Exhibit
10.7


 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration
Rights Agreement (the “Agreement”) is made and entered into as of this
30th day of December, 2002 by and among Photogen Technologies, Inc., a Nevada
corporation (the “Company”), and the undersigned “Purchaser” named in
that certain Common Stock Purchase Agreement, dated of even date herewith by
and between the Company and the Purchaser (the “Purchase Agreement”).


 


The parties hereby
agree as follows:


 


1.                                       Certain
Definitions.  As used in this Agreement,
the following terms shall have the following meanings:


 


“Affiliate”
means, with respect to any person, any other person which directly or
indirectly controls, is controlled by, or is under common control with, such
person.


 


“Agreement”
has the meaning ascribed thereto in the preamble hereof.


 


“Allowed Delay”
has the meaning ascribed thereto in Section 2(c)(ii) hereof.


 


“Availability
Date” has the meaning ascribed thereto in Section 3(k) hereof.


 


“Blackout
Period” has the meaning ascribed thereto in Section 2(c)(i) hereof.


 


“Blue Sky
Application” has the meaning ascribed thereto in Section 6(a)
hereof.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City
are open for the general transaction of business.


 


“Closing Price”
as of any date means (a) the closing bid price of one share of Common Stock as
reported on The Nasdaq SmallCap Market (“Nasdaq”) on such date, (b) if
no closing bid price is available, the average of the high bid and the low
asked price quoted on Nasdaq on such date, or (c) if the shares of Common Stock
are not then quoted on Nasdaq, the value of one share of Common Stock on such
date as shall be determined in good faith by the Board of Directors of the
Company and the Purchaser, provided, that if the Board of Directors of
the Company and the Purchaser are unable to agree upon the value of a share of
Common Stock pursuant to this subpart (c), the Company and the Purchaser shall
jointly select an appraiser who is experienced in such matters to determine the
Closing Price.  The decision of such
appraiser shall be final and conclusive, and the cost of such appraiser shall
be borne one half by the Company and one half by the Purchaser.


 


“Common Stock”
shall mean the Company’s common stock, par value $0.001 per share.


 


“Company”
has the meaning ascribed thereto in the preamble hereof.


 


“Nasdaq”
has the meaning ascribed thereto in the definition of Closing Price above.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated
by reference in such prospectus.


 

















 


“Purchaser”
shall mean the Purchaser identified in the Purchase Agreement and any Affiliate
or permitted transferee of any Purchaser who is a subsequent holder of any Registrable
Securities.


 


“Purchase
Agreement” has the meaning ascribed thereto in the preamble hereof.


 


“Register,”
“registered” and “registration” refer to a registration made by
preparing and filing a Registration Statement or similar document in compliance
with the 1933 Act, and the declaration or ordering of effectiveness of such
Registration Statement or document.


 


“Registrable
Securities” shall mean the shares of Common Stock issuable (i) pursuant to
the Purchase Agreement and (ii) pursuant to the provisions of Sections 2(a)
and 2(c) below, and any other securities issued or issuable with respect to
or in exchange for Registrable Securities; provided, that, a
security shall cease to be a Registrable Security upon (A) sale pursuant to a
Registration Statement or Rule 144 under the 1933 Act, or (B) such security
becoming eligible for sale by the Purchaser pursuant to Rule 144(k).


 


“Registration
Statement” shall mean any registration statement of the Company filed under
the 1933 Act that covers the resale of any of the Registrable Securities
pursuant to the provisions of this Agreement, amendments and supplements to
such Registration Statement, including post-effective amendments, all exhibits
and all material incorporated by reference in such Registration Statement.


 


“SEC” means
the U.S. Securities and Exchange Commission.


 


“1933 Act”
means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


 


2.                                       Registration.


 


