EMPLOYMENT AGREEMENT
THIS AGREEMENT dated on or before November 1, 1995, ("Effective Date")
is between MOLECULAR BIOSYSTEMS, INC., a Delaware corporation (the
"Corporation") and BOBBA VENKATADRI ("Employee").
RECITALS
A. The, Corporation desires to employ the Employee as its
President and Chief Operating Officer ("COO"),
B. The Employee desires to accept such employment upon the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties agree as follows:
1. EMPLOYMENT. The Corporation hereby employs the Employee, and
the Employee hereby accepts the employment by the Corporation as President
and COO of the Corporation upon the terms and conditions set forth herein.
Employee will report to the Chief Executive Officer of the Corporation.
2. EFFECTIVE DATE. Employee's employment shall deemed to begin on
the Effective Date hereof (a Sunday; Employee shall begin his substantive
duties on the following Monday), and shall continue until terminated pursuant
to Paragraph 6.
3. DUTIES.
a. GENERAL DUTIES. The Employee shall perform such
duties and services consistent with his position as may be assigned
to him from time to time by the Chairman of the Board and Chief
Executive Officer. Subject to the foregoing sentence, the Employee
shall have responsibility for the day-to-day conduct of all of the
operations of the Corporation. As of the date of this Agreement, the
Corporation has two inactive wholly-owned subsidiaries (Syngene,
Inc., and Scan Pharmaceuticals, Inc.). The Employee shall also be
elected, and shall serve as, President and Chief Operating Officer of
such subsidiaries for no additional consideration.
b. ELECTION AS DIRECTOR. The Employee shall be
recommended for election to Corporation's Board of Directors at the
first meeting of the Board of Directors following the Effective Date.
Nomination for election to the Board of Directors for future years
shall be at the discretion of the Board of Directors.
c. CONSIDERATION FOR PROMOTION. Between the first and
second anniversaries of the Effective Date, the Board of Directors
(or a committee thereof) shall formally consider the election of
Employee as Chief Executive Officer ("CEO") of the Corporation,
provided Employee's performance is satisfactory in his role as
President/COO. If the Board of Directors, in its sole judgement, is
satisfied with Employee's performance of his duties as President/COO,
Employee shall be elected to the CEO position at that time.
d. CORPORATION POLICIES. Employee shall be subject to
(1) the rules and policies set forth in the Corporation's employee
handbook and human resources guidelines and as they may be changed
and amended from time to time, and (2) other Corporation rules and
policies intended to apply to employees generally; provided that
where there is a variation or inconsistency between those rules and
policies and this Agreement, this Agreement shall control.
4. TIME TO BE DEVOTED TO EMPLOYMENT.
a. FULL-TIME WORK; VACATIONS. Except for vacations,
holidays and absences due to temporary illness, the Employee shall
devote his full time and energy to the business of the Corporation.
Employee shall be entitled to three (3) weeks (i.e., 15 business
days) annual vacation plus one additional day of vacation for every
year of continuous employment, up to a maximum of 20 business days
per year. Vacation time shall be earned and usable pursuant to the
Corporation's policy for employees. Employee shall be entitled to
all Corporation holidays, including, when applicable, a holiday
shutdown period usually scheduled for late December.
b. OTHER BUSINESS ACTIVITIES. Employee shall not
engage in any other business activity without the express written
consent of the Corporation except (1) Employee may serve on the Board
of Directors of no more than two (2) other corporations (other than
family businesses in India to which Employee does not devote
substantial time) with the prior written approval of the Board of
Directors, and (2) Employee may exercise passive ownership of up to
five percent (5%) of the securities in any company (and may own any
percentage of a family business in India). Employee hereby
represents that he is not a party to any agreement which would be an
impediment to entering into this Agreement and that he is otherwise
under no legal disability with respect to entry into this Agreement
and performance of his obligations hereunder.
