Business Transfer Agreement



 Exhibit 10.74 
 BUSINESS TRANSFER AGREEMENT 
 This BUSINESS TRANSFER AGREEMENT (this “Agreement”) is
made and entered into on February 28, 2006 by and among MOLECULAR IMAGING CORPORATION, a Delaware corporation (“MIC”), MOLECULAR
IMAGING CYCLOTRON LLC, a Delaware limited liability company (“MIC LLC” and, with MIC collectively, the “MIC Parties”), and P.E.T.NET
PHARMACEUTICALS, INC., a Tennessee corporation doing business as PETNET SOLUTIONS (“PETNET”). 
 BACKGROUND 
 A. MIC LLC has operated a facility for the production of Biomarkers
(as defined in Section 6.01 hereof) at 11388 Sorrento Valley Road, San Diego, CA 92121 (the “Facility”), and has made payments to UCSD for equipment provided by the Regents of the University of California, a California
constitutional corporation acting on behalf of its San Diego campus (“UCSD”) certain assets required for the operation of the Facility to produce Biomarkers (the “Assets”). 
 B. On the Effective Date, PETNET has acquired the Assets from UCSD and has entered into a commercial lease for the Facility with BC Sorrento, LLC, the
landlord for the Facility. 
 C. The MIC Parties and PETNET desire to resolve certain issues relating to the winding-up of the business
conducted by MIC LLC from the Facility and the relationship between PETNET and the MIC Parties from and after the Effective Date (as defined in Section 5.01 hereof). 
 AGREEMENT 
 THEREFORE, in consideration of the mutual benefits to be derived therefrom and of the
respective mutual covenants and agreements hereinafter set forth, the MIC Parties and PETNET (each, a “Party”; collectively, the “Parties”) hereby agree as follows: 
 1. Business Transfer 
  

	1.01.	Assignment of Contracts 

 From and after the
Effective Date, MIC LLC hereby unconditionally and absolutely assigns, transfers, sets over, and conveys to PETNET all of MIC LLC’s right, title, and interest in, to and under each of the Contracts (as defined in Section 6.01 hereof), and
the outstanding offers or solicitations made by or to MIC LLC to enter into any Contract, identified on Schedule I hereto (the “Assigned Contracts”) , free and clear of all Encumbrances. MIC LLC agrees that PETNET has
the right to negotiate settlements on behalf of MIC LLC for “back-up” doses MIC was obligated to provide under the “Assigned Contracts”. 
  

	1.02.	Assumption 

 From and after the Effective Date,
PETNET hereby unconditionally and absolutely (a) accepts the assignment of MIC LLC’s rights, titles, and interests as set forth in Section 1.01 hereof; and (b) assumes and agrees to satisfy and discharge, as they become due, all
liabilities under the Assigned Contracts. PETNET also has the right to renegotiate the Assigned Contracts with terms favorable to PETNET. 
  

	1.03.	Royalty 

 As additional consideration for the
assignment of the Assigned Contracts, PETNET agrees to pay MIC LLC, or its assignees, a royalty of five percent (5%) of Net Sales of Biomarkers to the former MIC customers identified on Schedule II hereto (the “Protected
Customers”) during the period beginning on the Effective Date and ending on the third anniversary thereof (the “Post-Transfer Period”). For purposes of this Section 1.03, “Net Sales” means total
revenues received by PETNET from the sale of Biomarkers to the Protected Customers, less (a) rebates or refunds paid; (b) credits for claims, allowances, recalls or returns for spoiled, damaged or outdated goods (excluding any obligations
assumed by PETNET as provided in Section 2.03); (c) license fees or taxes paid or due any third party in connection with the sale of Biomarkers; and (d) transportation costs. Upon written notice to 

  

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PETNET, MIC LLC may assign to its members the right to receive the royalty payments under this Agreement, and PETNET shall make such payments as provided in
such notice. 
  

