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Lantheus Medical Imaging

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Prospectus brochure de l'obligation Lantheus Medical Imaging US516545AC45 en USD 9.75%, échue

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Lantheus Holdings, Inc., anciennement Lantheus Medical Imaging, est une société biopharmaceutique spécialisée dans le développement, la fabrication et la commercialisation d'agents d'imagerie médicale et de produits pharmaceutiques diagnostiques.

L'Obligation émise par Lantheus Medical Imaging ( Etats-unis ) , en USD, avec le code ISIN US516545AC45, paye un coupon de 9.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2017

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424B3 1 a2201507z424b3.htm 424(B)(3)
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TABLE OF CONTENTS
TABLE OF CONTENTS 2
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-169785
PROSPECTUS

LANTHEUS MEDICAL IMAGING, INC.
OFFER TO EXCHANGE
All Outstanding
9.750% Senior Notes due 2017 (the "Restricted Notes")
for
9.750% Senior Notes due 2017
the issuance of each of which has been registered under the Securities Act of 1933 (the "Exchange Notes" and, collectively with the Restricted Notes, the "notes").
We refer herein to the foregoing offer to exchange as the "exchange offer."
The exchange offer will expire at 5:00 p.m., New York City time, on February 1, 2011, unless we extend the exchange offer in our sole and absolute
discretion.
Material Terms of the Exchange Offer
·
The only conditions to completing the exchange offer are that the exchange offer not violate applicable law or any applicable interpretation of the staff of the
Securities and Exchange Commission, which we refer to as the SEC or the Commission; no action or proceeding shall have been instituted or threatened in
any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer and no material adverse development
shall have occurred in any existing action or proceeding with respect to us; and all governmental approvals shall have been obtained, which approvals we
deem necessary for the consummation of the exchange offer.
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·
We will exchange all outstanding Restricted Notes that are validly tendered and not withdrawn prior to the expiration or termination of the exchange offer
for an equal principal amount of Exchange Notes.

·
You may withdraw tenders of Restricted Notes at any time prior to the expiration or termination of the exchange offer.

·
Restricted Notes may be tendered only in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

·
The terms of the Exchange Notes are substantially identical in all material respects to those of the Restricted Notes, except that transfer restrictions,
registration rights and additional interest provisions relating to the Restricted Notes do not apply to the Exchange Notes. The Exchange Notes will be issued
under the same indenture as the Restricted Notes.

·
We will not receive any proceeds from the exchange offer.
Results of the Exchange Offer
·
The Exchange Notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list
the Exchange Notes or Restricted Notes on a national market.

·
All outstanding Restricted Notes not tendered will continue to be subject to the restrictions on transfer set forth in the outstanding Restricted Notes and the
related indenture. In general, outstanding Restricted Notes may not be offered or sold, unless registered under the Securities Act of 1933, as amended (the
"Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

·
Other than in connection with the exchange offer, we do not plan to register the outstanding Restricted Notes under the Securities Act.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of Exchange Notes received in exchange for Restricted Notes where such Restricted Notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the expiration date of the exchange offer, we will make this
prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution" on page 199.
Consider carefully the "Risk Factors" beginning on page 16 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 30, 2010
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Table of Contents

