[Pharmacia & Upjohn, Inc. Letterhead]
January o, 1999
Miravant Medical Technologies
0000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
This letter will confirm our agreement as follows:
1. In the event that Miravant Medical Technologies
("Miravant") develops SnET2 (as defined in Section 1.28 of the Amended and
Restated Development & License Agreement, of even date herewith, between
Pharmacia & Upjohn AB and Miravant (the "Ophthalmology Agreement")) within the
field of cardiovascular medicine (the "Field") or acquires such rights,
Pharmacia & Upjohn, Inc. ("P&U") shall have a right of first negotiation to
acquire exclusive marketing rights to SnET2 in the Field, to the extent that
Miravant has a right to grant such rights. The parties contemplate conducting a
feasibility evaluation concerning SnET2 in the Field. Thereafter, if the parties
hereto execute and deliver an agreement providing for additional development and
commercialization of SnET2 in the Field, such agreement shall extend to P&U the
same right of first negotiation with respect to any photodynamic drugs developed
by Miravant for use in the Field as are extended to P&U in respect of SnET2
pursuant to this letter agreement, subject to such termination provisions as the
parties may agree. Miravant will provide P&U's General Counsel, at 00 Xxxxxxxxx
Xxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000 with written notice that Miravant has
developed or acquired SnET2 in the Field, together with the preclinical and
clinical data then available to Miravant, or any other written notices required
herein.
2. *****
3. *****
4. *****
5. *****
*****Confidential Treatment Requested
6. THIS LETTER AGREEMENT AND ALL RIGHTS ARISING HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE.
7. This letter agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.
8. This letter agreement may not be assigned without the
written consent of the parties hereto, and any purported assignment made in
violation of this provision shall be null and void. The provisions of the
previous sentence notwithstanding, P&U may assign its rights and obligations
under this letter agreement to any of its wholly owned subsidiaries without the
consent of Miravant.
Very truly Yours,
PHARMACIA & XXXXXX, INC.
By:___________________________
Name:
Title:
Xxxxxx and accepted as of the date hereof.
MIRAVANT MEDICAL TECHNOLOGIES
By:_______________________
Name:
Title:
