**Exhibit 10.2**

 

**LANDLORDCONSENT TO ASSIGNMENT AND ASSUMPTION**

 

This Consent is entered into as of the 18thday of June, 2003 by and among **EOP-INDUSTRIALPORTFOLIO, L.L.C.,**a Delaware limited liability company, a Delawarelimited partnership (“Landlord”), **ALLIANCEPHARMACEUTICAL CORP.,** a New York corporation (“Assignor”) and **PHOTOGEN TECHNOLOGIES, INC.,** a Nevadacorporation (“Assignee”).

 

**RECITALS:**

 

# A.                                   Landlord, (assuccessor in interest to WHAMC Real Estate Limited Partnership, a Delawarelimited partnership) as landlord, and Assignor, as tenant, are parties to thatcertain Single-Tenant Industrial Lease dated November 7, 1997 (the“Lease”) pursuant to which Landlord has leased to Assignor certain premisescontaining approximately 56,799 rentable square feet (the “Premises”)consisting of the building located at 6175 Lusk Boulevard, San Diego,California (the “Building”).

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# B.                                     Assignor andAssignee have entered into that certain Lease Assignment dated June 18,2003 (“Assignment Agreement”) attached hereto as Exhibit A whereby Assignorassigned all of its right, title and interest in and to the Lease to Assignee.

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# C.                                     Assignor andAssignee have requested Landlord’s consent to the Assignment Agreement and thetransaction described therein.

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# D.                                    Landlord hasagreed to give such consent upon the terms and conditions contained in thisConsent.

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NOW,THEREFORE, in consideration of the foregoing recitals which by this referenceare incorporated herein and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, Landlord, Assignor andAssignee agree and represent as follows:

 

## 1.                                       AssignmentAgreement.  Assignorand Assignee hereby represent and warrant that: (a) a true, complete andcorrect copy of the Assignment Agreement is attached hereto as Exhibit A; and(b) the Assignment Agreement fully assigns all of Assignor’s right, title andinterest in the Lease to Assignee (the “Transfer”).

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## 2.                                       Representations.  Assignor hereby represents and warrants thatAssignor (i) has full power and authority to assign its entire right, title andinterest in the Lease to Assignee; (ii) has not transferred or conveyed itsinterest in the Lease to any person or entity, collaterally or otherwise; (iii)has full power and authority to enter into the Assignment Agreement and thisConsent; and (iv) has assigned the entire Security Deposit, if any, asdescribed in the Lease, to Assignee, and Assignor has full power and authorityto do the same.  Assignee hereby representsand warrants that Assignee has full power and authority to enter into theAssignment Agreement and this Consent.

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## 3.                                       Assumption.  Notwithstanding anything to the contrarycontained in the Assignment Agreement, Assignee, for itself and its successorsand assigns, hereby assumes and agrees to perform and be bound by all of thecovenants, agreements, provisions, conditions and obligations of the tenantunder the Lease, including but not limited to, the obligation to pay Landlordfor all adjustments of rent and other additional charges payable pursuant tothe terms of the Lease.  Nothingcontained in the Assignment

 

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## Agreementshall be deemed to amend, modify or alter in any way the terms, covenants andconditions set forth in the Lease.

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## 4.                                       No Release.  Nothing contained in the AssignmentAgreement or this Consent shall be construed as relieving or releasing theAssignor from any of its obligations under the Lease, and it is expresslyunderstood that Assignor shall remain liable for such obligationsnotwithstanding the subsequent assignment(s), sublease(s) or transfer(s) of theinterest of the tenant under the Lease.

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## 5.                                       Review Fees.  Upon Assignor’s execution and delivery ofthis Consent, Assignor shall pay to Landlord the sum of $1,250.00 in considerationfor Landlord’s review of the Assignment Agreement and preparation of thisConsent.

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## 6.                                       Landlord’sConsent.  In reliance upon theagreements and representations contained in this Consent, Landlord herebyconsents to the Transfer.  This Consent shallnot constitute a waiver of the obligation of the tenant under the Lease toobtain the Landlord’s consent to any subsequent assignment, sublease or othertransfer under the Lease, nor shall it constitute a wavier of any existingdefaults under the Lease.

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## 7.                                       Deletion.  Assignor and Assignee hereby acknowledge andagree that Section 2.3 of the Lease (Options to Extend) is hereby deletedin its entirety and is of no further force or effect.

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## 8.                                       Notice Address.  Any notices to assignee shall be effective whenserved to Assignee at the Premises in accordance with the terms of theLease.  From and after the effectivedate of the Assignment, notices to Assignor shall be served at the followingaddress: __________________________________________; and if no address is filledin at the preceding blank (or if a post office box is used for the precedingblank), then Landlord may continue to send notices to Assignor at theaddress(es) provided in, and in accordance with the terms of, the Lease.

