AMENDMENT NO. 2
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 and amended on April 24, 2001,
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 (A)
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; or (B) any "Excepted
Entity" (as defined in Section 1(pp) below) as a result of a transfer among any
of the Excepted Entities of Common Shares (or securities convertible into Common
Shares) held by any of the Excepted Entities on December 31, 2004.
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. The following language shall be added as Section 1(pp) to the Agreement:
" `Excepted Entities' shall mean the following:
GORUMNA, LTD. (BVI) PLEYEL HOLDINGS, LIMITED (BVI) BIG CAT
CAPITAL, LIMITED (BVI) ACACIAS FINANCIAL, LIMITED (BVI) ALERT
INVESTMENTS, LIMITED (BVI) CAMELFORD HOLDINGS, LIMITED (BVI)
DANUBE FINANCIAL, LIMITED (BVI) DELICE FINANCIAL, LIMITED
(BVI) IRIS FINANCIAL, LIMITED (BVI) PEARL WAVES, INC. (BVI)
PRINCESS FINANCE LIMITED, A BVI COMPANY BOMOSEEN INVESTMENTS,
LIMITED DANDELION INTERNATIONAL, LIMITED KINARO INVESTMENTS
S.A. MOREBATH HOLDINGS, LIMITED SAULES HOLDINGS, LIMITED
SILVER CREEK INVESTMENTS, LIMITED ST. CLOUD INVESTMENTS,
LIMITED TIOMAN FINANCE, LIMITED."
3. In all other respects, the Miravant Medical Technologies Preferred
Rights Agreement is ratified as issued and amended by the Company and by the
Rights Agent.
4. The Effective Date of this Amendment is December 31, 2004.
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: /s/ Xxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxx
_____________________________ _____________________________
Xxxx X. Xxxxxxx U.S. Stock Transfer Corporation
CEO Xxxxxxx Xxxxx
Vice President
