content: Page 1 of 9 pages
  
  
  
  
  
                         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): December 16, 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)   Amendment to Mallinckrodt Agreement
  
           In December  1996,  Molecular  Biosystems,  Inc.  (the  "Company")  and
  Mallinckrodt  Medical,  Inc.  ("Mallinckrodt")  amended the Amended and Restated
  Distribution  Agreement  ("ARDA")  that they entered  into in September  1995 to
  expand  the  geographical  scope  of  Mallinckrodt's   exclusive  marketing  and
  distribution  rights for the  Company's  proprietary  first-generation  contrast
  agent for cardiac ultrasound imaging, ALBUNEX(R), its second generation contrast
  agent,  FS069,  and related  products.  The  amendment  extended  Mallinckrodt's
  exclusive  territory  to cover  the  territory  that the  Company  had  formerly
  licensed to Nycomed  Imaging AS ("Nycomed"),  from which the Company  reacquired
  exclusive  product rights in October 1995.  This additional  territory  includes
  Western Europe, the former Soviet Union, Africa, the Middle East and India.
  
           Under the amendment to ARDA,  Mallinckrodt  agreed to pay up to a total
  of  $12.85  million,  depending  upon the  achievement  of a  specified  product
  development  milestone.  Mallinckrodt  made an initial payment of $7.05 million,
  consisting  of  reimbursement  to the  Company of $2.7  million  that it paid to
  Nycomed to  reacquire  the  exclusive  product  rights in  Nycomed's  territory,
  payment  of $3.0  million  to the  Company  under  the  terms  of ARDA  upon the
  extension of Mallinckrodt's  exclusive rights to Nycomed's former territory, and
  payment of $1.35 million to Nycomed in satisfaction of the Company's  obligation
  to pay 45% of any amounts  that the Company  receives in excess of $2.7  million
  upon the  licensing of the former  Nycomed  territory  to a third party.  Of the
  remaining $5.8 million that may be paid,  Mallinckrodt  will pay $4.0 million to
  the  Company  (upon  the  achievement  of  the  specified  product   development
  milestone)  and $1.8  million to Nycomed  (representing  45% of the $4.0 million
  payment to the Company.)
  
           Under ARDA, the Company  manufactures all licensed products for sale to
  Mallinckrodt  at a price  generally  equal  to 40% of  Mallinckrodt's  quarterly
  average selling price to end users.  The amendment  extends this  arrangement to
  Mallinckrodt's  new territory and also requires  Mallinckrodt  to pay 60% of the
  royalty  of 2 1/2% on the first $30  million  of annual  sales and 3 1/2% on any
  annual  sales in excess of $30  million,  that the Company is required to pay to
  Nycomed in respect of product sales in its former  territory.  In addition,  the
  amendment  requires  Mallinckrodt  to pay 60% of the  royalty  of 1.25% that the
  Company is required to pay under its June 1989 license  agreement with Steven B.
  Feinstein, M.D., in respect of product sales in Mallinckrodt's new territory.
  
           A copy of the Company's  press release with respect to the amendment to
  ARDA is attached to this Report as Exhibit 10.1.
  
  
  
  <PAGE>
  
  
           (b)   Appointment of Additional Director
  
           In December 1996, the Company  appointed Jerry T. Jackson as a director
  of the Company, increasing the size of its Board of Directors to seven members.
  
           At the time of Mr.  Jackson's  retirement  in 1995,  he was  serving as
  Executive Vice  President of Merck & Co.,  Inc.,  where he had worked since 1965
  and had held  various  senior  management  positions,  in sales,  marketing  and
  planning.
  
           A copy of the  Company's  press  release with respect to Mr.  Jackson's
  appointment is attached to this Report as Exhibit 10.2.
  
            (c)      Review by FDA Advisory Panel Scheduled
  
           On January 9, 1997, the Company  announced that it had received  notice
  from the U.S. Food and Drug Administration  ("FDA") that the FDA has scheduled a
  review by its advisory  Radiological  Devices  Panel on February 24, 1997 of the
  Company's   pre-marketing   approval  ("PMA")   application  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. The Company filed its PMA with the FDA on October 18, 1996.
  
           A copy of the Company's press release with respect to the scheduling of
  this FDA advisory panel review is attached to this Report as Exhibit 10.3.
  
  
  <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:  February 14, 1997
  
           Molecular Biosystems, Inc.
  
