X0201 4 2004-04-20 1 0000761237 IMCOR PHARMACEUTICAL CO ICPHC 0001118481 XMARK ASSET MANAGEMENT LLC 152 W 57TH STREET, 21ST FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock, par value $0.001 per share 2004-04-20 4 S 0 11300 0.9174 D 2133728 I See footnote 1 Put (right to sell) 1.00 2004-04-20 4 P 0 11300 D 2005-06-18 Common Stock 11300 1611989 I See footnote 1 On April 20, 2004, Xmark Fund, L.P., a Delaware limited partnership ("Xmark LP"), and Xmark Fund, Ltd., a Cayman Islands corporation ("Xmark Ltd."), respectively, sold 3,373 and 7,927 shares (collectively, the "April 20 Shares") of Common Stock, par value $0.001 per share (the "Common Stock"), of IMCOR Pharmaceutical Co., a Nevada corporation formerly known as Photogen Technologies, Inc. (the "Company"). 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. XAM is also the investment manager for Brown Simpson Partners I Ltd. ("BSP"). BSP owns 521,739 shares of Common Stock. 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, at a purchase price of $1.00 per share, all shares of Common Stock acquired by it pursuant to (i) 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 (ii) that certain Going Forward Agreement, dated as of May 2, 2003 and amended on August 18, 2003 and on March 25, 2004, by and among the Company, Xmark LP and Xmark Ltd (the "Going Forward Agreement"). Each of Xmark LP and Xmark Ltd. presently 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 the Going Forward Agreement. As a result of the disposition of the April 15 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 1,623,289 shares to 1,611,989 shares. XAM's interest in the securities reported herein, and in all prior filings with respect to the Company, is limited to its pecuniary interest in Xmark LP, Xmark Ltd., and BSP, if any. /s/ Mitchell D. Kaye, Manager of Xmark Asset Management, LLC 2004-04-21