EXHIBIT 10.11 January 4, 2005 LICENSE AGREEMENT This Agreement is between ImaRx Therapeutics, a corporation of the Stateof Delaware, having a principal place of business at 1635 E. 18th St., Tucson,AZ 85718 (hereinafter referred to as “IMARX”) and Dr. med. Reinhard Schlief,(hereinafter “DR. SCHLIEF”), having an address at Neue Strasse 21, 14163 Berlin,Germany. WITNESSETH: WHEREAS, DR. SCHLIEF owns certain intellectual property; and WHEREAS, IMARX is desirous of obtaining a license under the intellectualproperty and wishes to acquire a license in order to utilize or otherwisecommercialize the intellectual property; and NOW, THEREFORE, in consideration of the premises and the mutual promisesand covenants hereinafter set forth, the parties hereby agree as follows ARTICLE 1 – DEFINITIONS 1.1 “PATENT RIGHTS” shall mean the U.S. patent 5,380,411, and assigned toDR. SCHLIEF, entitled “Ultrasound or Shock Wave Work Process and Preparation forCarrying Out Same” and the invention disclosed and claimed therein, and allcontinuations, divisions, and reissues based thereof, and any correspondingforeign patent applications (including Japan and EU countries), and any patents,patents of addition, or other equivalent foreign patent rights issuing, grantedor registered thereon. 1.2 “LICENSED PRODUCT(S)” shall mean products or services using a methodcovered by a VALID CLAIM, on a country-by-country basis, that if made, used,sold, imported or offered for sale would constitute, but for the license grantedto IMARX pursuant to this Agreement, an infringement of a VALID CLAIM(infringement shall include, but is not limited to, direct, contributory, orinducement to infringe). 2 January 4, 2005 1.3 “NET SALES” shall mean gross sales revenues received by IMARX,AFFILIATED COMPANY and IMARX’s sublicensees from the sale of LICENSED PRODUCT(S)less trade discounts allowed, refunds, returns and recalls, and sales taxes. Inthe event that IMARX, AFFILIATED COMPANY or IMARX’s sublicensee sells a LICENSEDPRODUCT(S) in combination with other ingredients or substances or as part of akit, the NET SALES for purposes of royalty payments shall be based on calculatedas follows: (a) If all LICENSED PRODUCTS and Other Items contained in the combination are available separately, the NET SALES for purposes of royalty payments will be calculated by multiplying the NET SALES of the combination by the fraction A/A+B, where A is the separately available price of all LICENSED PRODUCTS in the combination, and B is the separately available price for all Other Items in the combination. (b) If the combination includes Other Items which are not sold separately (but all LICENSED PRODUCTS contained in the combination are available separately), the NET SALES for purposes of royalty payments will be calculated by multiplying the NET SALES of the combination by A/C, where A is as defined above and C is the invoiced price of the combination. (c) If the LICENSED PRODUCTS contained in the combination are not sold separately, the NET SALES for such combination shall be NET SALES of such combination as defined in the first sentence of this Paragraph 1.3. However, the parties agree to negotiate a reduction in the royalty rate to reflect the fair value that the LICENSED PRODUCT attributed to the overall product sold, but in no event shall the royalty rates be reduced by greater than fifty percent (50%).The term “Other Items” does not include solvents, diluents, carriers,excipients, buffers or the like used in formulating a product. 1.4 “VALID CLAIM” shall mean a claim of an issued patent in PATENT RIGHTSwhich has not lapsed or become abandoned or been declared invalid orunenforceable by a court of competent jurisdiction or an administrative agencyfrom which no appeal can be or is taken. 1.5 “LICENSED FIELD” shall mean all fields. 1.6 “AFFILIATED COMPANY” or “AFFILIATED COMPANIES” shall mean anycorporation, company, partnership, joint venture or other entity which controls,is controlled by or is under common control with IMARX. For purposes of thisParagraph 1.6, control shall mean the 3 January 4, 2005direct or indirect ownership of at least fifty percent (50%). 1.7 “EXCLUSIVE LICENSE” shall mean a grant by DR. SCHLIEF to IMARX of itsentire right and interest in the PATENT RIGHTS. 1.8 “EFFECTIVE DATE” of this License Agreement shall mean the date thelast party hereto has executed this Agreement. ARTICLE 2 – GRANTS 2.1 Subject to the terms and conditions of this Agreement, DR. SCHLIEFhereby grants to IMARX an EXCLUSIVE LICENSE to make, have made, use, sell andhave sold the LICENSED PRODUCT(S) in the United States and worldwide under thePATENT RIGHTS in the LICENSED FIELD. 2.2 IMARX may sublicense others under this Agreement and any sublicense shall be consistent with the terms of this Agreement. 