EX-99.1 2 v014766_ex99-1.htm Unassociated Document
Exhibit 99.1

THE VOTING, DRAG-ALONG AND RIGHT OF FIRST REFUSAL AGREEMENT
 
TERMINATION APPROVAL
 
This TERMINATION APPROVAL is entered into as of February 1, 2005.
 
(1)  
On November 12, 2002, the “Venture Stockholders” (i.e., Oxford BioScience Partners IV L.P. (“Oxford”), Mi3 L.P. (“Mi3”) and MRNA Fund II L.P. (“MRNA”)) and the “Chicago Stockholders” (i.e., Robert J. Weinstein, M.D. (individually and as Director of the Robert and Lois Weinstein Family Foundation, Inc., the Trustee of the Robert and Lois Weinstein Joint Revocable Trust (“Weinstein”), Stuart Levine (individually and as Trustee of the Theodore Tannebaum Trust (“Levine”), and the Tannebaum, LLC (“TLLC”)) of IMCOR Pharmaceutical Co. (f/k/a “Photogen Technologies, Inc., the “Company”) entered into a Voting, Drag-Along and Right of First Refusal Agreement (the “Voting Agreement”).
 
(2)  
Section 5.10 of the Voting Agreement provides that it may be modified or amended in any respect upon the written approval of the holders of 90% of the shares held by the parties thereto, and as so modified or amended, the Voting Agreement shall continue to bind all Stockholders whether they consented to such modification or amendment.
 
(3)  
As of November 26, 2004, the Venture and Chicago Stockholders to the Voting Agreement beneficially owned the following shares of the Company:
 
Oxford*
   
46,484,770
 
MI3
   
2,904,098
 
Weinstein
   
1,314,663
 
Levine
   
1,277,386
 
TLLC
   
2,344,957
 
Total
   
54,325,874
 
 
*Includes MRNA
 
       
 
(4)  
The parties to the Voting Agreement (or the beneficial holders of at least 90% of the stockholders who are parties to the Voting Agreement) no longer desire to maintain or continue the Voting Agreement and therefore upon their written approval set for the below, elect to terminate the Voting Agreement.
 
 
[Signature Page Follows]
 

 


IN WITNESS WHEREOF, the parties hereto have executed their written approval to the Termination of the Voting Agreement as of the date first written above. Termination of the Voting Agreement as of the date first written above.
 
   /s/ Robert J. Weinstein                                                   
Robert J. Weinstein, M.D., individually and as Director of the Robert and Lois Weinstein Family Foundation, Inc.,
and as Trustee of the Robert and Lois Weinstein Joint Revocable Trust
     
 
 /s/ Stuart Levine                                                        
Stuart Levine, individually and as General Partner of SL Investment Enterprises, L.P. and
as President of the Stuart and Sherri Levine Family Foundation, Inc.
   
  Tannebaum, LLC
    By: Tannebaum Ventures, LLC, Its Sole Manager
     
    By: /s/ Louis Williams                               
    Louis D. Williams, Its Sole Manager   
     
  Mi3 L.P.
    By: Mi3 Services L.L.C., Its General Partner
     
    By: /s/ William McPhee                               
    William D. McPhee, President   
 
  Oxford Bioscience Partners IV L.P. 
    By: OBP Management IV L.P.
        
    By: /s/ Jonathan Fleming                         
    Jonathan J. Fleming, General Partner