content: Page  1  of  9  pages
  
                                                             Exhibit Index  at
                                                                   page 5
  
  
                      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 (date of earliest event reported):  September 7, 1995
  
  
                              MOLECULAR BIOSYSTEMS, INC.
                (Exact name of registrant as specified in its charter)
  
  
  
         Delaware                     1-10546                   36-30878632
  (State  or  other  juris-         Commission  file           (IRS employer
  diction  of  incorporation)         number)                   identification
                                                                    number)
  
  
  
                  10030 Barnes Canyon Road, San Diego, California  92121
                          (Address of principal executive offices)
  
  
  
           Registrant's telephone number, including area code:  (619) 452-0681
  
  Item 5.  Other Events.
  
  
      On September 7, 1995, Molecular Biosystems, Inc. (the "Company") entered
  into an amended and restated distribution agreement and a related investment
  agreement with Mallinckrodt Medical, Inc. ("Mallinckrodt")
  
      Amended and Restated Distribution Agreement
  
       The   amended   and  restated  distribution  agreement  (the   "amended
  distribution  agreement") modifies the December 1988 distribution  agreement
  between  the  Company and Mallinckrodt in a number of respects.   Under  the
  amended  distribution  agreement, the geographical scope  of  Mallinckrodt's
  exclusive  right  to  market the Company's proprietary  contrast  agent  for
  transpulmonary cardiac ultrasound imaging, ALBUNEX (R), the Company's second
  generation  ultrasound  contrast  agent, FS069  (which  is  currently  under
  development),  and  related products was expanded  to  include  all  of  the
  countries  of  the  world other than those covered by the Company's  license
  agreements  with  Shionogi  & Co., Ltd. and Nycomed  AS.   The  duration  of
  Mallinckrodt's exclusive right was also extended from October 1999 until the
  later  of  July  1, 2003 or three years after the date that Company  obtains
  approval from the U.S. Food and Drug Administration ("FDA") to market  FS069
  for an intravenous myocardial perfusion indication (use).
  
       Under the amended distribution agreement, Mallinckrodt will pay MBI $20
  million  over  four  years  to support clinical  trials  of  FS069,  related
  regulatory  submissions and associated product development.  These  payments
  will  be made in 16 quarterly installments ranging from $1 million  to  $1.5
  million beginning after the amended distribution agreement becomes effective
  (see the section, "Effective Dates").
  
       The  amended distribution agreement requires the Company  to  spend  at
  least  $10  million  of  this  $20 million on  clinical  trials  to  support
  regulatory  filings  with  the FDA for cardiac indications  of  FS069.   The
  Company's  expenditure of this $10 million will be made in  accordance  with
  the  directions  of  a  joint  steering  committee  which  the  Company  and
  Mallinckrodt  will  establish  in  order to  expedite  the  development  and
  regulatory  approval  of  FS069  by enabling  the  parties  to  share  their
  expertise  relating to clinical trials and the regulatory approval  process.
  The  Company and Mallinckrodt will each appoint two of the four  members  of
  the joint steering committee.
  
       After  the Company has spent this $10 million, the amended distribution
  agreement requires the Company and Mallinckrodt to share equally in the cost
  of  any  additional clinical trials of FS069 in the United States which  the
  joint  steering committee may direct to be performed, up to a maximum of  $5
  million on a combined basis.
  
       The amended distribution agreement also provides for potential payments
  to  the  Company  of  up  to  $12 million upon the satisfaction  of  certain
  milestones.  (There can be no assurance, however, that all or any  of  these
  milestones will be satisfied.)
  
       In  addition, the amended distribution agreement grants the Company the
  option  to  repurchase all of the shares of the Company's common stock  that
  Mallinckrodt will purchase under the investment agreement (see the following
  section,  "Investment Agreement") for $45 million, subject to various  price
  adjustments.  This option is exercisable after the later of July 1, 2000  or
  three  years after the date that Company obtains approval from  the  FDA  to
  market  FS069  for an intravenous myocardial perfusion indication.   If  the
  Company exercises this option, the Company may co-market ALBUNEX (R),  FS069
  and  related  products  in  all  of the countries  covered  by  the  amended
  distribution agreement.
  
      Investment Agreement
  
       Under  the  investment  agreement,  the  Company  will  sell  1,118,671
  unregistered shares of its common stock to Mallinckrodt for $13,000,000,  or
  a price of $11.62 per share.
  
       These  shares will be subject to certain anti-dilution and registration
  rights of Mallinckrodt and certain first refusal and "standstill" rights  of
  MBI.
  
       With the 181,818 shares of the Company's common stock that Mallinckrodt
  acquired  in December 1988 (under an investment agreement which the  Company
  and  Mallinckrodt  entered into at the same time as they  entered  into  the
  original  distribution agreement), Mallinckrodt will own approximately  9.8%
  of the Company's outstanding stock.
  
      Effective Dates
  
       Both  the  amended distribution agreement and the investment  agreement
  will  become effective if and when all applicable waiting periods under  the
  Hart-Scott-Rodino Antitrust Improvements Act of 1976 have  expired  or  have
  otherwise terminated.
  
      Press Release
  
       A  copy  of the press release that the Company and Mallinckrodt jointly
  issued  on  September 7, 1995 to announce the two agreements is attached  to
  this Report as Exhibit 10.1.
  
                                      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.
  
      Date:  September 25, 1995.
  
  
                                          MOLECULAR BIOSYSTEMS, INC.
  
