Exhibit
        10.1

       

      LICENSE
        AGREEMENT

       

      This
        License Agreement (the or this “Agreement”), dated as of the 30th day of June,
        2005, is entered into by IMCOR Pharmaceutical Co., a Nevada corporation
        (“IMCOR”) and Sangart, Inc. a California corporation (“Sangart”). 

       

      WITNESSETH:

       

      WHEREAS,
        IMCOR has certain facility and utility related documentation and validation
        documentation related to the property at 6173 and 6175 Lusk Blvd., San Diego
        CA
        (the “Facility”) as listed more completely on Exhibit A hereto (the “Licensed
        Subject Matter”) and IMCOR desires to license such Licensed Subject Matter to
        Sangart;

       

      WHEREAS,
        Sangart desires to license the Licensed Subject Matter from IMCOR.

       

      NOW,
        THEREFORE, in consideration of the premises and other good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged,
        the
        parties do hereby agree as follows:

       

      Article
        I

      Effectiveness

       

      1.1.  The
        effectiveness of this Agreement is conditioned upon Sangart executing a Lease
        Agreement with EOP-Industrial Portfolio, L.L.C. (“EOP”) with respect to the
        facility located at 6175 Lusk Blvd., San Diego, CA (the “Lease
        Agreement”).

       

      1.2.  The
        effective date of this Agreement shall be the date on which the Lease Agreement
        is executed and delivered by Sangart and EOP (the “Effective
        Date”).

       

      1.3.  In
        the
        event that the Effective Date does not occur on or before July 31, 2005,
        this
        Agreement shall automatically terminate.

       

      Article
        II

      License
        Grant and License Fee

       

      2.1.  As
        of the
        Effective Date, IMCOR hereby grants to Sangart a royalty-free, fully paid-up,
        worldwide, perpetual non-exclusive license, with the right to grant a
        non-exclusive sublicense to any Successor Entity (as defined below), to use
        and
        access the Licensed Subject Matter related to conducting business at the
        Facility. Sangart shall have no right to sublicense the Licensed Subject
        Matter
        except to any successor to Sangart’s interest in the Facility (a “Successor
        Entity”) and in such case subject to the Successor Entity agreeing to be bound
        by the terms and restrictions set forth herein (except Section 2.2) to the
        same
        extent as Sangart. Such license shall be irrevocable except as hereinafter
        expressly provided. 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (a)  On
        the
        Effective Date IMCOR will deliver to Sangart a copy of all of the Licensed
        Subject Matter [in the formats described on Exhibit A].

       

      (b)  Following
        the Effective Date IMCOR will provide access to electronic copies of the
        Licensed Subject Matter for copying, if needed, at Sangart’s
        expense.

       

      2.2.  Sangart
        shall pay IMCOR a license fee of Twenty Thousand Dollars ($20,000), due and
        payable on the Effective Date.

       

      2.3.  All
        rights not expressly granted to Sangart in this Agreement are hereby reserved
        to
        IMCOR.

       

      Article
        III

      Representations
        and Disclaimer of Warranties

       

      3.1.  Nothing
        in this Agreement shall be deemed to be a representation or warranty by IMCOR
        of
        the validity of the Licensed Subject Matter. SANGART IS LICENSING THE LICENSED
        SUBJECT MATTER ON AN “AS IS, WHERE IS” BASIS AND WITHOUT RECOURSE AND WITHOUT
        ANY REPRESENTATION OR WARRANTY WHATSOEVER, AND WITHOUT THE WARRANTIES OF
        MERCHANTABIILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OR
        ANY
        OTHER IMPLIED OR EXPRESS WARRANTIES WHATSOEVER, EACH OF WHICH WARRANTIES
        IS
        HEREBY DISCLAIMED. 

