<PAGE>

                                                               Exhibit 10.14

                                  CONFIDENTIAL TREATMENT HAS BEEN SOUGHT FOR
                             PORTIONS OF THIS EXHIBIT PURSUANT TO RULE 24B-2
                       UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


                                                              EXECUTION COPY



                                LICENSE AGREEMENT


                                     BETWEEN


                        ELAN PHARMA INTERNATIONAL LIMITED


                                       AND


                               PHOTOGEN NEWCO LTD.


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
         <S>      <C>
         1.       DEFINITIONS

         2.       ELAN LICENSE TO NEWCO

         3.       INTELLECTUAL PROPERTY

         4.       [****]/AFTER ACQUIRED TECHNOLOGY

         5.       FINANCIAL PROVISIONS

         6.       RIGHT OF INSPECTION AND AUDIT

         7.       REPRESENTATIONS AND WARRANTIES

         8.       TERM AND TERMINATION

         9.       CONFIDENTIAL INFORMATION

         10.      GOVERNING LAW AND ARBITRATION

         11.      IMPOSSIBILITY OF PERFORMANCE - FORCE MAJEURE

         12.      ASSIGNMENT

         13.      NOTICES

         14.      MISCELLANEOUS
</TABLE>

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST
         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

THIS AGREEMENT made this 20th October 1999

BETWEEN:

         (1)  ELAN PHARMA INTERNATIONAL LIMITED incorporated under the laws of
              Ireland, and having its registered office at WIL House, Shannon
              Business Park, Shannon, County Clare, Ireland ("EPIL");

         (2)  PHOTOGEN NEWCO, LTD., an exempted private limited liability
              company incorporated under the laws of Bermuda and having its
              registered office at Clarendon House, 2 Church Street, Hamilton,
              Bermuda ("NEWCO"); and

         (3)  PHOTOGEN TECHNOLOGIES, INC., a corporation duly incorporated and
              validly existing under the laws of Nevada and having its principal
              place of business at 7327 Oak Ridge, Knoxville, TN. 37931, United
              States of America.


         RECITALS:

         A.   Simultaneously herewith, Photogen, Elan, EIS, and Newco are
              entering into the JDOA for the purpose of recording the terms
              and conditions of the joint venture and of regulating their
              relationship with each other and certain aspects of the affairs
              of, and their dealings with Newco.

         B.   Newco desires to enter into this Agreement with Elan so as to
              permit Newco to utilize the Elan Intellectual Property in
              making, having made, importing, using, offering for sale and
              selling the Products in the Field in the Territory.

         C.   Simultaneously herewith Newco and Photogen are entering into
              the Photogen License Agreement relating to Newco's use of the
              Photogen Intellectual Property.

1        DEFINITIONS

1.1      In this Agreement unless the context otherwise requires:

         "AFFILIATE" shall mean any corporation or entity controlling,
         controlled or under the common control of Elan or Photogen, as the case
         may be. For the purpose of this definition, "control" shall mean direct
         or indirect ownership of fifty percent (50%) or more of the stock or
         shares entitled to vote for the election of directors. Newco is not an
         Affiliate of Photogen, Elan or EIS.

         "AGREEMENT" shall mean this license agreement (which expression shall
         be deemed to

<PAGE>

         include the Recitals and Schedules hereto).

         "BUSINESS PLAN" shall have the meaning, as such term is defined in
          the JDOA.

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST
         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

         "CHANGE OF CONTROL OF PHOTOGEN/NEWCO" shall mean circumstances where:

         (i) a Technological Competitor of Elan shall, directly or
             indirectly, acquire 10% or more of the voting stock of Photogen
             or Newco, or otherwise control or influence in any material
             respect their management or business or otherwise have entered
             into any joint venture, collaborative, license or other
             arrangement with Photogen or Newco, as the case may be, to such
             an extent that such a Technological Competitor of Elan is
             materially engaged or involved with the business or development
             of Photogen or Newco, as the case may be; or

        (ii) any person other than a Technological Competitor of Elan shall,
             after the Effective Date, directly or indirectly, acquire 20% or
             more of the then voting stock of Photogen or Newco, or otherwise
             merge, consolidate or enter into any similar transaction (or
             binding agreement in respect thereof) with Photogen or Newco.

         "COMPOUNDS" shall mean the [****].

         "CONFIDENTIAL INFORMATION" shall have the meaning, as such term is
         defined in Clause 9.

         "CONTROL" shall mean the ability to grant a license or sublicense as
         contemplated herein without violating the terms of any agreement with
         any third party.

         "DEFINITIVE DOCUMENTS" shall mean the definitive agreements relating to
         the transaction between the Parties and Photogen including finance,
         stock purchase, research and license agreements.

         "ELAN" shall mean EPIL (a wholly owned subsidiary of Elan Corporation,
         Plc., which owns the Nanocrystal-TM- technology formerly Controlled
         by NanoSystems LLC, formerly a subsidiary of the Eastman Kodak Company)
         and Affiliates and subsidiaries of Elan Corporation, Plc. within the
         division of Elan Corporation, Plc. carrying on business as Elan
         Pharmaceutical Technologies but shall not include Affiliates and
         subsidiaries (present or future) of Elan Corporation Plc within the
         division of Elan Corporation, Plc carrying on business as Elan
         Pharmaceuticals which incorporates, inter alia, Targon Corporation,
         Athena Neurosciences, Inc., Elan Pharmaceuticals, Inc., Elan
         Diagnostics, Carnrick Laboratories, and Elan Europe Limited.

         "EIS" shall mean Elan International Services, Limited, a exempted
         private limited liability company incorporated under the laws of
         Bermuda and having its registered office at Clarendon House, 2 Church
         Street, Hamilton, Bermuda and a subsidiary of Elan Corporation, Plc..

         "EFFECTIVE DATE" shall mean the date of this Agreement.

<PAGE>

         "ELAN INTELLECTUAL PROPERTY" shall mean the Elan Know-How, the Elan
         Patents and the Elan Improvements.