2.3 If for any reason other than being sold to another company IMARX ceases to exist, then patent rights shall return to DR. SCHLIEF. In the event that IMARX is sold to another company, the rights and responsibilities assigned to IMARX in this Agreement will be transferred to the company. ARTICLE 3 – PATENT INFRINGEMENT 3.1 Each party will notify the other promptly in writing when anyinfringement by another is uncovered or suspected. 3.2 IMARX shall have the right to enforce any patent within PATENT RIGHTSin the LICENSED FIELD against any infringement or alleged infringement thereof,and shall keep DR. SCHLIEF informed as to the status thereof. IMARX may, in itssole judgment and at its own expense, institute suit against any such infringeror alleged infringer and control, settle, and defend 4 January 4, 2005such suit in a manner consistent with the terms and provisions hereof andrecover, for its account, any damages, awards or settlements resultingtherefrom. 3.3 If IMARX elects not to enforce any patent within the PATENT RIGHTS,then it shall so notify DR. SCHLIEF in writing within six (6) months ofreceiving notice that an infringement exists, and DR. SCHLIEF may, in his solejudgment and at its own expense, take steps to enforce any patent and control,settle, and defend such suit in a manner consistent with the terms andprovisions hereof, and recover, for his own account, any damages, awards orsettlements resulting therefrom. ARTICLE 4 – PAYMENTS, ROYALTY AND EQUITY 4.1 IMARX will reimburse DR. SCHLIEF for certain past out-of-pocket costsassociated with PATENT RIGHTS including but not limited to maintenance fees andpatent transfer fees up to the amount of $15,000.00 US Dollars. IMARX shallreimburse DR. SCHLIEF within thirty (30) days of receipt of invoice from DR.SCHLIEF. Such invoice shall provide copies of documentation from patentattorney’s and patent offices or other acceptable documentation detailing theout-of-pocket patent costs incurred by DR. SCHLIEF. IMARX shall also reimbursefuture incurred expenses as detailed in Paragraph 5.1. 4.2 In partial consideration for the license granted herein, IMARX grantsDR.SCHLEIF warrants to purchase 20,000 shares of IMARX common stock pursuant tothe COMMON STOCK WARRANT attached as Exhibit A. 4.3 IMARX shall pay to DR. SCHLIEF, as a running royalty, for eachLICENSED PRODUCT sold by IMARX or AFFILIATED COMPANIES, two percent (2%) of NETSALES for the term of this Agreement. Should IMARX be required to pay runningroyalties on any patent rights not licensed hereunder (“Other Royalties”) inorder to make, use or sell a particular LICENSED PRODUCT, IMARX shall beentitled to credit half (50%) of such Other Royalties against the runningroyalty due, provided that the running royalties shall not be reduced belowfifty percent (50%) of those that would otherwise be due DR. SCHLIEF for thatLICENSED PRODUCT. Such payments shall be made twice per year as provided in Paragraph 4.5. 5 January 4, 2005 4.4 In the event IMARX grants a sublicense of rights to a third partyunder this Agreement, IMARX shall pay DR. SCHLIEF three percent (3%) of anymilestone payments or running royalties received by IMARX, for sublicensingPATENT RIGHTS. Research support to fund development of a LICENSED PRODUCT,patent cost or other out-of-pocket reimbursements or equity investments made atfair market value are excluded, however DR. SCHLIEF shall receive three percent(3%) of the excess above fair market value of any equity investments. If anyOther Rights (Other Rights are rights other than PATENT RIGHTS that are owned orcontrolled by IMARX) are conveyed under a sublicense, the percentage owed to DR.SCHLIEF shall be based upon the value of the contribution of PATENT RIGHTS tothe overall value of all rights being sublicensed to the third party. Thedetermination of value of right shall be made by an independent agent ofnational stature who is mutually agreeable to both parties and the costs of suchvaluation shall be borne equally between IMARX and DR. SCHLIEF. 4.5 IMARX shall provide to DR. SCHLIEF within sixty (60) days of the endof each June after the a first commercial sale of a LICENSED PRODUCT, a writtenreport of the amount of LICENSED PRODUCTS sold, the total NET SALES of eachLICENSED PRODUCTS, and the running royalties due to DR. SCHLIEF as a result ofNET SALES by IMARX, AFFILIATED COMPANIES and sublicensees thereof. Payment ofany such royalties due shall accompany such report. 4.6 IMARX shall make and retain, for a period of three (3) years followingthe period of each report required by Paragraph 4.5, true and accurate records,files and books of account containing all the data reasonably required for thefull computation and verification of sales and other information required inParagraph 4.5. Such books and records shall be in accordance with generallyaccepted accounting principles consistently applied. IMARX shall permit theinspection and copying of such records, files and books of account by anindependent accountant of nationally recognized stature selected by DR. SCHLIEFand acceptable to IMARX. Such inspection shall be during regular business hoursand upon ten (10) business days’ written notice to IMARX. Such inspection shallnot be made more than once each calendar year. All costs of such inspection andcopying shall be paid by DR. SCHLIEF, provided that if any such inspection shallreveal that an error has been made in the amount equal to ten percent (10%) ormore of such payment, such costs shall be borne by IMARX. IMARX shall include inany agreement with its AFFILIATED COMPANIES or its sublicensees which permitssuch party to make, use or sell the LICENSED PRODUCT(S) a 6 January 4, 2005provision requiring such party to retain records of sales of LICENSED PRODUCT(S)and other information as required in Paragraph 4.5 and permit DR. SCHLIEF’sagents to inspect such records as required by this Paragraph 4.6. 