  
  
                                          By /s/Steven Lawson
                                             Steven Lawson
                                             Vice President, Legal Affairs
                                               and General Counsel
  
  
  
                                Exhibit Index
  
  
  
  Sequentially
  
  Numbered
  Exhibit            Description                                          Page
  
  
   10.1          Press release (September 7, 1995)                          6
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 7022}]
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text: Page  1  of  9  pages
  
                                                             Exhibit Index  at
                                                                   page 5
  
                      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 (date of earliest event reported):  September 7, 1995
  
                              MOLECULAR BIOSYSTEMS, INC.
                (Exact name of registrant as specified in its charter)
  
         Delaware                     1-10546                   36-30878632
  (State  or  other  juris-         Commission  file           (IRS employer
  diction  of  incorporation)         number)                   identification
                                                                    number)
  
                  10030 Barnes Canyon Road, San Diego, California  92121
                          (Address of principal executive offices)
  
           Registrant's telephone number, including area code:  (619) 452-0681
  
  Item 5.  Other Events.
  
      On September 7, 1995, Molecular Biosystems, Inc. (the "Company") entered
  into an amended and restated distribution agreement and a related investment
  agreement with Mallinckrodt Medical, Inc. ("Mallinckrodt")
  
      Amended and Restated Distribution Agreement
  
       The   amended   and  restated  distribution  agreement  (the   "amended
  distribution  agreement") modifies the December 1988 distribution  agreement
  between  the  Company and Mallinckrodt in a number of respects.   Under  the
  amended  distribution  agreement, the geographical scope  of  Mallinckrodt's
  exclusive  right  to  market the Company's proprietary  contrast  agent  for
  transpulmonary cardiac ultrasound imaging, ALBUNEX (R), the Company's second
  generation  ultrasound  contrast  agent, FS069  (which  is  currently  under
  development),  and  related products was expanded  to  include  all  of  the
  countries  of  the  world other than those covered by the Company's  license
  agreements  with  Shionogi  & Co., Ltd. and Nycomed  AS.   The  duration  of
  Mallinckrodt's exclusive right was also extended from October 1999 until the
  later  of  July  1, 2003 or three years after the date that Company  obtains
  approval from the U.S. Food and Drug Administration ("FDA") to market  FS069
  for an intravenous myocardial perfusion indication (use).
  
       Under the amended distribution agreement, Mallinckrodt will pay MBI $20
  million  over  four  years  to support clinical  trials  of  FS069,  related
  regulatory  submissions and associated product development.  These  payments
  will  be made in 16 quarterly installments ranging from $1 million  to  $1.5
  million beginning after the amended distribution agreement becomes effective
  (see the section, "Effective Dates").
  
       The  amended distribution agreement requires the Company  to  spend  at
  least  $10  million  of  this  $20 million on  clinical  trials  to  support
  regulatory  filings  with  the FDA for cardiac indications  of  FS069.   The
  Company's  expenditure of this $10 million will be made in  accordance  with
  the  directions  of  a  joint  steering  committee  which  the  Company  and
  Mallinckrodt  will  establish  in  order to  expedite  the  development  and
  regulatory  approval  of  FS069  by enabling  the  parties  to  share  their
  expertise  relating to clinical trials and the regulatory approval  process.
  The  Company and Mallinckrodt will each appoint two of the four  members  of
  the joint steering committee.
  
       After  the Company has spent this $10 million, the amended distribution
  agreement requires the Company and Mallinckrodt to share equally in the cost
  of  any  additional clinical trials of FS069 in the United States which  the
  joint  steering committee may direct to be performed, up to a maximum of  $5
  million on a combined basis.
  
       The amended distribution agreement also provides for potential payments
  to  the  Company  of  up  to  $12 million upon the satisfaction  of  certain
  milestones.  (There can be no assurance, however, that all or any  of  these
  milestones will be satisfied.)
  
       In  addition, the amended distribution agreement grants the Company the
  option  to  repurchase all of the shares of the Company's common stock  that
  Mallinckrodt will purchase under the investment agreement (see the following
  section,  "Investment Agreement") for $45 million, subject to various  price
  adjustments.  This option is exercisable after the later of July 1, 2000  or
  three  years after the date that Company obtains approval from  the  FDA  to
  market  FS069  for an intravenous myocardial perfusion indication.   If  the
  Company exercises this option, the Company may co-market ALBUNEX (R),  FS069
  and  related  products  in  all  of the countries  covered  by  the  amended
  distribution agreement.
  
      Investment Agreement
  
       Under  the  investment  agreement,  the  Company  will  sell  1,118,671
  unregistered shares of its common stock to Mallinckrodt for $13,000,000,  or
  a price of $11.62 per share.
  
       These  shares will be subject to certain anti-dilution and registration
  rights of Mallinckrodt and certain first refusal and "standstill" rights  of
  MBI.
  
       With the 181,818 shares of the Company's common stock that Mallinckrodt
  acquired  in December 1988 (under an investment agreement which the  Company
  and  Mallinckrodt  entered into at the same time as they  entered  into  the
  original  distribution agreement), Mallinckrodt will own approximately  9.8%
  of the Company's outstanding stock.
  
      Effective Dates
  
       Both  the  amended distribution agreement and the investment  agreement
  will  become effective if and when all applicable waiting periods under  the
  Hart-Scott-Rodino Antitrust Improvements Act of 1976 have  expired  or  have
  otherwise terminated.
  
      Press Release
  
       A  copy  of the press release that the Company and Mallinckrodt jointly
  issued  on  September 7, 1995 to announce the two agreements is attached  to
  this Report as Exhibit 10.1.
  
                                      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.
  
      Date:  September 25, 1995.
  
                                          MOLECULAR BIOSYSTEMS, INC.
  
                                          By /s/Steven Lawson
                                             Steven Lawson
                                             Vice President, Legal Affairs
                                               and General Counsel
  
                                Exhibit Index
  
  Sequentially
  
  Numbered
  Exhibit            Description                                          Page
  
   10.1          Press release (September 7, 1995)                          6