       

      3.2.  IMCOR
        shall have no liability whatsoever to Sangart or any other person for or
        on
        account of any injury, loss, or damage, of any kind or nature sustained by,
        or
        any damage assessed or asserted against, or any other liability incurred
        by or
        imposed upon Sangart or any other person, including any indirect, special,
        consequential or punitive damages (including, without limitation, damages
        for
        loss of profits or expected savings or other economic losses or for injury
        to
        persons or property), or any such liability arising out of or in connection
        with
        or resulting from the of any of the Licensed Subject Matter and Sangart shall
        hold IMCOR, and its officers, directors, agents, or employees, harmless in
        the
        event IMCOR, or any of its affiliates, officers, directors, agents, or employees
        is alleged to be or is actually held to be so liable.

       

      Article
        IV

      Confidentiality
        of Imagent Information

       

      4.1.  Any
        information contained in the Licensed Subject Matter provided by IMCOR pursuant
        to this Agreement that relates to Imagent® (perflexane lipid microsphere) shall
        be referred to herein as “Confidential Information” and maintained in confidence
        by Sangart in accordance with the terms of this Article IV.

       

      
        
          
          

        

        
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      4.2.  Sangart
        covenants and agrees that it shall not directly or indirectly by itself or
        with
        or through a third party use any Confidential Information in connection with
        the
        development of an ultrasound imaging agent.

       

      4.3.      (a) 
        Except as otherwise specifically provided herein, and subject to Sections
        4.8
        and 4.9, Sangart shall disclose Confidential Information only to those Sangart
        employees, representatives and agents requiring knowledge thereof in connection
        with fulfilling Sangart’s obligations under this Agreement, and not to any other
        third party.

       

      (b) 
        Sangart
        further agrees to inform all such employees, representatives and agents of
        the
        terms and provisions of this Agreement relating to Confidential Information
        and
        their duties hereunder and to obtain their agreement to maintain such
        Confidential Information in confidence as a condition of receiving Confidential
        Information.

       

      (c) 
        Sangart
        shall exercise the same standard of care as it would itself exercise in relation
        to its own confidential information (but in no event less than a reasonable
        standard of care) to protect and preserve the proprietary and confidential
        nature of the Confidential Information disclosed to it by IMCOR.

       

      4.4.  Any
        breach of this Article
        IV
        by any
        person informed by one of the parties is considered a breach by the party
        itself.

       

      4.5.  Confidential
        Information shall be deemed not to include:

       

      
        	(i)	
                information
                  which is in the public domain;

              


      

       

      
        	(ii)	
                information
                  which is made public through no breach of this
                  Agreement;

              


      

       

      
        	(iii)	
                information
                  which is independently developed by Sangart or a Successor Entity,
                  as
                  evidenced by such party’s written 

                records;
                  and

              


      

       

      
        	(iv)	
                information
                  that becomes available to Sangart or a Successor Entity on a
                  non-confidential basis, whether directly or indirectly, from a
                  source
                  other than IMCOR, which source did not acquire this information
                  on a
                  confidential basis.

              


      

       

      4.6.  The
        provisions relating to confidentiality in this Article
        IV
        shall
        remain in effect during the term of this Agreement, and for a period of 10
        years
        following the expiration or earlier termination of this Agreement.

       

      4.7.  (a) 
        Sangart
        agrees that the obligations of this Article
        IV
        are
        necessary and reasonable in order to protect the parties’ respective businesses,
        and Sangart agrees that monetary damages may be inadequate to compensate
        IMCOR
        for any breach by Sangart of its covenants and agreements set forth
        herein.

       

      
        
          
          

        

        
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      (b) 
        Sangart
        agrees that any such violation or threatened violation may cause irreparable
        injury to IMCOR and that, in addition to any other remedies that may be
        available, in law and equity or otherwise, IMCOR shall be entitled to seek
        injunctive relief against the threatened breach of the provisions of this
        Article
        IV,
        or a
        continuation of any such breach by Sangart, specific performance and other
        equitable relief to redress such breach together with damages and reasonable
        counsel fees and expenses to enforce its rights hereunder.

       

      4.8.  Subject
        to Section 4.9, no announcement or public statement concerning the existence,
        subject matter or any term of this Agreement shall be made by or on behalf
        of
        any party hereto without the prior written approval of the other party. The
        terms of any such announcement shall be agreed
        in good
        faith by the parties.