         For the avoidance of doubt, Elan Intellectual Property shall exclude
         (i) Elan's patent rights and know-how relating to drug delivery devices
         including parenteral administration of a diagnostic imaging agent via a
         drug delivery device such as Medipad

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST
         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

         and (ii) inventions, patents and know-how owned, licensed or Controlled
         by Axogen Limited and Neuralab Limited, and by all Affiliates and
         subsidiaries (present or future) of Elan Corporation, Plc. within the
         division of Elan Corporation, Plc carrying on business as Elan
         Pharmaceuticals which incorporates, inter alia, Targon Corporation,
         Athena Neurosciences, Inc., Elan Pharmaceuticals, Inc., Elan
         Diagnostics, Carnrick Laboratories, and Elan Europe Limited.

         "ELAN KNOW-HOW" shall mean any and all rights owned, or Controlled by
         Elan to any Know-How relating to nanoparticulate medical diagnostic
         imaging agents including, without limitation, [****]

         The primary examples of the Elan Know-How existing as of the Effective
         Date are set forth on Schedule 1 , which listing is not necessarily
         exhaustive.

         "ELAN LICENSE" shall have the meaning set forth in Clause 2.1.

         "ELAN PATENTS" shall mean any and all Patent Rights owned or Controlled
         by Elan, now existing, currently pending or hereafter filed by Elan
         relating to nanoparticulate medical diagnostic imaging agents
         including, without limitation, [****]. Representative Elan Patents
         existing as of the Effective Date are set forth in Schedule 1.

         "EPIL PATENTS" shall mean the Elan Patents owned by EPIL.

         "ELAN IMPROVEMENTS" shall mean improvements relating to the Elan
         Patents and/or the Elan Know-How , developed (i) by Elan not pursuant
         to the Project, (ii) by Elan pursuant to the Project except for that
         portion of improvements relating solely and specifically to Product(s)
         (iii) by Newco or Photogen or by a third party (under contract with
         Newco) pursuant to the Project except for that portion of improvements
         relating solely and specifically to Product(s), and/or (iv) jointly by
         any combination of Elan, Photogen or Newco pursuant to the Project
         except for that portion of improvements relating solely and
         specifically to Product(s), except as limited by agreements with
         unaffiliated third parties.

         Subject to third party agreements with unaffiliated third parties, Elan
         Improvements shall constitute part of Elan Intellectual Property and be
         included in the license of the Elan Intellectual Property pursuant to
         Clause 2.1 solely for the purposes set forth therein. If the inclusion
         of a Elan Improvement in the license of Elan Intellectual Property is
         restricted or limited by a third party agreement, Elan shall use
         reasonable commercial efforts to minimize any such restriction or
         limitation.

         "ELAN TRADEMARK(S)" shall mean one or more trademarks, trade names, or
         service marks that are owned or licensed by or on behalf of Elan which
         Elan may nominate and approve in writing from time to time and Newco
         may accept for use in connection with the sale or promotion of the
         Products by Newco.

<PAGE>

         "FIELD" shall mean the research, development, manufacture and
         commercialization of nanoparticulate x-ray, CT, and/or MRI diagnostic
         imaging agents using radio-opaque molecules containing Iodine that
         passively target to lymphnodes involved in a disease state following
         parenteral administration to a mammal to locate, diagnose and/or treat
         cancer and/or other diseases.

         For the avoidance of doubt, the Field does not include:

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST
         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

         (xv) active targeting agents, including but not limited to
         monoclonal antibodies, short-chain antibodies or any other active
         targeting agents including protein, peptide or peptidomimetic
         targeting agents; or

         (ii) ultrasound diagnostic imaging agents.

         "KNOW-HOW" shall mean information and know-how, whether patentable or
         not, including but not limited to any and all discoveries, inventions,
         substances, data, techniques, processes, systems, formulations, designs
         and commercial information relating to design, development,
         manufacture, assembly, use or sale.

         "LICENSED TECHNOLOGIES" shall mean the Elan Intellectual Property, the
         Photogen Intellectual Property and the GenNyc Intellectual Property.

         "LICENSES" shall mean the Elan License, the Photogen License and the
         General Nycomed Sublicense.

         "JDOA" shall mean that certain joint development and operating
         agreement, of even date herewith, by and between Elan, Photogen, EIS
         and Newco.

         "MANAGEMENT COMMITTEE" shall have the meaning, as such term is defined
         in the JDOA.

         "NEWCO INTELLECTUAL PROPERTY" shall mean all Patent Rights and Know-How
         and other intellectual property arising pursuant to the Project by any
         person, that does not constitute Elan Intellectual Property or Photogen
         Intellectual Property and any technology licensed or acquired by Newco
         from a third party.

         For avoidance of doubt, Newco Intellectual Property includes that
         portion of all improvements developed pursuant to the Project relating
         solely and specifically to Product(s).

         "NEWCO PATENTS" shall mean any and all Patent Rights now existing,
         currently pending or hereafter filed or obtained relating to the Newco
         Intellectual Property.

         "PARTY" shall mean Elan or Newco, as the case may be, and "PARTIES"
         shall mean Elan and Newco.

         "PATENT RIGHTS" shall mean any and all patents and patent applications,
         including all divisonals, continuations, continuations-in-part,
         extensions, patents-of-additions, re-examinations, re-issues,
         supplementary protection certificates and foreign counterparts of such
         patents and patent applications and any patents issuing thereon and
         extensions thereon.

         "PHOTOGEN" shall mean Photogen Technologies, Inc. and its
         Affiliates, excluding Newco.

<PAGE>

         "PHOTOGEN INTELLECTUAL PROPERTY" shall mean the Photogen Know-How, the
         Photogen Patents and the Photogen Improvements, as such terms are
         defined in the Photogen License Agreement.

         "PHOTOGEN LICENSE" shall mean have the meaning set forth in Clause 2.1
         of the Photogen License Agreement.

         "PHOTOGEN LICENSE AGREEMENT" shall mean that certain license agreement,
         of even date herewith, entered into between Photogen and Newco.

         "PHOTOGEN PATENTS" shall have the meaning as such term is defined in
         the Photogen License Agreement.

         "PHOTOGEN IMPROVEMENTS" shall have the meaning as such term is defined
         in the Photogen License Agreement.

         "PRODUCT" shall mean a formulation containing one or more x-ray, CT,
         and/or MRI Compounds in nanoparticulate form developed by or on behalf
         of Newco pursuant to the Project.

         "PROJECT" shall mean all activities as undertaken by Elan, Photogen and
         Newco in order to develop the Products.

         "R&D COMMITTEE" shall have the meaning, as such term is defined in the
         JDOA.