(a)                                  Registration Statements. 
Concurrently with (or included in) the registration statement covering
the shares of Mi3 L.P., Oxford Bioscience Partners IV L.P. and MRNA Fund II,
L.P., the Company shall prepare and file with the SEC one Registration
Statement on Form S-1 covering the resale of the Registrable Securities in an
amount equal to the number of shares of Common Stock issued to the Purchaser
pursuant to the Purchase Agreement (or such Registrable Securities may be
included in a single registration statement also covering other shares of
Common Stock issued to the aforementioned institutional investors on
November 12, 2002).  Such
Registration Statement also shall cover, to the extent allowable under the 1933
Act and the rules promulgated thereunder (including Rule 416), such
indeterminate number of additional shares of Common Stock resulting from stock
splits, stock dividends or similar transactions with respect to the Registrable
Securities.  The Company shall use its
reasonable best efforts to obtain from each person who now has piggyback
registration rights a waiver of those rights with respect to the Registration
Statement.  The Registration Statement
(and each amendment or supplement thereto, and each request for acceleration of
effectiveness thereof) shall be provided in accordance with Section 3(c)
to the Purchaser and their counsel prior to its filing or other
submission.  If a Registration Statement
covering the Registrable Securities is not filed with the SEC by the date
required by Mi3 L.P., the Company will make pro rata payments to Purchaser, as
liquidated damages and not as a penalty, in an amount equal to 1.5% of the
aggregate amount paid by such Purchaser on the Closing Date to the Company for
any 30-day period or pro rata for any portion thereof following the date by
which such Registration Statement should have been filed for which no
Registration Statement is filed with respect to the Registrable Securities.  Such payment shall be made to Purchaser in
additional fully paid


 


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and non-assessable
shares of Common Stock not later than three (3) Business Days following the end
of any 30-day period.  For this purpose,
each share of Common Stock shall be deemed to have a value equal to the
arithmetic mean of the Closing Prices for the ten (10) trading days beginning
twenty (20) trading days prior to the issuance of such shares.


 


(b)                                 Expenses.  The Company
will pay all expenses associated with each registration hereunder, including
filing and printing fees, counsel and accounting fees and expenses, costs
associated with clearing the Registrable Securities for sale under applicable
state securities laws, listing fees and the Purchaser’s reasonable expenses in
connection with the registration, but excluding discounts, commissions, fees of
underwriters, selling brokers, dealer managers or similar securities industry
professionals with respect to the Registrable Securities being sold.


 


(c)                                  Effectiveness.


 


i.                                          The Company shall use all commercially
reasonable efforts to have the Registration Statement declared effective as
soon as practicable.  If a Registration
Statement covering the Registrable Securities is not declared effective by the SEC
within sixty (60) days after the initial filing of the Registration Statement
(or ninety (90) days after the initial filing of the Registration Statement if
it is reviewed by the SEC), as such period may be extended by Mi3 L.P. (on
behalf of the Purchaser herein) in its reasonable discretion for good cause,
then the Company will make pro rata payments to Purchaser, as liquidated
damages and not as a penalty, in an amount equal to 1.5% of the aggregate
amount invested by Purchaser in the shares of Common Stock for any 30-day
period or pro rata for any portion thereof following the date by which such
Registration Statement should have been effective (the “Blackout Period”).  Such payments shall be in partial
compensation to the Purchaser, and shall not constitute the Purchaser’s
exclusive remedy for such events.  The
amounts payable as liquidated damages pursuant to this paragraph shall be paid
monthly within three (3) Business Days of the last day of each month following
the commencement of the Blackout Period until the termination of the Blackout
Period.  Such payment shall be made to
Purchaser in additional fully paid and non-assessable shares of Common
Stock.  Each share of Common Stock shall
be deemed to have a value equal to the arithmetic mean of the Closing Prices
for the ten (10) trading days beginning twenty (20) trading days prior to the
issuance of such shares.


 


ii.                                       For not more than twenty (20) consecutive
days or for a total of not more than forty-five (45) days in any twelve (12)
month period, the Company may delay the disclosure of material non-public
information concerning the Company, by suspending the use of any Prospectus
included in any registration contemplated by this Section containing such
information, the disclosure of which at the time is not, in the good faith
opinion of the Company, in the best interests of the Company (an “Allowed
Delay”); provided, that the Company shall promptly (a) notify the
Purchaser in writing of the existence of (but in no event, without the prior
written consent of a Purchaser, shall the Company disclose to Purchaser any of
the facts or circumstances regarding) material non-public information giving
rise to an Allowed Delay, and (b) advise the Purchaser in writing to cease all
sales under the Registration Statement until the end of the Allowed Delay.


 


(d)                                 Underwritten Offering. 
If any offering pursuant to a Registration Statement pursuant to Section
2(a) hereof involves an underwritten offering, the Company shall have the
right to select an investment banker and manager to administer the offering,
which investment banker or manager shall be reasonably satisfactory to Mi3 L.P.


