Exhibit 4.1 Form of Warrant




EXHIBIT
A

 

TO

 

SECURITIES
PURCHASE AGREEMENT

 

FORM
OF WARRANT

 

NEITHER
THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES
ACT”). THIS
WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE
OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE
SECURITIES ACT OR UNLESS SUCH OFFER, SALE OR TRANSFER IS EXEMPT FROM SUCH
REGISTRATION.

 

MIRAVANT
MEDICAL TECHNOLOGIES 




COMMON
STOCK WARRANT

 

No.
__________May
3, 2005

 

MIRAVANT
MEDICAL TECHNOLOGIES, a
Delaware corporation (the “Company”),
hereby certifies that ______________________________________, its permissible
transferees, designees, successors and assigns (collectively, the “Holder”), for
value received, is entitled to purchase from the Company at any time commencing
on the effective date, as set forth in Section 1 below (the “Effective
Date”), and
terminating on the fifth anniversary of such date (the “Termination
Date”) up to
_____________ shares (each, a “Share” and
collectively the “Shares”) of the
Company’s common stock par value $0.01 per Share (the “Common
Stock”), at an
exercise price per Share equal to $1.00 (the “Exercise
Price”). The
number of Shares purchasable hereunder and the Exercise Price are subject to
adjustment as provided in Section
5
hereof.

 

1.  Exercise
of Warrant.


 

(a)  The
purchase right represented by this Warrant is exercisable, in whole or in part,
at any time and from time to time from the Date of Grant through and including
the Termination Date; provided,
however, that
Holder may not exercise this Warrant until such time as the Company’s
shareholders approve an increase in the number of authorized shares of Common
Stock to one hundred million (100,000,000) or such other number as may be
sufficient to allow for the reservation for issuance of all shares of Common
Stock underlying each outstanding security convertible or exercisable for, or
exchangeable into, Common Stock (the “Proposal”).

 

(b)  Upon
presentation and surrender of this Common Stock Warrant (this “Warrant”),
accompanied by a completed Election to Purchase in the form attached hereto as
Exhibit
A (the
“Election
to Purchase”) duly
executed, at the principal office of the Company currently located at 336 Bollay
Drive, Santa Barbara, California 93117, Attn: Chief Financial Officer, (or such
other office or agency of the Company within the United States as the Company
may designate to the Holder) together with a check payable to, or wire transfer
to, the Company in the amount of the Exercise Price multiplied by the number of
Shares being purchased, the Company or the Company’s Transfer Agent, as the case
may be, shall within three (3) business days deliver to the Holder hereof
certificates of fully paid and non-assessable Common Stock which in the
aggregate represent the number of Shares being purchased. The certificates so
delivered shall be in such denominations as may be requested by the Holder and
shall be registered in the name of the Holder or such other name as shall be
designated by the Holder. All or less than all of the purchase rights
represented by this Warrant may be exercised and, in case of the exercise of
less than all, the Company, upon surrender hereof, will at the Company’s expense
deliver to the Holder a new warrant entitling said holder to purchase the number
of Shares represented by this Warrant which have not been exercised. This
Warrant may only be exercised to the extent the Company has a sufficient number
of Shares of Common Stock available for issuance at the time of any
exercise.

 

2.  Net
Exercise. In lieu
of payment of the Exercise Price described in Section 1, the Holder may elect to
receive, without the payment by the Holder of any additional consideration,
Shares equal to the value of this Warrant or any portion hereof by the surrender
of this Warrant or such portion to the Company, with the net issue election
notice attached hereto as Exhibit
B (the
“Net
Issuance Election Notice”) duly
executed, at the office of the Company as specified in Section 1.
Thereupon, the Company shall issue to the Holder such number of fully paid and
nonassessable Shares as is computed using the following formula:

 

where: X
= Y
(A-B)

A

 


	 	
      X
      =
	
      the
      number of Shares to be issued to the Holder pursuant to this Section
      2.
      




 


	 	
      Y
      =
	
      the
      number of Shares covered by this Warrant in respect of which the net
      issuance election is made pursuant to this Section
      2.




 


	 	
      A
      =
	
      the
      fair market value of one Share, as determined in accordance with the
      provisions of this Section
      2.




 


	 	
      B
      =
	
      the
      Exercise Price in effect under this Warrant at the time the net issuance
      election is made pursuant to this Section
      2.