	1.04.	Non-Competition 

 As additional consideration for
the assumption of the Assigned Contracts, MIC hereby agrees that, during the Post-Transfer Period, neither the MIC Parties nor their Affiliates (as defined in Section 6.01 hereof) (a) shall have an equity interest in a Person that provides
commercial Biomarkers to MIC Parties or (b) shall enter, directly or indirectly, into any agreement or arrangement with any Person (as defined in Section 6.01 hereof) other than PETNET or its Affiliates for, or invest in, own shares in or
lend money to any Person involved in, the production, distribution or sale of commercial Biomarkers within the United States of America. Upon any Person becoming entitled to exercise control, as that term is defined in Section 6.01(a) hereof,
over more than 50% of the outstanding capital stock or other securities entitled to vote in the election of directors of MIC, or the sale of all or substantially all of the assets of MIC to a Person who was not an Affiliate of MIC immediately prior
to the closing of such transaction (a “Change of Control”), MIC shall have the right to terminate the provisions of this Section 1.04, upon written notice to PETNET on or after the closing of the transaction that results in a
Change of Control. 
 2. Additional Agreements 
  

	2.01.	Possession of Assigned Contracts 

 Immediately
following the execution of this Agreement, MIC LLC shall take all steps necessary to put PETNET, its successors or assigns, in actual possession and operating control of the Assigned Contracts, including but not limited to delivery to PETNET of the
original versions or true copies of all such Assigned Contracts. 
  

	2.02.	Transition Services 

 Upon PETNET’s written
request, MIC LLC shall arrange to provide consultative radiation protection services to PETNET to support the transfer of MIC LLC’s radioactive materials (“RAM”) license obligations to PETNET while PETNET applies for and
obtains its own RAM license and registration for the Cyclotron. In the event that PETNET wishes to obtain such services, MIC LLC and PETNET will enter into a services agreement for the services on mutually agreeable terms and conditions. 

 

	2.03.	Historical Supply of Biomarkers 

 MIC LLC and PETNET
acknowledge that MIC LLC has a historical financial obligation to MIC LLC’s FDG customers for FDG purchased from other suppliers when MIC LLC was unable to provide FDG. For each customer, the amount of this obligation is set forth on
Schedule III hereto. MIC LLC agrees that PETNET will act on its behalf in negotiating settlements to MIC LLC’s former customers in accordance with the applicable provisions of the Assigned Contracts. 
  

	2.04.	Transition Supply of Biomarkers 

 From
December 5, 2005 to the Effective Date (the “Transition Period”), PETNET has supplied and will supply Biomarkers to MIC customers, including the Protected Customers. MIC and PETNET agree that PETNET shall retain all revenues
received by PETNET for such sales of Biomarkers, and the provisions of Section 1.03 shall not apply to such sales. 
  

	2.05.	Transition Expense Reimbursement 

 Not later than 30
days after December 5, 2005 and each month thereafter until the first to occur of (x) the Closing or (y) the mutual termination of discussions regarding the Contemplated Transactions, PETNET shall pay MIC LLC the amount of MIC
LLC’s out-of-pocket expenses for the operation of the Facility during the Transition Period. PETNET and MIC agree that such expenses are equal to $24,596 per calendar month or portion thereof from December 5, 2005 to January 31, 2006,
and $20,022 per calendar month or portion thereof after January 31, 2006, during the Transition Period, and that this amount represents the daily cost of: 
 (a) The salaries and benefits costs of two full-time employees employed by MIC for the operation of the Facility; and 
  

 EXHIBIT A 
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 (b) The pro rata portion of the total lease and utility expenses incurred by MIC for the entire
Facility attributable to the portion of the Facility used for the production of Biomarkers. 
  