         "R&D PLAN" shall have the meaning, as such term is defined in the JDOA.

         "R&D PROGRAM" shall mean any research and development program commenced
         by Newco pursuant to the Project.

         "[****]"

         "TECHNOLOGICAL COMPETITOR OF ELAN" shall mean a company, corporation or
         person listed in Schedule 2 and successors thereof or any additional
         broad-based technological competitor of Elan added to such Schedule
         from time to time upon mutual agreement of the Parties.

         "TERM" shall have the meaning set forth in Clause 8.

         "TERRITORY" shall mean all the countries of the world.

         "UNITED STATES DOLLAR" and "US$" shall mean the lawful currency for the
         time being of the United States of America.

<PAGE>

1.2      In this Agreement:

         1.2.1    The singular includes the plural and vice versa, and the
                  masculine includes the feminine and vice versa and the neuter
                  includes the masculine and the feminine.

         1.2.2    Any reference to a Clause or Schedule shall, unless
                  otherwise specifically provided, be to a Clause or Schedule
                  of this Agreement.

         1.2.3    The headings of this Agreement are for ease of reference
                  only and shall not affect its construction or interpretation.

2.       ELAN LICENSE TO NEWCO

2.1.     Elan hereby grants to Newco for the Term an [****] license
         (including the right to grant sublicenses under Clause 2.5) (the
         "ELAN LICENSE") of the Elan Intellectual Property solely in the
         Field to make, have made, import, use, offer for sale and sell
         the Products in the Field in the Territory, subject to any
         contractual obligations that Elan has as of the Effective Date,
         including but not limited to the [****].

         [*****]

         [*****]

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST
         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

2.2      To the extent royalty or other compensation obligations that
         are payable to third parties with respect to the Elan
         Intellectual Property would be triggered after the Effective
         Date under any third party agreement entered into by Elan after
         the Effective Date (the "ELAN POST-EFFECTIVE DATE AGREEMENTS"),
         by a proposed use of such Elan Intellectual Property in
         connection with the Project, Elan will inform Newco of such
         royalty or compensation obligations. [****]

         [****]

2.3      Photogen shall be a third party beneficiary under this Agreement
         and shall have the right to cause Newco to enforce Newco's
         rights under this Agreement against Elan.

2.4      Notwithstanding anything contained in this Agreement to the
         contrary, Elan shall have the right outside the Field and
         subject to the non-competition provisions of Clause 4 to exploit
         and grant licenses and sublicenses of the Elan Intellectual
         Property.

         For the avoidance of doubt, Newco shall have no right to use the Elan
         Intellectual Property outside the Field.

2.5      Newco shall not be permitted to assign or sublicense any of its
         rights under the Elan Intellectual Property without the prior
         written consents of Elan and Photogen, which consents shall not
         be unreasonably withheld or delayed PROVIDED THAT Elan shall in
         all cases, in its sole discretion, be entitled to withhold its
         consent in the case of a proposed sublicense to any
         Technological Competitor to Elan.

2.6      Any agreement between Newco and any permitted third party for
         the development or exploitation of the Elan Intellectual
         Property shall require such third party to maintain the
         confidentiality of all information concerning the Elan
         Intellectual Property.

         Insofar as the obligations owed by Newco to Elan are concerned, Newco
         shall remain responsible for all acts and omissions of any permitted
         sub-licensee, including Photogen, as if they were acts and omissions
         by Newco.

3        INTELLECTUAL PROPERTY

3.1      OWNERSHIP OF INTELLECTUAL PROPERTY:

         3.1.1    Newco shall own the Newco Intellectual Property.

         3.1.2    Elan shall own the Elan Intellectual Property.

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST

<PAGE>

         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


<PAGE>

3.2      TRADEMARKS:

         3.2.1    Elan hereby grants to Newco for the Term a [****]
                  license in the Territory to use and display the Elan
                  Trademarks to promote, offer for sale and sell the Products
                  in the Field in the Territory and the following provisions
                  shall apply as regards the use of the Elan Trademarks by
                  Newco hereunder:

                  (1) Newco shall ensure that each reference to and use
                      of an Elan Trademark by Newco is in a manner approved
                      by Elan and accompanied by an acknowledgement, in a
                      form approved by Elan, that the same is a trademark
                      (or registered trademark) of Elan.

                      From time to time, upon the reasonable request of Elan,
                      Newco shall submit samples of the Product to Elan or
                      its duly appointed agent to ensure compliance with
                      quality standards and specifications. Elan, or its
                      duly appointed agent, shall have the right to inspect
                      the premises of Newco where the Product is manufactured,
                      held or stored, and Newco shall permit such inspection,
                      upon advance notice at any reasonable time, of the
                      methods and procedures used in the manufacture, storage
                      and sale of the Product. Newco shall not sell or
                      otherwise dispose of any Product under the Elan
                      Trademarks that fails to comply with the quality
                      standards and specifications referred to in this
                      Clause 3.2, as determined by Elan.

                  (2) Newco shall not use an Elan Trademark in any way
                      which might materially prejudice its distinctiveness
                      or validity or the goodwill of Elan therein.

                  (3) The parties recognize that the Elan Trademarks
                      have considerable goodwill associated therewith.
                      Newco shall not use in relation to the Products any
                      trademarks other than the Elan Trademarks (except the
                      Photogen Trademarks (as defined in the Photogen
                      License Agreement) licensed to Newco under the
                      Photogen License Agreement) without obtaining the
                      prior consent in writing of Elan, which consent may
                      not be unreasonably withheld. However, such use must
                      not conflict with the use and display of the Elan
                      Trademark and such use and display must be approved
                      by Elan.

                  (4) Newco shall not use in the Territory any
                      trademarks or trade names so resembling the Elan
                      Trademark as to be likely to cause confusion or
                      deception.

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN

<PAGE>

         REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
         PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF
         1934, AS AMENDED.

<PAGE>

                  (5) Newco shall promptly notify Elan in writing of any
                      alleged infringement or unauthorised use of which it
                      becomes aware by a third party of the Elan Trademarks
                      and provide Elan with any applicable evidence of
                      infringement or unauthorised use.

                  (6) Newco shall favourably consider promoting and using the
                      Elan Trademarks in each country of the Territory and
                      provide proof of such use upon request by Elan.