5. COMPENSATION.
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a. BASE SALARY; REVIEW. The Corporation shall pay to
Employee an annual base salary ("Base Salary") of $285,000, payable
pursuant to the Corporation's customary procedures. The Base Salary
shall be reviewed annually and be subject to increase in the sole
discretion of the Board of Directors of the Corporation, provided
that Employee's first Base Salary review shall take place in January
or February 1996, with any salary increase to become effective as of
the beginning of the Corporation's fiscal year beginning April 1,
1996. Subsequent Base Salary reviews shall take place in January or
February of each succeeding year, or at such other time as the Board
of Directors may conduct salary reviews for Corporation executives
generally. Employee's Base Salary and other terms and conditions of
his compensation, except as otherwise provided in this Agreement,
shall at all times be within the sole discretion of the Board of
Directors.
b. BONUS. Employee may be entitled to a bonus as
determined by the Board of Directors of the Corporation at its sole
discretion based on Employee's performance, the Corporation's
performance, and other factors. For 1996, Employee shall receive a
guaranteed minimum bonus of $36,000, to be paid during the first
quarter of FY 1997, (i.e., the quarter beginning April 1, 1997).
c. OTHER BENEFITS. Employee shall be eligible for
family medical and dental coverage, short and long term disability
coverage, life insurance, eligibility for participation in the
Corporation's 401(k) plan, and such other benefits as are made
available from time to time to the executives of the Corporation, all
on such terms and conditions (including, where applicable,
cost-sharing with the Employee) as are applicable to participants
generally.
d. REIMBURSEMENT OF BUSINESS EXPENSES. The Corporation
shall reimburse Employee, in accordance with its practice
from time to time for other senior-level employees of the
Corporation. for all reasonable and necessary travel expenses,
disbursements and other reasonable and necessary incidental expenses
incurred by him for or on behalf of the Corporation in the
performance of his duties hereunder upon presentation by the Employee
to the Corporation of appropriate documentation pursuant to
Corporation policy.
e. RELOCATION EXPENSE. The Corporation shall reimburse Employee
for reasonable relocation expenses as follows:
(i) Reasonable travel, meals, rental car and lodging
expenses for Employee and spouse for up to three (3)
economy class trips from Pennsylvania to California to
locate suitable housing accommodations within reasonable
commuting distance of the Corporation's office.
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(ii) If required, expenses for a rental car until
Employee's own car becomes available, and the rental of
suitable housing within reasonable commuting distance of
the Corporation's offices until permanent housing
accommodations are acquired or (in each case) for up to
twelve (12) months, whichever period is shorter. Payment
for the housing shall not exceed two thousand five hundred
dollars ($2,500) per month.
(iii) Reasonable expenses for storage, movement and
insurance of household goods, including automobiles, and
other incidental and related costs incurred in connection
with Employee's relocation. Employee and the Corporation
shall cooperate to have all obligations (leases, moving
contracts, etc.) under this Subparagraph (e) contracted
for and/or paid directly by the Corporation.
(iv) Two weeks pay to pay for miscellaneous
relocation incidentals.
(v) Reimbursement of non-recurring costs in the
purchase of a new home up to 2% of home value.
If the Employee is deemed to receive taxable income for any payment
or reimbursement under this subparagraph, such payments will be
grossed up to account for all applicable income taxes.
f. REAL ESTATE.
(i) The Corporation shall engage a professional
property management and sales company to maintain,
market, and sell Employee's home in Pennsylvania, If a
real estate sales contract for the home is not entered
into within 90 days of the Effective Date at a purchase
price agreeable to the Employee, then the Corporation
shall purchase the home at an agreed price. For the
purposes of the foregoing sentence, the Employee may not
refuse to agree to a price (either from a third-party
purchaser or from the Corporation) that is equal to or
greater than the appraised value of the home. The
appraised value of the home shall be the average of
independent appraisals of two certified appraisers. The
Corporation and Employee shall each select one appraiser,
or they may agree on the two appraisers. Costs of the
appraisals shall be borne by the Corporation.
(ii) The Corporation shall contribute $300,000 toward
the Employee's purchase of a home in the San Diego
metropolitan area as his principal residence. The
Corporation and the Employee shall own
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such home and associated property ("the Property") as
tenants in common with respective percentage undivided
interests determined as follows: The Corporation's
interest shall be calculated by dividing $300,000 by the
purchase price of the Property, the result to be
expressed as a percentage; Employee's interest shall be
100 percent minus the Corporation's interest. These
respective percentage interests shall remain constant
unless otherwise agreed by the Corporation and Employee
or unless recalculated as provided below.
