (10) trading days beginning twenty (20) trading days prior to theissuance of such shares.

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### ii.                                       For not more than twenty (20) consecutivedays or for a total of not more than forty-five (45) days in any twelve (12)month period, the Company may delay the disclosure of material non-publicinformation concerning the Company, by suspending the use of any Prospectusincluded in any registration contemplated by this Section containing suchinformation, the disclosure of which at the time is not, in the good faithopinion of the Company, in the best interests of the Company (an “AllowedDelay”); provided, that the Company shall promptly (a) notify thePurchaser in writing of the existence of (but in no event, without the priorwritten consent of a Purchaser, shall the Company disclose to Purchaser any ofthe facts or circumstances regarding) material non-public information givingrise to an Allowed Delay, and (b) advise the Purchaser in writing to cease allsales under the Registration Statement until the end of the Allowed Delay.

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## (d)                                 Underwritten Offering. If any offering pursuant to a Registration Statement pursuant to Section2(a) hereof involves an underwritten offering, the Company shall have theright to select an investment banker and manager to administer the offering,which investment banker or manager shall be reasonably satisfactory to Mi3 L.P.

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# 3.                                       Company Obligations. The Company will use all commercially reasonable efforts to effect theregistration of the Registrable Securities in accordance with the terms hereof,and pursuant thereto the Company will, as expeditiously as possible:

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## (a)                                  use all commercially reasonable effortsto cause such Registration Statement to become effective and to remaincontinuously effective for a period that will terminate upon the earlier of (i)the date on which all Registrable Securities covered by such RegistrationStatement as amended from time to time, have been sold, and (ii) the date on whichall Registrable Securities covered by such Registration Statement may be soldpursuant to Rule 144(k);

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## (b)                                 prepare and file with the SEC suchamendments and post-effective amendments to the Registration Statement and theProspectus as may be necessary to keep the Registration Statement effective forthe period specified in Section 3(a) hereof and to comply with theprovisions of the 1933 Act and the 1934 Act with respect to the distribution ofall of the Registrable Securities covered thereby;

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## (c)                                  provide copies to and permit counseldesignated by the Purchaser to review each Registration Statement and allamendments and supplements thereto no fewer than seven (7) days prior to theirfiling with the SEC and not file any document to which such counsel reasonablyobjects;

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## (d)                                 furnish to the Purchaser and their legalcounsel (i) promptly after the same is prepared and publicly distributed, filedwith the SEC, or received by the Company (but not later than two (2) BusinessDays after the filing date, receipt date or sending date, as the case may be)one (1) copy of any Registration Statement and any amendment thereto, eachpreliminary prospectus and Prospectus and each amendment or supplement thereto,and each letter written by or on behalf of the Company to the SEC or the staffof the SEC, and each item of correspondence from the SEC or the staff of theSEC, in each case relating to such Registration Statement (other than anyportion of any thereof which contains information for which the Company hassought confidential treatment), and (ii) such number of copies of a Prospectus,including a preliminary prospectus, and all amendments and supplements theretoand such other documents as Purchaser may reasonably request in order tofacilitate the disposition of the Registrable Securities owned by suchPurchaser that are covered by the related Registration Statement;

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## (e)                                  in the event the Company selects anunderwriter for the offering, the Company shall enter into and perform itsreasonable obligations under an underwriting agreement, in usual and customaryform, including, without limitation, customary indemnification and contributionobligations, with the underwriter of such offering;

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## (f)                                    if required by the underwriter, or ifPurchaser is described in the Registration Statement as an underwriter, theCompany shall furnish, on the effective date of the Registration Statement(except with respect to clause (i) below) and on the date that RegistrableSecurities are delivered to an underwriter, if any, for sale in connection withthe Registration Statement (including the Purchaser if deemed to be anunderwriter), (i) (A) in the case of an underwritten offering, an opinion,dated as of the closing date of the sale of Registrable Securities to theunderwriters, from independent legal counsel representing the Company forpurposes of such Registration Statement, in form, scope and substance as iscustomarily given in an underwritten public offering, addressed to theunderwriters and the Purchaser participating in such underwritten offering or(B) in the case of an “at the market” offering, an opinion, dated as of orpromptly after the effective date of the Registration Statement to thePurchaser, from independent legal counsel representing the Company for purposesof such Registration Statement, in form, scope and substance as is customarilygiven in a public offering, addressed to the Purchaser, and (ii) a letter,dated as of the effective date of such Registration Statement and confirmed asof the applicable dates described above, from the Company’s independentcertified public accountants in form and substance as is customarily given byindependent certified public accountants to underwriters in an underwrittenpublic offering, addressed to the underwriters (including the Purchaser ifdeemed to be an underwriter);