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## 9.                                       Counterparts.  This Consent may be executed in counterpartsand shall constitute an agreement binding on all parties notwithstanding thatall parties are not signatories to the original or the same counterpartprovided that all parties are furnished a coy or copies thereof reflecting thesignature of all parties.

 

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IN WITNESS WHEREOF, Landlord, Assignor andAssignee have executed this Consent on the day and year first above written.

 
|   | LANDLORD:                                                                |
|--------|--------------------------------------------------------------------------|
|   |                                                                     |
|   | EOP-INDUSTRIAL PORTFOLIO,  L.L.C., a Delaware  limited liability company |
|   |                                                                     |
|   | By:                                                                      | EOP Operating Limited  Partnership, a |
|   |                                                                     | Delaware limited partnership,  its sole |
|   |                                                                     | member |
|   |                                                                     |   |
|   | By: Equity Office Properties  Trust, a                                   |
|   | Maryland real estate  investment trust,                                  |
|   |                                                                     | its general partner |
|   |                                                                     |   |
|   |                                                                     | By: |   |
|   |                                                                     |   |   |
|   |                                                                     | Name: |   |
|   |                                                                     |   |   |
|   |                                                                     | Title: |   |
|   |                                                                     |
|   |                                                                     |
|   | ASSIGNOR:                                                                |
|   |                                                                     |
|   | ALLIANCE PHARMACEUTICAL CORP.,  a New York  corporation                  |
|   |                                                                     |
|   | By:                                                                      |   |
|   |                                                                     |   |
|   | Name:                                                                    |   |
|   |                                                                     |   |
|   | Title:                                                                   |   |
|   |                                                                     |   |
|   | By:                                                                      |   |
|   |                                                                     |   |
|   | Name:                                                                    |   |
|   |                                                                     |   |
|   | Title:                                                                   |   |
|   |                                                                     |
|   |                                                                     |
|   | ASSIGNEE:                                                                |
|   |                                                                     |
|   | PHOTOGEN TECHNOLOGIES, INC., a  Nevada  corporation                      |
|   |                                                                     |
|   | By:                                                                      |   |
|   |                                                                     |   |
|   | Name:                                                                    |   |
|   |                                                                     |   |
|   | Title:                                                                   |   |
|        |                                                                          |  |  |  |  |  |  |  |  |  |

 

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EXHIBIT A

 

COPY OF ASSIGNMENT AGREEMENT

 

[ATTACHED]

 

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LEASE ASSIGNMENT

 

Reference is made to the Lease (the “Lease”),dated as of November 7, 1997 by and among Alliance Pharmaceutical Corp., aNew York corporation (“Assignor”) and EOP-INDUSTRIAL PORTFOLIO, L.L.C., aDelaware limited liability company, as successor-in-interest to WHAMC REALESTATE LIMITED PARTNERSHIP, a Delaware limited partnership (the“Assignee”).  Capitalized terms usedherein but not otherwise defined shall have the meanings described to them inthe Lease.

 

Assignor hereby assigns to Assignee all ofits right, title and interest in, to and under the Lease and the Premises(including all of the Assignor’s right, title, and interest in and to anyprepaid rents as have been paid by Assignor pursuant to the Lease), andAssignee hereby accepts such assignment, assumes all of Assignor’s obligationsunder the Lease, agrees to be bound by all of the provisions thereof and toperform all of the obligations of the tenant thereunder from and after theeffective date hereof.  Such assignmentand assumption is made upon, and is subject to, all of the terms, conditionsand provisions of this Assignment.

 

Assignee acknowledges it has received a copyof the Lease and agrees to be bound by its terms.

 

This assignment shall be binding upon andinure to the benefit of the successors and permitted assigns of Assignee.

 

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| Assignor: | ALLIANCE PHARMACEUTICAL CORP.,  a New York  corporation |
|-----------|---------------------------------------------------------|
|      |                                                    |
|      | By:                                                     |   |   |
|      | Name:                                                   | Duane Roth |
|      | Title:                                                  | Chairman, Chief Executive  Officer and Chief |
|      |                                                    | Financial Officer |
|      |                                                    |
| Assignee: | PHOTOGEN TECHNOLOGIES, INC., a  Nevada corporation      |
|      |                                                    |
|      | By:                                                     |   |   |
|      | Name:                                                   | Taffy J. Williams |
|      | Title:                                                  | President and Chief Executive  Officer |
|           |                                                         |  |  |  |  |  |

 

 

Dated: June 18, 2003

 

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