X0201 4 2004-01-26 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 2004-01-26 4 S 0 13375 1.23 D 2314683 I See footnote 1 Put (right to sell) 1 2004-01-26 4 P 0 13375 D 2005-06-18 Common Stock 13375 1792944 I See footnote 1 On January 26, 2004, Xmark Fund, L.P., a Delaware limited partnership ("Xmark LP"), and Xmark Fund, Ltd., a Cayman Islands corporation ("Xmark Ltd."), sold 3,992 and 9,383 shares (collectively, the "January 26 Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of Photogen Technologies, Inc., a Nevada corporation (the "Company"), respectively. 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 and Xmark Ltd. In such capacity, XAM possesses the power to vote and direct the disposition of all securities held by Xmark LP and Xmark Ltd. Each of Xmark LP and Xmark Ltd. has the right to require the Company to purchase the shares of Common Stock currently owned by it at a per share purchase price of $1.00 on the terms and conditions set forth in that certain Going Forward Agreement, dated as of May 2, 2003 and amended on August 18, 2003 (the "Going Forward Agreement"), by and among the Company, Xmark LP and Xmark Ltd. As a result of the disposition of the Shares, the aggregate number of shares of Common Stock that Xmark LP and Xmark Ltd., collectively, have the right to require the Company to purchase has been reduced from 1,806,319 shares to 1,792,944 shares. XAM's interest in the securities reported herein is limited to its pecuniary interest in Xmark LP and Xmark Ltd., if any. In consideration for Xmark LP and Xmark Ltd. each agreeing to extend the period during which it would refrain from exercising its rights and remedies as a secured creditor of Alliance Pharmaceutical Corp. ("Alliance"), the Company granted to each of Xmark LP and Xmark Ltd. the right to put to the Company all shares of Common Stock acquired by it pursuant to that certain Standstill and Make Whole Agreement, dated as of December 30, 2002, by and among the Company, Xmark LP, Xmark Ltd., and Alliance and the Going Forward Agreement at a purchase price of $1.00 per share. /s/ Mitchell D. Kaye, Manager of Xmark Asset Management, LLC 2004-01-27