<Page>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

/x/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the transition period ended __________________

                         Commission File Number 0-23553

                           PHOTOGEN TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

                     NEVADA                                      36-4010347
         (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                     Identification No.)


                             140 Union Square Drive
                          New Hope, Pennsylvania 18938
               (Address of principal executive offices)(Zip Code)

                                  215/862-6860
               (Registrant's telephone number including area code)

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days:

                                                 YES: /x/ NO: / /

         Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 38,842,298
SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE, ISSUED AND OUTSTANDING AT
MAY 10, 2002

================================================================================

<Page>

                                      INDEX

<Table>
<Caption>
                                                                            Page
<S>      <C>                                                                <C>
Part I.  Financial Information                                                 1

         Item 1.  Financial Statements                                         1
         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                          9
         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk                                                 15

Part II. Other Information                                                    15

         Item 1.  Legal Proceedings                                           15
         Item 4.  Submission of Matters to a Vote of Security Holders         15
         Item 5.  Other Information                                           15
         Item 6.  Exhibits and Reports on Form 8-K                            22

</Table>


                                      i
<Page>

         Photogen Technologies, Inc. ("we," "us," or the "Company") amends and
restates its Form 10-Q for the quarter March 31, 2002 as follows.

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           Photogen Technologies, Inc.
                          (A Development Stage Company)
                      Consolidated Condensed Balance Sheets
                                All amounts in $

<Table>
<Caption>
                                                                                    March 31,            December 31,
                                                                                     2002                    2001
                                                                                  (Unaudited)              (Audited)
                                                                               ------------------     ------------------
<S>                                                                            <C>                    <C>

                                   ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                                 $          316,801     $        1,352,904
     Restricted cash                                                                      150,000                      -
     Prepaid expenses                                                                      14,887                 29,775
     Deposit                                                                              328,847                474,580
                                                                               ------------------     ------------------
TOTAL CURRENT ASSETS                                                                      810,535              1,857,259

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, less accumulated
     depreciation of $1,155,422 and $1,059,997, respectively                              786,795                882,220

PATENT COSTS, net of amortization of $111,109 and $100,693, respectively                  388,891                399,307

DEPOSITS                                                                                   14,383                 69,173

INVESTMENT IN AND ADVANCES TO AFFILIATE                                                10,602,577             10,994,680
                                                                               ------------------     ------------------

              TOTAL ASSETS                                                     $       12,603,181     $       14,202,639
                                                                               ==================     ==================
                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                          $          470,965     $          373,774
     Accrued expenses                                                                     557,044                394,242
     Accrued restructuring                                                                625,000                173,932
     Accrued equipment lease                                                              393,312                374,580
                                                                               ------------------     ------------------


                                      1
<Page>


TOTAL CURRENT LIABILITIES                                                               2,046,321              1,316,528

ACCRUED EQUIPMENT LEASE                                                                   721,037                749,160

LONG-TERM DEBT                                                                          2,314,005              2,314,005
                                                                               ------------------     ------------------

TOTAL LIABILITIES                                                                       5,081,363              4,379,693
                                                                               ------------------     ------------------

SHARES SUBJECT TO RESCISSION                                                              650,000                650,000
                                                                               ------------------     ------------------

SHAREHOLDERS' EQUITY
     Preferred stock; par value $.01 per share; 5,000,000 shares authorized
         including:

         Series A Preferred Stock; 13,788 and 12,856 shares authorized, issued
              and outstanding at March 31, 2002 and December 31, 2001,
              respectively, liquidation preference $1,000 per share (in
              aggregate $13,788,000 at March 31, 2002 and
              $12,856,000 at December 31, 2001)                                               137                    128

         Series B Preferred Stock; 402,000 shares authorized; 378,716 and
              357,280 shares issued and outstanding, at March 31, 2002 and
              December 31, 2001, respectively, liquidation preference $16.88 per
              share (in aggregate $6,392,726 at March
              31, 2002 and $6,030,886 at December 31, 2001)                                 3,786                  3,572



     Common stock; par value $.001 per share; 150,000,000 shares
        authorized;  38,343,790 shares issued and outstanding                              38,344                 38,344
     Additional paid-in capital                                                        38,238,559             38,224,215
     Deficit accumulated during the development stage                                 (31,409,008)           (29,093,313)
                                                                               ------------------     ------------------

TOTAL SHAREHOLDERS' EQUITY                                                              6,871,818              9,172,946
                                                                               ------------------     ------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                     $       12,603,181     $       14,202,639
                                                                               ==================     ==================
</Table>


                                      2
<Page>

                           Photogen Technologies, Inc.
                          (A Development Stage Company)
                 Consolidated Condensed Statements of Operations
                                   (Unaudited)
                                All amounts in $


<Table>
<Caption>
                                                                                           Cumulative
                                                    Three Months      Three Months            Amounts
                                                           Ended             Ended               From
                                                       March 31,         March 31,        November 3,
                                                            2002              2001   1996 (Inception)
                                                ----------------  ----------------  -----------------
<S>                                             <C>               <C>               <C>
OPERATING EXPENSES
     Research and development                   $        689,113  $        789,788  $      13,000,524
     General and administrative                          616,725         1,124,902         13,282,593
     Restructuring charges                               451,068                 -          1,048,093
     Provision for future lease payments                       -           696,070          1,264,208
                                                ----------------  ----------------  -----------------

TOTAL OPERATING EXPENSES                               1,756,906         2,610,760         28,595,418

INCOME (LOSS) FROM JOINT VENTURE                        (560,114)         (472,553)        (4,022,293)

INVESTMENT INCOME                                          1,325            56,201          1,208,703
                                                ----------------  ----------------  -----------------

NET LOSS                                        $     (2,315,695)  $    (3,027,112)  $    (31,409,008)
                                                                                     ================
DIVIDENDS ON PREFERRED STOCK                            (334,463)         (731,702)
                                                ----------------  ----------------

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS      $     (2,650,158) $     (3,758,814)
                                                ================  ================

BASIC AND DILUTED LOSS PER COMMON SHARE         $           (.07) $           (.10)
                                                ================  ================

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING - BASIC AND DILUTED               38,842,298        37,420,980
                                                ================  ================
</Table>


                                      3
<Page>

                                 Photogen Technologies, Inc.
                                (A Development Stage Company)
                    Consolidated Condensed Statements of Shareholders' Equity
                                         (Unaudited)
                                      All amounts in $

<Table>
<Caption>



                                             Preferred Stock        Preferred Stock
                                                Series A               Series B           Common Stock        Members'
                                            Shares      Amount    Shares      Amount    Shares      Amount    Capital
--------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>      <C>          <C>      <C>          <C>        <C>        <C>
Contribution of capital                          -   $      -          -   $      -            -   $      -   $    7,268
Net loss for the period ended
 December 31, 1996                               -          -          -          -            -          -       (1,779)

BALANCE, at December 31, 1996                    -          -          -          -            -          -        5,489

     Net loss and capital contributions
        for the period January 1, 1997 to
        May 15, 1997                             -          -          -          -            -          -            -
     Capital contribution                        -          -          -          -            -          -        3,511
--------------------------------------------------------------------------------------------------------------------------

BALANCE, at May 15, 1997                         -          -          -          -            -          -        9,000

     Issuance of common stock                    -          -          -          -    6,312,833      6,313            -
     Effect of recapitalization and merger       -          -          -          -   29,687,167     29,687       (9,000)
     Cost associated with recapitalization
        and merger                               -          -          -          -            -          -            -
     Net loss for the period May 16, 1997
        to December 31, 1997                     -          -          -          -            -          -            -
--------------------------------------------------------------------------------------------------------------------------

BALANCE, at December 31, 1997                    -          -          -          -   36,000,000     36,000            -

     Issuance of common stock                    -          -          -          -      875,020        875            -
     Costs associated with common stock
        issuance                                 -          -          -          -            -          -            -
     Options issued to consultants               -          -          -          -            -          -            -
     Net loss for the year ended
        December 31, 1998                        -          -          -          -            -          -            -
--------------------------------------------------------------------------------------------------------------------------