                  (7) Newco shall not be permitted to assign or sublicense any
                      of its rights under the Elan Trademarks without the prior
                      written consent of Elan, which consent shall not be
                      unreasonably withheld or delayed.

         3.2.2    Elan shall, [****], file and prosecute applications to
                  register and maintain registrations of the Elan Trademarks
                  in the Territory. Newco shall reasonably cooperate with
                  Elan in such efforts. In the event Elan decides not to file
                  or prosecute such Elan Trademark, Newco may request Elan to
                  do the same at Newco's expense, and Elan shall file or
                  prosecute such Elan Trademark at Newco's request and
                  expense unless Elan believes such action is without merit.

         3.2.3    Elan will be entitled to conduct all enforcement
                  proceedings relating to the Elan Trademarks and shall at
                  [****] discretion decide what action, if any, to take in
                  respect to any enforcement proceedings of the Elan
                  Trademarks or any other claim or counter-claim brought in
                  respect to the use or registration of the Elan Trademarks.
                  Any such proceedings shall be conducted at Elan's [****]
                  and for its own benefit. Newco and Photogen shall
                  reasonably cooperate with Elan in such efforts. In the
                  event Elan decides not to engage in enforcement proceedings
                  of the Elan Trademarks Newco may request Elan to do the
                  same at Newco's expense unless Elan believes the basis for
                  such enforcement proceedings is without merit. In such a
                  case, Elan shall have the sole discretion not to engage in
                  any such enforcement proceedings.

         3.2.4    Newco shall promptly notify Elan in writing in the event
                  that any Elan Trademark has been challenged by a third
                  party in a judicial or administrative proceeding in a
                  country in the Territory as infringing on the rights of a
                  third party and Elan shall have the first right to decide
                  whether or not to defend such allegations, or to adopt an
                  alternative mark, or allow Newco to adopt an alternative
                  mark. If Elan decides not defend the Elan Trademark, then
                  Newco may request Elan to defend the Elan Trademark, at
                  Newco's expense, unless such requested defense is believed
                  by Elan to be unsubstantiated and without merit. In such a
                  case, Elan may elect not initiate defence proceedings.

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST

<PAGE>

         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

         3.2.5    Save where Newco adopts its own mark under Clause 3.2.4,
                  Newco will have no ownership rights in respect of the Elan
                  Trademarks or of the goodwill associated therewith, and
                  Newco hereby acknowledges that, except as expressly
                  provided in this Agreement, it shall not acquire any rights
                  in respect thereof and that all such rights and goodwill
                  are, and will remain, vested in Elan.

         3.2.6    Nothing in this Agreement shall be construed as a warranty
                  on the part of Elan regarding the Elan Trademarks,
                  including without limitation, that use of the Elan
                  Trademarks in the Territory will not infringe the rights of
                  any third parties. Accordingly, Newco acknowledges and
                  agrees that Elan makes no such warranty.

         3.2.7    Elan assumes no liability to Newco or to any third parties
                  with respect to the quality, performance or characteristics
                  of any of the goods manufactured or sold by Newco under the
                  Elan Trademarks pursuant to this Agreement.

4        [****]/AFTER ACQUIRED TECHNOLOGY

4.1      [****]

         [****]

         [****]

4.2      If, after the Effective Date, Elan acquires know-how or patent
         rights relating to the Field, or acquires or merges with a third party
         entity that has know-how or patent rights relating to the Field, Elan
         shall offer to license such know-how and patent rights to Newco
         (subject to existing contractual obligations), on [****] terms on an
         arm's length basis for a [****] period under the prevailing
         circumstances.

         If Newco determines that Newco should not acquire such license, Elan
         shall be free to fully exploit such know-how and patent rights with the
         Elan Intellectual Property then licensed to Newco, whether inside or
         outside the Field, and to grant to third parties licenses and
         sublicenses with respect thereto.

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST
         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

5        FINANCIAL PROVISIONS

5.1      LICENSE FEE:

         In consideration of the license by EPIL to Newco of the EPIL Patents
         under Clause 2, Newco shall pay to EPIL a non-refundable license fee of
         $15 million in cash (the "LICENSE FEE"), the receipt of which is hereby
         acknowledged by EPIL.

         The License Fee shall not be subject to future performance
         obligations of Elan to Newco or Photogen and shall not be
         applicable against future services provided by Elan to Newco
         or Photogen.

5.2      MILESTONE PAYMENTS AND ROYALTIES:

         Prior to the commercialization of the Products, the Management
         Committee shall consider and if appropriate, determine reasonable
         royalties and milestone payments with respect to the commercialization
         of the Products by Newco that shall be payable by Newco to Elan and
         Photogen, and shared by Elan and Photogen [****] with Elan's and
         Photogen's [****] in Newco.

         At such time, the Management Committee will agree to an appropriate
         definition of "Net Sales" as such term is used in this Agreement.

5.3      Payment of any royalties pursuant to Clause 5.2 shall be made
         quarterly in arrears during each Financial Year within 30 days after
         the expiry of the calendar quarter. The method of payment shall be by
         wire transfer to an account specified by Elan. Each payment made to
         Elan shall be accompanied by a true accounting of all Products sold by
         Newco's permitted sublicensees, if any, during such quarter.

         Such accounting shall show, on a country-by-country and
         Product-by-Product basis, Net Sales (and the calculation thereof) and
         each calculation of royalties with respect thereto, including the
         calculation of all adjustments and currency conversions.

5.4      Newco shall maintain and keep clear, detailed, complete, accurate
         and separate records for a period of [****]:

         5.4.1    to enable any royalties on Net Sales that shall have accrued
                  hereunder to be determined; and

         5.4.2    to enable any deductions made in the Net Sales calculation to
                  be determined.

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST

<PAGE>

         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

5.5      All payments due hereunder shall be made in United States Dollars.
         Payments due on Net Sales of any Product for each calendar quarter made
         in a currency other than United States Dollars shall first be
         calculated in the foreign currency and then converted to United States
         Dollars on the basis of the exchange rate in effect on the last working
         day for such quarter for the purchase of United States Dollars with
         such foreign currency quoted in the Wall Street Journal (or comparable
         publication if not quoted in the Wall Street Journal) with respect to
         the currency of the country of origin of such payment, determined by
         averaging the rates so quoted on each business day of such quarter.

