Exhibit 10.25


 





 


8% CONVERTIBLE SECURED PROMISSORY NOTE


 


THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.


 


FOR VALUE RECEIVED, ALLIANCE PHARMACEUTICAL
CORP., a New York corporation (the “Company”), hereby promises to pay to the
order of Photogen Technologies, Inc. (the “Holder”), at 140 Union Square Drive,
New Hope, PA 18938, the principal amount of
($            ) in
lawful money of the United States of America, on the terms set forth in
section 2 hereof.  This Note is
being issued by the Company along with similar convertible notes also
designated as 8% Convertible Secured Promissory Notes (the “Other Notes,” and
together with this Note, the “Notes”) pursuant to that certain Convertible
Secured Note Purchase Agreement, dated October 4, 2002, between the Company and
the other signatories thereto (the “Purchase Agreement”).  The obligations under the Notes are secured
by a priority security interest in certain assets of the Company (the
“Collateral”) pursuant to the Imagent Security Agreement, dated as of
October 4, 2002 (the “Security Agreement”), made by the Company to the
Collateral Agent (as defined in the Purchase Agreement) for the benefit of the
Holders (as defined below), the General Collateral Security Agreement, dated as
of October 4, 2002 (the “General Collateral Security Agreement”) made by
the Company to the Collateral Agent for the benefit of the Holders and the
Imagent and Oxygent Patent and Trademark Security Agreement, dated as of
October 4, 2002 (the “Patent and Trademark Security Agreement”) made by
the Company to the Collateral Agent for the benefit of the Holders.


 


1.                                      Definitions.  The
following terms shall have the meanings ascribed to them below:


 


“Business Day” means any day, other
than a Saturday or Sunday or a day on which banking institutions in the State
of New York are authorized or obligated by law, regulation or executive order
to close.


 


“Conversion Amount” means the portion
of the principal amount of this Note being converted plus any accrued and
unpaid interest thereon through the Conversion Date each as specified in the
notice of conversion in the form attached as Exhibit 1 hereto (the “Notice
of Conversion”).


 

















 


“Conversion
Date” means, for any conversion, the date specified in the Notice of
Conversion so long as the copy of the Notice of Conversion is faxed (or
delivered by other means resulting in notice) to the Company at or before 11:59
p.m., New York City time, on the Conversion Date indicated in the Notice of
Conversion; provided, however, that if the Notice of Conversion is not so faxed
or otherwise delivered before such time, then the Conversion Date shall be the
date the Holder faxes or otherwise delivers the Notice of Conversion to the
Company.


 


“Conversion
Price” shall mean $0.35 per share of common stock of the Company, subject
to adjustment as set forth herein.


 


“Daily
Market Price” means, as of any date of determination, the daily volume
weighted average sale price for the Common Stock (as defined below), for the
Trading Day immediately preceding such date of determination (subject to
equitable adjustment for any stock splits, stock dividends, reclassifications
or similar events during such trading day and further shall be subject to
adjustment as provided herein) on the principal United States securities
exchange or trading market where the Common Stock is listed or traded as
reported by Bloomberg, or if the foregoing does not apply, the volume weighted
average price for the Common Stock in the OTC Bulletin Board for such security
as reported by Bloomberg, or, if no sale price is reported for such security by
Bloomberg, the volume weighted average of the bid prices of any market makers
for such security as reported in the “pink sheets” by the Pink Sheets LLC, in
each case for such date or, if such date was not a Trading Day for such
security, on the next preceding date which was a Trading Day.  For the avoidance of doubt, the Trading Day
immediately preceding any Conversion Date is the last calendar day that is a
Trading Day and which is immediately preceding the Conversion Date.  If the Daily Market Price cannot be
calculated for such security as of either of such dates on any of the foregoing
bases, the Daily Market Price of such security on such date shall be the fair
market value as reasonably determined by an investment banking firm selected by
the Company and reasonably acceptable to the Holders of a majority of the
principal amount and interest of the Notes outstanding, with the costs of such
appraisal to be borne by the Company.


 


“Trading
Day” means any day on which the principal United States securities exchange
or trading market where the Common Stock (as defined below) is then listed or
traded, is open for trading.


 


2.                                      Payments
of Interest and Principal. 
Subject to the provisions of section 3 below, payments of principal
plus interest on the unpaid principal balance of this Promissory Note (this
“Note”) outstanding from time to time shall be payable in accordance with the
following:


 


(a)                                  Interest.  During the period commencing on the date
hereof and terminating on the Maturity Date (as defined herein), interest on
the unpaid principal amount of this Note shall accrue at a rate equal to 8% per
annum, computed on the basis of actual days elapsed over a 360-day year, and
shall be payable semi-annually (commencing on March 30, 2003) up to and
including the Maturity Date (as defined below).


 


2

















 


(b)                                 Principal.  The principal balance outstanding on this
Note shall be due and payable to the Holder on October 15, 2004 (the “Maturity
Date”).  Contemporaneously with the
repayment of this Note, the Holder shall surrender this Note, duly endorsed, at
the office of the Company.


 


(c)                                  Payments.  Except as provided in section 2(d)
below, all payments of principal, interest, fees and other amounts due
hereunder shall be made by the Company in lawful money of the United States of
America by wire transfer or by any other method approved in advance by the
Holder to the account of the Holder at the address of the Holder set forth in
section 10 hereof or at such other place designated by the Holder in
writing to the Company.


 


(d)                                 Payment
Shares.  (i) The Company, at its
election, may make any payment of interest on this Note wholly or partly in
shares of the Company’s common stock (the “Common Stock”), par value $0.01 per
share (the “Payment Shares”).  If the
Company elects to use Payment Shares it shall provide the Holder with notice of
such election at least ten (10) days prior to the applicable interest payment
date.  On the interest payment date, the
Company shall deliver to the Holder the number of Payment Shares equal to the
quotient obtained by dividing (A) 120% of the cash interest payment amount by
(B) the Payment Share Value (as defined below).  Notwithstanding the above, if the Payment Share Value shall be
less than the Conversion Price, the Company shall not be permitted to use
Payment Shares to make an interest payment and shall be required to make such
interest payment in lawful money of the United States of America as provided in
section 2(c) above.


 


(ii)                                  Value
of Payment Shares.  The Payment
Shares shall be valued at 100% of the average closing bid price of the
Company’s Common Stock on the Nasdaq Stock Market, Inc. National Market System
(“Nasdaq”) or such other securities exchange or other market on which the
Common Stock is trading, as reported by Bloomberg, L.P., for the twenty (20)
trading days ending on the trading day prior to the applicable interest payment
date.  Such value shall be referred to
herein as the “Payment Share Value.”


 


(iii)                               Payment
Shares Validly Issued.  The Payment
Shares, when issued pursuant to and in compliance with this
section 2(d)(iii), shall be, and for all purposes shall be deemed to be,
validly issued, fully paid and nonassessable shares of Common Stock; the
issuance and delivery thereof is in all respects hereby authorized; and the
issuance thereof, together with lawful money of the United States of America,
if any, paid in lieu of fractional shares of Common Stock, will be, and for all
purposes shall be deemed to be, in full discharge and satisfaction of the
Company’s obligation to pay the interest on this Note to which such Payment
Shares relate.


 


(iv)                              Registration
of Payment Shares.  All Payment
Shares shall be registered under the Securities Act of 1933 and free of all
restriction on resales.


 


(v)                                 Electronic
Transmission of Payment Shares.  If
the Company’s transfer agent is participating in the Depository Trust Company
(“DTC”) Fast Automated Securities Transfer program, and so long as the
certificates therefor do not bear a legend and the Holder thereof is not then
required to return such certificate for the placement of a legend thereon, the
Company shall cause its transfer agent to electronically transmit the Payment


 


3

















 


Shares to the Holder by
crediting the account of the Holder or its nominee with DTC through its Deposit
Withdrawal Agent Commission system (“DTC Transfer”).  If the aforementioned conditions to a DTC Transfer are not
satisfied, the Company shall deliver to the Holder physical certificates
representing the Payment Shares. 
Further, the Holder may instruct the Company to deliver to the Holder
physical certificates representing the Payment Shares in lieu of delivering
such shares by way of DTC Transfer.


 


(e)                                  Acceleration
of the Maturity Date. 
Notwithstanding any other provision in this Note to the contrary, this
Note shall become due and payable together with all accrued interest due on the
outstanding principal amount hereunder, at the option of the Holder exercised
by written notice to the Company, in the case of clauses (i) to (ix) below and
without notice or any other action by Holder in the case of clauses (x) to
(xii) below, in the event that (i) the Company fails to pay the principal of or
interest on this Note as and when due; (ii) the Company shall default in the
performance of or otherwise breach any of its representations and warranties or
other obligations set forth in the Convertible Secured Note Purchase Agreement,
dated as of the date hereof (the “Purchase Agreement”), between the Company and
the Holder and the holders (together with the Holder, the “Holders”) of the
other notes issued pursuant to the Purchase Agreement (the “Other Notes”) or
any of the Transaction Documents (as defined in the Purchase Agreement), and if
such default is capable of cure, such default remains uncured beyond any
applicable cure period; (iii) the Holder shall not have the right to enforce
its remedies under section 8 of the Security Agreement, section 9 of
the General Collateral Security Agreement, or section 7 of the Patent and
Trademark Security Agreement; (iv) the Holder shall not have a perfected
security interest in the Collateral (as defined, and pursuant to the terms set
forth, in the Security Agreement, the General Collateral Security Agreement and
the Patent and Trademark Security Agreement) (v) the Company’s Common Stock
(including any Conversion Shares or Payment Shares once registered under the
Securities Act of 1933) is suspended from trading on any of, or is not listed
(and authorized) for trading on at least one of, the New York Stock Exchange,
the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap
Market or is not eligible for trading on the OTC Bulletin Board for an
aggregate of 10 trading days in any nine month period; (vi) the Company fails
to remove any restrictive legend of any certificate or any Conversion Shares
issued to the Holders of the Notes upon conversion of any of the Notes as and
when required by this Note, or the Purchase Agreement, and any such failure
continues uncured for ten (10) business days after the Company has been
notified thereof in writing by the Holder; (vii) the Company fails to pay, when
due, or within any applicable grace period, any payment with respect to any
indebtedness of the Company in excess of $500,000 due to any third party
(including, without limitation, any of the Other Notes), other than payments
contested by the Company in good faith, or otherwise is in breach or violation
of any agreement for monies owed or owing in an amount in excess of $500,000
which breach or violation permits the other party thereto to declare a default
or otherwise accelerate amounts due thereunder; (viii) the entry of a final
judgment against the Company, which is not subject to appeal by the Company, in
an amount in excess of $500,000, or the attachment or seizure of or levy upon
any property of the Company to satisfy an obligation of the Company; (ix) the
Company provides notice to any Holder of the Notes, including by way of public
announcement, at any time, of its intention not to issue, or otherwise refuses
to issue, Conversion Shares to any Holder of the Note upon conversion in
accordance with the terms of the Notes (other than due to the circumstances
contemplated by section 3(h) and section 4 for which the Holders
shall have the remedies set forth therein); (x) the Company shall file a
petition under bankruptcy,


 


4

















 


insolvency or debtor’s relief
law or make an assignment for the benefit of its creditors; (xi) proceedings
shall be instituted against the Company before a court of competent
jurisdiction under any federal or state bankruptcy law that (X) is for relief
against the Company in an involuntary case brought with respect to the Company
in such court, (Y) seeks to appoint a custodian, receiver or other similar
official for all or substantially all the Company’s property or (Z) seeks to
liquidate the Company, and such proceedings remain unstayed and in effect for
sixty (60) days; or (xii) an Event of Default occurs and is continuing under
the Security Agreement, the General Collateral Security Agreement, or the
Imagent and Oxygent Patent and Trademark Security Agreement.  In the event that the payment of principal
and interest due hereunder is accelerated pursuant to subsection 2(e),
interest shall continue to accrue at 18% per annum as of the date of such
acceleration until such date as the Holder is paid in full under this Note.