<Caption>
                                                                     Deficit
                                                                 Accumulated
                                                Additional        During the
                                                   Paid-in       Development
                                                   Capital             Stage         Total
-------------------------------------------------------------------------------------------
<S>                                           <C>                <C>           <C>
Contribution of capital                       $          -       $         -   $     7,268
Net loss for the period ended
 December 31, 1996                                       -                 -        (1,779)

BALANCE, at December 31, 1996                            -                 -         5,489

     Net loss and capital contributions
        for the period January 1, 1997 to
        May 15, 1997                                     -            (3,511)       (3,511)
     Capital contribution                                -                 -         3,511
-------------------------------------------------------------------------------------------

BALANCE, at May 15, 1997                                 -            (3,511)        5,489

     Issuance of common stock                    1,797,137                 -     1,803,450
     Effect of recapitalization and merger       1,181,500             1,732     1,203,919
     Cost associated with recapitalization
        and merger                                (371,111)                -      (371,111)
     Net loss for the period May 16, 1997
        to December 31, 1997                             -          (554,702)     (554,702)
-------------------------------------------------------------------------------------------

BALANCE, at December 31, 1997                    2,607,526          (556,481)    2,087,045

     Issuance of common stock                    6,999,125                 -     7,000,000
     Costs associated with common stock
        issuance                                   (50,000)                -       (50,000)
     Options issued to consultants                  45,446                 -        45,446
     Net loss for the year ended
        December 31, 1998                                -        (1,973,913)   (1,973,913)
-------------------------------------------------------------------------------------------
</Table>


                                      4
<Page>

<Table>
<Caption>


                                             Preferred Stock        Preferred Stock
                                                Series A               Series B           Common Stock        Members'
                                            Shares      Amount    Shares      Amount    Shares      Amount    Capital
--------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>      <C>          <C>      <C>          <C>        <C>        <C>

BALANCE, at December 31, 1998                    -   $      -          -   $      -   36,875,020   $  36,875           -

     Exercise of stock options                   -          -          -          -        4,500           5           -
     Issuance of warrants and options            -          -          -          -            -           -           -
     Issuance of common stock                    -          -          -          -      503,866         504           -
     Issuance of preferred stock            12,015        120          -          -            -           -           -
     Net loss for the year ended
      December 31, 1999                          -          -          -          -            -           -           -
--------------------------------------------------------------------------------------------------------------------------

BALANCE, at December 31, 1999               12,015        120          -          -   37,383,386      37,384           -

     Stock option compensation                   -          -          -          -            -           -           -
     Issuance of warrants and options            -          -          -          -            -           -           -
     Issuance of preferred stock
      dividend                                 841          8          -          -            -           -           -
     Issuance of preferred stock                 -          -    337,056      3,370            -           -           -
     Net loss for the year ended
      December 31, 2000                          -          -          -          -            -           -           -
--------------------------------------------------------------------------------------------------------------------------

BALANCE, at December 31, 2000               12,856        128    337,056      3,370   37,383,386      37,384           -

     Stock option compensation                   -          -          -          -            -           -           -
     Issuance of common stock for cash           -          -          -          -      196,978         197           -
     Issuance of common stock in
      satisfaction of anti-dilution
      provision                                                                          763,426         763
     Issuance of preferred stock
      dividend                                   -          -     20,224        202            -           -           -
     Net loss for the year ended
      December 31, 2001                          -          -          -          -            -           -           -
--------------------------------------------------------------------------------------------------------------------------

BALANCE, at December 31, 2001               12,856   $    128    357,280   $  3,572   38,343,790   $  38,344           -

     Stock option compensation                   -          -          -          -            -           -           -
     Issuance of preferred stock
      dividend                                 932          9     21,436        214            -           -           -
     Net loss for the three months
      ended March 31, 2002                       -          -          -          -            -           -           -
--------------------------------------------------------------------------------------------------------------------------

BALANCE, at March 31, 2002                  13,788   $    137    378,716   $  3,786   38,343,790   $  38,344           -
--------------------------------------------------------------------------------------------------------------------------


<Caption>
                                                                     Deficit
                                                                 Accumulated
                                                Additional        During the
                                                   Paid-in       Development
                                                   Capital             Stage         Total
-------------------------------------------------------------------------------------------
<S>                                           <C>                <C>           <C>
BALANCE, at December 31, 1998                 $  9,602,097       $(2,530,394)  $ 7,108,578

     Exercise of stock options                      50,058                 -        50,063
     Issuance of warrants and options            3,664,749                 -     3,664,749
     Issuance of common stock                    6,082,150                 -     6,082,654
     Issuance of preferred stock                11,578,839                 -    11,578,959
     Net loss for the year ended
      December 31, 1999                                  -        (6,052,841)   (6,052,841)
-------------------------------------------------------------------------------------------

BALANCE, at December 31, 1999                   30,977,893        (8,583,235)   22,432,162

     Stock option compensation                     125,020                 -       125,020
     Issuance of warrants and options            1,366,050                 -     1,366,050
     Issuance of preferred stock
      dividend                                          (8)                -             -
     Issuance of preferred stock                 5,272,970                 -     5,276,340
     Net loss for the year ended
      December 31, 2000                                  -       (10,787,062)  (10,787,062)
-------------------------------------------------------------------------------------------

BALANCE, at December 31, 2000                   37,741,925       (19,370,297)   18,412,510

     Stock option compensation                      64,729                 -        64,729
     Issuance of common stock for cash             418,526                 -       418,723
     Issuance of common stock in
      satisfaction of anti-dilution
      provision                                       (763)                              -
     Issuance of preferred stock
      dividend                                        (202)                -             -
     Net loss for the year ended
      December 31, 2001                                   -       (9,723,016)   (9,723,016)
-------------------------------------------------------------------------------------------

BALANCE, at December 31, 2001                 $ 38,224,215      $(29,093,313)  $ 9,172,946

     Stock option compensation                      14,567                 -        14,567
     Issuance of preferred stock
      dividend                                        (223)                -             -
     Net loss for the three months
      ended March 31, 2002                               -        (2,315,695)   (2,315,695)
-------------------------------------------------------------------------------------------

BALANCE, at March 31, 2002                    $ 38,238,559      $(31,409,008)  $ 6,871,818
-------------------------------------------------------------------------------------------
</Table>


                                      5
<Page>

                           Photogen Technologies, Inc.
                          (A Development Stage Company)
                 Consolidated Condensed Statements of Cash Flows
                                   (Unaudited)
                                All amounts in $


<Table>
<Caption>
                                                      Three Months       Three Months     Cumulative Amounts
                                                             Ended              Ended                   From
                                                         March 31,          March 31,       November 3, 1996
                                                              2002               2001             (Inception)
                                                   ---------------    ---------------   ---------------------
<S>                                                <C>                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                      $    (2,315,695)    $   (3,027,112)   $       (31,409,008)
     Depreciation and amortization                         105,841            116,505              1,412,426

     Loss on disposal of fixed assets                            -              2,714                 38,424
     Gain on sale of marketable securities                       -                  -                (18,503)
     United States Treasury Notes
      amortization                                               -             (1,536)                12,586
     Stock option compensation                              14,567            330,569                631,083
     Issuance of warrants in exchange for
      services rendered                                          -                  -              3,995,091
     Loss from investment in affiliate                     560,114            472,553              4,022,293
     Changes in operating assets and liabilities:
         Restricted cash                                  (150,000)                 -               (150,000)
         Prepaid expenses                                   14,888            137,665                (14,887)
         Interest receivable                                     -             18,833                      -
         Accounts payable                                   97,191           (271,229)               470,965
         Accrued expenses                                  162,802                  -                557,044
         Accrued equipment lease                            (9,391)           696,070              1,114,349
         Accrued restructuring                             451,068           (103,856)               625,000
                                                   ---------------    ---------------   ---------------------
Net cash used in operating activities                   (1,068,615)        (1,628,824)           (18,713,137)
                                                   ---------------    ---------------   ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Sale of marketable securities                               -                  -              2,164,464
     Purchases of marketable securities                          -                  -             (2,182,967)
     Purchases of United States Treasury
      Notes                                                      -         (1,320,000)           (38,656,973)
     Sales of United States Treasury Notes                       -          3,208,000             39,778,548