5.6      If, at any time, legal restrictions in the Territory prevent the
         prompt payment when due of royalties or any portion thereof, the
         Parties shall meet to discuss suitable and reasonable alternative
         methods of paying Elan the amount of such royalties. In the event that
         Newco is prevented from making any payment under this Agreement by
         virtue of the statutes, laws, codes or government regulations of the
         country from which the payment is to be made, then such payments may be
         paid by depositing them in the currency in which they accrue to Elan's
         account in a bank acceptable to Elan in the country the currency of
         which is involved or as otherwise agreed by the Parties.

5.7      Elan and Newco agree to co-operate in all respects necessary to
         take advantage of any double taxation agreements or similar agreements
         as may, from time to time, be available.

5.8      Any taxes payable by Elan on any payment made to Elan pursuant to
         this Agreement shall be for the account of Elan. If so required by
         applicable law, any payment made pursuant to this Agreement shall be
         made by Newco after deduction of the appropriate withholding tax, in
         which event the Parties shall co-operate to obtain the appropriate tax
         clearance as soon as is practicable. On receipt of such clearance,
         Newco shall forthwith arrange payment to Elan of the amount so
         withheld.

6        RIGHT OF INSPECTION AND AUDIT

6.1      [****] during each Financial Year, or more often not to exceed
         quarterly as reasonably requested by Elan, Newco shall permit Elan or
         its duly authorised representatives, upon reasonable notice and at any
         reasonable time during normal business hours, to have access to inspect
         and audit the accounts and records of Newco and any other book, record,
         voucher, receipt or invoice relating to the calculation of the royalty
         payments on Net Sales submitted to Elan.

         Any such inspection of Newco's records shall be at the expense of Elan,
         except that if any such inspection reveals a deficiency in the amount
         of the royalty actually paid to Elan

----------------

[****]   REPRESENTS MATERIAL WHICH HAS BEEN

<PAGE>

         REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT
         TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

         hereunder in any Financial Year quarter of [****]% or more of
         the amount of any royalty actually due to Elan hereunder, then
         the expense of such inspection shall be borne [****] by Newco.
         Any amount of deficiency shall be paid promptly to Elan by
         Newco.

         If such inspection reveals a surplus in the amount of royalties
         actually paid to Elan by Newco, Elan shall reimburse Newco the surplus
         within [****] days after determination.

6.2      In the event of any unresolved dispute regarding any alleged
         deficiency or overpayment of royalty payments hereunder, the matter
         will be referred to an independent firm of chartered or public
         accountants chosen by agreement of Photogen and Elan for a resolution
         of such dispute. Any decision by the said firm of chartered accountants
         shall be binding on the Parties.

7        REPRESENTATIONS AND WARRANTIES

7.1      Elan represents and warrants to Newco and Photogen, as of the date
         of the letter agreement and will so represent and warrant as of the
         Effective Date, as set forth below:

         7.1.1    Elan has the right to grant the Elan License;

         7.1.2    there are no agreements between Elan and any third parties
                  that conflict with the Elan License.

7.2      In addition to any other indemnities provided for herein, Elan
         shall indemnify and hold harmless Newco and its Affiliates and their
         respective employees, agents, officers and directors from and against
         any claims, losses, liabilities or damages (including reasonable
         attorney's fees and expenses) incurred or sustained by Newco arising
         out of or in connection with any:

         7.2.1    breach of any representation, covenant, warranty or obligation
                  by Elan hereunder; or

         7.2.2    act or omission on the part of Elan or any of its respective
                  employees, agents, officers and directors in the performance
                  of this Agreement.

7.3      In addition to any other indemnities provided for herein, Newco
         shall indemnify and hold harmless Elan and its Affiliates and their
         respective employees, agents, officers and directors from and against
         any claims, losses, liabilities or damages (including reasonable
         attorney's fees and expenses) incurred or sustained by Elan arising out
         of or in connection with any:

----------------

[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST

<PAGE>

         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

         7.3.1    breach of any representation, covenant, warranty or obligation
                  by Newco hereunder; or

         7.3.2    act or omission on the part of Newco or any of its agents or
                  employees in the performance of this Agreement.

7.4      The Party seeking an indemnity shall:

         7.4.1    fully and promptly notify the other Party of any claim or
                  proceeding, or threatened claim or proceeding;

         7.4.2    permit the indemnifying Party to take full care and control of
                  such claim or proceeding;

         7.4.3    co-operate in the investigation and defence of such claim or
                  proceeding;

         7.4.4    not compromise or otherwise settle any such claim or
                  proceeding without the prior written consent of the other
                  Party, which consent shall not be unreasonably withheld
                  conditioned or delayed; and

         7.4.5    take all reasonable steps to mitigate any loss or liability in
                  respect of any such claim or proceeding.

7.5      EXCEPT AS SET FORTH IN THIS CLAUSE 7, ELAN IS GRANTING THE LICENSE
         HEREUNDER ON AN "AS IS" BASIS WITHOUT REPRESENTATION OR WARRANTY
         WHETHER EXPRESS OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY OR
         FITNESS FOR A PARTICULAR PURPOSE, OR INFRINGEMENT OF THIRD PARTY
         RIGHTS, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.

7.6      NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ELAN
         AND NEWCO SHALL NOT BE LIABLE TO THE OTHER BY REASON OF ANY
         REPRESENTATION OR WARRANTY, CONDITION OR OTHER TERM OR ANY DUTY OF
         COMMON LAW, OR UNDER THE EXPRESS TERMS OF THIS AGREEMENT, FOR ANY
         CONSEQUENTIAL, SPECIAL OR INCIDENTAL OR PUNITIVE LOSS OR DAMAGE
         (WHETHER FOR LOSS OF PROFITS OR OTHERWISE) AND WHETHER OCCASIONED BY
         THE NEGLIGENCE OF THE RESPECTIVE PARTIES, THEIR EMPLOYEES OR AGENTS OR
         OTHERWISE.

8.       TERM AND TERMINATION

8.1      The term of this Agreement shall commence as of the Effective Date
         and shall, subject to the rights of termination outlined in this Clause
         8, expire on a Product-by-Product basis and on a country-by-country
         basis on the last to occur of:

<PAGE>

         8.1.1    [****] years starting from the date of the launch of the
                  Product in the country concerned; or

         7.0.2    the date of expiration of the last to expire of the
                  patents included in the Elan Patents and the Elan Improvements
                  and/or the Photogen Patents and the Photogen Improvements.

