EXHIBIT H ===================================================================== =========== CREDIT AGREEMENTCredit Agreement • March 1st, 1999 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • New York
JOINT FILING AGREEMENTJoint Filing Agreement • April 10th, 2000 • Pharmacia & Upjohn Inc • Pharmaceutical preparations
EXHIBIT F WARRANT AGREEMENT WARRANT AGREEMENT (this "Agreement"), dated as of February 18, 1999, between MIRAVANT MEDICAL TECHNOLOGIES, a Delaware corporation (the "Company"), and PHARMACIA & UPJOHN TREASURY SERVICES AB, a Swedish corporation (the...Warrant Agreement • March 1st, 1999 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • New York
EXHIBIT G REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 18, 1999 (this "Agreement") by and between Miravant Medical Technologies, a Delaware corporation (the "Company"), and Pharmacia & Upjohn, Inc., a Delaware...Registration Rights Agreement • March 1st, 1999 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • New York
JOINT FILING AGREEMENT ----------------------Joint Filing Agreement • March 1st, 1999 • Pharmacia & Upjohn Inc • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Miravant Medical Technologies, and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 19, 1999Agreement and Plan of Merger • December 29th, 1999 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • Delaware
as Trustee 2 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:Indenture • July 13th, 1999 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • New York
1 PHARMACIA & UPJOHN, INC. COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENTPharmacia & Upjohn Inc • January 12th, 1999 • Pharmaceutical preparations • New York
PAGE ---- Section 1.1 The Merger.................................................. A-2 Section 1.2 Closing..................................................... A-2 Section 1.3 Effective Time.............................................. A-2 Section...Agreement and Plan of Merger • April 13th, 2000 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • Delaware
EXHIBIT 2.2 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of December 19, 1999 (the "Agreement"), by and between Monsanto Company, a Delaware corporation ("Issuer"), and Pharmacia & Upjohn, Inc., a Delaware corporation ("Grantee"). WHEREAS,...Stock Option Agreement • December 29th, 1999 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • December 2nd, 1998 • Pharmacia & Upjohn Inc • Pharmaceutical preparations
JOINT FILING STATEMENTJoint Filing Statement • April 10th, 2000 • Pharmacia & Upjohn Inc • Pharmaceutical preparations
EXHIBIT 1.1 PHARMACIA & UPJOHN, INC. (a Delaware corporation) Debt Securities -- Debt Warrants Preferred Stock -- Common Stock UNDERWRITING AGREEMENT Dated as of ________, 1999 ----------------------------------------------------------...Underwriting Agreement • July 13th, 1999 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • New York
1 EXHIBIT (10)(F) February 10, 1998 Mr. C. J. Coughlin 28 Old Harter Road Morristown, NJ 07960 Dear Chris: This letter confirms the terms of our offer for your employment as Executive Vice President and Chief Financial Officer of Pharmacia & Upjohn,...Pharmacia & Upjohn Inc • March 30th, 1999 • Pharmaceutical preparations • New Jersey
STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • March 5th, 1997 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • Delaware
Project Phosphate Term SheetPharmacia & Upjohn Inc • December 2nd, 1998 • Pharmaceutical preparations
EXHIBIT (10)(G) March 8, 1996 Mr. Ken Cyrus Pharmacia & Upjohn Management Co. Ltd. Knyvett House The Causeway Staines, U.K. Dear Ken: To confirm our prior understanding, you will not enter into a new employment agreement with either Pharmacia &...Pharmacia & Upjohn Inc • March 31st, 1997 • Pharmaceutical preparations
1 Exhibit 10(c) November 15, 1999 Mr. Fred Hassan Pharmacia & Upjohn 100 Route 206 North Peapack, NJ 07977 Dear Fred: As Chairman of the Compensation Committee and on behalf of the Company's Board of Directors (the "Board"), I am pleased to confirm...Pharmacia & Upjohn Inc • March 20th, 2000 • Pharmaceutical preparations • New Jersey
EXHIBIT D EQUITY INVESTMENT AGREEMENT EQUITY INVESTMENT AGREEMENT (this "Agreement"), dated as of January 15, 1999, between Miravant Medical Technologies, a Delaware corporation (the "Company"), Pharmacia & Upjohn, Inc., a Delaware corporation (the...D Equity Investment Agreement • March 1st, 1999 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • New York
CONTRACT MODIFICATION AND TERMINATION AGREEMENTContract Modification and Termination Agreement • March 15th, 2002 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • New York
The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
April 18, 1997 Dr. John L. Zabriskie 7051 Verdi Way Naples, Florida 34108 Dear Dr. Zabriskie: This letter agreement (the "Agreement") will confirm our agreement regarding your separation from Pharmacia & Upjohn Management Company Ltd. (the "Company")...Letter Agreement • May 9th, 1997 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • Michigan
AMENDMENT TO THE UPJOHN MANAGEMENT INCENTIVE PROGRAM OF 1992Pharmacia & Upjohn Inc • November 2nd, 1995 • Pharmaceutical preparations
EXHIBIT E AGREEMENT AND AMENDMENT TO THE EQUITY INVESTMENT AGREEMENT AGREEMENT AND AMENDMENT, dated as of February 17, 1999 (the "Agreement"), to the Equity Investment Agreement, dated as of January 15, 1999, by and between Miravant Medical...Exhibit E Agreement • March 1st, 1999 • Pharmacia & Upjohn Inc • Pharmaceutical preparations • New York
EXHIBIT (10)(F) February 25, 1997 Ley S. Smith Pharmacia & Upjohn 7000 Portage Road Kalamazoo, MI 49001 U S A Dear Ley: To confirm our understanding in order to induce you to continue your employment with the Company beyond the date you might...Pharmacia & Upjohn Inc • March 31st, 1997 • Pharmaceutical preparations
JOINT FILING STATEMENTJoint Filing Statement • March 15th, 2002 • Pharmacia & Upjohn Inc • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Miravant Medical Technologies, and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