     Purchase of capital assets                                  -            (13,731)            (1,943,553)
     Proceeds from sale of equipment                             -                  -                145,551
     Costs to acquire patent                                     -                  -               (237,335)
     Investment in and advances to affiliate              (168,011)          (249,197)           (14,624,870)
     Decrease (increase) in deposit                        200,523            (14,383)              (343,230)
                                                   ---------------    ---------------   ---------------------

Net cash provided by (used in) investing
 activities                                                 32,512          1,610,689            (15,900,365)
                                                   ---------------    ---------------   ---------------------
</Table>


                                      6
<Page>

<Table>


<Caption>
                                                      Three Months       Three Months     Cumulative Amounts
                                                             Ended              Ended                   From
                                                         March 31,          March 31,       November 3, 1996
                                                              2002               2001             (Inception)
                                                   ---------------    ---------------   ---------------------
<S>                                                <C>                <C>               <C>
CASH FLOWS FROM FINANCING ACTIVITIES
     Principal payments on capital leases          $             -    $        (5,305)  $          (291,704)
     Net proceeds from issuance of equity                        -            375,000            31,367,439
     Proceeds from capital contributions by
      shareholders                                               -                  -             1,911,674
     Proceeds from issuance of debt                              -                  -             2,314,005
     Cost of recapitalization                                    -                  -              (371,111)
                                                   ---------------    ---------------   ---------------------
Net cash provided by financing activities                        -            369,695            34,930,303
                                                   ---------------    ---------------   ---------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS        (1,036,103)           351,560               316,801

CASH AND CASH EQUIVALENTS, at beginning
 of period                                               1,352,904            622,795                     -
                                                   ---------------    ---------------   ---------------------
CASH AND CASH EQUIVALENTS, at end of period        $       316,801    $       974,355   $           316,801
                                                   ===============    ===============   =====================
</Table>


                                      7
<Page>

                           Photogen Technologies, Inc.
                          (A Development Stage Company)
                     Notes To Condensed Financial Statements
                                   (Unaudited)

                                 March 31, 2002

1.       BASIS OF PRESENTATION

         The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information pursuant to Regulation S-K. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three months ended March 31, 2002 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2002.

2.       JOINT VENTURE/INVESTMENT IN AFFILIATE

           The following is summarized financial information for the joint
           venture Sentigen, Ltd. at March 31, 2002 and 2001.

<Table>
<Caption>
         MARCH 31,                                                2002             2001
         -------------------------------------------------------------------------------
<S>                                                     <C>               <C>
             License purchased from Elan, net of
                  amortization of $1,467,395 in 2002
                  and $489,131 in 2001                  $    13,532,605   $   14,510,869
         -------------------------------------------------------------------------------
         Total assets                                   $    13,532,605   $   14,510,869

         Due to affiliates                              $       665,299   $    1,985,243

         Total shareholders' equity                          12,867,306       12,525,626
         -------------------------------------------------------------------------------

         Total liabilities and equity                   $    13,532,605   $   14,510,869
         ===============================================================================

         Research and development expense               $       445,310   $      345,389
         General and administrative expense                      18,739          -
         Amortization of license                                244,566          244,565
         -------------------------------------------------------------------------------

         Net loss                                       $       708,615   $      589,954
         ===============================================================================
</Table>

3.       BASIC AND DILUTED LOSS PER COMMON SHARE

         Basic and diluted loss per common share is computed based on the
weighted average number of common shares outstanding. Loss per share excludes
the impact of outstanding options and warrants, preferred stock and convertible
debt as they are antidilutive. Potential common shares excluded from the


                                      8
<Page>

calculation at March 31, 2002 are 6,519,000 options, 1,149,724 warrants,
1,199,312 shares issuable upon the conversion of Series A and B Preferred
Stock and 132,706 shares issuable upon conversion of the Elan line of credit.
Basic and diluted loss per common share includes 498,508 shares of common
stock subject to rescission.

4.       RESTRUCTURING

         In 2000, the Company recorded a restructuring charge of $597,025,
included in operating expenses, relating to the closure of its operations in
Westborough, Massachusetts. The restructuring charge includes accruals related
to estimated lease termination costs and accruals related to employee severance
and related expenses in connection with their termination. All employees at the
Westborough facility were terminated. In 2002, the Company recorded an
additional restructuring charge related to termination costs for one of the
Westborough employees. The restructuring charge is summarized as follows:

<Table>
<Caption>
                                                  Balance at                  Balance at                 Balance at
                     Charged in  Utilized in    December 31,  Utilized in   December 31,    Charged in    March 31,
                           2000         2000            2000         2001           2001          2002         2002
-------------------------------------------------------------------------------------------------------------------
<S>                  <C>         <C>            <C>           <C>           <C>             <C>          <C>
Employee costs         $ 95,233     $ 65,223        $330,000      $156,068       $173,932      $451,068    $625,000

Lease costs             201,802      201,802               -             -              -             -           -

Total                  $597,025     $267,025        $330,000      $156,068       $173,932      $451,068    $625,000
===================================================================================================================
</Table>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

         Portions of the discussion in this item contain forward-looking
statements and are subject to the Risk Factors described below.

         We are an emerging, development-stage biopharmaceutical company
focused on developing a novel contrast agent with potential applications in
the imaging of the cardiovascular system and cancer metastasizing into the
lymphatic system. We also have in development products to treat psoriasis and
other topical diseases and cancer. Our principal product is an X-ray contrast
agent we call PH-50, when referring to cardiovascular applications, and N1177
when referring to lymphography. The lymphography application is being
developed in a joint venture with units of Elan Corporation plc. We have or
own the rights for all other applications. In December 2001, we announced
positive preclinical results of PH-50. Based on these studies, the extensive
preclinical toxicology and other study work, including the product's use in
over 120 patients for lymphography, we shifted the strategic direction of
Photogen to focus on the cardiovascular and lymphography applications. We
plan to focus our efforts on these high value opportunities and to license or
co-develop our other products. We have not completed development of any
diagnostic or therapeutic product or process at this time and have no revenue
from operations.

         As of April 8, 2002, we entered into a credit facility that will
provide us with a $2,500,000 revolving line of credit, bearing interest at
4.65%, for a period of five years. The loan is secured by a lien on all of
our assets.


                                      9
<Page>

         Absent additional funding from the sale of debt or equity securities
or the sale or licensing of any of our products in development, we expect to
sustain operations through the next twelve months. Our ability to conduct
operations beyond that date is entirely dependent on our ability to obtain
additional capital, and we are aggressively seeking such capital. See "Risk
Factors - We must raise additional financing in the future and our ability to
do so could prevent us from implementing our business plan," below.

         We operate with a small staff of researchers and senior level
managers to conduct basic research, oversee and direct third party
contractors and perform administrative functions. We contract with third
party consultants having expertise in clinical development and regulatory
matters to supplement our internal capabilities. We contract with third party
research laboratories, contract research organizations and manufacturers for
clinical material supplies and the management of clinical trials. We also
contract with academic and other institutions to conduct specified research
projects.

         We expect that our quarterly and annual results of operations will
fluctuate based on several factors including, the timing and amount of
expenses involved in conducting our research programs, particularly the
conduct of clinical trials, the cost of clinical material used in those
trials and required for compliance with FDA regulations and the amount, if
any, of fees, milestone payments and research support payments received from
potential strategic partners.

         We consider our investment in the joint venture with affiliates of
Elan to be our only asset subject to a significant estimate. The carrying
value of our 80.1% equity interest in Sentigen, Ltd., the joint venture
entity, at March 31, 2002 was $10,602,577. At year end 2001, we reviewed the
financial projections of Sentigen and the underlying assumptions and have
concluded that there has been no degradation to the carrying value of our
investment. The assumptions underlying the financial forecasts were based on
currently available information, including estimates of development costs,
pricing, operating expenses and market sizes and penetration. These estimates
may change and any such changes may impact our future estimates of
appropriate carrying values. At March 31, 2002, no changes had occurred in
such estimates.

