Exhibit 10.10


 


	
  

  	
   

  	
  Photogen Technologies, Inc

  140 Union Square Drive

  New Hope, PA 18938

  Phone (215) 862-6860

  Fax     (215) 862-7139

  



 


October 28, 2002


 


Reinhard Koenig, M.D., Ph. D., RAC


10300 Cavanaugh Court


Rockville, Maryland 20850


 


Dear Dr. Koenig:


 


At the close of the
financing (expected to occur at the end of October 2002), you agree that the
terms of your employment with Photogen Technologies, Inc. will be as specified
in this letter and that any previous conditions of employment are no longer
effective.


 


Title and
Reporting Relationship


 


Your title and reporting
will remain unchanged: Senior Vice President, Medical and Regulatory Affairs
reporting directly to the President and Chief Executive Officer.  You will be expected to work full time for
Photogen, reside in the Philadelphia/Princeton region and work out of the New
Hope, Pennsylvania office.


 


Salary and
Benefits


 


Promptly following the
closing, you will be paid the amount of your salary that had been deferred
since February 1, 2002 as well as any contractual bonus.


 


Your new annual salary will
be $225,000 (less applicable withholding and deductions). Payments will be made
on a semi-monthly basis in accordance with Company policy. Bonuses, if any,
will be at the sole discretion of the Board of Directors, Your expenses for
Company approved travel will be paid, subject to proper documentation.


 


The Company will provide you
with the following benefits:


 


•              Vacation of four weeks
annually of which only one week can be carried into the following year


 


•              Nine Company holidays plus
two discretionary “floating” days


 


•              Company paid medical and
dental coverage for you and eligible dependents


 


•              Salary deferral under our
401(k) Plan (currently, the Company does not make any contribution to the
401(k) Plan)


 


•              Other benefits at the
discretion of the Company


 


Stock
Options


 


You agree to waive the
accelerated vesting provisions of any existing stock option awards that you may
have that would arise as a result of a change of control pursuant to either the
Corporate Separation or Institutional Financing transactions that are described
in the Company’s proxy statement and supplemental proxy statement for its 2002
Annual Meeting of Shareholders.


 


You will be awarded new
stock options to purchase 3% of the fully diluted shares of Photogen
Technologies, Inc.’s common stock (less any existing option with an exercise
price of $2.75 or less) at an exercise


 

















 


Reinhard Koenig, M.D., Ph. D., RAC


October 29, 2002


 


price equal to the offering price for the
financing syndicate, approximately $0.27 on a pre-split basis; the price and
absolute number of shares are subject to the 1 for 4 reverse split that will
take place post close of the financing. The vesting of the new award will be
25% immediate vesting (although you must agree not to sell or trade the newly
granted options for one year following the closing of the financing) with the
remainder vesting on a four-year ratable schedule. These options will be
subject to an Option Award Agreement that you will be required to sign.


 


Severance


 


Your employment is at-will
and can be terminated by you or Photogen at any time with or without cause. If
the Company terminates you for any reason other than for cause, the Company
will pay you severance equal to 6 months of your then-current salary (less
applicable withholding and deductions). All severance payments will be paid on
a semi-monthly basis in accordance with the Company’s regular payroll schedule.
If you terminate your employment or are terminated for cause, the Company will
not make any severance payments. “Cause” means:


 


•                             Material breach
of this Agreement where such breach, if curable, is not remedied to the
Company’s reasonable satisfaction within thirty (30) days after written notice
to you (and termination shall be effective as of the end of such 30-day
period); or


 


•                             Committing an
act of fraud, embezzlement, theft or another act involving moral turpitude (and
termination shall be effective upon written notice to you) that materially and
adversely affects the company.


 


As a condition of your
employment, you agree to be bound to the previously signed Employee
Confidentiality, Inventions and Noncompetition Agreement and amendments
required for closure of the financing. If not already provided, you must also
provide proof of citizenship or of your ability to be employed in the United
States.


 


Please signify your
acceptance of these terms by signing and dating this letter. We look forward to
your continuation with the Photogen team.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Taffy Williams

  	
   

  
	
   

  	
  Taffy Williams, Ph.D.

  
	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED BY:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Reinhard Koenig

  	
   

  	
   

  
	
  Reinhard Koenig, M.D.,
  Ph.D., RAC

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  10-29-2002

  	
   

  	
   

  
					



 


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