	2.06.	Supply Agreement 

 On the Effective Date, PETNET and
MIC shall enter into one or more Confidential Biomarker Supply Agreements, in substantially the form attached hereto as Exhibit A (the “Supply Agreements”), providing for MIC to purchase clinical Biomarkers (as defined
in Section 6.01 hereof) exclusively from PETNET after the Closing Date. For supply of Biomarkers to locations within the San Diego Market (as defined in Section 6.01 hereof), the price of FDG in any Supply Agreement shall not exceed the
price of $190 per dose for a 1-15 mCi dose, with a periodic negotiation of such pricing after January 1, 2007. For supply of Biomarkers to locations not within the San Diego Market, (a) PETNET shall present MIC with a proposed Supply
Agreement including commercial Biomarker pricing; (b) MIC shall accept the Supply Agreement or provide evidence satisfactory to PETNET of lower competitive pricing available to MIC from PETNET competitors (which lower competitive pricing shall
be the total as-delivered price of Biomarkers); (c) if MIC provides such evidence, PETNET shall have the unilateral option to meet the competitor’s price; and (d) if PETNET elects to meet the competitor’s price, then MIC shall
accept the Supply Agreement and such lower price. The provisions of this Section 2.06 shall apply to each Covered Scanner (as defined in Section 6.01 hereof) now owned or operated by MIC or acquired or operated by MIC during the
Post-Transfer Period. PETNET shall have no obligation to supply a specific Biomarker to any location operated by MIC if PETNET does not routinely supply such Biomarker from a PETNET facility within reasonable proximity to the MIC location. Each
Supply Agreement shall provide that MIC may terminate such Supply Agreement in the event of any Change of Control, upon written notice to PETNET on or after the closing of the transaction that results in a Change of Control. Upon written notice
thereof to PETNET, MIC may fulfill its rights and obligations under this Section 2.06 through any Affiliate, with the result that a Supply Agreement would be entered into by PETNET and the specified Affiliate. MIC shall not be deemed to have
breached its obligations under this Section 2.06 by virtue of any Contract for the purchase of Biomarkers by MIC from any Person other than PETNET that is in force on the date of this Agreement; provided, that MIC shall use its
commercially reasonable efforts to terminate any such Contract at the first commercially reasonable opportunity. 
  

	2.07.	Sublease 

 On the Effective Date, PETNET and MIC
shall enter into a Sublease (the “Sublease”) pursuant to which PETNET shall lease to MIC, and MIC shall lease from PETNET, a designated portion of the Facility which may be used by MIC as its corporate headquarters and for certain
of its medical imaging operations as mutually agreed, substantially in accordance with the terms set forth on Schedule IV. The Parties estimate that PETNET will occupy approximately 33% of the total available space in the Facility. MIC’s
leased area will be approximately 53% of the total leased space 
 3. Representations and Warranties of MIC Parties 
 As a material inducement to PETNET to enter into this Agreement, the MIC Parties hereby jointly and severally represent and warrant to PETNET as follows:

  

	3.01.	Organization; Authority 

 MIC is a corporation duly
incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to
own or use, and to perform all its obligations hereunder. MIC LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its
business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of MIC Parties,
enforceable against each of the MIC Parties in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting 

  

 EXHIBIT A 
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the enforcement of creditors’ rights generally. Upon the execution and delivery by MIC of the Supply Agreement, the Sublease, and each other agreement,
certificate, contract, document, or instrument to be executed or delivered pursuant hereto or thereto (collectively, the “Transaction Documents”), each of the Transaction Documents to which an MIC Party is a party will constitute
the legal, valid and binding obligation of such MIC Party, enforceable against such MIC Party in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. Each MIC Party has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and,
at the Effective Date, the Transaction Documents to which such MIC Party is a party and to perform its obligations with respect to the transactions contemplated hereby and thereby (the “Contemplated Transactions”), and such action
has been duly authorized by all necessary action by the MIC Parties. 
  

	3.02.	No Conflict or Consents 

 (a) Neither the execution
and delivery of this Agreement nor, at the Effective Date, the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): 
 (i) Breach (A) any provision of any of the Governing Documents (as defined in Section 6.01 hereof) of any of the MIC Parties,
(B) any resolution adopted by the board of directors or the stockholders of MIC, or (C) any resolution adopted by the members of MIC LLC; 
 (ii) Breach or give any Governmental Authority (as defined in Section 6.01 hereof) or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under
any Law (as defined in Section 6.01 hereof) or any Order (as defined in Section 6.01 hereof) to which a MIC Party or the Assigned Contracts may be subject; 
 (iii) Contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental
Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization (as defined in Section 6.01 hereof) that is held by any MIC Party or that otherwise relates to the Assigned Contracts; 
 (iv) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or payment under, or to cancel, terminate or modify, any Assigned Contract; or 
 (v) Result in
the imposition or creation of any Encumbrance (as defined in Section 6.01 hereof) upon or with respect to any of the Assigned Contracts. 
 (b) Except as otherwise required under the Operating Agreement of MIC LLC and as may be required in connection with the transfer of the RAM license, MIC LLC is not required to give any notice to or obtain any Consent (as defined in
Section 6.01 hereof) from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. 
  