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## (g)                                 use all commercially reasonable effortsto (i) prevent the issuance of any stop order or other suspension ofeffectiveness and, (ii) if such order is issued, obtain the withdrawal of anysuch order at the earliest possible moment;

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## (h)                                 prior to any public offering ofRegistrable Securities, use all commercially reasonable efforts to register orqualify or cooperate with the Purchaser and their counsel in connection withthe registration or qualification of such Registrable Securities for offer andsale under the securities or blue sky laws of such jurisdictions requested bythe Purchaser and do any and all other commercially reasonable acts or thingsnecessary or advisable to enable the distribution in such jurisdictions of theRegistrable Securities covered by the Registration Statement;

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## (i)                                     use all commercially reasonable effortsto cause all Registrable Securities covered by a Registration Statement to be listedon each securities exchange, interdealer quotation system or other market onwhich similar securities issued by the Company are then listed;

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## (j)                                     immediately notify the Purchaser, at anytime when a Prospectus relating to Registrable Securities is required to bedelivered under the 1933 Act, upon discovery that, or upon the happening of anyevent as a result of which, the Prospectus included in a RegistrationStatement, as then in effect, includes an untrue statement of a material factor omits to state any material fact required to be stated therein or necessaryto make the statements therein not misleading in light of the circumstancesthen existing, and at the request of any such holder, promptly prepare andfurnish to such holder a reasonable number of copies of a supplement to or anamendment of such Prospectus as may be necessary so that, as thereafterdelivered to the Purchaser of such Registrable Securities, such Prospectusshall not include an untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary to make the statementstherein not misleading in light of the circumstances then existing; and

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## (k)                                  otherwise use commercially reasonableefforts to comply with all applicable rules and regulations of the SEC underthe 1933 Act and the 1934 Act, take such other actions as may be reasonablynecessary to facilitate the registration of the Registrable Securitieshereunder; and make available to its security holders, as soon as reasonablypracticable, but not later than the Availability Date (as defined below), anearnings statement covering a period of at least twelve (12) months, beginningafter the effective date of each Registration Statement, which earningsstatement shall satisfy the provisions of Section 11(a) of the 1933 Act (forthe purpose of this subsection 3(k), “Availability Date” meansthe 45th day following the end of the fourth fiscal quarter that includes theeffective date of such Registration Statement, except that, if such fourth fiscalquarter is the last quarter of the Company’s fiscal year, “Availability Date”means the 90th day after the end of such fourth fiscal quarter).

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# 4.                                       Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspectionand review by the Purchaser, advisors to and representatives of the Purchaser(who may or may not be affiliated with the Purchaser and who are reasonablyacceptable to the Company), any underwriter participating in any disposition ofshares of Common Stock pursuant to a Registration Statement or amendments orsupplements thereto or any blue sky, NASD or other filing, all financial andother records, all SEC Filings (as defined in the Purchase Agreement) and otherfilings with the SEC, and all other corporate documents and properties of theCompany as may be reasonably necessary for the purpose of such review, andcause the Company’s officers, directors and employees, within a reasonable timeperiod, to supply all such information reasonably requested by the Purchaser orany such representative, advisor or underwriter in connection with suchRegistration Statement (including, without limitation, in response to allquestions and other inquiries reasonably made or submitted by any of them),prior to and from time to time after the filing and effectiveness of theRegistration Statement for the sole purpose of enabling the Purchaser and suchrepresentatives, advisors

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# and underwritersand their respective accountants and attorneys to conduct initial and ongoingdue diligence with respect to the Company and the accuracy of such RegistrationStatement.

 

The Company shallnot disclose material nonpublic information to the Purchaser, or to advisors toor representatives of the Purchaser, unless prior to disclosure of suchinformation the Company identifies such information as being material nonpublicinformation and provides the Purchaser, such advisors and representatives withthe opportunity to accept or refuse to accept such material nonpublicinformation for review.

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# 5.                                       Obligations of the Purchaser.