CORE PRODUCT AREA

         Our core product is PH-50/N1177, a novel contrast agent that may
have multiple applications in vascular and cardiac imaging and lymphography.

CARDIOVASCULAR IMAGING - PH-50 may have application as a novel technique to
image the cardiovascular system using standard CT scanners. In animal model
studies, encouraging results have been demonstrated to image the heart, liver
and other organs. PH-50 could allow the imaging of the cardiovascular system
(angiography) and other organs without the need for catheters and high-speed
cameras. Over two million angiography procedures are conducted annually in
the U.S. Preclinical studies also suggest that PH-50 can be used to detect
coronary vulnerable plaque a condition believed to be a precursor to heart
attacks and sudden cardiac failure.

LYMPHOGRAPHY -- Through a joint venture with Elan Corporation, we are developing
N1177, a proprietary material to precisely locate and diagnose the spread of
cancer (micro-metastases) when administered into a patient's lymphatic system.
This novel nanoparticulate (a very small particle designed to travel through the
lymphatic system) X-ray contrast agent, when used with a standard computed
tomography (CT) scanner (a technology called "lymphography"), is being developed
to enable imaging and detection of


                                      10
<Page>

cancer in lymph nodes prior to surgery. Phase 1 studies have been completed.
Phase 2 studies are planned to commence in 2002.

OTHER PRODUCTS

         We are in discussions with the founders of Photogen, L.L.C., about
the possibility of transferring to an entity they control certain of our
therapeutic products and technologies (primarily PH-10 and laser
technologies) in exchange for the Company's stock beneficially owned by the
founders (approximately 20,548,435 shares of common stock). The consummation
of such a transaction would depend upon the resolution of numerous
contingencies, including negotiating a structure for the transaction,
resolution of any potential tax and accounting issues, execution of
definitive agreements, receipt of appropriate fairness and other opinions,
and board and stockholder approval. There can be no assurance that such a
transaction can ultimately be consummated.

Products and technology that would be transferred to the founders include
applications for:

PSORIASIS -- We have completed a Phase 1 clinical study of PH-10 as a
treatment for plaque psoriasis, the most common form of the disease
afflicting approximately 7 million people in the U.S. Data from this study is
currently being analyzed. Applied topically and activated with green laser
light, PH-10 is a promising treatment for psoriasis, particularly in areas
such as knees, elbows and facial areas. A clinical study conducted in Denmark
demonstrated a 58% reduction in the skin thickness of psoriatic plaque with a
single treatment of PH-10. This statistically significant result (p = 0.01)
lasted for the 90-day duration of the study. Reduction in plaque thickness is
generally regarded as a precursor to other clinical indications of efficacy.

ACTINIC KERATOSIS -- We have completed a Phase 1 clinical study of PH-10 to
treat actinic keratosis, a skin disease resulting from over-exposure to
sunlight afflicting 5 million people in the U.S. Actinic keratosis is widely
believed to be a precursor to squamous cell cancer, the second leading cause
of death due to skin cancer. Clinical data from this study is currently being
analyzed.

SOLID TUMOR CANCERS -- PH-10, in an injectable formulation, shows promise to
enhance the effect of radiation therapy in the treatment of solid tumors,
which represent 70% of all cancers initially diagnosed. This includes breast,
prostate, lung, melanoma, cervical and uterine cancers. The American Cancer
Society estimates that approximately 660,000 new cases of such cancers are
diagnosed annually. In pre-clinical studies of several radiation resistant
tumor models, PH-10 applied intratumorally consistently resulted in reduction
of tumor mass, while tumors in control models increased. We are working to
develop a systemic application of PH-10. If successful, we could commence
human clinical studies to treat either glioblastoma (brain cancer) or hepatic
and colon cancers.

MULTIPHOTON TECHNOLOGY -- Our proprietary laser technology uses ultrashort,
pulsed bursts of long wavelength light to activate photoactive agents and
other compounds that react with light to destroy diseased tissue. This
technology can also be used to create images of tissue for diagnostic
purposes.

         Our senior executive and clinical development organization operates
from our corporate headquarters in New Hope, Pennsylvania. We have on staff
personnel with expertise in clinical development, clinical trial design and
regulatory approval processes. We also work closely with consultants
experienced in drug development and regulatory requirements. Our scientific
research team, located in Knoxville, Tennessee includes specialists in
molecular biology, non-linear laser physics, interventional radiology,
spectroscopy, bioengineering and photochemistry.

RESULTS OF OPERATIONS


                                      11
<Page>

         Our efforts have been focused on the development and clinical
testing of diagnostic and therapeutic products. To date, we have not
generated revenues from the sale of any proposed diagnostic or therapeutic
products or other operations.

         Research and development costs for the three month period ended
March 31, 2002 decreased 13 percent to $689,113 from $789,788 for the
comparable three month period ended March 31, 2001. The reduction was due
principally to lower expense levels for our FDA consultants, partially offset
by clinical trial expenses and other costs incurred as our products undergo
human clinical testing.

         General and administrative expenses declined 45 percent to $616,725
in the three month period ended March 31, 2002 from $1,124,902 in the
comparable 2001 period. The decline is primarily attributable to the
reduction in the amortization of the cost of certain warrants that had been
granted to a consultant, the absence of recruiting costs as well as lower
legal expenses partially offset by costs of our New Hope, PA office.

         In 1999, we entered into a joint venture with affiliates of Elan
Corporation for the development of N1177, a potential product to identify and
diagnose lymph nodes for the presence of cancer. We own 80.1% of the joint
venture entity, Sentigen, Ltd., with the balance owned by Elan. During the
first quarter of 2001 and 2002, we recorded losses from the joint venture of
$472,553 and $560,114, respectively. These losses resulted from our share of
development expenses incurred in the joint venture by the two participants,
including personnel expenses and costs associated with developing a
manufacturing process, including the purchase of drug substance and other
materials.

         In September 2000, we initiated a restructuring of our clinical
development operations. We closed our Westborough, Massachusetts office and
delivered notices of material breaches and/or dissatisfaction pursuant to the
employment agreements with three employees who worked there at that time.
Clinical development activities formerly carried on in Westborough were
assumed by outside consultants and other company employees. We took a charge
against earnings at that time of $597,025 for termination of our office lease
and associated expenses and termination costs associated with certain of the
employees at that location.

         We had reached termination agreements with two of these employees.
During the first quarter 2002 we increased the provision by $451,068 to
$625,000, to provide for a potential settlement with the third Westborough
employee. We cannot estimate at this time additional costs or obligations (if
any) related to any litigation arising from the office closing. See Item 3
"Legal Proceedings" of our Form 10-K at December 31, 2001 for additional
information concerning this restructuring.

         During the three months ended March 31, 2002, we had no capital
expenditures. During the next twelve months we expect capital expenditures to
be less than $100,000. During 2001, as a result of the closing of the
Westborough facility and the shift in the research priorities, we determined
that certain equipment we were leasing would no longer be useful in our
research. Accordingly, in the first quarter of 2001 we recorded a provision
for future lease payments of $696,070. In the fourth quarter of 2001 we
increased the accrual to a total of $1,264,208 representing the remaining
lease obligations. While we will pursue opportunities to sublease or
otherwise mitigate these obligations, there can be no assurance of any
success in this regard.

         For the three months ended March 31, 2002, our investment income
decreased to $1,325 from $56,201 in the three months ended March 31, 2001. The
decrease in investment income resulted primarily from lower average balances of
securities in our investment portfolio. We expect our


                                      12
<Page>

investment income to fluctuate both as our capital decreases or increases and
as the rates of interest earned by our portfolio vary due to shifts in short
term interest rates.