	3.03.	Assigned Contracts 

 MIC LLC represents and warrants
to PETNET that the Assigned Contracts, as identified on Schedule I hereto, are all of the Contracts under which MIC and its Affiliates, including MIC LLC, supply Biomarkers 1 to any Person within the San Diego Market. 
  

	3.04.	Certain Proceedings 

 There is no pending Proceeding
(as defined in Section 6.01 hereof) that has been commenced against any of the MIC Parties that challenges, or may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To
the MIC Parties’ knowledge, no such Proceeding has been threatened. 
  

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	3.05.	Brokers or Finders 

 MIC Parties has not incurred
any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the Contemplated Transactions. 
 4. Representations and Warranties of PETNET 
 As a material inducement to the MIC Parties to enter into this Agreement, PETNET hereby represents and warrants to the MIC Parties as follows: 
  

	4.01.	Organization; Authority 

 PETNET is a corporation
duly incorporated, validly existing and in good standing under the laws of the State of Tennessee, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports
to own or use, and to perform all its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of PETNET, enforceable against PETNET in accordance with its terms, except as such enforceability may be limited by the
availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. Upon the execution and delivery by PETNET of the
Transaction Documents, each of the Transaction Documents to which PETNET is a party will constitute the legal, valid and binding obligation of such PETNET, enforceable against PETNET in accordance with its terms, except as such enforceability may be
limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. PETNET has the absolute and
unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Documents to which PETNET is a party and to perform its obligations with respect to the transactions contemplated hereby and thereby (the
“Contemplated Transactions”), and such action has been duly authorized by all necessary action by PETNET. 
  

	4.02.	No Conflict or Consents 

 (a) Neither the execution
and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): 
 (i) Breach (A) any provision of any of the Governing Documents of PETNET or (B) any resolution adopted by the board of directors
of PETNET; 
 (ii) Breach or give any Governmental Authority or other Person the right to challenge any of the Contemplated
Transactions or to exercise any remedy or obtain any relief under any Law or any Order to which PETNET may be subject; or 
 (iii) Contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental
Authorization that is held by PETNET; 
 (b) Except as may be required in connection with the transfer of the RAM license, PETNET is not
required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. 
  

	4.03.	Certain Proceedings 

 There is no pending Proceeding
that has been commenced against PETNET that challenges, or may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To PETNET’s knowledge, no such Proceeding has been
threatened. 
  

	4.04.	Brokers or Finders 

 PETNET has not incurred any
obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the Contemplated Transactions. 
  

 EXHIBIT A 
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 5. Closing; Effective Date 
  

	5.01.	Effective Date 

 The effective date of this
Agreement (the “Effective Date”) shall be the earliest date on which all of the following conditions are satisfied: 
 (a)
MIC LLC has delivered to PETNET possession and control of the Assigned Contracts in accordance with Section 2.01 of this Agreement, as determined by PETNET in its reasonable discretion; 
 (b) PETNET and MIC both have executed the Supply Agreement in accordance with Section 2.06 of this Agreement; 
 (c) PETNET and MIC both have executed the Sublease in accordance with Section 2.07 of this Agreement; 
 (d) PETNET has entered into a commercial lease for the Facility with BC Sorrento, LLC, on rental and other terms satisfactory to PETNET in its reasonable
discretion; 
 (e) PETNET has satisfactorily executed a purchase agreement with UCSD for the title of the cyclotron and other equipment
required by PETNET to begin commercial production of Biomarkers; 
 (f) The MIC Parties have satisfactorily executed a equipment sublease
termination agreement and modification of the asset purchase agreement with UCSD relating to the cyclotron and MIC LLC; and 
 (g) MIC LLC
shall have completed all necessary actions required under its operating agreement for the Contemplated Transactions. 
  