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## (a)                                  Purchaser shall furnish in writing to theCompany such information regarding itself, the Registrable Securities held byit and the intended method of disposition of the Registrable Securities held byit, as shall be reasonably required to effect the registration of suchRegistrable Securities and shall execute such documents in connection with suchregistration as the Company may reasonably request.  At least five (5) Business Days prior to the first anticipatedfiling date of any Registration Statement, the Company shall notify Purchaserof the information the Company requires from Purchaser if Purchaser elects tohave any of the Registrable Securities included in the RegistrationStatement.  Purchaser shall provide suchinformation to the Company at least two (2) Business Days prior to the firstanticipated filing date of such Registration Statement if Purchaser elects tohave any of the Registrable Securities included in the Registration Statement.

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## (b)                                 Purchaser, by its acceptance of theRegistrable Securities, agrees to cooperate with the Company as reasonablyrequested by the Company in connection with the preparation and filing of aRegistration Statement hereunder, unless Purchaser has notified the Company inwriting of its election to exclude all of its Registrable Securities from suchRegistration Statement.

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## (c)                                  In the event the Company, at the requestof the Purchaser, determines to engage the services of an underwriter,Purchaser agrees to enter into and perform its obligations under anunderwriting agreement, in usual and customary form, including, withoutlimitation, customary indemnification and contribution obligations, with themanaging underwriter of such offering and take such other actions as arereasonably required in order to expedite or facilitate the dispositions of theRegistrable Securities.

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## (d)                                 Purchaser agrees that, upon receipt ofany notice from the Company of either (A) the commencement of an Allowed Delaypursuant to Section 2(c)(ii) or (B) the happening of an event pursuantto Section 3(j) hereof, Purchaser will immediately discontinuedisposition of Registrable Securities pursuant to the Registration Statementcovering such Registrable Securities, until the Purchaser’s receipt of thecopies of the supplemented or amended prospectus filed with the SEC anddeclared effective and, if so directed by the Company, the Purchaser shalldeliver to the Company (at the expense of the Company) or destroy (and deliverto the Company a certificate of destruction) all copies in the Purchaser’spossession of the Prospectus covering the Registrable Securities current at thetime of receipt of such notice.

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## (e)                                  Purchaser may not participate in any thirdparty underwritten registration hereunder unless it (i) agrees to sell theRegistrable Securities on the basis provided in any underwriting arrangementsin usual and customary form entered into by the Company, (ii) completes andexecutes all questionnaires, powers of attorney, indemnities, underwritingagreements and other documents reasonably required under the terms of suchunderwriting arrangements, and (iii) agrees to pay its pro rata share of allunderwriting discounts and commissions. Notwithstanding the foregoing, Purchaser shall not be required to makeany representations to such underwriter, other than those with respect toitself and the

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## RegistrableSecurities owned by it, including its right to sell the Registrable Securities,and any indemnification in favor of the underwriter by the Purchaser shall beseveral and not joint and limited in the case of any Purchaser, to the proceedsreceived by Purchaser from the sale of its Registrable Securities.  The scope of any such indemnification infavor of an underwriter shall be limited to the same extent as the indemnityprovided in Section 6(b) hereof.

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# 6.                                       Indemnification.

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## (a)                                  Indemnification by the Company. The Company will indemnify and hold harmless Purchaser and its officers,directors, members, employees and agents, successors and assigns, and eachother person, if any, who controls Purchaser within the meaning of the 1933Act, against any losses, claims, damages or liabilities, joint or several, towhich Purchaser, officer, director, member, or controlling person may becomesubject under the 1933 Act or otherwise, insofar as such losses, claims,damages or liabilities (or actions in respect thereof) arise out of or arebased upon: (i) any untrue statement or alleged untrue statement of anymaterial fact contained in any Registration Statement, any preliminaryprospectus or final prospectus contained therein, or any amendment orsupplement thereof; (ii) any blue sky application or other document executed bythe Company specifically for that purpose or based upon written informationfurnished by the Company filed in any state or other jurisdiction in order toqualify any or all of the Registrable Securities under the securities lawsthereof (any such application, document or information herein called a **“**BlueSky Application**”**); (iii) the omission or alleged omissionto state therein a material fact required to be stated therein or necessary tomake the statements therein not misleading; (iv) any violation by the Companyor its agents of any rule or regulation promulgated under the 1933 Actapplicable to the Company or its agents and relating to action or inactionrequired of the Company in connection with such registration; or (v) anyfailure to register or qualify the Registrable Securities included in any suchRegistration in any state where the Company or its agents has affirmativelyundertaken or agreed in writing that the Company will undertake suchregistration or qualification on Purchaser’s behalf (the undertaking of anyunderwriter chosen by the Company being attributed to the Company) and willreimburse Purchaser, and each such officer, director or member and each suchcontrolling person for any legal or other expenses reasonably incurred by themin connection with investigating or defending any such loss, claim, damage,liability or action; provided, however, that the Company will notbe liable in any such case if and to the extent that any such loss, claim,damage or liability arises out of or is based upon an untrue statement oralleged untrue statement or omission or alleged omission so made in conformitywith information furnished by such Purchaser or any such controlling person inwriting specifically for use in such Registration Statement or Prospectus.