         ("THE TERM")

8.2      If either Party commits a Relevant Event, the other Party shall
         have, in addition to all other legal and equitable rights and remedies
         hereunder, the right to terminate this Agreement upon 30 days' prior
         written notice to the defaulting Party.

8.3      For the purpose of this Clause 8, a "RELEVANT EVENT" is committed
         or suffered by a Party if:

         8.3.1    it commits a material breach of its obligations under
                  this Agreement and fails to remedy it within 60 days of being
                  specifically required in writing to do so by the other Party;
                  provided, that if the breaching Party has proposed a course of
                  action to rectify the breach and is acting in good faith to
                  rectify same but has not cured the breach by the 60th day,
                  such period shall be extended by such period as is reasonably
                  necessary to permit the breach to be rectified;

         8.3.2    a distress, execution, sequestration or other process is
                  levied or enforced upon or sued out against a material part of
                  its property which is not discharged or challenged within 30
                  days;

         8.3.3    it is unable to pay its debts in the normal course of
                  business;

         8.3.4    it ceases wholly or substantially to carry on its
                  business, otherwise than for the purpose of a reconstruction
                  or amalgamation, without the prior written consent of the
                  other Party (such consent not to be unreasonably withheld);

         8.3.5    the appointment of a liquidator, receiver,
                  administrator, examiner, trustee or similar officer of such
                  Party or over all or substantially all of its assets under the
                  law of any applicable jurisdiction, including without
                  limitation, the United States of America, Bermuda or Ireland;

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST
         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

         8.3.6    an application or petition for bankruptcy, corporate
                  re-organisation, composition, administration, examination,
                  arrangement or any other procedure similar to any of the
                  foregoing under the law of any applicable jurisdiction,
                  including without limitation, the United States of America,
                  Bermuda or Ireland, is filed, and is not discharged within
                  60 days, or a Party applies for or consents to the
                  appointment of a receiver, administrator, examiner or
                  similar officer of it or of all or a material part of its
                  assets, rights or revenues or the assets and/or the
                  business of a Party are for any reason seized, confiscated
                  or condemned.

8.4      Elan shall be entitled to forthwith terminate this Agreement in the
         event of a Change of Control of Photogen/Newco.

8.5      Upon expiration or termination of the Agreement:

         8.5.1.   any sums that were due from Newco to Elan on Net Sales
                  in the Territory or in such particular country or countries in
                  the Territory (as the case may be) prior to the expiration or
                  termination of this Agreement as set forth herein shall be
                  paid in full within 60 days after the expiration or
                  termination of this Agreement for the Territory or for such
                  particular country or countries in the Territory (as the case
                  may be);

         8.5.2    any provisions that expressly survive termination or
                  expiration of this Agreement, including without limitation
                  this Clause 8, shall remain in full force and effect;

         8.5.3    all representations, warranties and indemnities shall insofar
                  as are appropriate remain in full force and effect;

         8.5.4    the rights of inspection and audit set out in Clause 6 shall
                  continue in force for a period of one year; and

         8.5.5    all rights and licenses granted pursuant to this
                  Agreement and to the Elan Intellectual Property pursuant to
                  the JDOA (including the rights of Newco pursuant to Clause 11
                  of the JDOA) shall cease for the Territory or for such
                  particular country or countries in the Territory (as the case
                  may be) and shall revert to or be transferred to Elan, and
                  Newco shall not thereafter use in the Territory or in such
                  particular country or countries in the Territory (as the case
                  may be) any rights covered by this Agreement;

<PAGE>

         8.5.6    subject to Clause 8.5.7 and to such license, if any,
                  granted by Newco to Elan pursuant to the provisions of
                  Clause 12 of the JDOA, all rights to Newco Intellectual
                  Property shall be transferred to and jointly owned by
                  Photogen and Elan and may be exploited by both Elan and
                  Photogen separately pursuant to a perpetual[****],
                  world-wide fully paid license granted to each of Elan and
                  Photogen with the right to sublicense;

         8.5.7    the rights of permitted third party sub-licensees in and to
                  the Elan Intellectual Property shall survive the
                  termination of the license and sublicense agreements
                  granting said intellectual property rights to Newco; and
                  Newco, Elan and Photogen shall in good faith agree upon the
                  form most advantageous to Elan and Photogen in which the
                  rights of Newco under any such licenses and sublicenses are
                  to be held (which form may include continuation of Newco
                  solely as the holder of such licenses or assignment of such
                  rights to a third party or parties, including an assignment
                  to both Elan and Photogen).

                  Any sublicense agreement between Newco and such permitted
                  sublicensee shall permit an assignment of rights by Newco and
                  shall contain appropriate confidentiality provisions.


9        CONFIDENTIAL INFORMATION

9.1      The Parties agree that it will be necessary, from time to time, to
         disclose to each other confidential and proprietary information,
         including without limitation, inventions, works of authorship, trade
         secrets, specifications, designs, data, know-how and other proprietary
         information relating to the Field, the Products, processes, services
         and business of the disclosing Party.

         The foregoing shall be referred to collectively as "CONFIDENTIAL
         INFORMATION".

9.2      Any Confidential Information disclosed by one Party to another Party
         shall be used by the receiving Party exclusively for the purposes of
         fulfilling the receiving Party's obligations under this Agreement and
         the JDOA and for no other purpose.

9.3      Each Party shall disclose Confidential Information of the other Party
         only to those employees, representatives and agents requiring knowledge
         thereof in connection with fulfilling the Party's obligations under
         this Agreement. Each Party further agrees to inform all such employees,
         representatives and agents of the terms and provisions of this
         Agreement and their duties hereunder and to obtain their agreement
         hereto as a condition of receiving Confidential Information. Each Party
         shall exercise the same standard of care as it would itself exercise in
         relation to its own confidential information (but in no
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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST

<PAGE>
         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

         event less than a reasonable standard of care) to protect and
         preserve the proprietary and confidential nature of the Confidential
         Information disclosed to it by the other Party. Each Party shall,
         upon request of the other Party, return all documents and any copies
         thereof containing Confidential Information belonging to, or
         disclosed by, such other Party.

9.4      Any breach of this Clause 9 by any person informed by one
         of the Parties is considered a breach by the Party itself.