 

For
purposes of this Section
2, the
“fair market value” per Share shall mean:

 

i. If the
class of Shares is traded on a national securities exchange or is listed on the
Nasdaq National Market (the “NNM”) or other over-the-counter quotation system,
the fair market value shall be the last reported sale price of a Share on such
exchange or on the NNM or other over-the-counter quotation system on the last
business day before the effective date of exercise of the net issuance election
or if no such sale is made on such day, the mean of the closing bid and asked
prices for such day on such exchange, the NNM or over-the-counter quotation
system; and 

 

ii. If the
class of Shares is not so listed and bid and ask prices are not reported, the
fair market value shall be the price per Share which the Company could obtain
from a willing buyer for Shares sold by the Company, as such price shall be
determined in good faith by the Company’s Board of Directors. 

 

3.  Warrant.

 

(a)  Exchange,
Transfer and Replacement. At any
time prior to the exercise hereof, this Warrant may be exchanged upon
presentation and surrender to the Company, alone or with other warrants of like
tenor of different denominations registered in the name of the same Holder, for
another warrant or warrants of like tenor in the name of such Holder exercisable
for the aggregate number of Shares as the warrant or warrants
surrendered.

 

(b)  Replacement
of Warrant. Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Warrant and, in the case of any such loss,
theft, or destruction, upon delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company, or, in the case of any such
mutilation, upon surrender and cancellation of this Warrant, the Company, at its
expense, will execute and deliver in lieu thereof, a new Warrant of like
tenor.

 

(c)  Cancellation;
Payment of Expenses. Upon
the surrender of this Warrant in connection with any transfer, exchange or
replacement as provided in this Section
3, this
Warrant shall be promptly canceled by the Company. The Company shall pay all
taxes (other than securities transfer taxes) and all other expenses (other than
legal expenses, if any, incurred by the Holder or transferees) and charges
payable in connection with the preparation, execution and delivery of Warrants
pursuant to this Section
3.

 

(d)  Warrant
Register. The
Company shall maintain, at its principal executive offices (or at the offices of
the transfer agent for the Warrant or such other office or agency of the Company
as it may designate by notice to the holder hereof), a register for this Warrant
(the “Warrant
Register”), in
which the Company shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee
and each prior owner of this Warrant.

 

4.  Rights
and Obligations of Holders of this Warrant. The
Holder of this Warrant shall not, by virtue hereof, be entitled to any rights of
a stockholder in the Company, either at law or in equity; provided,
however, that in
the event any certificate representing shares of Common Stock or other
securities is issued to the holder hereof upon exercise of this Warrant, such
holder shall, for all purposes, be deemed to have become the holder of record of
such Common Stock on the date on which this Warrant, together with a duly
executed Election to Purchase, was surrendered and payment of the aggregate
Exercise Price was made, irrespective of the date of delivery of such Common
Stock certificate.

 

5.  Adjustments. 

 

(a)  Stock
Dividends, Reclassifications, Recapitalizations, Etc. In the
event the Company: (i) pays a dividend in Common Stock or makes a distribution
in Common Stock, (ii) subdivides its outstanding Common Stock into a greater
number of shares, (iii) combines its outstanding Common Stock into a smaller
number of shares or (iv) increases or decreases the number of shares of Common
Stock outstanding by reclassification of its Common Stock (including a
recapitalization in connection with a consolidation or merger in which the
Company is the continuing corporation), then (1) the Exercise Price on the
record date of such division or distribution or the effective date of such
action shall be adjusted by multiplying such Exercise Price by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately before such event and the denominator of which is the number of
shares of Common Stock outstanding immediately after such event, and (2) the
number of shares of Common Stock for which this Warrant may be exercised
immediately before such event shall be adjusted by multiplying such number by a
fraction, the numerator of which is the Exercise Price immediately before such
event and the denominator of which is the Exercise Price immediately after such
event.

 

(b)  Cash
Dividends and Other Distributions. In the
event that at any time or from time to time the Company shall distribute to all
holders of Common Stock (i) any dividend or other distribution of cash,
evidences of its indebtedness, shares of its capital stock or any other
properties or securities or (ii) any options, warrants or other rights to
subscribe for or purchase any of the foregoing (other than in each case, (w) the
issuance of any rights under a shareholder rights plan, (x) any dividend or
distribution described in Section
5(a), (y) any
rights, options, warrants or securities described in Section
5(c) and (z)
any cash dividends or other cash distributions from current or retained
earnings), then the number of shares of Common Stock issuable upon the exercise
of this Warrant shall be increased to a number determined by multiplying the
number of shares of Common Stock issuable upon the exercise of this Warrant
immediately prior to the record date for any such dividend or distribution by a
fraction, the numerator of which shall be such Current Market Value (as
hereinafter defined) per share of Common Stock on the record date for such
dividend or distribution, and the denominator of which shall be such Current
Market Value per share of Common Stock on the record date for such dividend or
distribution less the sum of (x) the amount of cash, if any, distributed per
share of Common Stock and (y) the fair value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be evidenced by a
board resolution, a copy of which will be sent to the Holders upon request) of
the portion, if any, of the distribution applicable to one share of Common Stock
consisting of evidences of indebtedness, shares of stock, securities, other
property, warrants, options or subscription or purchase rights; and the Exercise
Price shall be adjusted to a number determined by dividing the Exercise Price
immediately prior to such record date by the above fraction. Such adjustments
shall be made whenever any distribution is made and shall become effective as of
the date of distribution, retroactive to the record date for any such
distribution. No adjustment shall be made pursuant to this Section
5(b) which
shall have the effect of decreasing the number of shares of Common Stock
issuable upon exercise of this Warrant or increasing the Exercise Price.


