0001104659-03-006516 Sample Contracts

CONVERTIBLE SECURED NOTE PURCHASE AGREEMENT
Convertible Secured Note Purchase Agreement • April 15th, 2003 • Photogen Technologies Inc • Pharmaceutical preparations • New York

THIS AGREEMENT (this “Agreement”) is made as of October 4, 2002, by and among ALLIANCE PHARMACEUTICAL CORP., a New York corporation (the “Company”) and the Holders signatory hereto (each a “Holder” and, collectively, the “Holders”).

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STANDSTILL AND MAKE-WHOLE AGREEMENT
Standstill and Make-Whole Agreement • April 15th, 2003 • Photogen Technologies Inc • Pharmaceutical preparations • New York

This AGREEMENT is entered into as of December 30, 2002 by and between Xmark Fund, L.P. and Xmark Fund, Ltd. (collectively, “Xmark”), Alliance Pharmaceutical Corp., a New York corporation (“Alliance”), and Photogen Technologies, Inc., a Nevada corporation (“Photogen”).

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AMENDMENT TO THE 8% CONVERTIBLE SECURED NOTE PURCHASE AGREEMENT, 8% CONVERTIBLE SECURED NOTES AND RELATED SECURITY AGREEMENTS
Intercreditor Agreement • April 15th, 2003 • Photogen Technologies Inc • Pharmaceutical preparations
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2003 • Photogen Technologies Inc • Pharmaceutical preparations • Massachusetts

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”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 15th, 2003 • Photogen Technologies Inc • Pharmaceutical preparations • Nevada

This Agreement is entered into as of this day of , by and between Photogen Technologies, Inc. a Nevada corporation (the “Company”), and (“Indemnitee”).

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PHOTOGEN TECHNOLOGIES, INC. and BROADMARK CAPITAL, LLC
Warrant Agreement • April 15th, 2003 • Photogen Technologies Inc • Pharmaceutical preparations • Nevada

WARRANT AGREEMENT dated as of November 12, 2002, between PHOTOGEN TECHNOLOGIES, INC. , a Nevada corporation (the “Company”), and BROADMARK CAPITAL, LLC, a Washington limited liability company (“Holder”).

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