	5.02.	Closing 

 The closing of the Contemplated
Transactions (the “Closing”) shall take place at the offices of PETNET, 810 Innovation Drive, Knoxville, TN 37932 commencing at 10:00 a.m. Eastern Time on the Effective Date. The Closing shall be deemed to have been completed as of
5:00 p.m. Eastern Time on the Effective Date. Subject to the provisions of Section 5.03 hereof, failure to consummate the Contemplated Transactions on the date and time and at the place determined pursuant to this Section 5.02 will not
result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. In such a situation, the Closing will occur as soon as practicable, subject to Section 5.03. 
  

	5.03.	Termination 

 In the event that the conditions
specified in Section 5.01 of this Agreement have not been satisfied on or before 11:59 p.m. Eastern Time on February 28, 2006, this Agreement automatically shall terminate and become of no further force or effect, and title to the Assigned
Contracts shall remain vested in MIC; provided, that such termination shall not relieve PETNET of its obligations under Section 2.05 to the extent that such obligations have accrued prior to the effective time of the termination of this
Agreement pursuant to this Section 5.03; and provided further, that PETNET shall be relieved of its obligations under Section 2.05 if the only condition not satisfied prior to termination of this Agreement pursuant to this
Section 5.03 is the condition set forth in Section 5.01(g). 
 6. Definitions and Interpretation 
  

	6.01.	Definitions 

 For the purposes of this Agreement,
the following terms have the following meanings: 
 (a) “Affiliate” means with respect to any specified Person, any Person
that directly or through one or more intermediaries controls or is controlled by or is under common control with the specified Person; for the purposes of this Section 6.01(a), the term “control” means the possession, directly
or indirectly, of the power to 

  

 EXHIBIT A 
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direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

 (b) “Biomarker” means a positron-emitting probe used in positron emission tomography (“PET”) procedures,
whether such probe (i) is used for diagnosis or treatment of disease or for research purposes or (ii) consists of a molecular compound, including 2-deoxy-2-[18F]fluoro-D-glucose (“FDG”), or an atomic isotope of an element, including [18F] fluorine (“F-18”), [13N] nitrogen (“N-13”), [15O] oxygen (“O-15”), and [11C] carbon (“C-11”). 
 (c) “Consent” means any approval, consent, ratification, waiver, or other authorization. 
 (d) “Contract” means any agreement, contract, lease of real or personal property, consensual obligation, promise, or undertaking, whether written or oral and whether express or implied. 
 (e) “Covered Scanner” means a PET scanner (including for these purposes scanners combining PET with other modalities such as computed
tomography (“PET/CT”) and dedicated PET scanners) owned or operated by MIC, or by a Person in which MIC holds a business interest pursuant to a Contract, anywhere in the United States of America. 
 (f) “Encumbrance” means any charge, claim, community or other marital property interest, condition, equitable interest, lien, option,
pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest),
transfer, receipt of income or exercise of any other attribute of ownership. 
 (g) “Governing Documents” means, with
respect to any particular entity, (i) if a corporation, its articles or certificate of incorporation and its bylaws; (ii) if a general partnership, its partnership agreement and any statement of partnership; (iii) if a limited
partnership, its limited partnership agreement and its certificate of limited partnership; (iv) if a limited liability company, its articles of organization and its operating agreement; (v) if another type of Person, any other charter or
similar document adopted or filed in connection with its creation, formation or organization; (vi) all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other
agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equityholders of any Person; and (vii) any amendment or supplement to any of the foregoing.