Notwithstanding the foregoing, (1) Employee shall
maintain the Property and pay all expenses associated
with the Property, including but not limited to mortgage
payments; upkeep; taxes; insurance; homeowner association
fees, if any; repairs and improvements (improvements
shall be at Employee's option), and utilities; and (2)
Employee shall not alienate his interest in the Property
without the Corporation's consent. If the Employee fails
or refuses for any reason to perform the obligations and
make the payments called for in clause (1) of the
foregoing sentence, the Corporation may cause the
obligations to be performed and/or make the payments and,
at its option, (x) deduct any expenditures from payment
of any compensation to Employee called for by this
Agreement on any reasonable basis, or (y) add the full
amount of any expenditures directly to its $300,000
initial equity and, using the sum as the new numerator,
recalculate the respective percentage undivided interests
of the parties using as a denominator the same purchase
price of the Property. Employee shall execute and
cooperate in the recording of all documents necessary to
evidence the parties' agreement contained in this
Subparagraph (e)(ii).
(iii) Within 30 days of the Employee's termination
for any reason, the parties shall agree on a valuation of
the Property. If they cannot agree within that time,
each party shall select a certified appraiser to perform
an appraisal of the property at each selecting party's
expense, and the appraisal shall be the average of the
two appraisals. The valuation reached by either method
shall be called the Agreed Valuation. Within (a) three
years from the date of termination in the event of an
Involuntary Termination, (b) two years from the date of
termination in the event of a Termination for Cause, a
Termination without Cause, or a Constructive Termination,
or (c) one year from the date of termination in the event
of a Voluntary Termination, Employee (or his estate)
shall take such actions as are necessary to purchase the
Corporation's interest in the Property for a purchase
price equal to the Corporation's percentage interest in
the property at the date of appraisal times the agreed
valuation. The Corporation shall cooperate with Employee
to sell the Property under such circumstances if the
Employee is unwilling or unable to purchase
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the Corporation's interest, and Employee shall be deemed to
have complied with his purchase obligation under this
Subparagraph if a purchasing third party pays the
Corporation the purchase price.
If the Employee is deemed to receive taxable income for any payment or
reimbursement under this subparagraph, such payments will be grossed
up to account for all applicable income taxes.
g. STOCK OPTIONS. Employee shall be granted an option as
of the first business day following the Effective Date to
purchase 300,000 shares of common stock under the
Corporation's 1993 Stock Option Plan ("the Plan") at an
exercise price equal to the lowest closing price of such
shares on the New York Stock Exchange in the month of
October, 1995. Of the 300,000 shares subject to the
option, 75,000 shall be deemed vested (i.e., exercisable)
as of the date of grant (i.e., the first business day
following the Effective Date). The remainder shall vest
at the rate of 25 percent (56,250 shares) per year over
four years (on October 2, 1996, 1997, 1998 and 1999,
respectively). The option shall be evidenced by an
option agreement in the Corporation's customary form
containing the Corporation's usual restrictions and
limitations. Employee shall be subject to restrictions on
trading in its securities imposed by the CEO and/or the
Board of Directors (e.g., a ban on selling or purchasing
shares during periods when Corporation insiders are in
possession of material information not yet disclosed to
the public). Employee shall be eligible for additional
stock option grants at the sole discretion of the Board
of Directors. In the event of any termination other than
a Voluntary Termination, Employee shall have two years
from the date of termination to exercise options vested
as of that date, or any lesser period mandated by law
(for example, certain incentive stock options).
6. TERMINATION AND SEVERANCE.
a. DEFINITIONS. The following definitions shall apply to this
Agreement:
INVOLUNTARY TERMINATION. An Involuntary Termination shall be
deemed to have taken place if the Employee dies, or, at
the Corporation's option, if the Employee cannot perform
his normal duties on a full-time basis by reason of any
physical or mental impairment for a period of 6
consecutive months, or 8 months out of any 12-month
period.
TERMINATION FOR CAUSE. A Termination for Cause is a termination
by the Corporation because of (1) Employee's willful
misconduct, including but not limited to violations of
the Corporation's policies governing
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employees generally; or (2) Employee's violation of law,
including but not limited to acts of embezzlement or fraud.