 


3.                                      Conversion.


 


(a)          Conversion
at the Option of the Holder. 
Subject to the limitations on conversions contained in section 3(h)
and section 4 the Holder may, at any time and from time to time on or
after the date hereof, convert all or any part of the outstanding principal
amount of this Note, plus all accrued interest thereon through the Conversion
Date, into a number of fully paid and nonassessable shares of Common Stock
(“Conversion Shares”) upon payment of the Conversion Price.  The number of shares of Common Stock
issuable upon payment of the Conversion Price shall be determined in accordance
with the following formula:


 


Conversion Amount


Conversion Price


 


(b)         Mechanics
of Conversion.  In order to effect a
conversion pursuant to this section 3, the Holder shall: (a) fax (or
otherwise deliver) a copy of the fully executed Notice of Conversion to the
Company or the transfer agent for the Common Stock and (b) surrender or cause
to be surrendered this Note, duly endorsed, along with a copy of the Notice of
Conversion as soon as practicable thereafter to the Company or the transfer
agent.  Upon receipt by the Company of a
facsimile copy of a Notice of Conversion from a Holder, the Company shall
immediately send, via facsimile, a confirmation to such Holder stating that the
Notice of Conversion has been received, the date upon which the Company expects
to deliver the Conversion Shares issuable upon such conversion and the name and
telephone number of a contact person at the Company regarding the conversion.  The Company shall not be obligated to issue
Conversion Shares upon a conversion unless either this Note is delivered to the
Company or the transfer agent as provided above, or the Holder notifies the
Company or the transfer agent that such certificates have been lost, stolen or
destroyed and delivers the documentation to the Company required by
section 13.


 


(c)          Delivery
of Conversion Shares Upon Conversion. 
Upon the surrender of this Note accompanied by a Notice of Conversion,
the Company shall, no later than the later of (a) the second business day
following the Conversion Date and (b) the business day following the date of
such surrender (or, in the case of lost, stolen or destroyed certificates,
after provision of indemnity pursuant to section 13) (the “Delivery Period”),
issue and deliver to the Holder or its nominee (x) that number of Conversion
Shares issuable upon conversion of the portion of this Note being converted and
(y) a new Note in the form hereof representing the


 


5

















 


balance of the principal amount
hereof not being converted, if any.  If
the Company’s transfer agent is participating in the DTC Fast Automated
Securities Transfer program, and so long as the certificates therefor do not
bear a legend and the Holder thereof is not then required to return such
certificate for the placement of a legend thereon, the Company shall cause its
transfer agent to electronically transmit the Conversion Shares to the Holder
by crediting the account of the Holder or its nominee with DTC through its DTC
Transfer.  If the aforementioned
conditions to a DTC Transfer are not satisfied, the Company shall deliver to
the Holder physical certificates representing the Conversion Shares.  Further, the Holder may instruct the Company
to deliver to the Holder physical certificates representing the Conversion
Shares in lieu of delivering such shares by way of DTC Transfer.


 


(d)         Adjustment
to Conversion Price.  The Conversion
Price in effect at any time shall be subject to adjustment from time to time
upon the happening of certain events, as follows:


 


(i)                                     Common
Stock Dividends; Common Stock Splits; Reverse Common Stock Splits.  If the Company, at any time while this Note
is outstanding, (A) shall pay a stock dividend on its Common Stock, (B)
subdivide outstanding shares of Common Stock into a larger number of shares, or
(C) combine outstanding shares of Common Stock into a smaller number of shares,
the Conversion Price shall be multiplied by a fraction the numerator of which
shall be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding before such event and the denominator of which shall be the
number of shares of Common Stock outstanding after such event.  Any adjustment made pursuant to this
section 3(d)(i) shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or re-classification.  Notwithstanding the foregoing, if the
Company shall combine outstanding shares of Common Stock into a smaller number
of shares at any time prior to the Maturity Date, then the Conversion Price in
effect immediately prior to such reverse stock split shall not be adjusted and
shall remain in effect after giving effect to such reverse stock split.


 


(ii)                                  Subscription
Rights.  If the Company, at any time
while this Note is outstanding, shall fix a record date for the distribution to
all of the Holders of Common Stock evidence of its indebtedness or assets or
rights, options, warrants or other securities entitling them to subscribe for,
purchase, convert to, exchange for or to otherwise acquire any security
(excluding those referred to in section 3(d)(i) above), then in each such
case the Conversion Price at which this Note shall thereafter be exercisable
shall be determined by multiplying the Conversion Price in effect immediately
prior to the record date fixed for determination of shareholders entitled to
receive such distribution by a fraction, the denominator of which shall be the
closing bid price of the Common Stock determined as of the record date
mentioned above, and the numerator of which shall be such closing bid price of
the Common Stock on such record date less the then fair market value at such
record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined
by the Board of Directors in good faith; provided, however, that in the event
of a distribution exceeding twenty percent (20%) of the net assets of the
Company, such fair market value shall be determined by an appraiser selected in
good faith by the Holder; and provided, further, that the Company, after
receipt of the determination by such appraiser


 


6

















 


shall have the right to select
an additional appraiser meeting the same qualifications, in good faith, in
which case the fair market value shall be equal to the average of the
determinations by each such appraiser. 
The Company shall pay for all such appraisals.  Such adjustment shall be made whenever any such distribution is made
and shall become effective immediately after the record date mentioned above.


 


(iii)                               Other
Events.  In case of (A) any
reclassification of the Common Stock into other securities of the Company, (B)
any compulsory share exchange pursuant to which the Common Stock is converted
into other securities, cash or property or (C) any merger or consolidation as a
result of which the holders of the Common Stock immediately prior thereto do
not hold a majority of the shares of Common Stock of the surviving corporation
immediately thereafter, or any sale or other disposition of all or substantially
all of the assets of the Company (each of (A), (B) or (C), an “Extraordinary
Event”), the Holder shall have the right thereafter to convert this Note into
shares of stock and other securities, cash and property receivable upon or
deemed to be held by holders of Common Stock following such Extraordinary
Event, that the Holder would have been entitled to receive had it converted
this Note immediately prior to such Extraordinary Event (without taking into
account any limitations or restrictions on the convertibility of the
Notes).  In the case of an Extraordinary
Event, the terms of any such Extraordinary Event shall include such terms so as
to continue to give to the Holder the right to receive the securities, cash or
property set forth in this section 3(d)(iii) upon any conversion following
such Extraordinary Event.  This
provision shall similarly apply to successive Extraordinary Events.  For the avoidance of doubt, nothing contained
in this clause (iii) shall be construed to impair the Holders rights under
section 5.