9.5      Confidential Information shall not be deemed to include:

         9.5.1    information that is in the public domain;

         9.5.2    information which is made public through no breach
                  of this Agreement;

         9.5.3    information which is independently developed by a
                  Party as evidenced by such Party's records;

         9.5.4    information that becomes available to a Party on a
                  non-confidential basis, whether directly or indirectly,
                  from a source other than a Party, which source did not
                  acquire this information on a confidential basis; or

         9.5.5    information which the receiving Party is required to
                  disclose pursuant to:

                  (i)  a valid order of a court or other governmental
                       body; or

                  (ii) any other requirement of law;

                       provided that if the receiving Party becomes legally
                       required to disclose any Confidential Information,
                       the receiving Party shall give the disclosing Party
                       prompt notice of such fact so that the disclosing
                       Party may obtain a protective order or other
                       appropriate remedy concerning any such disclosure.
                       The receiving Party shall fully co-operate with the
                       disclosing Party in connection with the disclosing
                       Party's efforts to obtain any such order or other
                       remedy. If any such order or other remedy does not
                       fully preclude disclosure, the receiving Party shall
                       make such disclosure only to the extent that such
                       disclosure is legally required.

9.6      The provisions relating to confidentiality in this Clause 9 shall
         remain in effect during the term of this Agreement, and for a
         period of [****] following the expiration or earlier termination
         of this Agreement.

----------------

[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST

<PAGE>
         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

9.7      The Parties agree that the obligations of this Clause 9
         are necessary and reasonable in order to protect the Parties'
         respective businesses, and each Party agrees that monetary
         damages would be inadequate to compensate a Party for any
         breach by the other Party of its covenants and agreements set
         forth herein.

         Accordingly, the Parties agree that any such violation or
         threatened violation shall cause irreparable injury to a Party
         and that, in addition to any other remedies that may be
         available, in law and equity or otherwise, each Party shall be
         entitled to obtain injunctive relief against the threatened
         breach of the provisions of this Clause 9, or a continuation of
         any such breach by the other Party, specific performance and
         other equitable relief to redress such breach together with its
         damages and reasonable counsel fees and expenses to enforce its
         rights hereunder, without the necessity of proving actual or
         express damages.

9.8      For the avoidance of doubt, all confidential information of Newco
         received by Elan hereunder shall not be disclosed by Elan to
         Affiliates and/or subsidiaries (present or future) of Elan
         Corporation, Plc. within the division of Elan Corporation, Plc.
         carrying on business as Elan Pharmaceuticals which
         incorporates, inter alia, Targon Corporation, Athena
         Neurosciences, Inc., Elan Pharmaceuticals, Inc., Elan
         Diagnostics, Carnrick Laboratories, and Elan Europe Limited.

10       GOVERNING LAW AND ARBITRATION

10.1     This Agreement shall be governed by and construed in accordance
         with the laws of the State of New York.

10.2     The Parties will attempt in good faith to resolve any dispute
         arising out of or relating to this Agreement promptly by negotiation
         between executives of the Parties. In the event that such
         negotiations do not result in a mutually acceptable resolution, the
         Parties agree to consider other dispute resolution mechanisms
         including mediation.

         In the event that the Parties fail to agree on a mutually
         acceptable dispute resolution mechanism within 180 days of written
         notice of a dispute by one Party to the other Party, any such dispute
         shall be finally settled by arbitration pursuant to Clause 10.3.

10.3     Save any dispute under Clause 6.2 which will be resolved in
         accordance with the provisions of Clause 6.2, any dispute under this
         Agreement which is not settled by mutual consent under Clause 10.2
         shall be finally settled by binding arbitration, conducted in
         accordance with the Commercial Arbitration Rules of the American
         Arbitration Association by one arbitrator appointed in accordance
         with said rules. Such arbitrator shall be reasonably satisfactory to
         each of the Parties; provided, that if the Parties are unable to
         agree upon the identity of such arbitrator within 15 days of demand
         by either Party, then either Party shall have the right to petition a
         presiding justice of the Supreme Court of New York, New York County,
         to appoint an arbitrator.

<PAGE>

         The arbitration shall be held in New York, New York.

         The arbitrator shall determine what discovery will be permitted,
         consistent with the goal of limiting the cost and time which the
         Parties must expend for discovery; provided the arbitrator shall
         permit such discovery as he deems necessary to permit an equitable
         resolution of the dispute.

         Any written evidence originally in a language other than English
         shall be submitted in English translation accompanied by the original
         or a true copy thereof.

         The costs of the arbitration, including administrative and
         arbitrator's fee, shall be shared equally by the Parties and each
         Party shall bear its own costs and attorneys' and witness' fees
         incurred in connection with the arbitration.

         In rendering judgement, the arbitrator shall be instructed by the
         Parties that he shall be permitted to select solely from between the
         proposals for resolution of the relevant issue presented by each
         Party, and not any other proposal.

         A disputed performance or suspended performances pending the
         resolution of the arbitration must be completed within 30 days
         following the final decision of the arbitrator or such other
         reasonable period as the arbitrator determines in a written order.

         The Parties will co-operate and use reasonable efforts to ensure that
         any arbitration any arbitration hereunder shall be completed swiftly
         and in any event within one year from the filing of notice of a
         request for such arbitration.

         The arbitration proceedings and the decision shall not be made public
         without the joint consent of the Parties and each Party shall
         maintain the confidentiality of such proceedings and decision unless
         otherwise permitted by the other Party.

         The Parties agree that the decision shall be the sole, exclusive and
         binding remedy between them regarding any and all disputes,
         controversies, claims and counterclaims presented to the arbitrator.
         Application may be made to any court having jurisdiction over the
         Party (or its assets) against whom the decision is rendered for a
         judicial recognition of the decision and an order of enforcement.

11       IMPOSSIBILITY OF PERFORMANCE - FORCE MAJEURE

         Neither Elan nor Newco shall be liable for delay in the performance
         of any of its obligations hereunder if such delay results from causes
         beyond its reasonable control, including, without limitation, acts of
         God, fires, strikes, acts of war, intervention of a government
         authority, but any

<PAGE>

         such delay or failure shall be remedied by such Party as
         soon as practicable.