CONSTRUCTIVE TERMINATION. A Constructive Termination is a
termination by Employee within 3 months following (1) any
reduction in his level of Base Salary in dollars unadjusted
for inflation (i.e., a failure to raise Employee's salary
shall not be deemed a decrease because of inflation); or (2)
a relocation of his place of employment more than 35 miles
from San Diego, that does not include a Corporation paid
relocation for Employee.
VOLUNTARY TERMINATION. A Voluntary Termination is any
termination by Employee other than a Constructive Termination.
TERMINATION WITHOUT CAUSE. A Termination Without Cause is
any termination by the Corporation other than a Termination
for Cause or an Involuntary Termination.
CHANGE OF CONTROL. The Corporation shall be deemed to have
experienced a Change in Control if (1) any person or group
(as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations
promulgated thereunder in effect on the Effective Date ("the
Exchange Act")) who, together with all affiliates and
associates (as defined in Rule 12b-2 under the Exchange Act)
(an "Acquiring Person") becomes the beneficial owner of the
Corporation's shares having 50 percent or more of the total
number of votes that may be cast for the election of
directors of the Corporation, or (2) Continuing Directors
cease to comprise a majority of the members of the Board of
Directors. A "Continuing Director" is any member of the Board
(while a member) who is not an Acquiring Person or an
affiliate or associate of an Acquiring Person or a
representative thereof and who (i) was a member of the Board
prior to the Effective date, or (ii) subsequently becomes a
member of the Board and whose election to the Board is
recommended by resolution of a majority of the Continuing
Directors or who is included as a nominee in a proxy
statement of the Corporation when a majority of the Board
consists of Continuing Directors.
b. TERMINATION BY CORPORATION; SEVERANCE. The Corporation may
terminate this Agreement at any time for any reason, with or without
cause, with or without notice. If and only if the termination is a
Termination Without Cause, Employee (or his estate) shall receive 12
months' severance at his then-current Base Salary (defined in
Paragraph 5(a)). If, in such event, Employee has not accepted new
employment (other than self-employment as
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a consultant or similar employment) within 12 months after the date
the Corporation advises Employee of his termination, the
Corporation shall pay Employee at the same rate for an additional
12 months, if Employee's termination occurred prior to the third
anniversary of the Effective Date, or for an additional 6 months,
if Employee's termination occurred after the third anniversary of
the Effective Date or until Employee has accepted new Employment,
whichever comes first. Employee shall promptly advise the
Corporation when he accepts new Employment. If and only if a
Termination Without Cause takes place within one year following a
Change in Control then, in lieu of the foregoing, Employee shall
receive two years' severance regardless of his subsequent
employment status. Severance payments shall be made in
installments in accordance with the Corporation's normal payroll
practices.
c. TERMINATION BY EMPLOYEE. Employee may terminate this
Agreement at any time for any reason, with or without cause from
the date of Employee's termination without notice or the date of his
notice to the Corporation, as the case may be. If Employee fails to
remain so employed, the Corporation shall have no obligation to pay
any severance benefits otherwise payable under this Subparagraph (c).
If Employee advises the Corporation of the termination of this
Agreement for any reason within twelve months following Effective
Date, Employee shall promptly repay the Corporation all amounts paid
to or on behalf of Employee pursuant to Paragraphs 5(e) and (f). In
the event of a Constructive Termination, Employee shall receive the
severance benefits described in Subparagraph (b) with respect to a
Termination Without Cause, provided that if the Constructive
Termination takes places within one year following a Change in
Control, Employee shall receive the severance benefits described in
Subparagraph (b) with respect to a Termination Without Cause
following a Change in Control. No severance benefits shall be
payable in respect of a Voluntary Termination. A Voluntary
Termination shall not become any other type of termination in the
event that the Corporation relieves Employee of his duties during any
notice period stated in Employee's termination notice. Termination
under this Subparagraph may be without or with notice not to exceed
60 days, provided that if the termination is without notice or with a
notice period of less than 60 days, the Corporation may, at its
option, require Employee to extend the notice period (that is, to
remain employed and perform his duties) for a maximum of 60 days.
d. GENERAL TERMINATION PROVISIONS. With respect to any
termination, Employee shall receive (1) the unpaid portion of his
then-current Base Salary computed on a pro rata basis to the date of
termination; (2) reimbursement for business expenses not previously
reimbursed pursuant to Paragraph 5(d); and (3) payment for accrued
and unused vacation time through the date of
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termination. For purposes of determining the timing of COBRA
benefits, the date of termination shall be deemed the day following
the expiration of the notice period, if any, or if the termination
is without notice, on the date of termination.