       

      4.9.  (a) 
        A
        party
        (the “Disclosing Party”) will be entitled to make an announcement or public
        statement concerning the existence, subject matter or any term of this
        Agreement, or to disclose Confidential Information that the Disclosing Party
        is
        required to make or disclose pursuant to
        a valid
        order of a court or any other requirement of law or any securities or stock
        exchange; provided that if the Disclosing Party becomes legally required
        to make
        such announcement, public statement or disclosure hereunder, the Disclosing
        Party shall give the other party hereto prompt notice of such fact to enable
        the
        other party hereto to seek a protective order or other appropriate remedy
        concerning any such announcement, public statement or disclosure.

       

      (b) 
        The
        Disclosing Party shall fully co-operate with the other party hereto in
        connection with that other party’s efforts to obtain any such order or other
        remedy.

       

      (c) 
        If
        any
        such order or other remedy does not fully preclude announcement, public
        statement or disclosure, the Disclosing Party shall make such announcement,
        public statement or disclosure only to the extent that the same is legally
        required.

       

      Article
        V

      Term
        and Termination

       

      5.1.  Unless
        otherwise terminated as herein provided, this Agreement shall terminate upon
        the
        termination of the Lease Agreement, including any renewals or extensions
        thereof, by Sangart and all Successor Entities.

       

      5.2.  Termination,
        expiration, cancellation or abandonment of this Agreement through any means
        and
        for any reason shall not relieve the parties of any obligation accruing prior
        thereto and shall be without prejudice to the rights and remedies of either
        party with respect to any antecedent breach of any of the provisions of this
        Agreement.

       

      5.3.  Upon
        termination of this Agreement for any reason other than expiration of the
        Agreement, Sangart shall, upon receipt of written request from IMCOR, return
        to
        IMCOR all copies of the Confidential Information.

       

      
        
          
          

        

        
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      Article
        VI

      Miscellaneous

       

      6.1.  This
        Agreement shall be governed by the internal laws of the State of California,
        without reference to the internal conflict laws thereof.

       

      6.2.  Nothing
        in this Agreement shall render IMCOR and Sangart as partners or joint venturers
        or in an agency/principal relationship.

       

      6.3.  This
        Agreement sets forth the entire agreement and understanding of the parties
        with
        respect to the transactions contemplated hereby and supersede any and all
        prior
        agreements, arrangements and understandings among the parties relating to
        the
        subject matter hereof.

       

      6.4.  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.

       

      6.5.  IMCOR
        may
        assign its rights and delegate its duties under this Agreement to a third
        party
        without the consent of Sangart provided that such third party delivers written
        acknowledgement to Sangart of its agreement to be bound under this Agreement
        to
        the same extent as IMCOR. Sangart may assign its rights and delegate its
        duties
        under this Agreement to a third party with the advance written consent of
        IMCOR,
        such consent not to be unreasonably withheld. 

       

      6.6.  This
        Agreement may be amended or supplemented only by writing signed on behalf
        of
        both parties.

       

      6.7.  If
        any
        part of this Agreement is found to be invalid, illegal, void or unenforceable
        such provision will be deemed amended to the extent necessary to conform
        to the
        applicable laws so as to be valid and enforceable or if it cannot be so amended
        without materially altering the intention of the parties, it will be enforced
        to
        the maximum extent permitted by law, and all other parts of this Agreement
        will
        remain in force.

       

      (SIGNATURE
        PAGE FOLLOWS)

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
        be
        executed in duplicate originals by its duly authorized officers or
        representatives.

      
 

       

      
        	
                IMCOR
                  PHARMACEUTICAL CO.

                 

                 

                 

                By:    /s/
                  Jack DeFranco  

                Name:    Jack
                  DeFranco

                Title:     Chief
                  Operating Officer 

              	
                SANGART,
                  INC.

                 

                 

                 

                By:     /s/
                  David Renas 

                Name:      
                  David
                  Renas

                Title:     
CFO
                  and General Counsel 

              
	 	 


      

      


       

      
        
          
          

        

        
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