**Exhibit 10.13**

 

[****] Representsmaterial which has been redacted pursuant to a request for confidentialtreatment pursuant to Rule 24B-2 under the Securities Act of 1934, as amended.

 

**EXECUTEDVERSION**

June  9, 2004

 

 

Elan Drug Delivery, Inc.

3000 Horizon Drive

King of Prussia, PA 19406

USA

 

Elan Pharma International Ltd.

WIL House

Shannon Business Park

Shannon

County Clare

Ireland

 

 

The purpose of this Non-BindingTerm Sheet is to set forth certain non-legally binding terms based upon whichElan Corporation plc (**“Elan”**),Elan Pharma International Ltd. (**“EPILShannon”**), Elan Drug Delivery, Inc. (**“EDD”**)and Photogen Technologies Inc. (**“Photogen”**)have agreed, pursuant to Clause 4.2 of a Termination Agreement between Elan,EPIL Shannon, Elan International Services Limited, Photogen and Sentigen Ltd.,to negotiate in good faith the full terms of certain agreements as outlinedbelow.

 

 

Terms for WIN67722:

 

1.                 **License Agreement**

 

EPILShannon shall license the patents listed in Schedule 1 and certain know-how(the **“Elan Licensed Patents and Know-How”**)and the Elan Improvements to Photogen to make and have made, import, use, offerfor sale and sell WIN 67722  for all invivo diagnostic and drug applications (the **License”**).  In consideration of the License, EPIL Shannonshall receive royalties equal to the greater of:

 

1.1           [****]

 

1.2           [****]

 

TheTerm of the License shall be set out in the substantive agreements.

 

The**“Elan Improvements”** shall mean anyand all improvements to the Elan Licensed Patents and Know-How that areconceived, created, 

 

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[****] Represents material which has been redactedpursuant to a request for confidential treatment pursuant to Rule 24B-2 underthe Securities Act of 1934, as amended.

 

developed and/or otherwise invented by Elanand/or Photogen under the License or the Services and Manufacturing Agreement.

 

2.                 **Servicesand Manufacturing Agreement**

 

EDD andPhotogen shall agree the terms of a Services and Manufacturing Agreement toprovide for:

 

2.1                                 [****]

 

2.2                                 [****]

 

2.3                                 [****]

 

3.                 Photogen can acquire certain 2, 10 and60 Liter NanoMillsTM from NanoMill Vendors in collaboration with EDD, to be usedin accordance with the terms and conditions of a license agreement as agreed toby Photogen, NanoMill Vendors and EDD.

 

4.                 Photogen shall grantback to EPILShannon a non-exclusive, royalty free, sublicenseable license to allimprovements made to the Elan Licensed Patents and Know-How.

 

5.             Photogenshall agree to defend and indemnify and hold Elan, EPIL Shannon and EDD andtheir affiliates harmless against any and all claims, damages, losses, or otherliabilities and expenses made or brought against Elan, EPIL Shannon, EDD or anyof their affiliates arising out of or in connection with Photogen’s or itslicensees’ activities in relation to WIN 67722.

 

6.             Photogencan acquire small-scale NanoMillsTM (10 ml, 100ml and MagMill) from EDD at theprice listed in EDD’s current pricing schedule.

 

7.     Confidentiality: 

 

7.1                                 Subjectto the provisions of Clause 7.2, each party together with its servants andagents shall keep secret, carefully guard and maintain as strictly confidentialall confidential information disclosed to it by the other party hereunder andshall not directly or indirectly disclose or release any confidentialinformation to any person or entity other than professional advisers advisingon the proposed transaction without with the prior consent in writing of theother party.

 

For theavoidance of doubt certain trade secrets and enabling know-how classified byElan as “Highly Confidential Information” will be 

 

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shared only under terms to be defined inthe Services and Manufacturing Agreement.

 

Confidentialinformation for the purposes of this Clause 7 shall not include informationwhich:

 

(1)                                  is in the public domain or becomes part of the public domainotherwise than by breach by the recipient party of its confidentialityobligations hereunder; or

 

(2)                                  is in the possession of the recipient party prior to itsbeing provided to it by the other party; or

 

(3)                                  becomesavailable to the recipient party on a non-confidential basis from a third partywho is not bound by confidentiality obligations to the other party with respectto such information; or

 

(4)                                  is independently discovered by the recipient party withoutthe aid, application or use of confidential information.

 

7.2                                 Theprovisions of this Non-Binding Term Sheet shall not prohibit or restrict thedisclosure by either party of information required by law to be filed with, orotherwise provided to any regulatory body, court of law, government agency orauthority in any jurisdiction.

 

7.3                                 Noparty shall disclose the existence of this Non-Binding Term Sheet, the subjectmatter hereof, or the fact that discussions are taking place, nor originate anypublicity, news release or other public announcement, written or oral inrelation hereto, without the prior consent in writing of the other party.

 

8.     Non-LegallyBinding Status;

 

8.1                                 It is agreed by EPILShannon, EDD and Photogen that this Non-Binding Term Sheet shall not be legallybinding between the parties, except clauses 7, 8 and 9 which clauses willbecome legally binding upon execution by the parties of this Term Sheet.

 

8.2                                 Saveas otherwise provided in this clause 8, no legally binding relations relatingto the proposed transaction exist or will exist between any of the partieshereto until such time as formal agreements providing for the proposedtransaction have been negotiated, executed by the parties and delivered.

 

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9.               ThisNon-Binding Term Sheet shall be governed by and construed in accordance withthe laws of the State of New York.

 

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| **SIGNED**on  behalf of Elan Drug Delivery, Inc.:          |
|------------------------------------------------------------|
|                                                       |
|                                                       |   |
|                                                       |
| **Date:**                                                  |
|                                                       |
| **SIGNED**on  behalf of Elan Pharma International Limited: |
|                                                       |
|                                                       |   |
|                                                       |
| **Date**:                                                  |
|                                                       |
| **SIGNED**on  behalf of Photogen Technologies, Inc:        |
|                                                       |
|                                                       |   |
|                                                       |
| **Date:**                                                  |

 

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[****] Represents material which has been redactedpursuant to a request for confidential treatment pursuant to Rule 24B-2 underthe Securities Act of 1934, as amended.

 

SCHEDULE 1

 

ELAN PATENTS 

 

 

[****]

 

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