4.7 All payments under this Agreement shall be made in U.S. Dollars. ARTICLE 5 – PATENT RIGHTS AND CONFIDENTIAL INFORMATION 5.1 DR. SCHLIEF shall notify IMARX of any patent related costs due atleast thirty (30) days prior to any payment being due. IMARX shall promptlynotify DR. SCHIEF in writing of its desire to maintain such patent (AuthorizedExpense) and shall reimburse DR. SCHLIEF upon receipt of an invoice for suchapproved expense. Title to all such patents shall reside in DR. SCHLIEF. In anycountry where IMARX elects not to pay expenses associated with maintaining apatent, DR.SCHLIEF may maintain such patent at his own expense and for his ownexclusive benefit and IMARX thereafter shall not be licensed under, or owemonies for, such patent right. 5.2 IMARX agrees that all packaging containing individual LICENSEDPRODUCT(S) sold by IMARX, AFFILIATED COMPANIES and sublicensees of IMARX will bemarked with the number of the applicable patent(s) licensed hereunder inaccordance with each country’s patent laws. 5.3 If necessary, the parties will exchange information which theyconsider to be confidential. The recipient of such information agrees to acceptthe disclosure of said information which is marked as confidential at the timeit is sent to the recipient, and to employ all reasonable efforts to maintainthe information secret and confidential, such efforts to be no less than thedegree of care employed by the recipient to preserve and safeguard its ownconfidential information. The information shall not be disclosed or revealed toanyone except employees of the recipient who have a need to know the informationand who have entered into a secrecy agreement with the recipient under whichsuch employees are required to maintain confidential the proprietary informationof the recipient and such employees shall be advised by the recipient of theconfidential nature of the information and that the information shall be treatedaccordingly. The recipient’s obligations under this Paragraph 5.3 shall notextend to any part of the information: a. that can be demonstrated to have been in the public domain or publicly known and 7 January 4, 2005 readily available to the trade or the public prior to the date of the disclosure; or b. that can be demonstrated, from written records to have been in the recipient’s possession or readily available to the recipient from another source not under obligation of secrecy to the disclosing party prior to the disclosure; or c. that becomes part of the public domain or publicly known by publication or otherwise, not due to any unauthorized act by the recipient; or d. that is demonstrated from written records to have been developed by or for the receiving party without reference to confidential information disclosed by the disclosing party. e. that is required to be disclosed by law, government regulation or court order.The obligations of this Paragraph 5.3 shall also apply to AFFILIATED COMPANIESand/or sublicensees provided such information by IMARX. DR. SCHLIEF, theIMARX’s, AFFILIATED COMPANIES, and sublicensees’ obligations under thisParagraph 5.3 shall extend until five (5) years after the termination of thisAgreement. ARTICLE 6 – TERM AND TERMINATION 6.1 This Agreement shall expire in each country on the date of expirationof the last to expire patent included within PATENT RIGHTS in that country. 6.2 Upon breach or default of any of the terms and conditions of thisAgreement, the defaulting party shall be given written notice of such default inwriting and a period of sixty (60) days after receipt of such notice to correctthe default or breach. If the default or breach is not corrected within saidsixty (60) day period, the party not in default shall have the right toterminate this Agreement. 6.3 IMARX may terminate this Agreement and the license granted herein, forany reason, upon giving DR. SCHLIEF sixty (60) days written notice. 