         We recorded dividends on preferred stock of $334,463 in the three
months of 2002 compared to $731,702 for the comparable period in 2001. This
decrease is due to the absence of the cost of certain beneficial conversion
provisions payable under Series B Preferred Stock originally issued in
February 2000. Under the applicable Certificate of Designations the holder of
Series A Preferred is entitled to a mandatory payment-in-kind dividend equal
to 7% (i.e., 0.07 additional shares of Series A Preferred) which is
cumulative, compounds on a semi-annual basis and is payable twice a year.
Similarly, under the applicable Certificate of Designation the holders of
Series B Preferred are entitled to a payment-in-kind dividend equal to 6%
(i.e., 0.06 additional shares of Series B Preferred), which is cumulative and
payable annually.

         As a result of the above factors, our net loss of $2,315,695 for the
three months ended March 31, 2002, decreased by 24% from $3,027,112 reported
for the three months ended March 31, 2001. Our cumulative losses since
inception are approximately $31,409,008. Our net loss attributable to common
shareholders (including "in kind" preferred dividends) for the three months
ended March 31, 2002, decreased to $2,650,158, or $0.07 per share from
$3,758,814, or $0.10 per share for the three months ended March 31, 2001.

LIQUIDITY; CAPITAL RESOURCES

         At March 31, 2002 we had cash and cash equivalents totaling
approximately $316,801.

         We have a $4.8 million credit line available from Elan under which
we may borrow to fund our portion of the losses incurred by the joint
venture. At March 31, 2002 we had borrowed $2,314,005 under this credit line
to fund our capital obligations to Sentigen, a portion of which was in turn
used by Sentigen to reimburse us for expenses we had incurred on behalf of
the joint venture. Our current and any future borrowings under this facility
bear interest at 8% per annum, and are either repayable in 2005 or
convertible, at Elan's election, into our common stock at a conversion price
of $18.15 per share.

         On April 8, 2002, we entered into a credit facility that will
provide us with a $2,500,000 revolving line of credit, bearing interest at
4.65%, for a period of five years. The loan is secured by a lien on all of
our assets. At March 31, 2002 we had not borrowed any amounts on this line of
credit.

         Absent additional funding from the sale of debt or equity securities
or the sale or licensing of any of our products in development, we expect to
sustain operations for the next twelve months. Our ability to conduct
operations beyond that date is entirely dependent on our ability to obtain
additional capital, and we are aggressively seeking such capital. We have and
continue to take actions to minimize our spending until we raise additional
capital through the sale of securities or the sale/licensing of certain
assets, and we are aggressively seeking additional capital. If additional
funds are raised by issuing equity securities, substantial dilution to
existing stockholders may result. However, there can be no assurance that
such capital will be available under acceptable terms, if at all. See "Risk
Factors -- We must raise additional financing in the future and our inability
to do so could prevent us from implementing our business development plan,"
below.

         We have access to certain additional capital through borrowings under
our credit line with Elan to reimburse our development costs of N1177 and
borrowings under our revolving line of credit.

                                      13
<Page>

As of April 2, 2001, the Company no longer met the $75 million public float
test and was no longer eligible to use its shelf registration statement in
its current form. From April 26, 2001 through June 21, 2001, Photogen sold a
total of 498,508 shares of common stock in a series of five transactions to
Ballsbridge Finance Limited of London, England at prices varying from $1.13
to $1.55 per share for an aggregate cash purchase price of $650,000. Although
these shares were sold pursuant to Registration Statement No. 333-46394
(effective February 9, 2001), the prospectus at the time of the sales to
Ballsbridge Finance Limited did not meet the requirements of Section 10(a)(3)
of the Securities Act causing the sale of such shares to be subject to
rescission and resulting in a contingent liability to the Company of
$650,000. See "Risk Factors -- We must raise additional financing in the
future and our ability to do so could prevent us from implementing our
business plan".

         We have used, and if additional capital is secured, expect over the
next 12 months to use the capital available in our lines of credit or from
other issuances of debt or other equity securities, for general corporate
purposes, including activities related to preparing for and conducting
clinical trials, purchase and preparation of clinical material, conduct of
preclinical studies, administrative expenses to support our research and
development activities, capital expenditures and to meet working capital
needs. If our financial condition permits, we expect to evaluate from time to
time the acquisition or license of businesses, technologies or products. The
purchase of any such licenses or technologies would be funded by a portion of
any net proceeds of future offerings or the issuance of debt or equity
securities specifically for that purpose; at this time we have no plan or
commitments for any acquisition or license. We expect our use of capital to
increase as we conduct further clinical trials.

PLAN OF OPERATION

         During the next twelve months we will focus our efforts on the
development of PH-50 and N1177 reflecting the strategic shift in the
direction of the company. Specifically we expect to conduct preclinical and
human clinical studies, prepare required filings to the FDA, and as required
to foreign regulatory bodies and acquire quantities of clinical grade drug
formulations of these products. We are in discussions to split off our
therapeutic technologies to the founders of Photogen L.L.C. Should that
splitoff not occur, we would seek to otherwise license, co-develop or sell
those technologies to other third parties. We would not expect to continue
further development activities for these products without obtaining
sufficient financing to fund the associated development costs. If we obtained
sufficient funds to finance further development of our dermatology and cancer
therapy products, we would conduct similar development activities for those
indications as we plan for PH-50/N1177. We expect to continue to incur
increasing losses for at least the next three years as we intensify research
and development, preclinical and clinical testing and associated regulatory
approval activities and engage in or provide for the manufacture and/or sale
of any products that we may develop.

         As we progress further into human clinical trials, our use of
capital will increase. We expect to continue to incur increasing losses for
at least the next several years as we intensify research and development,
preclinical and clinical testing and associated regulatory approval
activities and engage in or provide for the manufacture and/or sale of any
products that we may develop. Greater capital resources would enable us to
quicken and expand our research and development activities, and our failure
to raise additional capital will (absent a suitable collaborative agreement
providing for a third party to take over these functions) significantly
impair or curtail our ability to conduct further research and development
activities and our ability to seek regulatory approval for any possible
product resulting from that research. In any event, complete development and
commercialization of our technology will require substantial additional
funds. See "Risk Factors -- We must raise additional financing in the future
and our inability to do so could prevent us from implementing our business
plan," below. Accordingly, we are aggressively pursuing capital formation
opportunities, either through offerings of equity or debt or as part of
collaborative arrangements with third parties.


                                      14
<Page>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The primary market risk that could impact us is the fluctuation in
interest rates related to our investments in Government bonds. As our
investments all have short-term maturities, the investment return will
reflect the current market rates. To date, we have not engaged in any
derivative or hedging activities.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         In conjunction with the restructuring of our clinical development
office in Westborough, Massachusetts, we filed a lawsuit captioned PHOTOGEN,
INC. V. GERALD L. WOLF (Case No. 00C 5841), in the United States District
Court for the Northern District of Illinois. That litigation is described in
our Form 10-K for the year ended December 31, 2001. The parties to the
litigation signed a term sheet listing key terms for the confidential
settlement of that litigation. The term sheet contemplates, among various
terms, the dismissal of all parties' claims and mutual releases, and certain
payments to Dr. Wolf and MGH. The settlement is subject to execution of
definitive documentation and approval of Photogen's Board.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

ITEM 5.  OTHER INFORMATION

RISK FACTORS

         This Form 10-Q/A contains (and press releases and other public
statements we may issue from time to time may contain) a number of
forward-looking statements regarding our business and operations. Statements in
this document that are not historical facts are forward-looking statements. Such
forward-looking statements include those relating to:

o        our current business and product development plans,

o        our future business and product development plans,

o        the timing and results of regulatory approval for proposed products,
         and

o        projected capital needs, working capital, liquidity, revenues, interest
         costs and income.

         Examples of forward-looking statements include predictive statements,
statements that depend on or refer to future events or conditions, and
statements that may include words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates," "should," "may," or similar expressions, or
statements that imply uncertainty or involve hypothetical events.

         Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future periods to differ
materially from what is currently anticipated. We make


                                      15
<Page>

cautionary statements in certain sections of this Form 10-Q, including under
"Risk Factors." You should read these cautionary statements as being
applicable to all related forward-looking statements wherever they appear in
this Form 10-Q, in the materials referred to in this Form 10-Q, in the
materials incorporated by reference into this Form 10-Q, or in our press
releases or other public statements. In light of these risks, uncertainties
and assumptions, the forward-looking events discussed in this Form 10-Q or
other documents incorporated by reference might not occur. No forward-looking
statement is a guarantee of future performance and you should not place undue
reliance on any forward-looking statement.

         The following are some of the key risk factors that may affect our
future results:

WE ARE A DEVELOPMENT STAGE COMPANY, WE HAVE CONDUCTED ONLY LIMITED STUDIES ON
OUR PRODUCTS IN DEVELOPMENT AND WE DO NOT HAVE ANY REVENUES FROM SALES.

         Our Company and our technologies are in early stages of development.
We began our business as a biopharmaceutical company in 1997. We have not
generated revenues from sales or operations, and we do not expect to generate
sufficient revenues to enable us to be profitable for at least several years.

         Our proposed technologies and products generally must complete
preclinical tests in animals and three phases of tests (also called clinical
trials) in humans before we can market them for use. Use of our technology
has been limited primarily to laboratory experiments, animal testing or human
pilot studies and only one compound has completed Phase 1 clinical trials. We
have therefore not yet conducted substantive studies on the effectiveness of
our compounds on human subjects. The drug products we currently contemplate
developing will require costly and time-consuming research and development,
preclinical and clinical testing and regulatory approval before they can be
commercially sold. We may not be able to develop our technology into
marketable products or develop our technology so it is effective for
diagnosis or treatment of human diseases. As a result of changing economic
considerations, market, clinical or regulatory conditions, or clinical trial
results, we may shift our focus or determine not to continue one or more of
the projects we are currently pursuing.

WE HAVE A HISTORY OF LOSSES AND WE MAY NOT ACHIEVE OR MAINTAIN PROFITABILITY
IN THE FUTURE OR PAY CASH DIVIDENDS.

         We have incurred losses since the beginning of our operations. As of
March 31, 2002, we have incurred cumulative net losses (before dividends on
preferred stock) of approximately $31,409,008. We expect our losses to
increase in the future as our financial resources are used for research and
development, preclinical and clinical testing, regulatory activities,
manufacturing, marketing and other related expenses. We may not be able to
achieve or maintain profitability in the future. We have never declared or
paid any cash dividends to stockholders, and do not expect to do so in the
foreseeable future.

WE MUST RAISE ADDITIONAL FINANCING IN THE FUTURE AND OUR INABILITY TO DO SO
WILL PREVENT US FROM IMPLEMENTING OUR BUSINESS DEVELOPMENT PLAN.

         We believe that through the use of our cash and lines of credit, we
will have cash resources for our current commitments over the next twelve months
(depending on the pace of our spending for preclinical and clinical testing and
other commitments, which, to an extent, we can adjust to preserve cash). We will
need substantial additional financing for our research, clinical testing,
product development and marketing programs. We cannot accurately estimate the
amount of additional financing required; however, the amount could be an
additional $30 million or more over the next several years. We


                                      16
<Page>

are aggressively seeking to raise additional capital through stock and debt
offerings, collaborative relationships and other available sources.
Additional funds may not be available on acceptable terms, if at all, and
existing stockholders may be diluted as a result of those offerings. The
pricing of our common stock, or other security convertible into common stock,
in any such transaction may also result in an increase in the number of
shares of common stock issuable upon conversion of Series B preferred stock
or exercise of warrants in accordance with the anti-dilution provisions in
the instruments governing those securities.

OUR PROPOSED PRODUCTS ARE SUBJECT TO EXTENSIVE TESTING AND GOVERNMENT
APPROVAL, AND WE MAY NOT OBTAIN THE APPROVALS NECESSARY TO SELL OUR PROPOSED
PRODUCTS.

         None of our proposed imaging, drug and device products has received
the Food and Drug Administration's approval. An extensive series of clinical
trials and other associated requirements must be completed before our
proposed products can be approved and sold in the United States or other
countries. Requirements for FDA approval of a product include preclinical and
clinical testing for effective use and safety in animals and humans; that
testing can be extremely costly. The time frame necessary to perform these
tasks for any individual product is long and uncertain, and we may encounter
problems or delays that we cannot predict at this time. Even if testing is
successful, our proposed products may not demonstrate sufficient
effectiveness or safety to warrant approval by the FDA or other regulatory
authorities. Any regulatory approval may not cover the clinical symptoms or
indications that we may seek. Marketing our products in other countries will
require seeking and obtaining regulatory approvals comparable to those
required in the United States.

IF WE DO NOT OBTAIN AND MAINTAIN PATENT OR OTHER PROTECTION OF OUR CORE
TECHNOLOGIES (NAMELY PH-50 FOR CARDIOVASCULAR IMAGING, N1177 AND OUR OTHER
LYMPHOGRAPHY MATERIALS AND METHODS, PH-10 AND OUR LASER TECHNOLOGIES), WE MAY
HAVE DIFFICULTY COMMERCIALIZING PRODUCTS USING THESE TECHNOLOGIES.

         Our success depends in part on our ability to obtain, assert and
defend our patents, protect trade secrets and operate without infringing the
intellectual property of others. Among the important risks in this area are
that:

         o Our patent applications may not result in issued patents. Moreover,
           any issued patents may not provide us with adequate protection of our
           intellectual property or competitive advantages, and the law on the
           scope of patent coverage is continually changing.

         o Various countries limit the subject matter that can be patented
and limit the ability of a patent owner to enforce patents in the medical
field. This may limit our ability to obtain or utilize those patents
internationally.

         o Existing or future patents or patent applications (and the
products or methods they cover) of our competitors (or others, such as
research institutions or universities) may interfere, invalidate, conflict
with or infringe our patents or patent applications. Similarly, the use of
the methods or technologies contained in our patents, patent applications and
other intellectual property may conflict with or infringe the rights of
others.

         o If an advance is made that qualifies as a joint invention, the
joint inventor or his or her employer may have rights in the invention. We
are currently in litigation with our former Medical


                                      17
<Page>

Director and his former employer, Massachusetts General Hospital, concerning
his claims of joint inventorship of some of our PH-10 inventions.

         We will be able to protect our proprietary rights from unauthorized
use by third parties only to the extent that these rights are covered by
valid and enforceable patents or effectively maintained as trade secrets. We
own seven patents in the U.S., and eleven other patents in foreign countries
including Taiwan, Australia, Singapore, Japan and New Zealand. We are also
the exclusive licensee to a group of patented proprietary compounds known as
nanoparticulates from Massachusetts General Hospital and Nycomed Imaging AS.
We have filed patent applications under the Patent Cooperation Treaty
covering a number of foreign countries. These patents and the patent
applications relate to the use of PH-50 as a cardiovascular imaging agent,
laser and ionizing radiation technology, photoactive agents and methods,
methods for enhanced cell production and methods for performing lymphography.

         The patent position of biopharmaceutical companies involves complex
legal and factual questions, and therefore we cannot assure the
enforceability of these patents. Litigation over patents and other
intellectual property rights occurs frequently in our industry, and there is
a risk that we may not prevail in disputes over the ownership of intellectual
property. Further, interference may occur over the rights to certain
inventions, and there is a risk that we may not prevail in an interference.
Those disputes can be expensive and time consuming, even if we prevail.
Intellectual property disputes are often settled through licensing
arrangements that could be costly to us. In any intellectual property
litigation, it is possible that licenses necessary to settle the dispute
would not be available, or that we would not be able to redesign our
technologies to avoid any claimed infringement.

         Confidentiality agreements covering our intellectual property may be
violated and we may not have adequate remedies for any violation. Third
parties may challenge our existing patents and seek to hold them invalid or
unenforceable. Also, our intellectual property may in other ways become known
or be independently discovered by competitors.