 


(iv)                              Except
as provided in subsection (v) hereof, if and whenever the Company shall
issue or sell, or is, in accordance with any of subsections (iv)(A) through
(iv)(H) hereof, deemed to have issued or sold, any Additional Shares of Common
Stock for a consideration per share less than the Conversion Price in effect
immediately prior to the time of such issue or sale, then and in each such case
(a “Trigger Issuance”) the then-existing exercise price per share shall
be reduced, as of the close of business on the effective date of the Trigger
Issuance, to the lowest price per share at which any share of Common Stock was
issued or sold or deemed to be issued or sold in the Trigger Issuance;
provided, however, that in no event shall the Conversion Price after giving
effect to such Trigger Issuance be greater than the Conversion Price in effect
prior to such Trigger Issuance.


 


For purposes
of this subsection (iv), “Additional Shares of Common Stock” shall mean
all shares of Common Stock issued by the Company or deemed to be issued
pursuant to this subsection (iv), other than Excluded Issuances (as
defined in subsection (v) hereof).


 


For purposes
of this subsection (iv), the following subsections (iv)(A) to (iv)(H)
shall also be applicable (subject, in each such case, to the provisions of
subsection (v) hereof) and to each other subsection contained in this
subsection (iv):


 


(A)  Issuance of Rights or
Options.  In case at any time the
Company shall in any manner grant (directly and not by assumption in a merger
or otherwise) any warrants or other rights to subscribe for or to purchase, or
any options for the purchase of, Common Stock or any stock or security
convertible into or


 


7

















 


exchangeable
for Common Stock (such warrants, rights or options being called “Options” and
such convertible or exchangeable stock or securities being called “Convertible
Securities”) whether or not such Options or the right to convert or exchange
any such Convertible Securities are immediately exercisable, and the price per
share for which Common Stock is issuable upon the exercise of such Options or
upon the conversion or exchange of such Convertible Securities (determined by
dividing (i) the sum (which sum shall constitute the applicable consideration)
of (x) the total amount, if any, received or receivable by the Company as
consideration for the granting of such Options, plus (y) the aggregate amount
of additional consideration payable to the Company upon the exercise of all such
Options, plus (z), in the case of such Options which relate to Convertible
Securities, the aggregate amount of additional consideration, if any, payable
upon the issue or sale of such Convertible Securities and upon the conversion
or exchange thereof, by (ii) the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon the conversion or exchange
of all such Convertible Securities issuable upon the exercise of such Options)
shall be less than the Conversion Price in effect immediately prior to the time
of the granting of such Options, then the total number of shares of Common
Stock issuable upon the exercise of such Options or upon conversion or exchange
of the total amount of such Convertible Securities issuable upon the exercise
of such Options shall be deemed to have been issued for such price per share as
of the date of granting of such Options and thereafter shall be deemed to be
outstanding for purposes of adjusting the Conversion Price.  Except as otherwise provided in
subsection (iv)(D), no adjustment of the Conversion Price shall be made
upon the actual issue of such Common Stock or of such Convertible Securities
upon exercise of such Options or upon the actual issue of such Common Stock
upon conversion or exchange of such Convertible Securities.


 


(B)  Issuance of Convertible
Securities.  In case the Company
shall in any manner issue (directly and not by assumption in a merger or
otherwise) or sell any Convertible Securities, which Convertible Securities do
not have a fluctuating conversion or exercise price or exchange ratio, whether
or not the rights to exchange or convert any such Convertible Securities are
immediately exercisable, and the price per share for which Common Stock is
issuable upon such conversion or exchange (determined by dividing (i) the sum
(which sum shall constitute the applicable consideration) of (x) the total
amount received or receivable by the Company as consideration for the issue or
sale of such Convertible Securities, plus (y) the aggregate amount of
additional consideration, if any, payable to the Company upon the conversion or
exchange thereof, by (ii) the total number of shares of Common Stock issuable
upon the conversion or exchange of all such Convertible Securities) shall be less
than the Conversion Price in effect immediately prior to the time of such issue
or sale, then the total maximum number of shares of Common Stock issuable upon
conversion or exchange of all such Convertible Securities shall be deemed to
have been issued for such price per share as of the date of the issue or sale
of such Convertible Securities and thereafter shall be deemed to be outstanding
for purposes of


 


8

















 


adjusting the
Conversion Price, provided that (a) except as otherwise provided in
subsection (iv)(D), no adjustment of the Conversion Price shall be made
upon the actual issuance of such Common Stock upon conversion or exchange of
such Convertible Securities and (b) no further adjustment of the Conversion
Price shall be made by reason of the issue or sale of Convertible Securities
upon exercise of any Options to purchase any such Convertible Securities for
which adjustments of the Conversion Price have been made pursuant to the other
provisions of subsection (iv).


 


(C)  Issuance of Variable
Rate Convertible Security.  If the
Company in any manner issues or sells any Convertible Securities with a
fluctuating conversion or exercise price or exchange ratio (a “Variable Rate
Convertible Security”), then the “price per share for which Common Stock is
issuable upon such conversion or exchange” for purposes of the calculation
contemplated by section 3(d)(iv)(B) shall be deemed to be the lowest price
per share which would be applicable (assuming all holding period and other
conditions to any discounts contained in such Variable Rate Convertible
Security have been satisfied) if the Conversion Price on the date of issuance
of such Variable Rate Convertible Security was 75% of the Conversion Price on
such date (the “Assumed Variable Market Price”).  Further, if the Conversion Price at any time or times thereafter
is less than or equal to the Assumed Variable Market Price last used for making
any adjustment under this section 3(d)(iv) with respect to any Variable
Rate Convertible Security, the Conversion Price in effect at such time shall be
readjusted to equal the Conversion Price which would have resulted if the
Assumed Variable Market Price at the time of issuance of the Variable Rate
Convertible Security had been 75% of the Daily Market Price existing at the
time of the adjustment required by this sentence.


