AMENDMENT NO. 1
MIRAVANT MEDICAL TECHNOLOGIES
PREFERRED STOCK RIGHTS AGREEMENT
WHEREAS: The undersigned, U.S. Stock Transfer Corporation, (the "Rights
Agent"), and Miravant Medical Technologies a Delaware corporation, (the
"Company") are parties to the Miravant Medical Technologies Preferred Stock
Rights Agreement originally dated July 13, 2000, hereinafter called the
"Agreement".
WHEREAS: The Rights Agent and the Company wish to amend the definition of
"Acquiring Person" contained in Section 1 of the Agreement.
NOW, THEREFORE, the Rights Agreement is hereby amended as follows
1. The definition of "Acquiring Person" contained in Section 1 of the
Agreement is hereby amended to read as follows:
"Acquiring Person" shall mean any Person, who or which, together with all
Affiliates and Associates of such Person, shall be the Beneficial Owner of 20%
or more of the Common Shares then outstanding, but shall not include the
Company, any Subsidiary of the Company or any employee benefit plan of the
Company or of any Subsidiary of the Company, or any entity holding Common Shares
for or pursuant to the terms of any such plan, nor shall it include the
acquisition of 20% or more of the Common Shares then outstanding by Pharmacia
Corporation or any subsidiary owned or controlled by Pharmacia Corporation
(collectively "Pharmacia Group"): (i) acquired by the Pharmacia Group after an
Event of Default, as defined in the Amended and Restated Credit Agreement ,
between the Company and Pharmacia Treasury Services AB as amended, modified or
supplemented ("Credit Agreement"), (ii) acquired by the Pharmacia Group which,
when taken together with the number of Common Shares held by the Pharmacia Group
as of the date of such acquisition, do not exceed 25% of the aggregate number of
Common Shares outstanding as of the date of such acquisition or (iii) acquired
by the Pharmacia Group pursuant to Section 2.03 of the Credit Agreement or upon
exercise of any Warrants held by the Pharmacia Group or acquired by the
Pharmacia Group pursuant to the Credit Agreement or that certain Warrant
Agreement, dated February 19, 1999, between the Company and Pharmacia Treasury
Services AB, as amended, modified or supplemented. Notwithstanding the
foregoing, no Person shall be deemed to be an Acquiring Person as the result of
an acquisition of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 20% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall become the Beneficial
Owner of 20% or more of the Common Shares of the Company then outstanding by
reason of share purchases by the Company and shall, after such share purchases
by the Company, become the Beneficial Owner of any additional Common Shares of
the Company (other than pursuant to a dividend or distribution paid or made by
the Company on the outstanding Common Shares in Common Shares or pursuant to a
split or subdivision of the outstanding Common Shares), then such Person shall
be deemed to be an Acquiring Person unless upon becoming the Beneficial Owner of
such additional Common Shares of the Company such Person does not beneficially
own 20% or more of the Common Shares of the Company then outstanding.
Notwithstanding the foregoing, (i) if the Company's Board of Directors
determines in good faith that a Person who would otherwise be an "Acquiring
Person," as defined pursuant to the foregoing provisions of this paragraph (a),
has become such inadvertently (including, without limitation, because (A) such
Person was unaware that it beneficially owned a percentage of the Common Shares
that would otherwise cause such Person to be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this paragraph (a), or (B) such Person
was aware of the extent of the Common Shares it beneficially owned but had no
actual knowledge of the consequences of such beneficial ownership under this
Agreement) and without any intention of changing or influencing control of the
Company, and if such Person divested or divests as promptly as practicable a
sufficient number of Common Shares so that such Person would no longer be an
"Acquiring Person," as defined pursuant to the foregoing provisions of this
paragraph (a), then such Person shall not be deemed to be or to have become an
"Acquiring Person" for any purposes of this Agreement; and (ii) if, as of the
date hereof, any Person is the Beneficial Owner of 20% or more of the Common
Shares outstanding, such Person shall not be or become an "Acquiring Person," as
defined pursuant to the foregoing provisions of this paragraph (a), unless and
until such time as such Person shall become the Beneficial Owner of additional
Common Shares (other than pursuant to a dividend or distribution paid or made by
the Company on the outstanding Common Shares in Common Shares or pursuant to a
split or subdivision of the outstanding Common Shares), unless, upon becoming
the Beneficial Owner of such additional Common Shares, such Person is not then
the Beneficial Owner of 20% or more of the Common Shares then outstanding.
2. In all other respects, the Miravant Medical Technologies Preferred
Rights Agreement is ratified as issued by the Company and by the Rights Agent.
3. The Effective Date of this Amendment is April 24, 2001.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be
effective on the date written above.
Miravant Medical Technologies The "Rights Agent":
a Delaware Corporation
By: _____________________________ _____________________________
Xxxx X. Xxxxxxx U.S. Stock Transfer Corporation
CEO Xxxxxxx Xxxxx
Vice President