12       ASSIGNMENT

         This Agreement may not be assigned by either Party without the prior
         written consent of the other, save that either Party may assign this
         Agreement to its Affiliates or subsidiaries without such prior
         written consent and that Elan may assign this Agreement to any
         off-balance sheet special purpose entity established by Elan or EIS
         without such prior written consent; provided that such assignment
         does not have any adverse tax consequences on the other Party and
         that the assignee shall be obligated to the other Party for all of
         the assignor Party's obligations hereunder which assignee shall be
         capable of fulfilling such obligations.

13       NOTICES

13.1     Any notice to be given under this Agreement shall be sent in
         writing in English by registered airmail or telefaxed to the
         following addresses:

         If to Newco at:

         Clarendon House,
         2 Church Street,
         Hamilton,
         Bermuda

         Attention:   Secretary
         Telephone:   441 292 9169
         Fax:         441 292 2224

         with a copy to Elan at:

         Elan Corporation, plc
         Lincoln House,
         Lincoln Place,
         Dublin 2,
         Ireland.

         Attention: Vice President, General Counsel,
         Elan Pharmaceutical Technologies,
         a division of Elan Corporation, plc
         Telephone:    + 353 1 709 4000
         Telefax:      + 353 1 709 4124

         If to Photogen at:
         7327 Oak Ridge,
         Knoxville,
         TN. 3793

<PAGE>

         USA.

         Attn: Chief Executive Officer
         Telephone     001 423 769 4011
         Fax:          001 423 769 4013

         with a copy to:

         Grippo & Elden
         Suite 3600
         227 West Monroe
         Chicago
         Illinois 60606
         USA

         Attention:   Theodore W Grippo
         Telephone    001 312 704 7720
         Fax:         001 312 558 1195

         If to Elan at:

         Elan Corporation, plc
         Lincoln House,
         Lincoln Place,
         Dublin 2,
         Ireland.

         Attention: Vice President, General Counsel,
         Elan Pharmaceutical Technologies,
         a division of Elan Corporation, plc
         Telephone:  + 353 1 709 4000
         Telefax:    + 353 1 709 4124

         or to such other address(es) and telefax numbers as may from
         time to time be notified by either Party to the other hereunder.

13.2     Any notice sent by mail shall be deemed to have been
         delivered within seven 7 working days after dispatch and any
         notice sent by telex or telefax shall be deemed to have been
         delivered within twenty 24 hours of the time of the dispatch.
         Notice of change of address shall be effective upon receipt.

14       MISCELLANEOUS

14.1     WAIVER:

<PAGE>

         No waiver of any right under this Agreement shall be deemed
         effective unless contained in a written document signed by the Party
         charged with such waiver, and no waiver of any breach or failure to
         perform shall be deemed to be a waiver of any other breach or
         failure to perform or of any other right arising under this Agreement.

14.2     SEVERABILITY:

         If any provision in this Agreement is agreed by the Parties to be,
         or is deemed to be, or becomes invalid, illegal, void or
         unenforceable under any law that is applicable hereto:

         14.2.1   such provision will be deemed amended to conform to
                  applicable laws so as to be valid and enforceable; or

         14.2.2   if it cannot be so amended without materially altering
                  the intention of the Parties, it will be deleted, with
                  effect from the date of such agreement or such earlier
                  date as the Parties may agree, and the validity, legality
                  and enforceability of the remaining provisions of this
                  Agreement shall not be impaired or affected in any way.

14.3     FURTHER ASSURANCES:

         At the request of any of the Parties, the other Party or Parties shall
         (and shall use reasonable efforts to procure that any other necessary
         parties shall) execute and perform all such documents, acts and things
         as may reasonably be required subsequent to the signing of this
         Agreement for assuring to or vesting in the requesting Party the full
         benefit of the terms hereof.

14.4     SUCCESSORS:

         This Agreement shall be binding upon and enure to the benefit of the
         Parties hereto, their successors and permitted assigns.

14.5     NO EFFECT ON OTHER AGREEMENTS/CONFLICT:

         No provision of this Agreement shall be construed so as to negate,
         modify or affect in any way the provisions of any other agreement
         between the Parties unless specifically referred to, and solely to the
         extent provided herein.

         In the event of a conflict between the provisions of this Agreement and
         the provisions of the JDOA, the terms of the JDOA shall prevail unless
         this Agreement specifically provides otherwise.

14.6     AMENDMENTS:

<PAGE>

         No amendment, modification or addition hereto shall be effective or
         binding on any Party unless set forth in writing after the Effective
         Date and executed by a duly authorised representative of each Party.

14.7     COUNTERPARTS:

         This Agreement may be executed in any number of counterparts, each of
         which when so executed shall be deemed to be an original and all of
         which when taken together shall constitute this Agreement.

14.8     GOOD FAITH:

         Each Party undertakes to do all things reasonably within its power
         which are necessary or desirable to give effect to the spirit and
         intent of this Agreement.

14.9     NO RELIANCE:

         Each Party hereby acknowledges that in entering into this Agreement it
         has not relied on any representation or warranty save as expressly set
         out herein or in any document referred to herein.

14.10    RELATIONSHIP OF THE PARTIES:

         Nothing contained in this Agreement is intended or is to be construed
         to constitute Elan and Newco as partners, or Elan as an employee of
         Newco, or Newco as an employee of Elan.

         Neither Party hereto shall have any express or implied right or
         authority to assume or create any obligations on behalf of or in the
         name of the other Party or to bind the other Party to any contract,
         agreement or undertaking with any third party.

<PAGE>

                                    SCHEDULE 1

                          ELAN PATENTS AND ELAN KNOW-HOW

                             REPRESENTATIVE ELAN PATENTS


[****]


                                 ELAN KNOW-HOW

[****]


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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST
         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

                                   SCHEDULE 2

                       TECHNOLOGICAL COMPETITIORS OF ELAN

 [****]


 (including any and all divisions or subsidiaries of such entities and
  successor entities).

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[****]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST
         FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE
         SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

<PAGE>

         IN WITNESS WHEREOF the Parties hereto have executed this Agreement.

         SIGNED BY           /s/ Kevin Insley
                   -----------------------------------------
         for and on behalf of
         ELAN PHARMA INTERNATIONAL LIMITED


         SIGNED BY           /s/ John Smolik
                  ------------------------------------------
         for and on behalf of
         PHOTOGEN NEWCO LTD.


         AGREED TO AND ACCEPTED BY
         PHOTOGEN TECHNOLOGIES, INC     /s/ John Smolik