 


(D)  Change in Option Price
or Conversion Rate.  Upon the
happening of any of the following events, namely, if the purchase price
provided for in any Option referred to in subsection (iv)(A) hereof, the
additional consideration, if any, payable upon the conversion or exchange of
any Convertible Securities referred to in subsections (iv)(A) or (iv)(B), or
the rate at which Convertible Securities referred to in subsections (iv)(A) or
(iv) (B) are convertible into or exchangeable for Common Stock shall change at
any time (including, but not limited to, changes under or by reason of
provisions designed to protect against dilution), the Conversion Price in
effect at the time of such event shall forthwith be readjusted to the
Conversion Price which would have been in effect at such time had such Options
or Convertible Securities still outstanding provided for such changed purchase
price, additional consideration or conversion rate, as the case may be, at the
time initially granted, issued or sold. 
On the termination of any Option for which any adjustment was made
pursuant to this subsection (iv) or any right to convert or exchange
Convertible Securities for which any adjustment was made pursuant to this
subsection (iv) (including without limitation upon the redemption or
purchase for consideration of Convertible Securities by the Company), the
Conversion Price then in effect hereunder shall forthwith be changed to the
Conversion Price which would have been in effect at the time of


 


9

















 


such
termination had such Option or Convertible Securities, to the extent
outstanding immediately prior to such termination, never been issued.


 


(E)  Calculation of
Consideration Received. If any Common Stock, Options or Convertible
Securities are issued, granted or sold for cash, the consideration received
therefor will be the amount received by the Company therefor, after deduction
of all underwriting discounts or allowances in connection with such issuance,
grant or sale.  In case any Common
Stock, Options or Convertible Securities are issued or sold for a consideration
part or all of which shall be other than cash, including in the case of a strategic
or similar arrangement in which the other entity will provide services to the
Company, purchase services from the Company or otherwise provide intangible
consideration to the Company, the amount of the consideration other than cash
received by the Company (including the net present value of the consideration
expected by the Company for the provided or purchased services) will be the
fair market value of such consideration, except where such consideration
consists of securities, in which case the amount of consideration received by
the Company will be the Daily Market Price with respect to such securities
thereof as of the date of receipt. In case any Common Stock, Options or
Convertible Securities are issued in connection with any merger or consolidation
in which the Company is the surviving Company, the amount of consideration
therefor will be deemed to be the fair market value of such portion of the net
assets and business of the non-surviving Company as is attributable to such
Common Stock, Options or Convertible Securities, as the case may be.
Notwithstanding anything else herein to the contrary, if Common Stock, Options
or Convertible Securities are issued, granted or sold in conjunction with each
other as part of a single transaction or in a series of related transactions,
any Holder of the Notes may elect to determine the amount of consideration
deemed to be received by the Company therefor by deducting the fair value of
any type of securities (the “Disregarded Securities”) issued, granted or sold
in such transaction or series of transactions. If the Holder makes an election
pursuant to the immediately preceding sentence, no adjustment to the Conversion
Price shall be made pursuant to this subsection (iv)(E) for the issuance
of the Disregarded Securities or upon any conversion or exercise thereof. For
example, if the Company were to issue convertible notes having a face value of
$1,000,000 and warrants to purchase shares of Common Stock at an exercise price
equal to the market price of the Common Stock on the date of issuance of such
warrants in exchange for $1,000,000 of consideration, the fair value of the
warrants would be subtracted from the $1,000,000 of consideration received by
the Company for the purposes of determining whether the shares of Common Stock
issuable upon conversion of the convertible notes shall be deemed to be issued
at a price per share below market price and, if so, for purposes of determining
any adjustment to the Conversion Price hereunder as a result of the issuance of
the Convertible Securities.  The Company
shall calculate, using standard commercial valuation methods appropriate for
valuing such assets, the fair market value of any consideration other than cash
or securities; provided, however, that if the Holder hereof does not agree to
such fair market value


 


10

















 


calculation
within three business days after receipt thereof from the Company, then such
fair market value will be determined in good faith by an investment banker or
other appropriate expert of national reputation selected by the Company and
reasonably acceptable to the Holders of a majority of the principal and
interest outstanding under the Notes, with the costs of such appraisal to be
borne by the Company.


 


(F)  Other Action Affecting
Conversion Price. If the Company takes any action affecting the Common
Stock after the date hereof that would be covered by this section 3, but
for the manner in which such action is taken or structured, which would in any
way diminish the value of the Notes then the Conversion Price shall be adjusted
in such manner as the Board of Directors of the Company shall in good faith
determine to be equitable under the circumstances.


 


(G)  Record Date. In case
the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them (i) to receive a dividend or other distribution
payable in Common Stock, Options or Convertible Securities or (ii) to subscribe
for or purchase Common Stock, Options or Convertible Securities, then such
record date shall be deemed to be the date of the issue or sale of the shares
of Common Stock deemed to have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the date of the granting of
such right of subscription or purchase, as the case may be, provided, however,
that any such adjustment in the Conversion Price shall be reversed or shall not
become effective, as applicable, if the Company abandons the action to which
the record date pertains.


 


(H)  Treasury Shares. The
number of shares of Common Stock outstanding at any given time shall not
include shares owned or held by or for the account of the Company or any of its
wholly-owned subsidiaries, and the disposition of any such shares (other than
the cancellation or retirement thereof) shall be considered an issue or sale of
Common Stock for the purpose of this subsection (iv).


 


(v)                                 Anything
herein to the contrary notwithstanding, the Company shall not be required to
make any adjustment of the Conversion Price in the case of the issuance of (A)
capital stock, Options or Convertible Securities issued to directors, officers,
employees or consultants of the Company in connection with their service as
directors of the Company, their employment by the Company or their retention as
consultants by the Company pursuant to an equity compensation program approved
by the Board of Directors of the Company or the compensation committee of the
Board of Directors of the Company and consistent with past practice, or (B)
shares of Common Stock upon the conversion or exercise of Options or
Convertible Securities issued prior to the date hereof, and (C) shares of
Common Stock issued or issuable by reason of a dividend, stock split or other
distribution on shares of Common Stock (but only to the extent that such a
dividend, split or distribution results in an adjustment in the Conversion
Price pursuant to the other provisions of this Note) (collectively, “Excluded
Issuances”).