 


3.                                       Company Obligations. 
The Company will use all commercially reasonable efforts to effect the
registration of the Registrable Securities in accordance with the terms hereof,
and pursuant thereto the Company will, as expeditiously as possible:


 


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(a)                                  use all commercially reasonable efforts
to cause such Registration Statement to become effective and to remain
continuously effective for a period that will terminate upon the earlier of (i)
the date on which all Registrable Securities covered by such Registration
Statement as amended from time to time, have been sold, and (ii) the date on which
all Registrable Securities covered by such Registration Statement may be sold
pursuant to Rule 144(k);


 


(b)                                 prepare and file with the SEC such
amendments and post-effective amendments to the Registration Statement and the
Prospectus as may be necessary to keep the Registration Statement effective for
the period specified in Section 3(a) hereof and to comply with the
provisions of the 1933 Act and the 1934 Act with respect to the distribution of
all of the Registrable Securities covered thereby;


 


(c)                                  provide copies to and permit counsel
designated by the Purchaser to review each Registration Statement and all
amendments and supplements thereto no fewer than seven (7) days prior to their
filing with the SEC and not file any document to which such counsel reasonably
objects;


 


(d)                                 furnish to the Purchaser and their legal
counsel (i) promptly after the same is prepared and publicly distributed, filed
with the SEC, or received by the Company (but not later than two (2) Business
Days after the filing date, receipt date or sending date, as the case may be)
one (1) copy of any Registration Statement and any amendment thereto, each
preliminary prospectus and Prospectus and each amendment or supplement thereto,
and each letter written by or on behalf of the Company to the SEC or the staff
of the SEC, and each item of correspondence from the SEC or the staff of the
SEC, in each case relating to such Registration Statement (other than any
portion of any thereof which contains information for which the Company has
sought confidential treatment), and (ii) such number of copies of a Prospectus,
including a preliminary prospectus, and all amendments and supplements thereto
and such other documents as Purchaser may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such
Purchaser that are covered by the related Registration Statement;


 


(e)                                  in the event the Company selects an
underwriter for the offering, the Company shall enter into and perform its
reasonable obligations under an underwriting agreement, in usual and customary
form, including, without limitation, customary indemnification and contribution
obligations, with the underwriter of such offering;


 


(f)                                    if required by the underwriter, or if
Purchaser is described in the Registration Statement as an underwriter, the
Company shall furnish, on the effective date of the Registration Statement
(except with respect to clause (i) below) and on the date that Registrable
Securities are delivered to an underwriter, if any, for sale in connection with
the Registration Statement (including the Purchaser if deemed to be an
underwriter), (i) (A) in the case of an underwritten offering, an opinion,
dated as of the closing date of the sale of Registrable Securities to the
underwriters, from independent legal counsel representing the Company for
purposes of such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering, addressed to the
underwriters and the Purchaser participating in such underwritten offering or
(B) in the case of an “at the market” offering, an opinion, dated as of or
promptly after the effective date of the Registration Statement to the
Purchaser, from independent legal counsel representing the Company for purposes
of such Registration Statement, in form, scope and substance as is customarily
given in a public offering, addressed to the Purchaser, and (ii) a letter,
dated as of the effective date of such Registration Statement and confirmed as
of the applicable dates described above, from the Company’s independent
certified public accountants in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering, addressed to the underwriters (including the Purchaser if
deemed to be an underwriter);


 


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(g)                                 use all commercially reasonable efforts
to (i) prevent the issuance of any stop order or other suspension of
effectiveness and, (ii) if such order is issued, obtain the withdrawal of any
such order at the earliest possible moment;


 


(h)                                 prior to any public offering of
Registrable Securities, use all commercially reasonable efforts to register or
qualify or cooperate with the Purchaser and their counsel in connection with
the registration or qualification of such Registrable Securities for offer and
sale under the securities or blue sky laws of such jurisdictions requested by
the Purchaser and do any and all other commercially reasonable acts or things
necessary or advisable to enable the distribution in such jurisdictions of the
Registrable Securities covered by the Registration Statement;


 


(i)                                     use all commercially reasonable efforts
to cause all Registrable Securities covered by a Registration Statement to be listed
on each securities exchange, interdealer quotation system or other market on
which similar securities issued by the Company are then listed;


 


(j)                                     immediately notify the Purchaser, at any
time when a Prospectus relating to Registrable Securities is required to be
delivered under the 1933 Act, upon discovery that, or upon the happening of any
event as a result of which, the Prospectus included in a Registration
Statement, as then in effect, includes an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances
then existing, and at the request of any such holder, promptly prepare and
furnish to such holder a reasonable number of copies of a supplement to or an
amendment of such Prospectus as may be necessary so that, as thereafter
delivered to the Purchaser of such Registrable Securities, such Prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing; and


 