 (h) “Governmental Authority” means any (i) nation, state, county, city, town, borough, village, district or other
jurisdiction; (ii) federal, state, local, municipal, foreign or other government; (iii) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other
entity exercising governmental or quasi-governmental powers); (iv) multinational organization or body; (v) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or
taxing authority or power; or (vi) official of any of the foregoing. 
 (i) “Governmental Authorization” means any
Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law. 
 (j) “Law” means any local, county, state, federal, foreign or other law, statute, regulation, ordinance, rule, order, decree, judgment,
consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any Governmental Authority. 
 (k) “Order” means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator. 
 (l) “Ordinary Course of Business” means an action that (i) is consistent in nature, scope and magnitude with the past practices of
a Person and is taken in the ordinary course of the normal, day-to-day operations of such Person; (ii) does not require authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising
similar authority) and does not require any other separate or special authorization of any nature; and (iii) is similar in nature, scope and magnitude to actions customarily taken, 

  

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without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of
business as such Person. 
 (m) “Person” means an individual, partnership, corporation, business trust, limited liability
company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Authority. 
 (n) “Proceeding” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal,
whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator. 
 (o) “San Diego Market” means the territory within the radius of 120 miles from the address of the Facility on the Effective Date. 
 Terms defined in other provisions of this Agreement have the meanings given in those provisions. 
  

	6.02.	Rules of Interpretation 

 (a) Each term defined in
the singular form in this Agreement means the plural thereof whenever the plural form is used, and each term defined in the plural form means the singular thereof whenever the singular form is used. The use of a pronoun of any gender is applicable
to all genders. 
 (b) Unless otherwise specified therein, all terms defined in this Agreement have the meanings as so defined herein when
used in any other certificate, report or document made or delivered pursuant hereto. 
 (c) The words “hereof,”
“herein,” “hereunder” and similar terms when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection, schedule, and exhibit
references herein are references to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified. 
 (d) A reference to any agreement, document or instrument refers to the agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and as permitted herein. 
 (e) Except as otherwise specified, a reference to any applicable law refers to the law as amended, modified, codified, replaced or reenacted, in whole or
in part, and in effect from time to time, and to any rules and regulations promulgated thereunder; and a reference to any section or other provision of any applicable law refers to that provision of the law from time to time in effect and
constituting the substantive amendment, modification, codification, replacement or reenactment of the referenced section or other provision. 
 (f) The words “including” and “include” mean including without limiting the generality of any description preceding such term, the phrase “may not” is prohibitive and not permissive, and
the word “or” is not exclusive. 
 (g) All accounting terms not specifically defined herein shall be construed in accordance
with generally accepted accounting principles of the United States, consistently applied throughout the relevant period. 
 (h) Unless
otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from but excluding” and the words “to” and “until” each means
“to and including.” 
  

	6.03.	Headings 

 The headings preceding the text of the
sections of this Agreement and the exhibits hereto are for convenience only and shall not be deemed part of this Agreement. 
  

 EXHIBIT A 
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	6.04.	Construction 

 The language used in this Agreement
shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any Party. 
 7. General Provisions 
  

	7.01.	Notices 

 All notices, consents, requests, waivers
and other communications required or permitted under this Agreement shall be in writing, shall be in the English language, and shall be deemed to have been made (x) upon actual receipt, when given by hand or confirmed facsimile transmission,
(y) one day after delivery to the carrier, when given by overnight delivery service or (z) two days after mailing, when given by first-class registered or certified mail, postage prepaid, return receipt requested; in any case to the
following address, or to such other address as a Party, by notice to the other Party given pursuant to this Section 7.01, may designate from time to time: 
  

					
	(a)	    	If to PETNET, to:	    	P.E.T.Net Pharmaceuticals, Inc.
		    		    	Attention: Vice President PETNET Solutions
		    		    	810 Innovation Drive
		    		    	Knoxville, Tennessee 37932-2552
		    		    	Fax: 865.218.3001
			
		    	with a copy to:	    	Siemens Medical Solutions USA, Inc.
		    		    	Attention: Legal Department
		    		    	810 Innovation Drive
		    		    	Knoxville, Tennessee 37932-2552
		    		    	Fax: 865.218.2760
			
	(b)	    	If to MIC, to:	    	Molecular Imaging Corporation
		    		    	9530 Towne Centre Drive, Suite 120
		    		    	San Diego, California 92121
		    		    	Attention: Kenneth C. Frederick
		    		    	Fax: (858) 642—0052

  