         To the extent we use intellectual property through licenses or
sub-licenses (as is the case for some of our lymphography technology), our
rights are subject to us performing the terms of the license or sub-license
agreement with third parties. Our rights are also subject to the actions of
third parties we may not be able to control, such as our sub-licensor
complying with the terms of its license with the patent owner and the patent
owner maintaining the patent.

         Where intellectual property results from a research project
supported by U.S. Government funding, the Government has limited rights to
use the intellectual property without paying us a royalty.

WE ARE HIGHLY DEPENDENT UPON A SMALL NUMBER OF EMPLOYEES AND CONSULTANTS WHO
PROVIDE SCIENTIFIC AND MANAGEMENT EXPERTISE, AND IT MAY BE DIFFICULT TO
IMPLEMENT OUR BUSINESS DEVELOPMENT PLANS WITHOUT THIS EXPERTISE.

         These individuals have entered into employment or consulting
agreements, confidentiality and/or non-competition agreements with us. We
could suffer competitive disadvantage, loss of intellectual property or other
material adverse effects on our business and results of operations if any
employee or consultant violates or terminates these agreements or terminates
his or her association with us. Our growth and future success also depends
upon the continued involvement and contribution from these individuals, as
well as our ability to attract and retain highly qualified personnel now and
in the future.

         We currently employ three senior scientists (Drs. Dees, Scott and
Wachter) and three senior executive officers, including Dr. Williams (our CEO),
Mr. Boveroux (our CFO) and Dr. Reinhard Koenig


                                      18
<Page>

(Senior Vice President of Medical and Regulatory Affairs). We also have
retained consultants to advise us in regulatory affairs and product
development matters. If we lost the services of our executive officers or
outside consultants, we could experience a delay in the implementation of our
business plan until we arranged for another individual or firm to fulfill the
role. The loss of one of our scientists could cause delay in implementing our
business plan and also jeopardize development of new technologies.

WE HAVE TO RELY ON THIRD PARTIES AND COLLABORATIVE RELATIONSHIPS FOR THE
MANUFACTURE, CLINICAL TESTING AND MARKETING OF OUR PROPOSED PRODUCTS, AND IT
MAY BE DIFFICULT TO IMPLEMENT OUR BUSINESS DEVELOPMENT PLANS WITHOUT THESE
COLLABORATIONS.

         We are currently involved in a joint venture with affiliates of Elan
Corporation, plc, called Sentigen Ltd., to develop and commercialize
materials in the field of lymphography. We have had and expect to continue in
the future to have a variety of research agreements with universities and
other research institutions to investigate specific protocols. We also
contract and expect to continue to contract with research organizations and
other third parties to manage clinical trials of our proposed products in
development. We must continue to enter into collaborative relationships with
third parties for additional research and development, preclinical and
clinical testing, marketing and distribution of our proposed products.

         We are also dependent on third parties for the manufacture of
supplies of our products and for the supply of lasers and radiotherapy
devices and similar hardware in physicians' offices and hospitals. We have
several research and supply agreements with third parties. However, we may
not be able to negotiate other acceptable collaborative and supply
arrangements in the future.

         Collaborative relationships may limit or restrict our operations or
may not result in an adequate supply of necessary resources. Our
collaborative partner could also pursue alternative technologies as a means
of developing or marketing products for the diseases targeted by our
collaborative program. If a third party we are collaborating with fails to
perform under its agreement or fails to meet regulatory standards, this could
delay or prematurely terminate clinical testing of our proposed products.

OUR POTENTIAL MARKETS ARE EXTREMELY COMPETITIVE, AND MANY OF OUR COMPETITORS
HAVE GREATER RESOURCES AND HAVE PRODUCTS THAT ARE IN MORE ADVANCED STAGES OF
DEVELOPMENT.

         We face substantial competition from competitors with greater
financial, technical and human resources and with greater experience in
developing products, conducting preclinical or clinical testing, obtaining
regulatory approvals, manufacturing and marketing. We understand that the
existing market for radiopaque contrast agents is estimated to be
approximately $3.4 billion worldwide. The dominant uses of media are those
employed in conjunction with CT or X-ray scans. Approximately half of the
usage is in the U.S. Omnipaque(R), marketed by a unit of Amersham is
estimated to be the leading agent utilized in coronary angiography. Other
companies marketing contrast agents include Mallinckrodt, Inc. (a unit of
Tyco International Ltd.), Bristol-Myers Squibb Medical Imaging (a unit of
Bristol-Myers Squibb Company), Berlex Laboratories, Inc., Abbott Laboratories
and Bracco.

         More broadly defined, other modalities, such as magnetic resonance
imaging and ultrasound, are also used by physicians to image internal
vasculature and organs. These modalities, including CT imaging, each have
particular attributes that may make their use applicable to any particular
situation.

         Competitors in the field of using light energy to treat and diagnose
disease include: Miravant Medical Technologies, Pharmacyclics, Inc., QLT Inc.,
Axcan Pharma Inc., Dusa Pharmaceuticals, Inc.


                                      19
<Page>

and PhotoCure ASA. There are also numerous companies developing other
technologies to image the vascular system and various body organs, and to
treat and/or diagnose psoriasis, actinic keratosis, cancer and other
diseases. Examples of the technologies from those other companies are the use
of magnetic resonance imaging or ultrasound techniques to create internal
organ images, drug or genetic treatments, procedures that use sound waves and
procedures that destroy diseased tissue using heat. Some of these firms have
drugs or devices that have completed or are in advanced stages of clinical
trials and regulatory approvals.

         Others may develop technologies and obtain patent protection that
could render our technologies or products obsolete or less competitive or our
patents invalid or unenforceable. Due to the inherent risk of failure
associated with the testing, development and production of new and innovative
technologies, our technologies and products may be found to be ineffective,
have unanticipated limitations or otherwise be unsuccessful in the
marketplace. Also, although we believe our estimates of the possible size of
markets for our potential products are based on information we consider
reliable (including data from the American Heart Association, American Cancer
Society and similar sources in the public domain), that data or our analysis
of the data could prove incorrect.

CHANGES IN HEALTH CARE REIMBURSEMENT POLICIES OR LEGISLATION MAY MAKE IT
DIFFICULT FOR PATIENTS TO USE OR RECEIVE REIMBURSEMENT FOR USING OUR
PRODUCTS, WHICH COULD REDUCE OUR REVENUES.

         Our success will depend, in part, on the extent to which health
insurers, managed care entities and similar organizations provide coverage or
reimbursement for using the medical procedures and devices we plan to
develop. These third-party payers are increasingly challenging the price of
medical procedures and services and establishing guidelines that may limit
physicians' selections of innovative products and procedures. We also cannot
predict the effect of any current or future legislation or regulations
relating to third-party coverage or reimbursement on our business. We may not
be able to achieve market acceptance of our proposed products or maintain
price levels sufficient to achieve or maintain any profits on our proposed
products if adequate reimbursement coverage is not available.

THE CURRENT BOARD OF DIRECTORS CONTROLS PHOTOGEN, WHICH MAY MAKE IT DIFFICULT
FOR STOCKHOLDERS WHO ARE NOT IN THAT GROUP TO INFLUENCE MANAGEMENT.

         A small group of our officers, directors and others control
approximately 83% of our outstanding common stock. Several of our principal
stockholders are also parties to an Amended and Restated Voting Agreement,
dated as of September 4, 2001, concerning the election of certain designees
to the Board of Directors of Photogen Technologies, Inc. and Photogen, Inc.
The Voting Agreement requires these stockholders to vote their shares for the
election of the current Board of Directors or, in the case of a vacancy, for
the person nominated by a majority of the remaining Directors. This
concentration of ownership and control may delay or prevent a change in
control of Photogen, and may also result in a small supply of shares
available for purchase in the public securities markets. These factors may
affect the market and the market price for our common stock in ways that do
not reflect the intrinsic value of the stock.