TABLE OF CONTENTS
Summary
1
Risk Factors
16
Cautionary Note Regarding Forward-Looking Statements
39
The Exchange Offer
41
Basis of Financial Information
51
Non-GAAP Financial Measures
52
Use of Proceeds
53
Ratio of Earnings to Fixed Charges
53
Capitalization
54
Selected Consolidated Financial Data
55
Management's Discussion and Analysis of Financial Condition and Results of Operations
57
Industry and Market Data
89
Business
90
Industry
113
Management
117
Executive and Director Compensation
121
Principal Stockholders
136
Certain Relationships and Related Party Transactions
137
Description of Other Indebtedness
138
Description of the Exchange Notes
140
Plan of Distribution
199
Certain U.S. Federal Income Tax Considerations of the Exchange Offer
200
Legal Matters
201
Experts
201
Where You Can Find More Information
201
Index to Consolidated Financial Statements
F-1
This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this prospectus. This
information is available without charge to you upon written or oral request. If you would like a copy of any of this information, please submit your request to Lantheus
Medical Imaging, Inc., 331 Treble Cove Rd., Building 600-2, N. Billerica, Massachusetts 01862, Attention: General Counsel, (978) 671-8408. In order to ensure timely
delivery of such documents, you must request this information no later than five business days before the date you must make your investment decision. Accordingly, you
should make any request for documents by January 25, 2011 to ensure timely delivery of documents prior to the expiration date.
No person has been authorized to give any information or to make any representations other than those contained in this prospectus and, if given or made, such
information and representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy
any securities other than the securities to which it relates or any offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in our affairs since the date hereof or that the information contained herein is correct as of any time subsequent to its date.
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TRADEMARKS
We own or have the rights to various trademarks, service marks and trade names, including, among others, the following: DEFINITY®, Ablavar®, TechneLite®,
Cardiolite®, Neurolite®, Vialmix® and Lantheus Medical Imaging® referred to in this prospectus. Solely for convenience, we refer to trademarks, service marks and trade
names in this prospectus without the TM, SM and ® symbols. Such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted
under applicable law, our rights to our trademarks, service marks and trade names. Each trademark, trade name or service mark of any other company appearing in this
prospectus, such as Myoview®, Vasovist® and Optison® are, to our knowledge, owned by such other company.
i
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SUMMARY
This summary highlights information appearing elsewhere in this prospectus. You should carefully read the entire prospectus, including the section entitled "Risk
Factors," and the financial statements and related notes before deciding to participate in the exchange offer. Unless the context requires otherwise, references to
"Lantheus," "our company," "we," "us" and "our" refer to Lantheus Medical Imaging, Inc. and its direct and indirect subsidiaries, references to "Lantheus Intermediate"
refer to Lantheus MI Intermediate, Inc., and references to "Holdings" refer to Lantheus MI Holdings, Inc.
Overview
We are a leading specialty pharmaceutical company that develops, manufactures and distributes innovative diagnostic medical imaging products on a global basis. Our
current imaging agents primarily assist in the diagnosis of heart, vascular and other diseases using nuclear imaging, echocardiography and magnetic resonance imaging
("MRI") technologies. We also have a full clinical and preclinical development pipeline of next-generation and first-in-class products that use Positron Emission
Tomography ("PET") and MRI technologies. We believe that our products offer significant benefits to patients, healthcare providers and the overall healthcare system. As a
result of more accurate diagnosis of disease, we believe our products allow healthcare providers to make more informed patient care decisions, potentially improving
outcomes, reducing patient risk and decreasing costs for payors and the entire healthcare system.
With direct operations in the United States, Puerto Rico, Canada and Australia, we have a long and distinguished history of developing and commercializing
innovative market-changing products. Our principal branded products include DEFINITY, Cardiolite and TechneLite, which, in the aggregate, accounted for approximately
76% of our total revenues in 2009.
·
DEFINITY. DEFINITY Vial for (Perflutren Lipid Microsphere) Injectable Suspension is the leading ultrasound contrast agent used in ultrasound exams of
the heart, also known as echocardiographic exams.

·
Cardiolite. Cardiolite (Kit for Preparation of Technetium Tc99m Sestamibi for Injection) is the leading technetium-based radiopharmaceutical used in
Single Photon Emission Computed Tomography ("SPECT") myocardial perfusion imaging ("MPI") procedures. Cardiolite is primarily used for detecting
coronary artery disease.