	7.02.	Governing Law; Arbitration 

 (a) This Agreement
shall be governed and construed in accordance with the internal laws of the State of Tennessee as applied to contracts made and performed within the State of Tennessee, without regard to the principles thereof regarding resolution of conflicts of
law. 
 (b) Any dispute or controversy arising out of or under or in connection therewith or in relation with this Agreement which cannot be
settled by the parties or their legal representatives, shall be determined and settled by arbitration pursuant to the then-existing rules of the American Arbitration Association. Any award rendered therein shall be final and binding upon each and
all of the parties and their successors in interest, and a judgment thereon may be entered in any court of competent jurisdiction. The costs of any such proceeding shall be paid by the party instigating the arbitration unless such party is declared
by the arbitrator to be substantially successful in securing the award of the determination sought by such party in such proceedings, in which event the costs of such proceedings shall be paid by the unsuccessful party or parties. The arbitrator may
award reasonable attorney’s fees to the prevailing party. 
 (c) In the event any proceeding is brought by one party against another to
enforce or for breach of any of the provisions of this Agreement, the prevailing party shall be entitled in such proceedings to recover its reasonable attorney’s fees together with the costs of such proceeding therein incurred. 
 (d) NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY LOSS OF USE, REVENUE OR ANTICIPATED PROFITS, OR FOR ANY INCIDENTAL, UNFORESEEN, SPECIAL PUNITIVE


  

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OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS. 
  

	7.03.	Entire Agreement 

 This Agreement, including the
Schedules attached hereto and incorporated as integral parts hereof, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all previous agreements by and between MIC Parties and PETNET, if
any, as well as any and all proposals, oral or written, and all negotiations, conversations or discussions heretofore had between the parties related to this Agreement. PETNET acknowledges that it has not been induced to enter into this agreement by
any representations or statements, oral or written, not expressly contained herein. 
  

	7.04.	Amendment 

 No amendments, modifications, or
extensions of this Agreement shall be binding or effective unless submitted in writing and executed by both Parties hereto. 
  

	7.05.	Non-waiver 

 No failure on the part of either Party
hereto to exercise and no unreasonable delay by either Party hereto in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any right by either Party hereto exclude any other
or future exercise of such right or the exercise of any other right of such Party hereunder. 
  

	7.06.	Severability 

 In the event that any of the terms of
this Agreement are in conflict with any rule of law or statutory provision or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms shall be deemed stricken from this Agreement, but such
invalidity or unenforceability shall not invalidate any of the other terms of this Agreement shall continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial violence to, or where the invalid or
unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of this Agreement. 
  

	7.07.	Counterparts 

 This Agreement may be executed in two
or more counterparts in the English language, and each such counterpart shall be deemed an original hereof but all such counterparts together shall constitute a single agreement. In case of any conflict between the English version and any translated
version of this Agreement, the English version shall govern. 
 *            Signatures appear on following page            * 
  

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 SIGNATURES 
 IN WITNESS WHEREOF, PETNET and the MIC Parties have caused this Agreement to be executed, by and through their respective duly authorized officers, on February 28, 2006. 
  

					
	 MIC:
  
 MOLECULAR IMAGING CORPORATION, a Delaware corporation

			
		 	By:	 	 /s/ Kenneth C. Frederick

		 	 Name:
	 	 Kenneth C. Frederick

		 	 Title:
	 	 Chief Executive Officer

	
	 MIC LLC:
  
 MOLECULAR IMAGING CYCLOTRON LLC, a Delaware limited liability company

		
	By:	 	MOLECULAR IMAGING CORPORATION, a Delaware corporation, its Manager
			
		 	By:	 	 /s/ Kenneth C. Frederick

		 	 Name:
	 	 Kenneth C. Frederick

		 	 Title:
	 	 Chief Executive Officer

	
	 PETNET:
  
 P.E.T. NET PHARMACEUTICALS, INC., a Tennessee corporation doing business as PETNET
SOLUTIONS

			
		 	By:	 	 /s/ Thomas E. Welch

		 	 Name:
	 	 Thomas E. Welch

		 	 Title:
	 	 Vice President PETNET Solutions



  

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