(k)                                  otherwise use commercially reasonable
efforts to comply with all applicable rules and regulations of the SEC under
the 1933 Act and the 1934 Act, take such other actions as may be reasonably
necessary to facilitate the registration of the Registrable Securities
hereunder; and make available to its security holders, as soon as reasonably
practicable, but not later than the Availability Date (as defined below), an
earnings statement covering a period of at least twelve (12) months, beginning
after the effective date of each Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the 1933 Act (for
the purpose of this subsection 3(k), “Availability Date” means
the 45th day following the end of the fourth fiscal quarter that includes the
effective date of such Registration Statement, except that, if such fourth fiscal
quarter is the last quarter of the Company’s fiscal year, “Availability Date”
means the 90th day after the end of such fourth fiscal quarter).


 


4.                                       Due Diligence Review; Information. 
The Company shall make available, during normal business hours, for inspection
and review by the Purchaser, advisors to and representatives of the Purchaser
(who may or may not be affiliated with the Purchaser and who are reasonably
acceptable to the Company), any underwriter participating in any disposition of
shares of Common Stock pursuant to a Registration Statement or amendments or
supplements thereto or any blue sky, NASD or other filing, all financial and
other records, all SEC Filings (as defined in the Purchase Agreement) and other
filings with the SEC, and all other corporate documents and properties of the
Company as may be reasonably necessary for the purpose of such review, and
cause the Company’s officers, directors and employees, within a reasonable time
period, to supply all such information reasonably requested by the Purchaser or
any such representative, advisor or underwriter in connection with such
Registration Statement (including, without limitation, in response to all
questions and other inquiries reasonably made or submitted by any of them),
prior to and from time to time after the filing and effectiveness of the
Registration Statement for the sole purpose of enabling the Purchaser and such
representatives, advisors


 


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and underwriters
and their respective accountants and attorneys to conduct initial and ongoing
due diligence with respect to the Company and the accuracy of such Registration
Statement.


 


The Company shall
not disclose material nonpublic information to the Purchaser, or to advisors to
or representatives of the Purchaser, unless prior to disclosure of such
information the Company identifies such information as being material nonpublic
information and provides the Purchaser, such advisors and representatives with
the opportunity to accept or refuse to accept such material nonpublic
information for review.


 


5.                                       Obligations of the Purchaser.


 


(a)                                  Purchaser shall furnish in writing to the
Company such information regarding itself, the Registrable Securities held by
it and the intended method of disposition of the Registrable Securities held by
it, as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request.  At least five (5) Business Days prior to the first anticipated
filing date of any Registration Statement, the Company shall notify Purchaser
of the information the Company requires from Purchaser if Purchaser elects to
have any of the Registrable Securities included in the Registration
Statement.  Purchaser shall provide such
information to the Company at least two (2) Business Days prior to the first
anticipated filing date of such Registration Statement if Purchaser elects to
have any of the Registrable Securities included in the Registration Statement.


 


(b)                                 Purchaser, by its acceptance of the
Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of a
Registration Statement hereunder, unless Purchaser has notified the Company in
writing of its election to exclude all of its Registrable Securities from such
Registration Statement.


 


(c)                                  In the event the Company, at the request
of the Purchaser, determines to engage the services of an underwriter,
Purchaser agrees to enter into and perform its obligations under an
underwriting agreement, in usual and customary form, including, without
limitation, customary indemnification and contribution obligations, with the
managing underwriter of such offering and take such other actions as are
reasonably required in order to expedite or facilitate the dispositions of the
Registrable Securities.


 


(d)                                 Purchaser agrees that, upon receipt of
any notice from the Company of either (A) the commencement of an Allowed Delay
pursuant to Section 2(c)(ii) or (B) the happening of an event pursuant
to Section 3(j) hereof, Purchaser will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities, until the Purchaser’s receipt of the
copies of the supplemented or amended prospectus filed with the SEC and
declared effective and, if so directed by the Company, the Purchaser shall
deliver to the Company (at the expense of the Company) or destroy (and deliver
to the Company a certificate of destruction) all copies in the Purchaser’s
possession of the Prospectus covering the Registrable Securities current at the
time of receipt of such notice.