e. MANNER OF TERMINATION. Either party may advise the other of
the termination of this Agreement in any reasonable manner, provided
that it must be in writing. Termination of employment shall also
terminate this Agreement, except as otherwise provided in this
Agreement.
f. EFFECT OF TERMINATION OF EMPLOYMENT. Upon the
termination of Employee's employment hereunder, neither the Employee
nor his beneficiary or estate shall have any further rights or claims
against the Corporation under this Agreement except as provided in
this Paragraph 6.
7. General Provisions.
a. AMENDMENT; NECESSITY FOR WRITING. This Agreement
may not be changed, waived, discharged, or terminated orally, but
only by way of an instrument in writing signed by the parties
referring to this Agreement.
b. SURVIVAL. The obligations of Sections 6, 8, 9, and 10 shall
survive termination of the Agreement.
c. PROHIBITION AGAINST ASSIGNMENT. The employment
secured by this Agreement is personal in nature. Employee may not
assign this Agreement or any portion thereof under any circumstances.
d. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties with respect to its subject
matter. It supersedes any and all other prior or contemporaneous
agreements, either oral or in writing with respect thereto.
e. CHOICE OF LAW; CHOICE OF FORUM; ARBITRATION. The
interpretation and enforcement of this Agreement, as well as all
other matters relating to Employee's employment, shall be governed by
California law. Any dispute or controversy with respect to, or
concerning the enforcement or interpretation of, this Agreement shall
be submitted to final and binding arbitration under the current Model
Employment Arbitration Procedures of the American Arbitration
Association ("AAA") in the State of California. Such arbitration, and
subsequent judicial enforcement of the arbitrator's award, if
necessary, shall be final and binding and shall be the sole and
exclusive forum for resolving any and all existing and future
disputes or controversies regarding this Agreement. Arbitration must
be initiated within one year of
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the occurrence of the event giving rise to a dispute by the
complaining party giving written notice to the other. Failure to
initiate arbitration within this one-year period shall constitute a
waiver of any and all claims arising from the dispute and they
shall be forever barred. The arbitration shall be held in San
Diego County, California. The parties shall be entitled to conduct
discovery in advance of and during any arbitration to the extent
authorized under the California Code of Civil Procedure for civil
judicial proceedings. The expenses of the arbitration shall be
born equally by both parties, except that each party may be
represented by counsel at such party's own expense. Remedies
awarded shall be limited to actual damages proximately caused by
the event giving rise to liability, and shall, where applicable be
limited by the terms of this Agreement. No punitive damages,
damages for noneconomic injury, or damages in the nature of a
penalty shall be awarded.
f. NO WAIVER. Either party's neglect or failure to enforce
this Agreement in the event of the other's breach shall not be
deemed a waiver or condonation of such breach or any subsequent
breaches.
g. CORPORATION BENEFIT AND BURDEN. This Agreement shall inure
to the benefit of, and shall be binding on, the Corporation and all
of its successors and assigns.
h. GENERIC DRUG ENFORCEMENT ACT CERTIFICATION. Employee
certifies that he has never been charged with or convicted of a
federal felony for conduct relating to the development, approval, or
regulation of any drug product or device regulated by the U.S. Food
and Drug Administration, and (2) has never been debarred or subject
to a debarment proceeding under the Generic Drug Enforcement Act of
1992.
