PHOTOGEN TECHNOLOGIES INC
8-K, 1999-11-17
PHARMACEUTICAL PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                            -------------------------

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                            -------------------------

                        DATE OF REPORT: November 9, 1999
                        (Date of earliest event reported)

                           PHOTOGEN TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           NEVADA                       0-23553               36-4010347
  (State or other jurisdiction  (Commission File Number)  (I.R.S. Employer
   of incorporation or                                    Identification No.)
   organization)

        7327 OAK RIDGE HIGHWAY, SUITE B
        KNOXVILLE, TENNESSEE                                     37931
        (Address of principal executive offices)               (Zip Code)

                                 (423) 769-4011
               (Registrant's telephone number including area code)


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ITEM 5.       OTHER EVENTS.

              Photogen Technologies, Inc. (the "Company") issued a press release
announcing that the Company had signed an agreement with Akorn Inc. to develop
PH-10 for non-invasive oncology and dermatology treatments. The Press Release,
dated November 9, 1999, is attached as Exhibit 99 hereto.

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  The following exhibit is filed with this report:

99            Press release of the Company, dated November 9, 1999, announcing
              that the Company had signed an agreement with Akorn Inc. to
              develop PH-10 for non-invasive oncology and dermatology
              treatments.


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        Photogen Technologies, Inc.

                                        By:   /s/ John Smolik
                                             -----------------------------
                                             John Smolik, President

Date:     November 16, 1999


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                                  EXHIBIT INDEX

Exhibit       Description
No.

99            Press release of the Company, dated November 9, 1999, announcing
              that the Company  had signed an agreement with Akorn Inc. to
              develop PH-10 for non-invasive oncology and dermatology
              treatments.






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                                                                    Exhibit 99

FOR IMMEDIATE RELEASE

          PHOTOGEN SIGNS AGREEMENT WITH AKORN INC. TO DEVELOP PH-10 FOR
                NON-INVASIVE ONCOLOGY AND DERMATOLOGY TREATMENTS

               AKORN TO DEVELOP MATERIALS TO FACILITATE PROCESSES
             LEADING TO FOOD AND DRUG ADMINISTRATION (FDA) APPROVAL

KNOXVILLE, TENN., NOV. 9, 1999 -- Photogen Technologies Inc. (OTC BB: PHGN)
today announced that Akorn Inc. (NASDAQ: AKRN), a diagnostic and therapeutic
pharmaceutical manufacturer and marketer, will develop certain formulations of
the photoactive compound PH-10.

PH-10 is a light-sensitive drug that, when activated with X-rays, green light or
ultra fast-pulsed near-infrared light, has the potential to treat cancer and
certain dermatological conditions virtually anywhere in or on the body. Lung,
breast and prostate cancer, Barrett's esophagus and psoriasis are among
treatments expected to benefit from the drug.

"Our recent findings, showing a 90 percent 'kill' rate of cancerous tumor cells
in laboratory mice within 48 hours of treatment, make PH-10 a potentially
groundbreaking drug for oncology and dermatology markets," said John Smolik,
Photogen president and CEO. "Working with Akorn to advance the drug from the
experimental stage to being ready for FDA submissions and then the market is an
exciting next step for us."

Illinois-based Akorn will also provide Photogen with necessary background
information for meeting regulatory requirements for the Food and Drug
Administration (FDA) approval of PH-10. Akorn will develop and document raw
materials, production and testing procedures and specifications, necessary for
Photogen to use in its new drug applications (NDAs) - enabling Photogen to
leverage Akorn's existing expertise to advance toward FDA approval.

"We are pleased to provide our manufacturing and compliance-related expertise,"
said Floyd Benjamin, president and CEO of Akorn, Inc. "We are eager to help
expedite the process of preparing such a significant drug for delivery to
market."


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Akorn will develop various drug formulations of PH-10 to treat indications in
the following markets:

     -    DEEP TISSUE ONCOLOGY, such as lung, breast and prostate cancer, for
          use with X-rays
     -    INTERNAL BODY SURFACES, such as Barrett's esophagus, for use with
          green light
     -    DERMATOLOGY, such as psoriasis, for use with green light

Together, existing treatments for these three indications represent a
multi-billion dollar market.

About Photogen

Photogen Technologies, Inc. is a development-stage company focused on creating
therapeutic and diagnostic products based on its proprietary multi-photon and
other related technologies. The company has discovered new methods for using
energy from lasers, x-rays or other sources to activate photoactive agents
within tissue sufficient to produce a range of beneficial therapeutic and
diagnostic outcomes. These technologies involve methods, materials and devices
that may be used to produce light or other energy and photoactive agents and to
destroy diseased cells, remove tissue or identify and diagnose disease. Photogen
has U.S. patents and additional pending applications in the U.S. and worldwide
for certain of its proprietary technology. The company has no products or
operating revenue at this time.

Statements in this release that are not strictly historical are
"forward-looking" statements that are made pursuant to the safe harbor provision
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks, which may cause the company's actual
results in the future to differ materially from expected results. These risks
and uncertainties include: the ability of the company to develop a product and
obtain regulatory approval for its use; the ability of the company to
successfully market and sell any products and equipment; the company's ability
to manufacture products in sufficient quantities; the company's ability to
maintain intellectual property protection for its proprietary products, to
defend its existing intellectual property rights from challenges by third
parties, and to avoid infringing intellectual property rights of third parties;
unforeseen operating risks; the company's ability to secure collaborative
agreements with third parties for various research, development, manufacturing,
marketing and other functions; competition; risks associated with the dependence
on manufacturers of the company's proposed products; the availability of capital
to finance planned activities; and the extent to which the clinicians performing
the procedures are able to obtain third-party reimbursement. These risks are
qualified in their entirety by cautionary language and risk factors set forth in
the company's filings with the Securities and Exchange Commission.

Media Contact: Hilary Kaye or Joan Murray at Hilary Kaye Associates
(714) 426-0444 (PST) or [email protected]





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