 


11

















 


(e)                                  Covenants.


 


(i)                                     Reservation
of Conversion Shares.  The Company
covenants that it will at all times reserve and keep available out of its
authorized shares of Common Stock, free from preemptive rights, solely for the
purpose of issue upon conversion of the Notes and issuances of shares of Common
Stock in accordance with section 2(d) as herein provided, the Conversion
Shares and Payment Shares.  The Company
covenants that the Conversion Shares and any Payment Shares shall, when issued,
be duly and validly issued and fully paid and non-assessable.


 


(ii)                                  Required
Registration.  The Company covenants
that if any Conversion Shares or Payment Shares require registration with or
approval of any governmental authority under any Federal or state law, or any
national securities exchange, before such shares may be issued upon conversion,
the Company will use its best efforts to cause such shares to be duly
registered or approved, as the case may be.


 


(f)                                    Fractional
Shares.  Upon a conversion hereunder
or in connection with the payment of interest in Payment Shares, the Company
shall not be required to issue stock certificates representing fractions of
shares of the Common Stock, but may if otherwise permitted, make a cash payment
in respect of any final fraction of a share based on the closing bid price at
such time.  If the Company elects not,
or is unable, to make such a cash payment, the Holder shall be entitled to
receive, in lieu of the final fraction of a share, one whole share of Common
Stock.


 


(g)                                 Notice
of Adjustments.  Upon the occurrence
of each adjustment or readjustment of the Conversion Price pursuant to
section 3, the Company, at its own expense, shall promptly compute such
adjustment or readjustment and prepare and furnish to each Holder a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based.  The Company shall, upon the written request at any time of the
Holder, furnish to such Holder a like certificate setting forth (i) such
adjustment or readjustment, (ii) the Conversion Price at the time in effect and
(iii) the number of shares of common stock and the amount, if any, of other
securities or property which at the time would be received upon conversion of
the Note.


 


(h)                                 No
Five Percent Holders.  In no event
shall a Holder of this Note be entitled to receive shares of Common Stock upon
conversion or in accordance with section 3(d) to the extent that the sum
of (a) the number of shares of Common Stock beneficially owned by the Holder
and its affiliates (exclusive of shares of Common Stock issuable upon
conversion of the unconverted portion of the Note or the unexercised or
unconverted portion of any other securities of the Company subject to a limitation
on conversion or exercise analogous to the limitations contained herein) and
(b) the number of shares of Common Stock issuable upon the conversion of the
Note or payment or interest thereon, as applicable, with respect to which the
determination of this subparagraph is being made, would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock.  For
purposes of this subparagraph, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13 D-G thereunder, except as otherwise provided in
clause (a) above.  Except as provided in
the


 


12

















 


immediately succeeding sentence,
the restriction contained in this subparagraph (ii) shall not be altered,
amended, deleted or changed in any manner whatsoever unless the Holders of a
majority of the outstanding shares of Common Stock and the Holders of a
majority of the principal amount and interest of the Notes outstanding shall
approve such alteration, amendment, deletion or change.  In applying the foregoing, such limitation
should be applied in conjunction with the application of limitations on
conversion or exercise analogous to the foregoing limitation.


 


4.                                      Nasdaq
Limitation.


 


(a)                                  Shareholder
Approval.  If applicable, if on any
date (the “Determination Date”) (A) the number of shares of Common Stock issued
or issuable pursuant to this Note, the Other Notes issued pursuant to the
Purchase Agreement, including the Conversion Shares and the Payment Shares, and
pursuant to the Warrants (as defined in the Purchase Agreement) (the “Issued
Shares of Common Stock”), would exceed 19.9% of the number of shares of Common
Stock outstanding as of the date hereof (the “Issuable Maximum”), (B) the
Conversion Price, the value of the Payment Shares or the Exercise Price (as
defined in the Warrants), as applicable, in each case at the time in effect for
each of the Issued Shares of Common Stock was less than the greater of book
value or the fair market value of the Common Stock, valued at the closing bid
price, on the date hereof, and (C) the Company shall not have previously
obtained the vote of the shareholders of the Company (the “Shareholder Approval”),
if any, as may be required by the applicable rules and regulations of Nasdaq
(or any successor entity) to approve the issuance of shares of Common Stock in
excess of the Issuable Maximum in a private placement whereby shares of Common
Stock are deemed to have been issued at a price that is less than the greater
of book value or fair market value of the Common Stock, then with respect to
(i) the aggregate principal amount of the Notes then held by the Holders for
which a conversion at the Conversion Price at the time in effect, and (ii) the
aggregate number of Warrant Shares (as defined in the Warrant) then held by the
Warrantholder (as defined in the Warrant) which at the Exercise Price (as
defined in the Warrant) at the time in effect, collectively would result in an
issuance of Common Stock in excess of the Issuable Maximum (the “Excess
Principal”), the Company may elect to prepay cash to the Holders in an amount
equal to the then outstanding principal amount of this Note plus accrued and
unpaid interest on such principal amount (the “Prepayment Amount”).  Any such election by the Company must be
made in writing to the Holders within five (5) days after such Determination
Date and the payment of such Prepayment Amount applicable to such prepayment
must be made in full to the Holders with ten (10) days after the date such
notice is delivered.  If the Company
does not deliver timely a notice of its election to prepay hereunder or shall,
if it shall have delivered such a notice, fail to pay the Prepayment Amount
hereunder within fifteen (15) days thereafter, then each Holder shall have the
option by written notice to the Company, to declare any such notice given to
such Holder by the Company, if given, to be null and void and require the
Company to either: (Y) use its best efforts to obtain the Shareholder Approval
applicable to such issuance as soon as is possible, but in any event not later
than the 60th day after such request unless the Company has previously used its
best efforts to, but has failed to, obtain such approval (provided, that if the
Company shall fail to obtain the Shareholder Approval during such 60-day
period, the Holder may demand the cash payment set forth in clause (Z) herein)
or (Z) pay cash to such Holder, within ten (10) days of such Holder’s notice,
in an amount equal to 100% of the Prepayment Amount (the “Demand Prepayment
Amount”) for such Holder’s ratable portion of the Excess Principal.  The Demand Prepayment Amount payable to the
Holders pursuant to this section 4(a)