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## (b)                                 Indemnification by the Purchaser. In connection with any registration pursuant to the terms of thisAgreement, Purchaser will furnish to the Company in writing such information asthe Company reasonably requests concerning the holders of RegistrableSecurities or the proposed manner of distribution for use in connection withany Registration Statement or Prospectus and agrees, severally but not jointly,to indemnify and hold harmless, to the fullest extent permitted by law, the Company,its directors, officers, employees, stockholders and each person who controlsthe Company (within the meaning of the 1933 Act) against any losses, claims,damages, liabilities and expense (including reasonable attorney fees) resultingfrom any untrue statement of a material fact or any omission of a material factrequired to be stated in the Registration Statement or Prospectus orpreliminary prospectus or amendment or supplement thereto or necessary to makethe statements therein not misleading, to the extent, but only to the extentthat such untrue statement or omission is contained in any informationfurnished in writing by Purchaser to the Company specifically for inclusion insuch Registration Statement or Prospectus or amendment or supplement thereto.  In no event shall the liability of Purchaserbe greater in amount than the dollar amount of the proceeds (net of all expensepaid by Purchaser and the amount of any damages such holder has otherwise beenrequired to pay by reason of such untrue

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## statement oromission) received by such Purchaser upon the sale of the RegistrableSecurities included in the Registration Statement giving rise to suchindemnification obligation.

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## (c)                                  Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give promptnotice to the indemnifying party of any claim with respect to which it seeksindemnification and (ii) permit such indemnifying party to assume the defenseof such claim with counsel reasonably satisfactory to the indemnified party; providedthat any person entitled to indemnification hereunder shall have the right toemploy separate counsel and to participate in the defense of such claim, butthe fees and expenses of such separate counsel shall be at the expense of suchperson unless (a) the indemnifying party has agreed to pay such fees orexpenses, or (b) the indemnifying party shall have failed to assume the defenseof such claim and employ counsel reasonably satisfactory to such person or (c)in the reasonable judgment of any such person, based upon written advice of itscounsel, a conflict of interest exists between such person and the indemnifyingparty with respect to such claims (in which case, if the person notifies theindemnifying party in writing that such person elects to employ separatecounsel at the expense of the indemnifying party, the indemnifying party shallnot have the right to assume the defense of such claim on behalf of suchperson); and provided, further, that the failure of anyindemnified party to give notice as provided herein shall not relieve theindemnifying party of its obligations hereunder, except to the extent that suchfailure to give notice shall materially adversely affect the indemnifying partyin the defense of any such claim or litigation.  It is understood that the indemnifying party shall not, inconnection with any proceeding in the same jurisdiction, be liable for fees orexpenses of more than one separate firm of attorneys at any time for all suchindemnified parties.  No indemnifyingparty will, except with the consent of the indemnified party, consent to entryof any judgment or enter into any settlement that does not include as an unconditionalterm thereof the giving by the claimant or plaintiff to such indemnified partyof a release from all liability in respect of such claim or litigation.

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## (d)                                 Contribution. If for any reason the indemnification provided for in the precedingparagraphs (a) and (b) is unavailable to an indemnified party or insufficientto hold it harmless, other than as expressly specified therein, then theindemnifying party shall contribute to the amount paid or payable by theindemnified party as a result of such loss, claim, damage or liability in such proportionas is appropriate to reflect the relative fault of the indemnified party andthe indemnifying party, as well as any other relevant equitableconsiderations.  No person guilty offraudulent misrepresentation within the meaning of Section 11(f) of the 1933Act shall be entitled to contribution from any person not guilty of suchfraudulent misrepresentation.  In noevent shall the contribution obligation of a holder of Registrable Securitiesbe greater in amount than the dollar amount of the proceeds (net of allexpenses paid by such holder and the amount of any damages such holder hasotherwise been required to pay by reason of such untrue or alleged untruestatement or omission or alleged omission) received by it upon the sale of theRegistrable Securities giving rise to such contribution obligation.

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# 7.                                       Miscellaneous.

