Exhibit 4.5
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
DATED FEBRUARY 18, 1999
THIS AMENDMENT (this "Amendment") to the REGISTRATION RIGHTS AGREEMENT
DATED FEBRUARY 18, 1999 (the "Agreement"), a copy of which is attached hereto as
Exhibit A, is made by and between MIRAVANT MEDICAL TECHNOLOGIES, a Delaware
corporation ("Miravant") and PHARMACIA & UPJOHN, INC., a Delaware corporation
("Purchaser"), effective as of September 2, 2003 (the "Effective Date"). Any
defined terms used in this Amendment shall, unless otherwise stated, have the
meaning ascribed to such terms in the Agreement.
1. The term "Securities" is hereby amended to include Three Hundred and Ninety
Thousand (390,000) shares (the "Shares") of the Common Stock of MIRAVANT MEDICAL
TECHNOLOGIES issued to Pharmacia AB, a Swedish Corporation, on the Effective
Date.
2. The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the 1933 Act, and the declaration or
ordering of effectiveness of such registration statement or document.
3. Sections 2.1 and 2.2 of the Agreement are hereby deleted in their entirety,
and are replaced by the following provisions:
"2.1.Miravant shall include the Shares in the filing of Miravant's first
registration statement after the Effective Date. If the Shares have
not been registered as of the date six (6) months from the Effective
Date, Miravant shall file a registration statement covering the
registration of the Shares promptly upon Purchaser's written request.
2.2 Miravant shall file a registration statement covering the registration
of all Securities other than the Shares promptly upon Purchaser's
written request."
4. Section 2.10 of the Agreement is deleted in its entirety and is amended to
read:
"Form S-1 and S-2. The Company represents and warrants that it meets
the requirements for the use of Form S-1 and Form S-2 for registration of
the sale by the Purchaser or any of its Affiliates, of the Securities, and
the Company shall file all reports required to be filed by the Company with
the SEC in a timely manner so as to maintain such eligibility for the use
of Form S-1 and Form S-2."
5. Section 3.6 is amended to provide that all notices to Purchaser shall be
addressed as follows:
Pfizer Inc.
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Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Treasurer
And
Pfizer Inc.
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Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Senior Vice President and General Counsel
6. Purchaser may assign any or all of its rights and obligations under the
Agreement, as amended by this Amendment, to any Affiliate of Purchaser.
7. Other than as specifically set forth herein, all terms and conditions
contained in the Agreement shall remain in full force and effect without
modification.
Date: August 15, 2003 MIRAVANT MEDICAL TECHNOLOGIES
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chief Executive Officer
ACCEPTED:
Date: August 13, 2003 PHARMACIA & UPJOHN, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Secretary
Exhibit A to
Addendum to Registration Rights Agreement dated February 18, 1999
REGISTRATION RIGHTS AGREEMENT
DATED FEBRUARY 18, 1999
