content: Page 1 of 7 pages
  
                                    UNITED STATES
                         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 10, 1996
  
  
  
                             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
  
  
  <PAGE>
                                                         
  Item 5.       Other Events.
  
         (a) In September 1996, Molecular Biosystems, Inc. (the "Company") entered
  into a Settlement Agreement and Mutual Release (the "Agreement") with Shionogi &
  Co., Ltd.  ("Shionogi")  pursuant to which the Company  reacquired  the right to
  manufacture and sell the Company's proprietary  first-generation  contrast agent
  for cardiac  ultrasound  imaging,  ALBUNEX(R),  its  second-generation  contrast
  agent,  FS069, and related products in the territory  consisting of Japan, South
  Korea and Taiwan.  The Company had  licensed  these  rights to Shionogi in March
  1989.
  
         The Company paid $3 million to Shionogi upon entering into the Agreement,
  which became  effective as of  September  10, 1996,  and agreed to pay a further
  $5.5 million without interest in three annual  installments,  of which the first
  two  installments of $2 million each are payable in September 1997 and September
  1998,  respectively,  and the third and final  installment  of $1.5  million  is
  payable in September 1999.
  
         The Company and Shionogi also agreed to dismiss their  respective  claims
  against one another which were the subject of  arbitration  proceedings  pending
  before the American Arbitration Association in New York, New York.
  
         A copy of the  Company's  press  release with respect to the Agreement is
  attached as Exhibit 10.1.
  
         (b) On  October  18,  1996 the  Company  filed a  pre-marketing  approval
  ("PMA") application with the U.S. Food and Drug Administration for the Company's
  second-generation  contrast agent for cardiac ultrasound imaging, FS069, for use
  in  enhancing  endocardial  border  definition  and  opacification  of the  left
  ventricular chamber.
  
         A copy of the  Company's  press  release  with  respect to this filing is
  attached as Exhibit 10.2.
  
  <PAGE>
                                      Signature
  
  
         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: November 15, 1996.
  
  
                                                      Molecular Biosystems, Inc.
  
                                                      /s/Gerard A. Wills
  
                                                      By
                                                      Gerard A. Wills
                                                      Vice President, Finance
                                                      and Chief Financial Officer
  
  
  <PAGE>
  
  
                                    Exhibit Index
  
  
                                                                     Sequentially
     Exhibit        Description                                      Numbered Page
  
       10.1         Press release (September 24, 1996)                     5
  
       10.2         Press release (October 18, 1996)                       6
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3949}]
metadata_filer: {"company-data": {"conformed-name": "MOLECULAR BIOSYSTEMS INC", "cik": "0000719598", "assigned-sic": "2835", "irs-number": "363078632", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12648", "film-number": "96671204"}, "business-address": {"street1": "10030 BARNES CANYON RD", "city": "SAN DIEGO", "state": "CA", "zip": "92121-2789", "phone": "6198242200"}, "mail-address": {"street1": "10030 BARNES CANYON ROAD", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
text: Page 1 of 7 pages
  
                                    UNITED STATES
                         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 10, 1996
  
                             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.
  
         (a) In September 1996, Molecular Biosystems, Inc. (the "Company") entered
  into a Settlement Agreement and Mutual Release (the "Agreement") with Shionogi &
  Co., Ltd.  ("Shionogi")  pursuant to which the Company  reacquired  the right to
  manufacture and sell the Company's proprietary  first-generation  contrast agent
  for cardiac  ultrasound  imaging,  ALBUNEX(R),  its  second-generation  contrast
  agent,  FS069, and related products in the territory  consisting of Japan, South
  Korea and Taiwan.  The Company had  licensed  these  rights to Shionogi in March
  1989.
  
         The Company paid $3 million to Shionogi upon entering into the Agreement,
  which became  effective as of  September  10, 1996,  and agreed to pay a further
  $5.5 million without interest in three annual  installments,  of which the first
  two  installments of $2 million each are payable in September 1997 and September
  1998,  respectively,  and the third and final  installment  of $1.5  million  is
  payable in September 1999.
  
         The Company and Shionogi also agreed to dismiss their  respective  claims
  against one another which were the subject of  arbitration  proceedings  pending
  before the American Arbitration Association in New York, New York.
  
         A copy of the  Company's  press  release with respect to the Agreement is
  attached as Exhibit 10.1.
  
         (b) On  October  18,  1996 the  Company  filed a  pre-marketing  approval
  ("PMA") application with the U.S. Food and Drug Administration for the Company's
  second-generation  contrast agent for cardiac ultrasound imaging, FS069, for use
  in  enhancing  endocardial  border  definition  and  opacification  of the  left
  ventricular chamber.
  
         A copy of the  Company's  press  release  with  respect to this filing is
  attached as Exhibit 10.2.
  Signature
  
         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: November 15, 1996.
  
                                                      Molecular Biosystems, Inc.
  
                                                      /s/Gerard A. Wills
  
                                                      By
                                                      Gerard A. Wills
                                                      Vice President, Finance
                                                      and Chief Financial Officer
  Exhibit Index
  
                                                                     Sequentially
     Exhibit        Description                                      Numbered Page
  
       10.1         Press release (September 24, 1996)                     5
  
       10.2         Press release (October 18, 1996)                       6