 


(e)                                  Purchaser may not participate in any third
party underwritten registration hereunder unless it (i) agrees to sell the
Registrable Securities on the basis provided in any underwriting arrangements
in usual and customary form entered into by the Company, (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements, and (iii) agrees to pay its pro rata share of all
underwriting discounts and commissions. 
Notwithstanding the foregoing, Purchaser shall not be required to make
any representations to such underwriter, other than those with respect to
itself and the


 


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Registrable
Securities owned by it, including its right to sell the Registrable Securities,
and any indemnification in favor of the underwriter by the Purchaser shall be
several and not joint and limited in the case of any Purchaser, to the proceeds
received by Purchaser from the sale of its Registrable Securities.  The scope of any such indemnification in
favor of an underwriter shall be limited to the same extent as the indemnity
provided in Section 6(b) hereof.


 


6.                                       Indemnification.


 


(a)                                  Indemnification by the Company. 
The Company will indemnify and hold harmless Purchaser and its officers,
directors, members, employees and agents, successors and assigns, and each
other person, if any, who controls Purchaser within the meaning of the 1933
Act, against any losses, claims, damages or liabilities, joint or several, to
which Purchaser, officer, director, member, or controlling person may become
subject under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon: (i) any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement, any preliminary
prospectus or final prospectus contained therein, or any amendment or
supplement thereof; (ii) any blue sky application or other document executed by
the Company specifically for that purpose or based upon written information
furnished by the Company filed in any state or other jurisdiction in order to
qualify any or all of the Registrable Securities under the securities laws
thereof (any such application, document or information herein called a “Blue
Sky Application”); (iii) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; (iv) any violation by the Company
or its agents of any rule or regulation promulgated under the 1933 Act
applicable to the Company or its agents and relating to action or inaction
required of the Company in connection with such registration; or (v) any
failure to register or qualify the Registrable Securities included in any such
Registration in any state where the Company or its agents has affirmatively
undertaken or agreed in writing that the Company will undertake such
registration or qualification on Purchaser’s behalf (the undertaking of any
underwriter chosen by the Company being attributed to the Company) and will
reimburse Purchaser, and each such officer, director or member and each such
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not
be liable in any such case if and to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information furnished by such Purchaser or any such controlling person in
writing specifically for use in such Registration Statement or Prospectus.


 


(b)                                 Indemnification by the Purchaser. 
In connection with any registration pursuant to the terms of this
Agreement, Purchaser will furnish to the Company in writing such information as
the Company reasonably requests concerning the holders of Registrable
Securities or the proposed manner of distribution for use in connection with
any Registration Statement or Prospectus and agrees, severally but not jointly,
to indemnify and hold harmless, to the fullest extent permitted by law, the Company,
its directors, officers, employees, stockholders and each person who controls
the Company (within the meaning of the 1933 Act) against any losses, claims,
damages, liabilities and expense (including reasonable attorney fees) resulting
from any untrue statement of a material fact or any omission of a material fact
required to be stated in the Registration Statement or Prospectus or
preliminary prospectus or amendment or supplement thereto or necessary to make
the statements therein not misleading, to the extent, but only to the extent
that such untrue statement or omission is contained in any information
furnished in writing by Purchaser to the Company specifically for inclusion in
such Registration Statement or Prospectus or amendment or supplement thereto.  In no event shall the liability of Purchaser
be greater in amount than the dollar amount of the proceeds (net of all expense
paid by Purchaser and the amount of any damages such holder has otherwise been
required to pay by reason of such untrue


 


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statement or
omission) received by such Purchaser upon the sale of the Registrable
Securities included in the Registration Statement giving rise to such
indemnification obligation.


 


(c)                                  Conduct of Indemnification Proceedings. 
Any person entitled to indemnification hereunder shall (i) give prompt
notice to the indemnifying party of any claim with respect to which it seeks
indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided
that any person entitled to indemnification hereunder shall have the right to
employ separate counsel and to participate in the defense of such claim, but
the fees and expenses of such separate counsel shall be at the expense of such
person unless (a) the indemnifying party has agreed to pay such fees or
expenses, or (b) the indemnifying party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such person or (c)
in the reasonable judgment of any such person, based upon written advice of its
counsel, a conflict of interest exists between such person and the indemnifying
party with respect to such claims (in which case, if the person notifies the
indemnifying party in writing that such person elects to employ separate
counsel at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such claim on behalf of such
person); and provided, further, that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations hereunder, except to the extent that such
failure to give notice shall materially adversely affect the indemnifying party
in the defense of any such claim or litigation.  It is understood that the indemnifying party shall not, in
connection with any proceeding in the same jurisdiction, be liable for fees or
expenses of more than one separate firm of attorneys at any time for all such
indemnified parties.  No indemnifying
party will, except with the consent of the indemnified party, consent to entry
of any judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect of such claim or litigation.


