X0201 3/A 2003-08-15 2003-08-15 0 0000761237 PHOTOGEN TECHNOLOGIES INC PHGNE 0001262294 FLEMING JONATHAN 222 BERKELEY STREET BOSTON MA 02116 1 0 1 0 Common Stock 6481482 I See Footnote Revolving Convertible Senior Secured Promissory Notes 0 Common stock 0 I See Footnote On November 12, 2002, Oxford Bioscience Partners IV L.P. ("Oxford") acquired 5,500,369 (post-reverse split) shares of Photogen Technologies, Inc. common stock at $1.08 (post-reverse split) per share and MRNA Fund II L.P. ("MRNA") acquired 55,187 (post-reverse split) shares of Photogen common stock at $1.08 (post-reverse split) per share. On December 30, 2003 Oxford acquired 916,728 shares of Photogen Technologies, Inc. common stock at $1.08 per share and MRNA acquired 9,198 shares of Photogen Technologies, Inc. common stock at $1.08 per share. Mr. Fleming is the general partner of OBP Management IV L.P. which is the general partner of Oxford and MRNA. Under SEC rules, Mr. Fleming may be deemed to beneficially own the shares of MRNA and Oxford. Mr. Fleming disclaims beneficial ownership of Oxford's and MRNA's shares for all other purposes. Photogen Technologies, Inc. has executed secured promissory notes for the benefit of Oxford in the aggregate principal amount of $3,623,643 and for the benefit of MRNA in the aggregate principal amount of $36,357 (collectively, the "Notes"). The outstanding principal and interest under the Notes are convertible into shares of Photogen Technologies, Inc.'s common stock simultaneously with the closing of a qualified equity financing at the same price and on the same terms as securities are sold to investors in such qualified equity financing. Under SEC rules, Mr. Fleming may be deemed to beneficially own the shares of MRNA and Oxford upon conversion of the Notes into shares of Photogen Technologies Inc. common stock. Mr. Fleming disclaims beneficial ownership of Oxford's and MRNA's shares for all other purposes. On August 15, 2003, Photogen Technologies, Inc.'s Board of Directors appointed Mr. Fleming to the Board. Mr. Fleming is the general partner of OBP Management IV L.P., the general partner of Oxford Bioscience Partners IV L.P. and MRNA Fund II L.P. /s/ Jonathan Fleming 2003-09-16