 


13

















 


shall be payable ratably in
accordance with the respective principal amounts of the Notes held by the
Holders on the Determination Date which is convertible into shares of Common
Stock in excess of the Issuable Maximum. 
If the Company fails to pay any Holder the Demand Prepayment Amount in
full pursuant to this section 4(a) within ten (10) days after the date
payable, the Company will pay interest thereon at a rate of 20% per annum to
such Holder, accruing interest daily from the date of conversion until such
amount, plus all such interest thereon, if any, is paid in full.  Until the Company has received the
Shareholder Approval, no Holder of the Notes shall be issued, upon conversion
of Notes, shares of Common Stock in an amount greater than such Holder’s
ratable portion of the Issuable Maximum pursuant to section 4(b) below.


 


(b)                                 Allocations
of Issuable Maximum.  The Issuable
Maximum shall be allocated pro rata among the Holder of this Note and the
holders of the Other Notes based on the respective outstanding principal
amounts of this Note and the Other Notes. 
Each increase in the Issuable Maximum shall be similarly allocated.


 


5.                                      Change
of Control.  (a)       As soon as possible upon learning of a potential
“Change of Control” (as defined below) the Company shall promptly make public
disclosure of such potential change in control and simultaneously provide the
Holder prompt written notice thereof, during which time the Holder may, by
written notice to the Company, declare the principal of this Note immediately
due and payable and, upon such a declaration, the maturity of this Note shall
accelerate and it shall become due and payable in an amount equal to at 130% of
the then unpaid principal amount of the Note, plus all accrued and unpaid
interest thereon, through the payment date.


 


(b)                                 Definition
of Change of Control.  A “Change of
Control” shall be deemed to have occurred when (i) any person (as defined in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any
successor provision to either of the foregoing), other than a person who
currently owns 25% or more of the combined voting power of Common Stock,
becomes the beneficial owner (as the term “beneficial owner” is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the
Exchange Act) of a majority of the combined voting power of the Common Stock
(ii) there shall have occurred under any indenture or other instrument
evidencing any indebtedness or preferred equity of the Company any “change of
control” (or similar term as defined in such indenture or other evidence of
indebtedness or preferred equity) obligating the Company to repurchase, redeem
or repay all or any part of the indebtedness or capital stock provided for
therein; or (iii) the Company merges with or into another person or entity and
the Corporation is not the surviving entity or sells or disposes of all or
substantially all of its assets to any person or entity; (iv) the liquidation,
dissolution, or the winding up of the affairs of the Company or (v) during any
calendar year, individuals who at the beginning of such period constituted the
Company’s board of directors (and any new members of such board of directors
whose election by the Company’s board of directors or whose nomination for
election by the Company’s stockholders was approved by a vote of a majority of
the members of such board of directors then still in office who either were
directors at the beginning of such period or whose election or nomination for
election was previously so approved), cease for any reason to constitute a
majority of the Company’s board of directors.


 


14

















 


6.                                      Discharge
of Certain Provisions.


 


(a)                                  If:
(i)  at or prior to the Maturity Date
the Company shall have deposited with the Collateral Agent (as defined in the
Security Agreement, the General Collateral Security Agreement and the Patent
and Trademark Security Agreement), in trust, funds sufficient to pay at
maturity the aggregate principal amount of this Note and the Other Notes,
together with all interest due thereon;


 


(ii)                                  notice
of such deposit shall have been given to the Holder and the holders of the
Other Notes as to which such deposit is applicable, within ten (10) days after
the date of such deposit; and


 


(iii)                               no
event listed in section 2(e) has occurred and is continuing; and


 


(iv)                              the
Company shall also pay or cause to be paid all other sums payable hereunder by
the Company, then on the date which is ninety-one (91) days after the date of
such deposit by the Company with the Collateral Agent, so long as during such
90-day period no event listed in section 2(e) has occurred and is
continuing (x) this Note shall cease to be of further effect and shall be
deemed satisfied and discharged (except as provided herein), (y) the Company
shall be entitled to release of Collateral as provided in the Security
Agreement, the General Collateral Security Agreement and the Patent and
Trademark Security Agreement, and (z) the Holder, on demand of the Company
accompanied by an opinion of counsel and at the cost and expense of the
Company, shall execute proper instruments acknowledging the satisfaction and
discharge of this Note to the extent set forth herein.


 


(b)                                 So
long as this Note shall remain outstanding after it is deemed satisfied and
discharged pursuant to subsection (a) above, this Note shall continue in
effect following such satisfaction and discharge provided for above solely with
respect to rights of registration of transfer, exchange or replacement of this
Note, and rights to receive payment of the principal hereof and interest hereon
in accordance with the terms of this Note from such deposited funds; provided,
however, that, following such satisfaction and discharge, no claim for payment
of principal of or interest on this Note shall be made against the
Company.  For the avoidance of doubt,
payment from such funds may also be made, in the case of interest due on this
Note, prior to such satisfaction and discharge.


 


(c)                                  For
the avoidance of doubt, the Holder may exercise its right to receive Conversion
Shares pursuant to section 3 during the ninety-one (91) day period
referred to in subsection (a) above. 
In the event that during the ninety-one (91) day period referred to in
subsection (a) above the Holder exercises its right and receives
Conversion Shares pursuant to section 3, the amount held by the Collateral
Agent equal to the Conversion Price paid for the Conversion Shares received
during such ninety-one (91) day period shall be returned to the Company.


