Exhibit 10.2


 


LANDLORD
CONSENT TO ASSIGNMENT AND ASSUMPTION


 


This Consent is entered into as of the 18th
day of June, 2003 by and among EOP-INDUSTRIAL
PORTFOLIO, L.L.C., a Delaware limited liability company, a Delaware
limited partnership (“Landlord”), ALLIANCE
PHARMACEUTICAL CORP., a New York corporation (“Assignor”) and PHOTOGEN TECHNOLOGIES, INC., a Nevada
corporation (“Assignee”).


 


RECITALS:


 


A.                                   Landlord, (as
successor in interest to WHAMC Real Estate Limited Partnership, a Delaware
limited partnership) as landlord, and Assignor, as tenant, are parties to that
certain Single-Tenant Industrial Lease dated November 7, 1997 (the
“Lease”) pursuant to which Landlord has leased to Assignor certain premises
containing approximately 56,799 rentable square feet (the “Premises”)
consisting of the building located at 6175 Lusk Boulevard, San Diego,
California (the “Building”).


 


B.                                     Assignor and
Assignee have entered into that certain Lease Assignment dated June 18,
2003 (“Assignment Agreement”) attached hereto as Exhibit A whereby Assignor
assigned all of its right, title and interest in and to the Lease to Assignee.


 


C.                                     Assignor and
Assignee have requested Landlord’s consent to the Assignment Agreement and the
transaction described therein.


 


D.                                    Landlord has
agreed to give such consent upon the terms and conditions contained in this
Consent.


 


NOW,
THEREFORE, in consideration of the foregoing recitals which by this reference
are incorporated herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Landlord, Assignor and
Assignee agree and represent as follows:


 


1.                                       Assignment
Agreement.  Assignor
and Assignee hereby represent and warrant that: (a) a true, complete and
correct copy of the Assignment Agreement is attached hereto as Exhibit A; and
(b) the Assignment Agreement fully assigns all of Assignor’s right, title and
interest in the Lease to Assignee (the “Transfer”).


 


2.                                       Representations.  Assignor hereby represents and warrants that
Assignor (i) has full power and authority to assign its entire right, title and
interest in the Lease to Assignee; (ii) has not transferred or conveyed its
interest in the Lease to any person or entity, collaterally or otherwise; (iii)
has full power and authority to enter into the Assignment Agreement and this
Consent; and (iv) has assigned the entire Security Deposit, if any, as
described in the Lease, to Assignee, and Assignor has full power and authority
to do the same.  Assignee hereby represents
and warrants that Assignee has full power and authority to enter into the
Assignment Agreement and this Consent.


 


3.                                       Assumption.  Notwithstanding anything to the contrary
contained in the Assignment Agreement, Assignee, for itself and its successors
and assigns, hereby assumes and agrees to perform and be bound by all of the
covenants, agreements, provisions, conditions and obligations of the tenant
under the Lease, including but not limited to, the obligation to pay Landlord
for all adjustments of rent and other additional charges payable pursuant to
the terms of the Lease.  Nothing
contained in the Assignment


 


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Agreement
shall be deemed to amend, modify or alter in any way the terms, covenants and
conditions set forth in the Lease.


 


4.                                       No Release.  Nothing contained in the Assignment
Agreement or this Consent shall be construed as relieving or releasing the
Assignor from any of its obligations under the Lease, and it is expressly
understood that Assignor shall remain liable for such obligations
notwithstanding the subsequent assignment(s), sublease(s) or transfer(s) of the
interest of the tenant under the Lease.


 


5.                                       Review Fees.  Upon Assignor’s execution and delivery of
this Consent, Assignor shall pay to Landlord the sum of $1,250.00 in consideration
for Landlord’s review of the Assignment Agreement and preparation of this
Consent.


 


6.                                       Landlord’s
Consent.  In reliance upon the
agreements and representations contained in this Consent, Landlord hereby
consents to the Transfer.  This Consent shall
not constitute a waiver of the obligation of the tenant under the Lease to
obtain the Landlord’s consent to any subsequent assignment, sublease or other
transfer under the Lease, nor shall it constitute a wavier of any existing
defaults under the Lease.


 


7.                                       Deletion.  Assignor and Assignee hereby acknowledge and
agree that Section 2.3 of the Lease (Options to Extend) is hereby deleted
in its entirety and is of no further force or effect.


 


8.                                       Notice Address.  Any notices to assignee shall be effective when
served to Assignee at the Premises in accordance with the terms of the
Lease.  From and after the effective
date of the Assignment, notices to Assignor shall be served at the following
address: 
__________________________________________; and if no address is filled
in at the preceding blank (or if a post office box is used for the preceding
blank), then Landlord may continue to send notices to Assignor at the
address(es) provided in, and in accordance with the terms of, the Lease.


 


9.                                       Counterparts.  This Consent may be executed in counterparts
and shall constitute an agreement binding on all parties notwithstanding that
all parties are not signatories to the original or the same counterpart
provided that all parties are furnished a coy or copies thereof reflecting the
signature of all parties.


 


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IN WITNESS WHEREOF, Landlord, Assignor and
Assignee have executed this Consent on the day and year first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  EOP-INDUSTRIAL PORTFOLIO,
  L.L.C., a Delaware

  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EOP Operating Limited
  Partnership, a

  
	
   

  	
   

  	
  Delaware limited partnership,
  its sole

  
	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Equity Office Properties
  Trust, a

  
	
   

  	
  Maryland real estate
  investment trust,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  ALLIANCE PHARMACEUTICAL CORP.,
  a New York

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  PHOTOGEN TECHNOLOGIES, INC., a
  Nevada

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
											



 


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EXHIBIT A


 


COPY OF ASSIGNMENT AGREEMENT


 


[ATTACHED]


 


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LEASE ASSIGNMENT


 


Reference is made to the Lease (the “Lease”),
dated as of November 7, 1997 by and among Alliance Pharmaceutical Corp., a
New York corporation (“Assignor”) and EOP-INDUSTRIAL PORTFOLIO, L.L.C., a
Delaware limited liability company, as successor-in-interest to WHAMC REAL
ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership (the
“Assignee”).  Capitalized terms used
herein but not otherwise defined shall have the meanings described to them in
the Lease.


 


Assignor hereby assigns to Assignee all of
its right, title and interest in, to and under the Lease and the Premises
(including all of the Assignor’s right, title, and interest in and to any
prepaid rents as have been paid by Assignor pursuant to the Lease), and
Assignee hereby accepts such assignment, assumes all of Assignor’s obligations
under the Lease, agrees to be bound by all of the provisions thereof and to
perform all of the obligations of the tenant thereunder from and after the
effective date hereof.  Such assignment
and assumption is made upon, and is subject to, all of the terms, conditions
and provisions of this Assignment.


 


Assignee acknowledges it has received a copy
of the Lease and agrees to be bound by its terms.


 


This assignment shall be binding upon and
inure to the benefit of the successors and permitted assigns of Assignee.


 


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  Assignor:

  	
  ALLIANCE PHARMACEUTICAL CORP.,
  a New York

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Duane Roth

  
	
   

  	
  Title:

  	
  Chairman, Chief Executive
  Officer and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
  Assignee:

  	
  PHOTOGEN TECHNOLOGIES, INC., a
  Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Taffy J. Williams

  
	
   

  	
  Title:

  	
  President and Chief Executive
  Officer

  
							



 


 


Dated: 
June 18, 2003


 


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