 

(c)  Combination:
Liquidation. (i)
Except as provided in Section
5(d), in the
event of a Combination (as defined below), each Holder shall have the right to
receive upon exercise of the Warrant the kind and amount of shares of capital
stock or other securities or property which such Holder would have been entitled
to receive upon or as a result of such Combination had such Warrant been
exercised immediately prior to such event (subject to further adjustment in
accordance with the terms hereof). Unless paragraph (ii) is applicable to a
Combination, the Company shall provide that the surviving or acquiring Person
(the “Successor
Company”) in
such Combination will assume by written instrument the obligations under this
Section
5 and the
obligations to deliver to the Holder such shares of stock, securities or assets
as, in accordance with the foregoing provisions, the Holder may be entitled to
acquire. “Combination” means
an event in which the Company consolidates with, mergers with or into, or sells
all or substantially all of its assets to another Person, where “Person” means
any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity;
(ii) In the event of (x) a Combination where consideration to the holders of
Common Stock in exchange for their shares is payable solely in cash or (y) the
dissolution, liquidation or winding-up of the Company, the Holders shall be
entitled to receive, upon surrender of their Warrant, distributions on an equal
basis with the holders of Common Stock or other securities issuable upon
exercise of the Warrant, as if the Warrant had been exercised immediately prior
to such event, less the Exercise Price. In case of any Combination described in
this Section
5, the
surviving or acquiring Person and, in the event of any dissolution, liquidation
or winding-up of the Company, the Company, shall deposit promptly with an agent
or trustee for the benefit of the Holders of the funds, if any, necessary to pay
to the Holders the amounts to which they are entitled as described above. After
such funds and the surrendered Warrant are received, the Company is required to
deliver a check in such amount as is appropriate (or, in the case or
consideration other than cash, such other consideration as is appropriate) to
such Person or Persons as it may be directed in writing by the Holders
surrendering such Warrant.

 

(d)  Subsequent
Equity Sales. If the
Company or any subsidiary thereof, as applicable, at any time while this Warrant
is outstanding, shall offer, sell, grant any option to purchase or offer, sell
or grant any right to reprice its securities, or otherwise dispose of or issue
(or announce any offer, sale, grant or any option to purchase or other
disposition) any Common Stock or Common Stock Equivalents entitling any Person
to acquire shares of Common Stock, at an effective price per share less than the
then Exercise Price (such lower price, the "Base Share Price"), as adjusted
hereunder (if the holder of the Common Stock or Common Stock Equivalents so
issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise,
or due to warrants, options or rights per share which is issued in connection
with such issuance, be entitled to receive shares of Common Stock at an
effective price per share which is less than the Exercise Price, such issuance
shall be deemed to have occurred for less than the Exercise Price), then, the
Exercise Price shall immediately be reduced to the Base Share Price. Such
adjustment shall be made whenever such Common Stock or Common Stock Equivalents
are issued. The Company shall notify the Holder in writing, no later than the
second business day following the issuance of any Common Stock or Common Stock
Equivalents subject to this section, indicating therein the applicable issuance
price, or of applicable reset price, exchange price, conversion price and other
pricing terms. "Common Stock Equivalents" means any securities of the Company or
any subsidiary which would entitle the holder thereof to acquire at any time
Common Stock, including without limitation, any debt, preferred stock, rights,
options, warrants or other instrument that is at any time convertible into or
exchangeable for, or otherwise entitles the holder thereof to receive Common
Stock. This Section 5(d) shall not apply to (i) shares of Common Stock issued or
issuable to officers, directors and employees of, or consultants to, the Company
pursuant to stock grants, option plans, purchase plans or other employee stock
incentive programs or arrangements approved by the Board of Directors, or upon
exercise of options or warrants granted to such parties pursuant to any such
plan or arrangements or (ii) shares of Common Stock issued or issuable to banks,
equipment lessors or other financial institutions pursuant to a debt financing
or commercial leasing transaction approved by the Board of
Directors.