8 January 4, 2005 6.4 Termination shall not affect DR. SCHLIEF’s right to recover unpaidroyalties or fees or reimbursement for Authorized Expense incurred pursuant toParagraph 5.1 prior to termination. Upon termination all rights in and to thelicensed technology shall revert to DR. SCHLIEF at no cost to ImaRx. ARTICLE 7 – MISCELLANEOUS7.1 All notices pertaining to this Agreement shall be (a) delivered in person,or (b) mailed certified mail return receipt requested, or (c) faxed to otherparty if the sender has evidence of successful transmission and if the senderpromptly sends the original by ordinary mail, in any event to the followingaddresses:FOR IMARX: Jean Carlyle CFO ImaRx Therapeutics Inc. 1635 E. 18th Street Tucson, Arizona 85719FOR DR. SCHLIEF: Dr. med. Reinhard Schlief Neue Strasse 21 14163 Berlin Germany 7.2 All written royalty and other payments, and any other relatedcorrespondence shall be in writing and sent to:FOR DR. SCHLIEF: Dr. med. Reinhard Schlief Neue Strasse 21 14163 Berlin Germanyor such other addressee which DR. SCHLIEF may designate in writing from time totime. Checks are to be made payable to “Dr. med. Reinhard Schlief”. Wiretransfers may be made through: 9 January 4, 2005 7.3 This Agreement is binding upon and shall inure to the benefit of DR.SCHLIEF, his successors and assignees and shall not be assignable to anotherparty without the written consent of DR. SCHLIEF, which consent shall not beunreasonably withheld, except that IMARX shall have the right to assign thisAgreement to another party without the consent of DR. SCHLIEF in the case of thesale or transfer by IMARX of all, or substantially all, of its assets relatingto the LICENSED PRODUCT to that party. 7.4 In the event that any one or more of the provisions of this Agreementshould for any reason be held by any court or authority having jurisdiction overthis Agreement, or over any of the parties hereto to be invalid, illegal orunenforceable, such provision or provisions shall be reformed to approximate asnearly as possible the intent of the parties, and if unreformable, shall bedivisible and deleted in such jurisdictions; elsewhere, this Agreement shall notbe affected. 7.5 The construction, performance, and execution of this Agreement shallbe governed by the laws of the State of Arizona. Any disputes between theparties to the Agreement shall be brought in the state or federal courts ofArizona. 7.6 DR. SCHLIEF warrants that he has good and marketable title to theinventions claimed under PATENT RIGHTS. DR. SCHLIEF does not warrant thevalidity of any patents or that practice under such patents shall be free ofinfringement. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH 7.6, IMARX,AFFILIATED COMPANIES AND SUBLICENSEES AGREE THAT THE PATENT RIGHTS ARE PROVIDED”AS IS”, AND THAT DR. SCHLIEF MAKES NO REPRESENTATION OR WARRANTY WITH RESPECTTO THE PERFORMANCE OF LICENSED PRODUCT(S) INCLUDING THEIR SAFETY, EFFECTIVENESS,OR COMMERCIAL VIABILITY. DR. SCHLIEF DISCLAIMS ALL WARRANTIES WITH REGARD TOPRODUCT(S) UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES,EXPRESS OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, DR. SCHLIEF ADDITIONALLYDISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF DR. SCHLIEF, FORDAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, ANDCONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IFDR. SCHLIEF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS),ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, OR 10 January 4, 2005SALE OF THE PRODUCT(S) UNDER THIS AGREEMENT. IMARX, AFFILIATED COMPANIES ANDSUBLICENSEES ASSUME ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSEDBY A LICENSED PRODUCT AS DEFINED IN THIS AGREEMENT MANUFACTURED, USED, OR SOLDBY IMARX, ITS SUBLICENSEES AND AFFILIATED COMPANIES. 7.7 DR. SCHLIEF will not, under the provisions of this Agreement orotherwise, have control over the manner in which IMARX or its AFFILIATEDCOMPANIES or its sublicensees or those operating for its account or thirdparties who purchase LICENSED PRODUCT(S) from any of the foregoing entities,practice the inventions of LICENSED PRODUCT(S). Practice of the inventionscovered by LICENSED PRODUCT(S), by an AFFILIATED COMPANY or an agent or asublicensee or a third party on behalf of or for the account of IMARX or by athird party who purchases LICENSED PRODUCT(S) from the IMARX, shall beconsidered the Company’s practice of said inventions for purposes of thisParagraph 7.7. 7.8 Prior to initial human testing or first commercial sale of anyLICENSED PRODUCT in any particular country, IMARX shall establish and maintain,in each country in which IMARX, an AFFILIATED COMPANY or sublicensee shall testor sell LICENSED PRODUCT(S), product liability or other appropriate insurancecoverage appropriate to the risks involved in marketing LICENSED PRODUCT(S) andwill upon request present evidence to DR. SCHLIEF that such coverage is beingmaintained. 7.9 This Agreement constitutes the entire understanding between theparties with respect to the obligations of the parties with respect to thesubject matter hereof, and supersedes and replaces all prior agreements,understandings, writings, and discussions between the parties relating to saidsubject matter. 