EXHIBIT 10.7
AGREEMENT
This Agreement ("Agreement") is entered into as of the 16th day of
May, 1997, by and between Photogen Technologies, Inc. (f/k/a M T Financial
Group, Inc.) ("Photogen"), and the undersigned, [_____________] and has
reference to the following facts:
RECITALS
A. The undersigned has entered into a plan and agreement of
recapitalization and merger (the "Transaction") pursuant to which, when
consummated, he will receive 4,800,000 shares of common stock of Photogen.
B. The term Photogen herein includes Photogen Technologies, Inc. and
its subsidiary Photogen, Inc. and all entities which hereafter may become a
subsidiary or affiliate of Photogen during the term of this agreement.
In consideration of the consummation of the Transaction and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned agrees as follows:
1. CONFIDENTIAL INFORMATION. (a) The undersigned will have access
to Confidential Information (defined below) that has great value to Photogen.
"Confidential Information" means any and all information that has or could have
value or utility to Company, whether or not reduced to written or other tangible
form and all copies thereof, relating to Photogen's private or proprietary
matters, confidential matters or trade secrets. Confidential Information
includes, but is not limited to, information of a technical nature, such as
research and development, methods, know-how, formulas, compositions, protocols,
processes and techniques, discoveries, machines, inventions, ideas, computer
programs (including software and data used in all such programs), drawings,
specifications, and business information concerning any products, customer and
supplier lists, production, developments, costs, purchasing, pricing, profits,
markets, sales, accounts, customers, financing, expansions, and other
information relating to Photogen's or any of its affiliates' business practices,
strategies or policies. Without limiting the generality of the foregoing, the
undersigned agrees that Confidential Information includes information about each
of the foregoing items with respect to the Patents (defined below). "Patents"
means all patents, patent applications, and patent disclosures, together with
all reissuances, continuations, continuations-in-part, revisions, extensions,
and reexaminations thereof, and all improvements and inventions related thereto,
related to or arising out of Photogen's method for improved selectivity in
photo-activation of molecular agents and Photogen's method for improved
selectivity in photo-activation and detection of molecular diagnostic agents,
including U.S. Patent Applications filed with respect thereto by Photogen on
October 30, 1996 with the U.S. Patent and Trademark Office, copies of which are
attached hereto.
(b) The undersigned agrees to hold in trust, keep confidential and
not disclose, directly or indirectly, to any third parties or make any use of
Photogen's Confidential Information for any purpose except for the benefit of
Photogen. Confidential Information which, without fault on the
part of the undersigned, becomes generally known to the public or in the
industry, or in which Photogen ceases to have a legally protectable interest,
shall cease to be subject to these restrictions. Upon the undersigned's
termination of employment (regardless of the reason for termination) or if the
undersigned ceases to be a shareholder of PTI, the undersigned shall immediately
return to Photogen all Confidential Information and any other material,
including handwritten notes, made or derived from Confidential Information,
which is in the undersigned's possession or which the undersigned delivered to
others.
2. NON-COMPETITION; NON-INTERFERENCE. During the give (5) year
period following the execution of this Agreement, the undersigned agrees not to,
directly or indirectly, (a) own, manage, control, participate in, consult with,
be employed by, render services for, or in any manner or in any capacity (except
as owner of 2% or less of stock of a publicly registered and traded entity)
engage in any Competitive Business (defined below), (b) solicit, induce or
attempt to influence any other person or entity to engage in any Competitive
Business or to curtail or cease any business or business relationship with
Photogen, its affiliates, employees or independent contractors, (c) solicit any
other employee or independent contractor to terminate his or her employment or
engagement with Photogen and engage in a Competitive Business, or (d) disparage
Photogen, its affiliates, employees, independent contractors or their services
or products. "Competitive Business" means engaging in the development, sale,
lease, marketing, financing or distribution of products or services similar to
or competitive with Photogen's products or services anywhere in the world.
3. NO AGREEMENT. Nothing contained herein in any event shall be
construed to (i) constitute a contract of employment between Photogen and the
undersigned or (ii) give any person the right to be retained in the employ of
Photogen.
4. SEVERABILITY; CHOICE OF LAW; INJUNCTION. If any provision of
this Agreement is deemed by a court of competent jurisdiction to be
unenforceable or invalid, the enforceability and validity of all other
provisions hereof shall not be affected thereby and such court shall modify the
unenforceable or invalid provision to the extent necessary to render it
enforceable and valid and such provision shall be enforced as modified. The
undersigned agrees that the time period and scope of the covenants in Sections 1
and 2 are reasonable and appropriate under the circumstances of Photogen's
business and the undersigned's unique skills. This Agreement shall be governed
and interpreted in accordance with the laws of the State of Illinois without
regard to its provisions on conflicts of law. The undersigned acknowledges that
a breach of Paragraphs 1 or 2 would cause Photogen irreparable harm.
Accordingly, in the event of a breach or threatened breach by the undersigned of
any of the provisions of Paragraphs 1 and 2, the undersigned agrees that
Photogen shall be entitled to injunctive relief restraining the undersigned and
any individual or entity from participating in such breach or threatened breach
and the undersigned waives any provision of law requiring Photogen to post a
bond for any such injunctive relief. Nothing herein shall be construed as
prohibiting Photogen from pursuing any other remedies available at law or in
equity for such breach or threatened breach.
5. MISCELLANEOUS. This Agreement may not be amended or modified
except by a written instrument signed by both parties after the date of this
Agreement. This Agreement may be assigned by Photogen and shall inure to the
benefit of Photogen, its successors and assigns, but may not be assigned or
delegated by the undersigned. This Agreement supersedes all prior agreements,
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negotiations and representations, written or oral, between the parties with
respect to the subject matter contained herein. Any waiver of any breach of, or
failure to enforce, any of the provisions of this Agreement shall not operate as
a waiver of any other breach or waiver of performance of such provisions or any
other provisions the Recitals of facts are incorporated herein and made a part
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
PHOTOGEN TECHNOLOGIES, INC.
By:
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Its: PRESIDENT
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