8. CORPORATION RIGHTS TO INTELLECTUAL PROPERTY. Employee shall
promptly disclose, grant and assign ownership to the Corporation for its sole
use and benefit any and all inventions, improvements, information, copyrights
and suggestions (whether patentable or not), which he may develop, acquire,
conceive or reduce to practice while employed by the Corporation (whether or
not during usual working hours), together with all patent applications,
letters patent, copyrights and reissues thereof that may at any time be
granted for or upon any such invention, improvement or information. Employee
shall without charge, but at the expense of the Corporation, promptly at all
times hereafter execute and deliver such applications, assignments,
descriptions and other instruments as may be reasonably necessary or proper
in the opinion of the Corporation to vest title to any such inventions,
improvements, technical information, patent applications, patents, copyrights
or reissues thereof in the Corporation and enable it to obtain and maintain
the entire right and title thereto throughout the world. Employee shall
render to the Corporation at its expense (including, reimbursement to the
Employee
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of reasonable out-of-pocket expenses incurred by the Employee and a
reasonable payment for the Employee's time involved in case he is not then in
its employ. All such assistance as it may reasonably require in the
prosecution of applications for said patents, copyrights or reissues thereof,
in the prosecution or defense of interferences which may be declared
involving any said applications, patents or copyright, and in any litigation
in which the Corporation may be involved relating to any such patents,
inventions, improvements or technical information. Notwithstanding the
foregoing:
NOTIFICATION
THIS PARAGRAPH DOES NOT APPLY TO AN INVENTION FOR WHICH
NO EQUIPMENT, SUPPLIES, FACILITY, OR TRADE SECRET INFORMATION OF THE
COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON EMPLOYEE'S OWN
TIME, AND (A) WHICH DOES NOT RELATE (1) TO THE BUSINESS OF THE
COMPANY OR (2) TO THE COMPANY'S ACTUAL OR DEMONSTRABLY ANTICIPATED
RESEARCH OR DEVELOPMENT, OR (B) WHICH DOES NOT RESULT FROM ANY WORK
PERFORMED BY EMPLOYEE FOR THE COMPANY, AS PROVIDED BY SECTION 2870 OF
THE CALIFORNIA LABOR CODE.
9. PROTECTION OF INFORMATION. Throughout the term of his
employment by the Corporation, Employee will serve the Corporation's best
interests loyally and diligently. During his employment and thereafter,
Employee shall not disclose or provide to any person, firm, corporation or
other entity (except when authorized by the Corporation) any confidential
information, including but not limited to trade secrets, business methods,
products processes, procedures, development or experimental projects,
suppliers, contracts, business or strategic plans, regulatory and patent
(collectively "Confidential Information"). Employee will not use such
Confidential Information for his own purpose or for the purpose of any
person, firm, corporation or entity, other than the Corporation. The
provisions of this paragraph shall not apply to Confidential Information
which at the time of disclosure is already in the public domain; which the
Employee can demonstrate was in his possession or known to him prior to the
effective date of this Agreement; which subsequently becomes part of the
public domain through no fault of the Employee; which becomes known to the
Employee through a third party who is under no obligation of confidentiality
to the Corporation; or which is required to be disclosed by law or by
judicial or administrative proceedings.
10. LIMITATIONS OR COMPETITION AND SOLICITATION. For a period
of 12 months following his Voluntary Termination or Termination for Cause, or
during any period for which he has received or is receiving severance
benefits following a Termination Without Cause or Constructive Termination
(other than a Termination Without Cause or Constructive Termination following
a Change in Control) Employee shall not directly or indirectly be engaged in
or assist others in engaging
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in any business relating to diagnostic contrast imaging agents. Employee
expressly agrees that the consideration to be paid him under this Agreement
shall constitute good and sufficient consideration for his agreement not to
compete. In the event Employee's employment is terminated by either party
for any reason, Employee shall not, for a period of 12 months from the date
of termination, either directly or indirectly solicit the services of any
employee of the Corporation, or otherwise induce or attempt to induce current
employees of the Company to terminate their employment with the Corporation.
11. NOTICES. Notices and other communications hereunder shall
be in writing and shall be delivered personally or sent by air courier,
telefax, or first class certified or registered mail, return receipt
requested and postage prepaid, addressed to the last address of which the
sending party has actual knowledge. Notices to the Corporation shall be
directed to the Chief Executive Officer and the Chief Financial Officer. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have given to the date of
delivery if personally delivered, or telefaxed; on the business day after the
date when sent by air courier; and on the third business day after the date
when sent if sent by mail.
[THIS SPACE INTENTIONALLY LEFT BLANK SO THAT ALL
SIGNATURE LINES MAY APPEAR ON THE SAME PAGE]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement to
be effective on or before November 1, 1995.
MOLECULAR BIOSYSTEMS, INC.
By: /s/ Kenneth J. Widder, M.D
--------------------------------
Kenneth J. Widder, M.D.
Chief Executive Officer
By: /s/ Bobba Venkatadri
--------------------------------
Bobba Venkatadri
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