7.10 This Agreement may be amended and any of its terms or conditions maybe waived only by a written instrument executed by the authorized officials ofthe parties or, in the case of a waiver, by the party waiving compliance. Thefailure of either party at any time or times to require performance of anyprovision hereof shall in no manner affect its right at a later time to enforcethe same. No waiver by either party of any condition or term in any one or moreinstances shall be construed as a further or continuing waiver of such conditionor term or of any other condition or term. 7.13 This Agreement shall be binding upon and inure to the benefit of andbe enforceable 11 January 4, 2005by the parties hereto and their respective successors and permitted assigns. 7.14 Upon termination of this Agreement for any reason, Paragraphs 5.3,6.4, 7.6, and 7.7 shall survive termination of this Agreement. IN WITNESS WHEREOF the respective parties hereto have executed thisAgreement by their duly authorized officers on the date appearing below theirsignatures.IMARX THERAPEUTICS, INC. DR. SCHLIEFBy /s/ Evan Unger By /s/ Reinhard Schlief ——————————— ————————- Evan Unger, M.D., President & CEO Dr. med. Reinhard SchliefDate: 1-4-05 Date 1-6-05 EXHIBIT A WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISEHEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, ASAMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND ANY OF SUCHSHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISETRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SAID ACTS AND ALL OTHERAPPLICABLE SECURITIES LAWS UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF IMARX THERAPEUTICS, INC. Date of Issuance: January 4, 2005 THIS CERTIFIES that, for value received, Dr. med. Reinhard Schlief (the”Holder”) is entitled to purchase, subject to the provisions of this warrant,from IMARX THERAPEUTICS, INC., a Delaware corporation (the “Company”), at theExercise Price described in Section 2.2, shares of the $0.0001 par value CommonStock of the Company as adjusted in accordance with the provisions hereof. Thiswarrant is hereinafter referred to as the “Warrant,” and the shares of CommonStock issuable pursuant to the terms hereof are hereinafter sometimes referredto as “Warrant Shares.” This Warrant entitles the Holder to purchase, effective from the datehereof until January 4, 2010 (the “Expiration Date”), Twenty Thousand (20,000)shares of Common Stock. This Warrant shall be exercisable in whole or in part,and at any time, or from time to time, on or before the Expiration Date. ARTICLE I CERTAIN DEFINITIONS For all purposes of this Warrant, unless the context otherwiserequires, the following terms shall have the following respective meanings: “Act”: the federal Securities Act of 1933, as amended, or any similarfederal statute, and the rules and regulations of the Commission promulgatedthereunder, all as the same shall be in effect at the time. “CASHLESS EXERCISE”: an exercise of Warrants in which, in lieu ofpayment of the Exercise Price, the Holder elects to receive a lesser number ofshares of Common Stock such that the value of the Common Stock that the Holderwould otherwise have been entitled to receive but has agreed not to receive, asdetermined by the average of the closing prices of such shares over the thirty(30) day period ending three (3) days prior to the date of exercise, is equal tothe Exercise Price with respect to such exercise. A Holder may only elect aCashless Exercise if the Common Stock issuable by the Company on such exerciseis publicly traded. “COMMON STOCK”: the Company’s authorized Common Stock of $0.0001 parvalue per share, as such class existed on the date of this Warrant. “COMMISSION”: the United States Securities and Exchange Commission, orany other federal agency then administering the Act. “COMPANY”: IMARX THERAPEUTICS, INC., a Delaware corporation,headquartered at 1635 East 18th St., Tucson, Arizona 85719, and any othercorporation assuming or required to assume the Warrants pursuant to Article VII. “EXERCISE PRICE”: defined in Section 2.2. “PERSON”: any individual, corporation, partnership, limited liabilitycompany, trust, unincorporated organization and any government, and anypolitical subdivision, instrumentality or agency thereof. “WARRANT OFFICE”: defined in Section 3.1. “WARRANT SHARES”: the shares of Common Stock purchasable by the Holderof this Warrant upon the exercise of this Warrant. ARTICLE II EXERCISE OF WARRANT 2.1 Exercise of Warrant. All or any part of the Warrant represented bythis Warrant Certificate may be exercised commencing on January 4, 2005 andending at 5 p.m. Eastern Time on January 4, 2010 by surrendering this WarrantCertificate, together with appropriate instructions, duly executed by the Holderor by its duly authorized attorney, at the office of the Company, or at suchother office or agency as the Company may designate. The date on which theCompany receives such instructions shall be the date of exercise. If the Holderhas elected a Cashless Exercise, such instructions shall so state. Upon receiptof notice of exercise, the Company