 


(d)                                 Contribution. 
If for any reason the indemnification provided for in the preceding
paragraphs (a) and (b) is unavailable to an indemnified party or insufficient
to hold it harmless, other than as expressly specified therein, then the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect the relative fault of the indemnified party and
the indemnifying party, as well as any other relevant equitable
considerations.  No person guilty of
fraudulent misrepresentation within the meaning of Section 11(f) of the 1933
Act shall be entitled to contribution from any person not guilty of such
fraudulent misrepresentation.  In no
event shall the contribution obligation of a holder of Registrable Securities
be greater in amount than the dollar amount of the proceeds (net of all
expenses paid by such holder and the amount of any damages such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission) received by it upon the sale of the
Registrable Securities giving rise to such contribution obligation.


 


7.                                       Miscellaneous.


 


(a)                                  Amendments and Waivers. 
This Agreement may be amended only by a writing signed by the parties
hereto.  The Company may take any action
herein prohibited, or omit to perform any act herein required to be performed
by it, only if the Company shall have obtained the written consent to such
amendment, action or omission to act, of Purchaser.


 


(b)                                 Notices.  All notices
and other communications provided for or permitted hereunder shall be made as
set forth in the Purchase Agreement.


 


(c)                                  Assignments and Transfers by Purchaser. 
The provisions of this Agreement shall be binding upon and inure to the
benefit of the Purchaser and its successors and assigns.  Purchaser may


 


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transfer or
assign, in whole or from time to time in part, to one or more persons its
rights hereunder in connection with the transfer of Registrable Securities by
Purchaser to such person, provided that Purchaser complies with all laws
applicable thereto and provides written notice of assignment to the Company
promptly after such assignment is effected.


 


(d)                                 Assignments and Transfers by the Company. 
This Agreement may not be assigned by the Company (whether by operation
of law or otherwise) without the prior written consent of Purchaser, provided,
however, that the Company may assign its rights and delegate its duties
hereunder to any surviving or successor corporation in connection with a merger
or consolidation of the Company with another corporation, or a sale, transfer
or other disposition of all or substantially all of the Company’s assets to
another corporation, without the prior written consent of the Purchaser, after
notice duly given by the Company to Purchaser.


 


(e)                                  Benefits of the Agreement. 
The terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective permitted successors and assigns of the
parties.  Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.


 


(f)                                    Counterparts; Faxes. 
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.  This
Agreement may also be executed via facsimile, which shall be deemed an original.


 


(g)                                 Titles and Subtitles. 
The titles and subtitles used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement.


 


(h)                                 Severability. 
Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof but shall be interpreted as if it were written so as to be
enforceable to the maximum extent permitted by applicable law, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law,
the parties hereby waive any provision of law which renders any provisions
hereof prohibited or unenforceable in any respect.


 


(i)                                     Further Assurances. 
The parties hereto shall execute and deliver all such further
instruments and documents and take all such other actions as may reasonably be
required to carry out the transactions contemplated hereby and to evidence the
fulfillment of the agreements herein contained.


 


(j)                                     Entire Agreement. 
This Agreement and the Purchase Agreement (and the Exhibits and Schedules
annexed thereto) are intended by the parties hereto as a final expression of
their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein. 
This Agreement and the Purchase Agreement supersede all prior agreements
and understandings between the parties with respect to such subject matter.


 


(k)                                  Governing Law; Consent to Jurisdiction. 
This Agreement shall be governed by, and construed in accordance with,
the internal laws of the Commonwealth of Massachusetts without regard to the
choice of law principles thereof.  Each
of the parties hereto irrevocably submits to the exclusive jurisdiction of the
courts located in Boston, Massachusetts for the purpose of any suit, action,


 


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proceeding or
judgment relating to or arising out of this Agreement and the transactions
contemplated hereby.  Service of process
in connection with any such suit, action or proceeding may be served on each
party hereto anywhere in the world by the same methods as are specified for the
giving of notices under this Agreement. 
Each of the parties hereto irrevocably consents to the jurisdiction of
any such court in any such suit, action or proceeding and to the laying of
venue in such court.  Each party hereto
irrevocably waives any objection to the laying of venue of any such suit,
action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum.


 


[signature page follows]


 


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IN WITNESS
WHEREOF, the parties have executed this Agreement or caused their duly
authorized officers to execute this Agreement as of the date first above
written.


 


	
   

  	
  The Company:

  
	
   

  	
   

  
	
   

  	
  PHOTOGEN TECHNOLOGIES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Purchaser:

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 


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