June 8, 1998
Miravant Medical Technologies
0000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
X.X.X.
Attn: Xxxx X. Xxxxxxx, Ph.D.
Re: Pharmacia & Upjohn ("P&U")/
Miravant Medical Technologies ("Miravant") - Right of First Refusal
Dear Xxxx:
We have today agreed to amend that certain Development and Commercial
Supply Agreement, dated as of August 31, 1994, between Miravant and Pharmacia &
Upjohn & Co. (successor to Pharmacia, Inc.) (such agreement, as amended on the
date hereof, is referred to as the "Xxxxxxx Agreement"). Under Section 16.6 of
the Xxxxxxx Agreement, P&U has the right to assign the Xxxxxxx Agreement to a
third party which acquires its production facility in Clayton, North Carolina
(the "Xxxxxxx Facility"). As you were previously informed by P&U, Pharmacia &
Upjohn Inc. has now entered into an agreement with *****, under which P&U will
***** its entire worldwide parenteral nutrition and fluids therapy business,
including the Xxxxxxx Facility and other production plants.
We understand that Miravant consents to our assignment of the Xxxxxxx
Agreement and releases P&U from all liabilities and obligations under the
Xxxxxxx Agreement from and after the effective date of such assignment, subject
to the following:
1. P&U shall retain rights to all information relating to the analytical
methods in the DMF relating to the Miravant ***** being developed and
produced at the Xxxxxxx Facility *****;
2. ***** shall assume in writing to Miravant all of P&U's obligations under
the Xxxxxxx Agreement;
3. ***** and P&U shall also negotiate toward a separate supply agreement under
which ***** will supply P&U directly its commercial requirements of the
Miravant Product, to the extent P&U or one or more of its Affiliates has
the right to sell the Miravant Product. If we conclude such an agreement,
(a) Miravant will continue to supply the ***** to ***** under the terms set
forth in the Xxxxxxx Agreement; and (b) Miravant will continue to have all
other rights and obligations it now has under the Xxxxxxx Agreement,
including participation in the development of the formulation of the
Miravant Product, purchase clinical supplies, and purchase its commercial
requirements of the Miravant Product for uses outside of any fields for
which P&U has marketing rights.
4. *****
Please indicate your consent to the assignment of the Xxxxxxx Agreement on the
terms set forth above by signing and returning a copy of this letter.
Very truly yours,
PHARMACIA & UPJOHN, INC.
By:/S/
----------------------------------
Title:_______________________________
AGREED TO:
MIRAVANT MEDICAL TECHNOLOGIES
By:/S/
--------------------------------------------
Xxxx X. Xxxxxxx, Chairman of the Board
and Chief Executive Officer
***** Confidential Treatment Requested