shall immediately instruct its transfer agentto prepare certificates for the Common Stock to be received by the Holder uponcompletion of the Warrant exercise. When such certificates are prepared, theCompany shall notify the Holder and deliver such certificates to the Holder oras per the Holder’s instructions immediately upon payment in full by the Holder,in lawful money of the United States, of the Exercise Price payable with respectto the Common Stock being purchased, if any. If fewer than all the Common Stock purchasable under the Warrant arepurchased, the Company will, upon such partial exercise, execute and deliver tothe Holder a new Warrant Certificate (dated the date hereof), in form and tenorsimilar to this Warrant Certificate, evidencing that portion of the Warrant notexercised. The Common Stock to be obtained on exercise of the Warrant will bedeemed to have been issued, and any person exercising the Warrants will bedeemed to have become a holder of record of those shares, as of the date of thepayment of the Exercise Price. 2 2.2 Exercise Price. The exercise price for any Warrant Share shall beequal to $3.00 per share of Common Stock; such price may be adjusted from timeto time pursuant to the terms of Article V. 2.3 Shares to be Fully Paid and Nonassessable. All shares of CommonStock issued upon the exercise of this Warrant shall be validly issued, fullypaid and nonassessable. 2.4 No Fractional Shares to be Issued. The Company shall not berequired upon any exercise of this Warrant to issue a certificate representingany fraction of a share of Common Stock. 2.5 Legend on Warrant Shares. Each certificate for shares initiallyissued upon exercise of this Warrant, unless at the time of exercise such sharesare registered under the Act, shall bear the following legends (and anyadditional legend required by the Agreement, any national securities exchangesupon which such shares may, at the time of such exercise, be listed or underapplicable securities laws): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state. They may not be sold, transferred, assigned, pledged, hypothecated, encumbered, or otherwise disposed of in the absence of registration under said Act and all other applicable securities laws, unless an exemption from registration is available. The securities represented by this certificate are subject to the Company’s right of first refusal set forth in the issuer’s bylaws, and none of such securities, or any interest therein, shall be transferred, pledged, encumbered or otherwise disposed of except as provided in such bylaws, a copy of which is on file in the Company’s office and will be made available for inspection to any properly interested person without charge upon written request. Any certificate issued at any time in exchange or substitution for anycertificate bearing such legends (except a new certificate issued uponcompletion of a public distribution pursuant to a registration statement underthe Act of the securities represented thereby) shall also bear the above legendsunless, in the opinion of counsel to the Company, the securities representedthereby need no longer be subject to the restrictions on transferability. Theprovisions of Article IV shall be binding upon all subsequent Holders of thisWarrant. 2.6 Acknowledgment of Continuing Obligation. The Company will, at thetime of any exercise of this Warrant in whole or in part, upon request of theHolder hereof, acknowledge in writing its continuing obligation to such Holderin respect of any rights to which the Holder shall continue to be entitled afterexercise in accordance with this Warrant; provided, however, that the failure ofthe Holder to make any such request shall not affect the continuing obligationof the Company to the Holder in respect of such rights. 3 ARTICLE III WARRANT OFFICE; TRANSFER, DIVISION OR COMBINATION OF WARRANTS 3.1 Warrant Office. The Company shall maintain an office for certainpurposes specified herein (the “Warrant Office”), which office shall initiallybe the Company’s location set forth in Article I hereof, and may subsequently besuch other office of the Company or of any transfer agent of the Common Stock inthe continental United States as to which written notice has previously beengiven to all of the Holders of the Warrants. 3.2 Ownership of Warrant. The Company may deem and treat the Person inwhose name this Warrant is registered as the Holder and owner hereof(notwithstanding any notations of ownership or writing hereon made by anyoneother than the Company) for all purposes and shall not be affected by any noticeto the contrary, until presentation of this Warrant for registration of transferas provided in this Article III. 3.3 Transfer of Warrant. The Company agrees to maintain at the WarrantOffice books for the registration of this Warrant. Subject to the provisions ofArticle IV, this Warrant and the rights hereunder are not transferable, in wholeor in part, by the Holder. 