 


7.                                      Transfer
of Note.  Upon due presentment
for registration of transfer of this Note, the Company will execute, register
and deliver in exchange a new Note equal in aggregate principal amount to the
then unpaid principal amount of this Note, dated the date to which interest has
been paid and registered in the name of the transferee.  This Note shall not be transferable without
the written consent of the Company (which shall not be unreasonably


 


15

















 


withheld) and, in all events
shall only be transferable only to a person who is an “accredited investor” as
defined in Regulation D promulgated under the Securities Act.


 


8.                                      Governing
Law.  This Note shall be
governed by and construed in accordance with the domestic substantive laws of
the State of New York, without giving effect to any choice or conflict of law
provision or rule that would cause the application of the laws of any other
jurisdiction.


 


9.                                      Jurisdiction.  The Company irrevocably consents to the
jurisdiction of the United States federal courts and the state courts located
in the County of New York, State of New York in any suit or proceeding based on
or arising under this Note and irrevocably agrees that all claims in respect of
such suit or proceeding may be determined in such courts.  The Company irrevocably waives the defense
of an inconvenient forum to the maintenance of such suit or proceeding.  The Company further agrees that service of
process upon the Company mailed by first class mail shall be deemed in every
respect effective service of process upon the Company in any such suit or
proceeding.  The Company agrees that a
final non-appealable judgment in any such suit or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on such judgment or in any
other lawful manner.  Nothing herein
shall affect the right of the Holder to institute suit and conduct an action in
any other appropriate manner, jurisdiction or court or to serve process in any
other manner permitted by law.


 


10.                               Notices.  All notices and other communications given
to any party hereto pursuant to this Note shall be in writing and shall be
delivered, or mailed first class postage prepaid, registered or certified mail,
addressed as follows:


 


(a)                                  If
to the Company, to:


 


Alliance
Pharmaceutical Corp.

6175 Lusk Boulevard

San Diego, California 92121

Fax number: (858) 410-5306

Attention: President


 


with a copy
to:


 


Stroock &
Stroock & Lavan LLP

180 Maiden Lane

New York, NY 10038

Fax number: (212) 806-6006

Attention: Melvin Epstein, Esq.


 


16

















 


(b)                                 If
to the Holder, to:


 


Photogen
Technologies, Inc.

140 Union Square Drive

New Hope, PA 18938

Fax number: (215) 862-7130

Attention: Taffy J. Williams, Ph.D., President


 


with a copy
to:


 


Epstein Becker
& Green, P.C.

111 Huntington Avenue

Boston, Massachusetts 12199

Fax number: (617) 342-4001

Attention: Susan E. Pravda, Esq.


 


Each such notice or other
communication shall for all purposes be treated as being effective or having
been given when delivered, if delivered personally, by e-mail or facsimile with
confirmation of receipt or by overnight courier or, if sent by mail, at the
earlier of its actual receipt or three (3) days after the same has been
deposited in a regularly maintained receptacle for the deposit of United States
mail, addressed and postage prepaid as aforesaid.


 


11.                               Company’s
Waivers.  The Company, to the
extent permitted by law, waives and agrees not to assert or take advantage of
any of the following: (a) any defense based upon an election of remedies by the
Holder which may destroy or otherwise impair any subrogation or other rights of
the Company or any guarantor or endorser of this Note; (b) any duty on the part
of the Holder to disclose any facts or other data the Holder may now or
hereafter know; (c) acceptance or notice of acceptance of this Note by the
Company; (d) presentment and/or demand for payment of this Note or any
indebtedness or obligations hereby promised; and (e) protest and notice of
dishonor with respect to this Note or any indebtedness or performance of
obligations arising hereunder.


 


12.                               Amendment;
Waiver.  All amendments or
waivers of any of the terms hereof (including, without limitation, any waiver
of acceleration of the Maturity Date) and any payment of this Note with any
consideration other than cash shall be made or effected only with the written
consent of the Holders of a majority of the principal amount and interest of
the Notes outstanding.  No failure or
delay on the part of any Holder in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of


 


17

















 


any such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege.


 


13.                               Replacement
of Note.  Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Note by the Holder, the Company shall issue
a replacement instrument, at the Company’s expense, representing such Note in
lieu of such lost, stolen, destroyed, or mutilated instrument, provided that
the Holder agrees to indemnify the Company for any losses incurred by the
Company with respect to such lost instrument (other than the cost of issuing
the new instrument).


 


14.                               Headings.  The headings of the sections of this Note
are inserted for convenience only and do not constitute a part of this Note.


 


15.                               Rank.  The Notes shall rank senior to any
indebtedness outstanding as of the date hereof as to repayment.


 


16.                               Consent
Rights.  The Company shall not
(i) declare or pay any dividends (whether in cash or stock) or otherwise make
any distributions with respect to Common Stock or (ii) create or sell any
securities that rank senior to or pari  passu with the Notes
without the written consent of the Holders of a majority of the principal
amount and interest of the Note and the Other Notes outstanding.


 


17.                               Assignability.  This Note shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of the Holder and
its successors and assigns. 
Notwithstanding anything to the contrary contained in this Note or the
Transaction Documents, this Note may be pledged and all rights of the Holder
under this Note may be assigned to any affiliate or to any other person or
entity without the consent of the Company, subject to the Securities Act of
1933.


 


18.                               Cost
of Collection.  If default is
made in the payment of this Note, the Company shall pay the Holder hereof costs
of collection, including reasonable attorneys’ fees.


 


19.                               Remedies
Cumulative.  The remedies
provided in this Note shall be cumulative and in addition to all other remedies
available under this Note, at law or in equity (including a decree of specific
performance and/or other injunctive relief), and nothing herein shall limit a
Holder’s right to pursue actual damages for any failure by the Company to
comply with the terms of this Note.  The
Company acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Holder of the Note and that the remedy at law for
any such breach may be inadequate.  The
Company therefore agrees, in the event of any such breach or threatened breach,
that the Holder of the Note shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being
required.


 


18

















 


IN WITNESS
WHEREOF, the Company has caused this Note to be signed and to be dated the day
and year first above written.


 


 


	
   

  	
  ALLIANCE
  PHARMACEUTICAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  Theodore D. Roth

  
	
   

  	
  Title:
  President and Chief Operating Officer

  



 


19