·
TechneLite. TechneLite is a technetium-based generator which provides the essential medical isotope used by radiopharmacies to radiolabel Cardiolite and
other Tc-99m-based radiopharmaceuticals used in nuclear medicine procedures.
In addition to our broad portfolio of products developed internally, which are protected by patents we own in the United States and numerous foreign jurisdictions, we
actively seek acquisition, in-licensing and co-promotion opportunities to further expand our portfolio and leverage our core capabilities in the diagnostic medical imaging
space. We purchased from EPIX Pharmaceuticals, Inc. ("EPIX") its U.S., Canadian and Australian rights to Ablavar, a magnetic resonance angiography ("MRA") imaging
agent recently approved by the U.S. Food and Drug Administration ("FDA"), in April 2009 and the balance of the worldwide rights in June 2010. Ablavar is a gadolinium-
based contrast agent indicated to evaluate aortoiliac occlusive disease in adults with known or suspected peripheral vascular disease and is the first contrast agent approved
for an MRA indication in the United States.
We distribute our products in the United States and internationally through radiopharmacies, distributor relationships and our direct sales force. In addition, we both
own radiopharmacies and sell directly to end-users in Australia, Canada and Puerto Rico. In the rest of the world, including Europe, Asia and Latin America, we utilize
distributor relationships to distribute our products.
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To supplement our portfolio of marketed products, we have an experienced research and development ("R&D") team with expertise across the discovery, preclinical
and clinical development continuum, including Phase IV post-marketing studies.
Risks Associated with Our Business
You should carefully consider the risks discussed in the "Risk Factors" section beginning on page 16 of this prospectus, together with the other information contained
in this prospectus, prior to deciding whether to participate in the exchange offer or invest in the notes. Some of these risks include:
·
The global supply of Molybdenum-99 ("Moly") is fragile and not stable, and we depend on a limited number of third party suppliers, which could prevent us
from delivering our products to our customers in the required quantities, within the required timeframes, or at all, resulting in order cancellations and
decreased revenues;

·
a significant portion of our patient volume is derived from U.S. government healthcare programs, principally Medicare, which are highly regulated and
subject to frequent and substantial changes, including increasing cost containment pressures;

·
the process of developing new drugs and obtaining regulatory approval for our product candidates is complex, time-consuming and costly, and the outcome
is not certain; and

·
the market for diagnostic medical imaging agents is highly competitive and continually evolving, with our principal competitors being large, global
companies and certain of our products subject to generic competition.
Corporate History
Founded in 1956 as New England Nuclear Corporation, we were purchased by E. I. du Pont de Nemours and Company in 1981. Bristol-Myers Squibb Company
("BMS") subsequently acquired the diagnostic medical imaging business as part of its acquisition of DuPont Pharmaceuticals in 2001. Avista Capital Partners, L.P. and
affiliates (collectively, "Avista") acquired the medical imaging business from BMS in January 2008 (the "Acquisition").
Our Sponsor
Avista is a leading private equity firm with offices in New York, NY, Houston, TX and London, UK. Founded in 2005 as a spin-out from the former DLJ Merchant
Banking Partners ("DLJMB") franchise, Avista's strategy is to make controlling or influential minority investments primarily in growth-oriented energy, healthcare, media,
consumer and industrial companies. Through its team of seasoned investment professionals and industry experts, Avista seeks to partner with exceptional management
teams to invest in and add value to well-positioned businesses.
Our Executive Offices
Our principal executive offices are located at 331 Treble Cove Road, North Billerica, Massachusetts 01862, and our telephone number at that address is (978) 671-
8001. Our web site is located at www.lantheus.com. The information on our web site is not part of, and is not incorporated into, this prospectus.
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Summary of the Terms of the Exchange Offer
On May 10, 2010, we completed the private offering of $250,000,000 aggregate principal amount of our Restricted Notes. We refer to the issuance of the Restricted
Notes in this prospectus as the "original issuance."
At the time of the original issuance, we entered into a registration rights agreement with the initial purchasers of the Restricted Notes in which we agreed to, among
other things, complete an exchange offer for the Restricted Notes. You are entitled to exchange your Restricted Notes in the exchange offer for Exchange Notes (as defined
below) with identical terms, except that the Exchange Notes will have been registered under the Securities Act, will not bear legends restricting their transfer or contain
additional interest provisions. The Exchange Notes will be issued under the same indenture as the Restricted Notes. Unless you are a broker-dealer or unable to participate
in the exchange offer, we believe that the Exchange Notes to be issued in the exchange offer may be resold by you without compliance with the registration and prospectus
delivery requirements of the Securities Act. You should read the discussions under the headings "The Exchange Offer" and "Description of the Exchange Notes" for further
information regarding the Exchange Notes.
Registration Rights Agreement