3.4 Division or Combination of Warrants. Subject to Article IV hereof,this Warrant maybe divided or combined with any other Warrant or warrants heldby Holder. 3.5 Expenses of Delivery of Warrants. The Company shall pay allexpenses, taxes (other than transfer taxes and any federal or state incometaxes), and other charges payable in connection with the preparation, issuanceand delivery of new Warrants hereunder. ARTICLE IV RESTRICTION ON TRANSFER 4.1 Restrictions on Transfer. This Warrant and the rights hereunder arenot transferable, in whole or in part, by the Holder. Notwithstanding anyprovisions contained in this Warrant to the contrary, this Warrant shall not beexercisable except upon the conditions specified in this Article IV, whichconditions are intended, among other things, to insure compliance with theprovisions of the Act in respect of the exercise of the Warrant. The Holder ofthis Warrant, by acceptance hereof, agrees that it will not exercise thisWarrant prior to delivery to the Company of any required opinion of the Holder’scounsel (as the opinion and counsel are described in Section 4.2 hereof). TheWarrant Shares are subject to the Company’s right of first refusal set forth inthe Company’s bylaws. 4.2 Opinion of Counsel. If in the opinion of counsel reasonablyacceptable to the Company, a proposed exercise of this Warrant may be effectedwithout registration of this Warrant under the Act, the Holder of this Warrantshall be entitled to exercise this Warrant in accordance with the proposedmethod of disposition; provided, however, that if the method of dispositionwould, in the opinion of such counsel, require that the Company take any actionor execute and file with the Commission or deliver to the Holder or any otherperson any notice, form or document in order to establish the entitlement of theHolder to take advantage of such 4method of disposition, the Company agrees, at the cost of the Holder, topromptly take any necessary action or execute and file or deliver any necessaryform or document. ARTICLE V ADJUSTMENT OF WARRANT SHARES AND EXERCISE PRICE 5.1 Anti-Dilution Adjustments. If at any time after this Warrantbecomes exercisable, the Company (i) pays a stock dividend of Common Stock toholders of Common Stock, (ii) institutes a stock split or a reverse stock splitof its Common Stock, or (iii) reclassifies its capital structure in any otherway, then in each such case, the number of shares of Common Stock into whichthis Warrant is exercisable shall be adjusted as if the Warrant Shares wereoutstanding immediately prior to the time of such event, and the Exercise Priceshall be adjusted accordingly. 5.2 Notice to Holder. Whenever the Company proposes to take any actionthat would cause an anti-dilution adjustment, the Company will provide theHolder hereof with written notice of such change and the number of WarrantShares into which this Warrant would then be exercisable and the applicableExercise Price. Such notice will be provided no less than ten (10) days prior tothe effective date of any such action. ARTICLE VI ADDITIONAL NOTICES TO WARRANT HOLDER[INTENTIONALLY LEFT BLANK] ARTICLE VII RECLASSIFICATION, REORGANIZATION OR MERGER In case of any reclassification, capital reorganization or other changeof outstanding shares of Common Stock of the Company, or in case of anyconsolidation or merger of the Company with or into another corporation (otherthan a merger with a subsidiary in which merger the Company is the continuingcorporation or that does not result in any reclassification, capitalreorganization or other change of outstanding shares of Common Stock), theCompany shall cause effective provision to be made so that the Holder hereofshall have the right thereafter by exercising this Warrant to purchase the kindand amount of shares of stock and other securities, cash and/or propertyreceivable upon such reclassification, capital reorganization or other change,consolidation or merger, by a Holder of the number of shares of Common Stockthat might have been purchased upon exercise of this Warrant immediately priorto such reclassification, change, consolidation or merger. Any such provisionshall include provision for adjustments that shall be as nearly equivalent asmay be practicable to the adjustments herein provided of the Exercise Price andthe number of Warrant Shares purchasable and receivable upon the exercise ofthis Warrant. The foregoing provisions of this Article VII shall similarly applyto successive reclassifications, capital reorganizations and changes of sharesof Common Stock and to successive consolidations and mergers. 5 ARTICLE VIII CERTAIN COVENANTS OF THE COMPANY 8.1 Reservation of Common Stock. The Company covenants and agrees thatit will reserve and set apart and have at all times, free from preemptiverights, a number of shares of authorized but unissued Common Stock or othersecurities or property deliverable upon the exercise of this Warrant sufficientto enable it at any time to fulfill all its obligations hereunder. 