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## (a)                                  Amendments and Waivers. This Agreement may be amended only by a writing signed by the partieshereto.  The Company may take any actionherein prohibited, or omit to perform any act herein required to be performedby it, only if the Company shall have obtained the written consent to suchamendment, action or omission to act, of Purchaser.

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## (b)                                 Notices.  All noticesand other communications provided for or permitted hereunder shall be made asset forth in the Purchase Agreement.

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## (c)                                  Assignments and Transfers by Purchaser. The provisions of this Agreement shall be binding upon and inure to thebenefit of the Purchaser and its successors and assigns.  Purchaser may

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## transfer orassign, in whole or from time to time in part, to one or more persons itsrights hereunder in connection with the transfer of Registrable Securities byPurchaser to such person, provided that Purchaser complies with all lawsapplicable thereto and provides written notice of assignment to the Companypromptly after such assignment is effected.

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## (d)                                 Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operationof law or otherwise) without the prior written consent of Purchaser, provided,however, that the Company may assign its rights and delegate its dutieshereunder to any surviving or successor corporation in connection with a mergeror consolidation of the Company with another corporation, or a sale, transferor other disposition of all or substantially all of the Company’s assets toanother corporation, without the prior written consent of the Purchaser, afternotice duly given by the Company to Purchaser.

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## (e)                                  Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit ofand be binding upon the respective permitted successors and assigns of theparties.  Nothing in this Agreement,express or implied, is intended to confer upon any party other than the partieshereto or their respective successors and assigns any rights, remedies,obligations, or liabilities under or by reason of this Agreement, except asexpressly provided in this Agreement.

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## (f)                                    Counterparts; Faxes. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constituteone and the same instrument.  ThisAgreement may also be executed via facsimile, which shall be deemed an original.

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## (g)                                 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenienceonly and are not to be considered in construing or interpreting this Agreement.

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## (h)                                 Severability. Any provision of this Agreement that is prohibited or unenforceable inany jurisdiction shall, as to such jurisdiction, be ineffective to the extentof such prohibition or unenforceability without invalidating the remainingprovisions hereof but shall be interpreted as if it were written so as to beenforceable to the maximum extent permitted by applicable law, and any suchprohibition or unenforceability in any jurisdiction shall not invalidate orrender unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law,the parties hereby waive any provision of law which renders any provisionshereof prohibited or unenforceable in any respect.

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## (i)                                     Further Assurances. The parties hereto shall execute and deliver all such furtherinstruments and documents and take all such other actions as may reasonably berequired to carry out the transactions contemplated hereby and to evidence thefulfillment of the agreements herein contained.

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## (j)                                     Entire Agreement. This Agreement and the Purchase Agreement (and the Exhibits and Schedulesannexed thereto) are intended by the parties hereto as a final expression oftheir agreement and intended to be a complete and exclusive statement of theagreement and understanding of the parties hereto in respect of the subjectmatter contained herein and therein. This Agreement and the Purchase Agreement supersede all prior agreementsand understandings between the parties with respect to such subject matter.

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## (k)                                  Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with,the internal laws of the Commonwealth of Massachusetts without regard to thechoice of law principles thereof.  Eachof the parties hereto irrevocably submits to the exclusive jurisdiction of thecourts located in Boston, Massachusetts for the purpose of any suit, action,

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## proceeding orjudgment relating to or arising out of this Agreement and the transactionscontemplated hereby.  Service of processin connection with any such suit, action or proceeding may be served on eachparty hereto anywhere in the world by the same methods as are specified for thegiving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction ofany such court in any such suit, action or proceeding and to the laying ofvenue in such court.  Each party heretoirrevocably waives any objection to the laying of venue of any such suit,action or proceeding brought in such courts and irrevocably waives any claimthat any such suit, action or proceeding brought in any such court has beenbrought in an inconvenient forum.

 

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IN WITNESSWHEREOF, the parties have executed this Agreement or caused their dulyauthorized officers to execute this Agreement as of the date first abovewritten.

 
|   | The Company:                 |
|--------|------------------------------|
|   |                         |
|   | PHOTOGEN TECHNOLOGIES,  INC. |
|   |                         |
|   |                         |
|   | By:                          |   |   |
|   | Name:                        |
|   | Title:                       |
|   |                         |
|   |                         |
|   | The Purchaser:               |
|   |                         |
|   | Name:                        |   |   |
|   |                         |
|   | Signature:                   |   |   |
|   |                         |
|   | Title:                       |   |   |
|        |                              |  |  |  |  |  |  |  |

 

11

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