THE PRICE AND TRADING VOLUME OF OUR COMMON STOCK FLUCTUATES SIGNIFICANTLY,
WHICH MAY MAKE IT DIFFICULT FOR US OR A STOCKHOLDER TO SELL OUR COMMON STOCK
AT A SUITABLE PRICE AND MAY CAUSE DILUTION FOR EXISTING STOCKHOLDERS WHEN WE
ISSUE ADDITIONAL SHARES.


                                      20
<Page>

         During the period from January 1, 2002 through March 31, 2002 our
closing stock price ranged from $0.65 to $1.51 per share. Daily trading
volume ranged from 0 (zero) shares to approximately 41,000 shares during that
period.

         The following factors may have an impact on the price of our stock:

                  o        Announcements by us or others regarding scientific
                           discoveries, technological innovations, commercial
                           products, patents or proprietary rights;

                  o        Announcements by us concerning the licensing or other
                           transactions of our products or technologies;

                  o        The progress of preclinical or clinical testing;

                  o        Changes in government regulation;

                  o        Public concern about the safety of devices or drugs;

                  o        Limited coverage by securities analysts;

                  o        The occurrence of any of the risk factors described
                           in this section;

                  o        Sales of large blocks of stock by an individual or
                           institution;

                  o        Changes in our financial performance from period to
                           period; securities analysts' reports; and general
                           market conditions.

OUR COMMON STOCK COULD BE DELISTED FROM THE NASDAQ SMALLCAP MARKET, WHICH WOULD
MAKE TRADING IN OUR STOCK MORE DIFFICULT.

         Since November 1999, our common stock has been quoted in the Nasdaq
SmallCap Market. Our shares could be delisted if we fail to meet the listing
requirements of the Nasdaq SmallCap Market, which would force us to list our
shares on the OTC Bulletin Board or some other quotation medium, such as pink
sheets, depending upon our ability to meet the specific listing requirements of
those quotation systems. As a result, an investor might find it more difficult
to dispose of, or to obtain accurate price quotations for, our shares. Delisting
might also reduce the visibility, liquidity, and price of our common stock. If
our common stock were delisted from the Nasdaq SmallCap Market and were not
traded on another national securities exchange, we could become subject to penny
stock regulations that impose additional sales practice disclosure and market
making requirements on broker/dealers who sell or make a market in our stock.
The rules of the SEC generally define "penny stock" to be common stock that has
a market price of less than $5.00 per share and is not traded on a national
exchange. If our stock became subject to penny stock regulations, it could
adversely affect the ability and willingness of broker/dealers who sell or make
a market in our common stock and of investors to purchase or sell our stock in
the secondary market.


                                      21
<Page>

IF STOCKHOLDERS HOLDING SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK SHOULD SELL
IN THE PUBLIC MARKET, THE PRICE OF OUR STOCK COULD FALL OR IT MAY BE MORE
COSTLY FOR US TO RAISE CAPITAL.

         As of March 15, 2002, we had reserved 11,474,700 shares of common stock
for future issuance upon grants of options, or exercise or conversion of
outstanding options and warrants and convertible securities and notes. If these
options and warrants are all issued and exercised, investors may experience
significant dilution in the book value and earnings per share of their common
stock.

         Approximately 6,798,765 shares of our common stock were eligible for
sale in the public market free of restrictions under the Securities Act of 1933.
Approximately 5,490,162 shares are currently subject to agreements requiring us
to permit the holders of the shares, under certain circumstances, to join a
public offering of our stock or to demand that we register their shares. On May
9, 2001, Drs. Dees, Wachter, Scott and Fisher and Mr. Smolik entered into a
lock-up agreement prohibiting them, without the company's approval, from selling
in the public markets 20,548,435 shares until May 9, 2004 (except for limited
sales by each of them of between 42,000 and 78,000 shares each year at prices
above $5.00 per share).


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)          Exhibits.

                  The following is a list of exhibits filed as part of this Form
10-Q/A: Exhibits that were previously filed are incorporated by reference. For
exhibits incorporated by reference, the location of the exhibit in the previous
filing is indicated in parenthesis.

<Table>
<Caption>
        EXHIBIT NO.                                                DESCRIPTION
<S>                 <C>
           3.1      Restated Articles of Incorporation of Photogen Technologies, Inc. (Filed as
                    Exhibit 3.1 to the Company's Current Report on Form 8-K dated May 17, 2000
                    and incorporated herein by reference.)

           3.2      Amended and Restated Certificate of Designations, Preferences and Rights of
                    Series A Preferred Stock. (Filed as Exhibit 3.5 to the Company's Quarterly
                    Report on Form 10-QSB for the quarter ended September 30, 1999 and
                    incorporated herein by reference.)

           3.3      Certificate of Designation, Preferences and Rights of Series B Convertible
                    Preferred Stock. (Filed as Exhibit 3 to the Company's Current Report on
                    Form 8-K dated February 18, 2000 and incorporated herein by reference.)

           3.4      Bylaws of Photogen Technologies, Inc. (Amended and Restated as of May 17, 2000)
                    (Filed as Exhibit 3.2 to the Company's Current Report on Form 8-K dated May 17,
                    2000 and incorporated herein by reference.)

           3.5      Charter of Photogen, Inc. (Filed as Exhibit 3.3 to the Company's Registration
                    Statement on Form 10-SB dated December 24, 1997 and incorporated herein by
                    reference.)
</Table>

                                      22
<Page>

<Table>
<Caption>
        EXHIBIT NO.                                                DESCRIPTION
<S>                 <C>
           3.6      Amended and Restated Bylaws of Photogen, Inc. (Filed as Exhibit 3.3 to the Company's
                    Current Report on Form 8-K dated May 17, 2000 and incorporated herein by reference.)

          99.1      Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002

          99.2      Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002

</Table>

         (b)      Reports on Form 8-K.

                  The following report on Form 8-K was filed during the
three-month period ended March 31, 2002:

                  1. Report on Form 8-K dated February 26, 2002 disclosing that
Photogen's Chairman will not continue his duties and that Taffy Williams, Ph.D.
will assume the duties of that office.


                                      23
<Page>

SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:  August 13, 2002            Photogen Technologies, Inc.



                                  /s/ Taffy J. Williams
                                  ---------------------------------------------
                                  Taffy J. Williams, Ph.D., President and Chief
                                  Executive Officer


                                  /s/ Brooks Boveroux
                                  ---------------------------------------------
                                  Brooks Boveroux, Senior Vice President-
                                  Finance and Chief Financial Officer
                                  (Principal Financial and Chief Accounting
                                  Officer)


                                      24
<Page>

                                  EXHIBIT INDEX
<Table>
<Caption>
        EXHIBIT NO.                                                DESCRIPTION
<S>               <C>
         +3.1     Restated Articles of Incorporation of Photogen Technologies,
                  Inc. (Filed as Exhibit 3.1 to the Company's Current Report on
                  Form 8-K dated May 17, 2000.)

         +3.2     Amended and Restated Certificate of Designations, Preferences
                  and Rights of Series A Preferred Stock. (Filed as Exhibit 3.5
                  to the Company's Quarterly Report on Form 10-QSB for the
                  quarter ended September 30, 1999.)

         +3.3     Certificate of Designation, Preferences and Rights of Series B
                  Convertible Preferred Stock. (Filed as Exhibit 3 to the
                  Company's Current Report on Form 8-K dated February 18, 2000.)

         +3.4     Bylaws of Photogen Technologies, Inc. (Amended and Restated as
                  of May 17, 2000) (Filed as Exhibit 3.2 to the Company's
                  Current Report on Form 8-K dated May 17, 2000.)

         +3.5     Charter of Photogen, Inc. (Filed as Exhibit 3.3 to the
                  Company's Registration Statement on Form 10-SB dated December
                  24, 1997.)

         +3.6     Amended and Restated Bylaws of Photogen, Inc. (Filed as
                  Exhibit 3.3 to the Company's Current Report on Form 8-K dated
                  May 17, 2000.)

        *99.1     Certification Pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.

        *99.2     Certification Pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.

</Table>

+ Incorporated by reference from the filing indicated.
* Filed herewith.


                                      25