8.2 Piggyback Registration. Holder shall have unlimited piggybackregistration rights for any shares purchased hereunder on a pari passu basiswith the Investors party to that certain Amended and Restated Investor RightsAgreement dated October 10, 2002 among the Company and the parties thereto, asamended from time to time (the “Investor Rights Agreement”). Holder herebyagrees that such Holder shall not sell, transfer, make any short sale of, grantany option for the purchase of, or enter into any hedging or similar transactionwith the same economic effect as a sale, any Common Stock (or other securities)of the Company held by such Holder (other than those included in theregistration) for a period specified by the representative of the underwritersof Common Stock (or other securities) of the Company not to exceed one hundredeighty (180) days following the effective date of a registration statement ofthe Company filed under the Securities Act; provided that all officers anddirectors of the Company and holders of at least five percent (5%) of theCompany’s voting securities (other than Arizona Angels Fund I, LLC) enter intosimilar agreements. Each Holder agrees to execute and deliver such otheragreements as may be reasonably requested by the Company or the underwriterwhich are consistent with the foregoing or which are necessary to give furthereffect thereto. The Company may impose stop-transfer instructions with respectto the shares of Common Stock (or other securities) subject to the foregoingrestriction until the end of said one hundred eighty (180) day period. ARTICLE IX MISCELLANEOUS 9.1 Waiver and Amendment. Any term or provision of this Warrant may bewaived at any time by the party who or that is entitled to the benefits thereof,and any term or provision of this Warrant may be amended or supplemented at anytime by agreement of the Holder hereof and the Company, except that any waiverof any term or condition, or any amendment or supplementation, of this Warrantmust be in writing. A waiver of any breach or failure to enforce any of theterms or conditions of this Warrant shall not in any way affect, limit or waivea party’s rights hereunder at any time to enforce strict compliance thereafterwith any term or condition of this Warrant. 9.2 Filing of Warrant. A copy of this Warrant shall be filed in therecords of the Company. 9.3 Notice. Any notice or other document required or permitted to begiven or delivered to the Holder shall be delivered personally, or sent bycertified or registered mail, to Holder at the last address shown on the booksof the Company maintained at the Warrant Office for the registration of theWarrant or at any more recent address of which the Holder shall have notifiedthe Company in writing. Any notice or other document required or permitted to be 6given or delivered to the Company shall be delivered at, or sent by certified orregistered mail to, the Warrant Office, or such other address within the UnitedStates of America as shall have been furnished by the Company to the Holder. 9.4 Limitation of Liability; Not Shareholders. No provision of thisWarrant shall be construed as conferring upon the Holder the right to vote orconsent at meetings of shareholders, receive dividends or receive notice otherthan as herein expressly provided. No provision hereof, in the absence ofaffirmative action by the Holder hereof to purchase Warrant Shares, and noenumeration herein of the rights or privileges of the Holder, shall give rise toany liability of Holder for the exercise price of any Warrant Shares or as ashareholder of the Company, whether such liability is asserted by the Company orby creditors of the Company. 9.5 Loss, Destruction, Etc. of Warrant. Upon receipt of evidencesatisfactory to the Company of the loss, theft, mutilation or destruction of theWarrant, and in the case of any such loss, theft or destruction, upon deliveryof a bond of indemnity in such form and amount as shall be reasonablysatisfactory to the Company, or in the event of such mutilation, upon surrenderand cancellation of the Warrant, the Company will make and deliver a newWarrant, of like tenor, in lieu of such lost, stolen, destroyed or mutilatedWarrant. Any Warrant issued under the provisions of this Section 9.5 in lieu ofany Warrant alleged to be lost, destroyed or stolen, or in lieu of any mutilatedWarrant, shall constitute an original contractual obligation on the part of theCompany. 9.6 Governing Law. This Warrant shall be governed by and construed inaccordance with the internal laws of the State of Delaware, without givingeffect to any law or rule that would cause the laws of any jurisdiction otherthan the State of Delaware to be applied. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed inits name by its President and its corporate seal to be impressed hereon andattested by its Secretary. THE COMPANY: IMARX THERAPEUTICS, INC. By: ————————————– Name: ———————————— Title: PresidentAttest:- ———————————- , Secretary- ———————– 7