  
  
  
           By:/s/ Gerard A. Wills
           Gerard A. Wills
           Vice President, Finance and
           Chief Financial Officer
  
  
  <PAGE>
  
  
  
                                    Exhibit Index
  
  
                                                              Sequentially
                                                                Numbered
  Exhibit           Description                                   Page
  
  
        10.1         Press release (December 16, 1996)             6
        10.2         Press release (December 18, 1996)             8
        10.3         Press release (January 9, 1997)               9
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8K", "secsgml_size_bytes": 6310}]
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": "97532597"}, "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 9 pages
  
                         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): December 16, 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)   Amendment to Mallinckrodt Agreement
  
           In December  1996,  Molecular  Biosystems,  Inc.  (the  "Company")  and
  Mallinckrodt  Medical,  Inc.  ("Mallinckrodt")  amended the Amended and Restated
  Distribution  Agreement  ("ARDA")  that they entered  into in September  1995 to
  expand  the  geographical  scope  of  Mallinckrodt's   exclusive  marketing  and
  distribution  rights for the  Company's  proprietary  first-generation  contrast
  agent for cardiac ultrasound imaging, ALBUNEX(R), its second generation contrast
  agent,  FS069,  and related  products.  The  amendment  extended  Mallinckrodt's
  exclusive  territory  to cover  the  territory  that the  Company  had  formerly
  licensed to Nycomed  Imaging AS ("Nycomed"),  from which the Company  reacquired
  exclusive  product rights in October 1995.  This additional  territory  includes
  Western Europe, the former Soviet Union, Africa, the Middle East and India.
  
           Under the amendment to ARDA,  Mallinckrodt  agreed to pay up to a total
  of  $12.85  million,  depending  upon the  achievement  of a  specified  product
  development  milestone.  Mallinckrodt  made an initial payment of $7.05 million,
  consisting  of  reimbursement  to the  Company of $2.7  million  that it paid to
  Nycomed to  reacquire  the  exclusive  product  rights in  Nycomed's  territory,
  payment  of $3.0  million  to the  Company  under  the  terms  of ARDA  upon the
  extension of Mallinckrodt's  exclusive rights to Nycomed's former territory, and
  payment of $1.35 million to Nycomed in satisfaction of the Company's  obligation
  to pay 45% of any amounts  that the Company  receives in excess of $2.7  million
  upon the  licensing of the former  Nycomed  territory  to a third party.  Of the
  remaining $5.8 million that may be paid,  Mallinckrodt  will pay $4.0 million to
  the  Company  (upon  the  achievement  of  the  specified  product   development
  milestone)  and $1.8  million to Nycomed  (representing  45% of the $4.0 million
  payment to the Company.)
  
           Under ARDA, the Company  manufactures all licensed products for sale to
  Mallinckrodt  at a price  generally  equal  to 40% of  Mallinckrodt's  quarterly
  average selling price to end users.  The amendment  extends this  arrangement to
  Mallinckrodt's  new territory and also requires  Mallinckrodt  to pay 60% of the
  royalty  of 2 1/2% on the first $30  million  of annual  sales and 3 1/2% on any
  annual  sales in excess of $30  million,  that the Company is required to pay to
  Nycomed in respect of product sales in its former  territory.  In addition,  the
  amendment  requires  Mallinckrodt  to pay 60% of the  royalty  of 1.25% that the
  Company is required to pay under its June 1989 license  agreement with Steven B.
  Feinstein, M.D., in respect of product sales in Mallinckrodt's new territory.
  
           A copy of the Company's  press release with respect to the amendment to
  ARDA is attached to this Report as Exhibit 10.1.
  (b)   Appointment of Additional Director
  
           In December 1996, the Company  appointed Jerry T. Jackson as a director
  of the Company, increasing the size of its Board of Directors to seven members.
  
           At the time of Mr.  Jackson's  retirement  in 1995,  he was  serving as
  Executive Vice  President of Merck & Co.,  Inc.,  where he had worked since 1965
  and had held  various  senior  management  positions,  in sales,  marketing  and
  planning.
  
           A copy of the  Company's  press  release with respect to Mr.  Jackson's
  appointment is attached to this Report as Exhibit 10.2.
  
            (c)      Review by FDA Advisory Panel Scheduled
  
           On January 9, 1997, the Company  announced that it had received  notice
  from the U.S. Food and Drug Administration  ("FDA") that the FDA has scheduled a
  review by its advisory  Radiological  Devices  Panel on February 24, 1997 of the
  Company's   pre-marketing   approval  ("PMA")   application  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. The Company filed its PMA with the FDA on October 18, 1996.
  
           A copy of the Company's press release with respect to the scheduling of
  this FDA advisory panel review is attached to this Report as Exhibit 10.3.
  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:  February 14, 1997
  
           Molecular Biosystems, Inc.
  
           By:/s/ Gerard A. Wills
           Gerard A. Wills
           Vice President, Finance and
           Chief Financial Officer
  Exhibit Index
  
                                                              Sequentially
                                                                Numbered
  Exhibit           Description                                   Page
  
        10.1         Press release (December 16, 1996)             6
        10.2         Press release (December 18, 1996)             8
        10.3         Press release (January 9, 1997)               9