X0201 3 2003-06-18 0 0000761237 PHOTOGEN TECHNOLOGIES INC PHGN 0001118481 XMARK ASSET MANAGEMENT LLC 152 W 57TH STREET, 21ST FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock, par value $0.01 per share 2339133 I See footnotes 1 through 6 Put (right to sell) 2005-06-18 Common Stock, par value $0.01 per share 1817394 I See footnotes 1 through 6 Xmark Fund, L.P., a Delaware limited partnership ("Xmark LP"), is the holder of an aggregate of 542,499 shares (the "Xmark LP Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of Photogen Technologies, Inc., a Nevada corporation (the "Company"), as of June 18, 2003. Xmark LP acquired the Xmark LP Shares from the Company on the following dates and pursuant to the following agreements: (i) on January 6, 2003, Xmark LP acquired 65,600 shares of Common Stock pursuant to that certain Standstill and Make Whole Agreement, dated as of December 30, 2002 (the "Standstill Agreement"), by and among the Company, Xmark LP, Xmark Ltd. (as defined below), and Alliance Pharmaceutical Corp. ("Alliance"); (ii) on January 27, 2003, Xmark LP acquired 65,600 shares of Common Stock pursuant to the Standstill Agreement; (iii) on March 21, 2003, Xmark LP acquired 92,680 shares of Common Stock pursuant to the Standstill Agreement; (iv) on June 1, 2003, Xmark LP acquired 3,360 shares of Common Stock pursuant to that certain Going Forward Agreement, dated as of May 2, 2003 and amended on August 18, 2003 (the "Xmark Going Forward Agreement"), by and among the Company, Xmark LP and Xmark Ltd.; and (v) on June 18, 2003, Xmark LP acquired 315,259 shares of Common Stock pursuant to the Xmark Going Forward Agreement. The Xmark LP Shares had an ascribed per share value of $1.00. The Xmark LP Shares were issued to Xmark LP: (i) in consideration for Xmark LP agreeing to refrain from exercising its rights and remedies as a secured creditor of Alliance; (ii) as payment for the outstanding interest due and owing to Xmark LP by Alliance as of June 18, 2003; and (iii) as payment for the outstanding amounts due and owing to Xmark LP as a result of the Company's failure to timely register the shares of Common Stock owned by Xmark LP. Xmark Fund, Ltd., a Cayman Islands corporation ("Xmark Ltd."), is the holder of an aggregate of 1,274,895 shares (the "Xmark Ltd. Shares") of Common Stock as of June 18, 2003. Xmark Ltd. acquired the Xmark Ltd. Shares from the Company on the following dates and pursuant to the following agreements: (i) on January 6, 2003, Xmark Ltd. acquired 184,400 shares of Common Stock pursuant to the Standstill Agreement; (ii) on January 27, 2003, Xmark Ltd. acquired 184,400 shares of Common Stock pursuant to the Standstill Agreement; (iii) on March 21, 2003, Xmark Ltd. acquired 157,320 shares of Common Stock pursuant to the Standstill Agreement; (iv) on June 1, 2003, Xmark Ltd. acquired 7,890 shares of Common Stock pursuant to the Xmark Going Forward Agreement; and (v) on June 18, 2003, Xmark Ltd. acquired 740,885 shares of Common Stock pursuant to the Xmark Going Forward Agreement. The Xmark Ltd. Shares had an ascribed per share value of $1.00. The Xmark Ltd. Shares were issued to Xmark Ltd.: (i) in consideration for Xmark Ltd. agreeing to refrain from exercising its rights and remedies as a secured creditor of Alliance; (ii) as payment for the outstanding interest due and owing to Xmark Ltd. by Alliance as of June 18, 2003; and (iii) as payment for the outstanding amounts due and owing to Xmark Ltd. as a result of the Company's failure to timely register the shares of Common Stock owned by Xmark Ltd. Brown Simpson Partners I, Ltd., a Cayman Islands corporation ("BSP"), is the holder of an aggregate of 521,739 shares (the "BSP Shares") of Common Stock as of June 18, 2003. BSP acquired the BSP Shares from the Company on June 18, 2003 pursuant to that certain Going Forward Agreement, dated as of May 2, 2003, by and among the Company, Alliance and BSP. The BSP Shares had an ascribed per share value of $2.30, which was the effective price per share at which shares of Common Stock were issued in connection with the Company's acquisition of certain of the assets (the "Alliance Acquisition") of Alliance. The BSP Shares were issued to BSP in connection with the Alliance Acquisition in consideration for, among other things, BSP's conversion of the outstanding indebtedness due and owing to it by Alliance into shares of Alliance's common stock. The reporting person is Xmark Asset Management, LLC ("XAM"), a New York limited liability company, which is the investment manager for each of Xmark LP, Xmark Ltd. and BSP. In such capacity, XAM possesses the power to vote and direct the disposition of all securities held by Xmark LP, Xmark Ltd. and BSP including, without limitation, the Xmark LP Shares, the Xmark Ltd. Shares and the BSP Shares. Thus, as of June 18, 2003, for the purposes of Reg. Section 240.13d-3, XAM may be deemed to beneficially own 2,339,133 shares of Common Stock, or 13.67% of the Common Stock issued and outstanding as of that date. XAM's interest in the securities reported herein is limited to its pecuniary interest in Xmark LP, Xmark Ltd. and BSP, if any. Xmark LP and Xmark Ltd. have the right to require the Company to purchase the Xmark LP Shares, the Xmark Ltd. Shares and any other shares acquired by them pursuant to the Xmark Going Forward Agreement at a per share purchase price of $1.00 and on the other terms and conditions set forth in the Xmark Going Forward Agreement. The right of Xmark LP and Xmark Ltd. to require the Company to purchase its shares of Common Stock pursuant to the Xmark Going Forward Agreement is exercisable (i) in four equal quarterly installments commencing on September 16, 2003 or (ii) in full on the earlier to occur of (A) July 18, 2004 or (B) the completion of one or more institutional financings resulting in aggregate gross proceeds to the Company of at least $20,000,000. /s/ Mitchell D. Kaye, Manager of Xmark Asset Management, LLC 2004-01-14