Under the registration rights agreement, we are obligated to offer to exchange the Restricted Notes for
Exchange Notes with substantially identical terms. The exchange offer is intended to satisfy that
obligation. After the exchange offer is complete, you will no longer be entitled to any exchange or
registration rights with respect to your Restricted Notes.
The Exchange Offer

We are offering to exchange up to $250,000,000 aggregate principal amount of 9.750% Senior
Exchange Notes due 2017 (the "Exchange Notes") for a like principal amount of the Restricted Notes
to satisfy our obligations under the registration rights agreement.

If we fail to satisfy our registration obligations under the registration rights agreement, including, if
required, our obligation to have an effective shelf registration statement for the Restricted Notes, we
may be required to pay additional interest to the holders of the Restricted Notes, up to a maximum of
1.00% per year. See "The Exchange Offer--Purpose and Effect."

In order to be exchanged, Restricted Notes must be properly tendered and accepted. All Restricted
Notes that are validly tendered and not validly withdrawn will be accepted and exchanged.
We will issue the Exchange Notes promptly after the expiration of the exchange offer.
Resales of the Exchange Notes

We believe that the Exchange Notes to be issued in the exchange offer may be offered for resale,
resold and otherwise transferred by you without compliance with the registration and prospectus
delivery provisions of the Securities Act if, but only if, you meet the following conditions:

· the Exchange Notes to be issued to you in the exchange offer are acquired in the ordinary
course of your business;
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· at the time of the commencement of the exchange offer, you have no arrangement or
understanding with any person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Notes to be issued to you in the exchange offer in violation
of the Securities Act;
· you are not our affiliate, as that term is defined in Rule 405 of the Securities Act;

· you are not engaging in, and do not intend to engage in, a distribution of the Exchange Notes
to be issued to you in the exchange offer;

· if you are a participating broker-dealer that will receive Exchange Notes for your own
account in exchange for the Restricted Notes that were acquired as a result of market-making
or other trading activities, that you will deliver a prospectus in connection with any resale of
the Exchange Notes; and

· you are not acting on behalf of any persons or entities who could not truthfully make the
foregoing representations.

Our belief is based on interpretations by the staff of the Commission, as set forth in no-action letters
issued to third parties unrelated to us. The staff has not considered the exchange offer in the context of
a no-action letter, and we cannot assure you that the staff would make a similar determination with
respect to the exchange offer.

If you do not meet the above conditions, you may not participate in the exchange offer or sell, transfer
or otherwise dispose of any Restricted Notes unless (i) they have been registered for resale by you
under the Securities Act and you deliver a "resale" prospectus meeting the requirements of the
Securities Act or (ii) you sell, transfer or otherwise dispose of the Exchange Notes in accordance with
an applicable exemption from the registration requirements of the Securities Act.

Each broker-dealer that received Exchange Notes in the exchange offer for its own account in
exchange for Restricted Notes that were acquired by that broker-dealer as a result of market-making
activities or other trading activities must acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any of its resales of those Exchange Notes. A
broker-dealer may use this prospectus to offer to resell, resell or otherwise transfer those Exchange
Notes. See "Plan of Distribution." A broker-dealer may use this prospectus for an offer to resell or to
otherwise transfer those Exchange Notes for a period of 180 days after the expiration of the exchange
offer.
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