Standstill and Make-Whole Agreement Sample Contracts

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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