EXHIBIT 2
---------
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") is made as of March 14, 2000 to that
certain Rights Agreement (the "Rights Agreement") dated as of July 14, 1998, by
and between MGI Pharma, Inc., a Minnesota corporation (the "Company"), and
Norwest Bank Minnesota, N.A., (the "Rights Agent"). All terms not otherwise
defined herein shall have the meanings ascribed to them in the Rights Agreement.
WHEREAS, the Company and the Rights Agent have previously entered into the
Rights Agreement specifying the terms of the Rights; and
WHEREAS, Section 27 of the Rights Agreement provides that, prior to the
time that any Person becomes an Acquiring Person, the Company may change or
supplement any provision in the Rights Agreement in any manner which the Company
may deem necessary or desirable, without the approval of any holders of Right
Certificates; and
WHEREAS, no Person has become an Acquiring Person; and
WHEREAS, the Company deems it necessary and desirable to amend the Rights
Agreement to increase the initial exercise price of the Rights from $50 per
Right to $200 per Right, subject to adjustment as provided therein.
In consideration of the mutual agreements set forth herein and referenced
herein, the parties hereby agree as follows:
1. Amendment to Section 3(c). In the legend in Section 3(c) of the Rights
Agreement, "Rights Agreement between MGI Pharma, Inc. and Norwest Bank
Minnesota, N.A., dated as of July 14, 1998 (the "Rights Agreement")" is replaced
with "Rights Agreement between MGI Pharma, Inc. and Norwest Bank Minnesota,
N.A., dated as of July 14, 1998, as amended on March 14, 2000 (the "Rights
Agreement")."
2. Amendment to Section 7(b). In Section 7(b) of the Rights Agreement,
"$50" is replaced with "$200."
3. Amendment to Exhibit B. In Exhibit B (Form of Right Certificates) to the
Rights Agreement, in the first paragraph, "Rights Agreement, dated as of July
14, 1998 (the "Rights Agreement")" is replaced with "Rights Agreement, dated as
of July 14, 1998, as amended on March 14, 2000 (the "Rights Agreement")"; and
"at a purchase price of $50" is replaced with "at a purchase price of $200."
4. Other provisions. Except as expressly modified by the terms of this
Amendment, the terms and conditions of the Rights Agreement and its respective
appendices shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties to the Rights Agreement has
executed this Amendment by its duly authorized representatives as of the date
first above written.
MGI PHARMA, INC.
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
Chief Executive Officer
NORWEST BANK MINNESOTA, N.A.
By /s/ Xxxxx X. Xxxxxx
-------------------------------------
Xxxxx X. Xxxxxx
Vice President
2