 

(e)  Notice
of Adjustment.
Whenever the Exercise Price or the number of shares of Common Stock and other
property, if any, issuable upon exercise of the Warrant is adjusted, as herein
provided, the Company shall deliver to the holders of the Warrant in accordance
with Section
11 a
certificate of the Company’s Chief Financial Officer setting forth, in
reasonable detail, the event requiring the adjustment and the method by which
such adjustment was calculated (including a description of the basis on which
(i) the Board of Directors determined the fair value of any evidences of
indebtedness, other securities or property or warrants, options or other
subscription or purchase rights and (ii) the Current Market Value of the Common
Stock was determined, if either of such determinations were required), and
specifying the Exercise Price and number of shares of Common Stock issuable upon
exercise of Warrant after giving effect to such adjustment.

 

(f)  Notice
of Certain Transactions. In the
event that the Company shall propose (a) to pay any dividend payable in
securities of any class to the holders of its Common Stock or to make any other
non-cash dividend or distribution to the holders of its Common Stock, (b) to
offer the holders of its Common Stock rights to subscribe for or to purchase any
securities convertible into shares of Common Stock or shares of stock of any
class or any other securities, rights or options, (c) to effect any capital
reorganization, reclassification, consolidation or merger affecting the class of
Common Stock, as a whole, or (d) to effect the voluntary or involuntary
dissolution, liquidation or winding-up of the Company, the Company shall, within
the time limits specified below, send to each Holder a notice of such proposed
action or offer. Such notice shall be mailed to the Holders at their addresses
as they appear in the Warrant Register (as defined in Section
3(d)), which
shall specify the record date for the purposes of such dividend, distribution or
rights, or the date such issuance or event is to take place and the date of
participation therein by the holders of Common Stock, if any such date is to be
fixed, and shall briefly indicate the effect of such action on the Common Stock
and on the number and kind of any other shares of stock and on other property,
if any, and the number of shares of Common Stock and other property, if any,
issuable upon exercise of each Warrant and the Exercise Price after giving
effect to any adjustment pursuant to Section
5 which
will be required as a result of such action. Such notice shall be given as
promptly as possible and (x) in the case of any action covered by clause (a) or
(b) above, at least ten (10) days prior to the record date for determining
holders of the Common Stock for purposes of such action or (y) in the case of
any other such action, at least twenty (20) days prior to the date of the taking
of such proposed action or the date of participation therein by the holders of
Common Stock, whichever shall be the earlier.

 

(g)  Current
Market Value.
“Current
Market Value” per
share of Common Stock or any other security at any date means (i) if the
security is not registered under the Securities Exchange Act of 1934 and/or
traded on a national securities exchange, quotation system or bulletin board, as
amended (the “Exchange
Act”), (a)
the value of the security, determined in good faith by the Board of Directors of
the Company and certified in a board resolution, based on the most recently
completed arm’s-length transaction between the Company and a Person other than
an affiliate of the Company or between any two such Persons and the closing of
which occurs on such date or shall have occurred within the six-month period
preceding such date, or (b) if no such transaction shall have occurred within
the six-month period, the value of the security as determined by an independent
financial expert or an agreed upon financial valuation model or (ii) if the
security is registered under the Exchange Act and/or traded on a national
securities exchange, quotation system or bulletin board, the average of the
daily closing bid prices (or the equivalent in an over-the-counter market) for
each day on which the Common Stock is traded for any period on the principal
securities exchange or other securities market on which the common Stock is
being traded (each, a “Trading
Day”) during
the period commencing thirty (30) days before such date and ending on the date
one day prior to such date.

 

(h)  Other
Adjustments. If the
event of any other transaction of the type contemplated by this Section
5, but not
expressly provided for by the provisions hereof, the Board of Directors of the
Company will make appropriate adjustment in the Exercise Price so as to
equitably protect the rights of the Holder. [In addition, the Exercise Price of
this Warrant shall be adjusted in accordance with Section 4.4 of the
Purchase Agreement in the event of a subsequent financing transaction as
specified therein.]

 

(i)  No
Impairment of Holder’s Rights. The
Company will not, by amendment of its certificate of incorporation or bylaws or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all action as may be necessary or appropriate in order to
protect the rights of the Holder against dilution or other
impairment.

 

6.  Company’s
Representations.
 

 

(a)  The
Company covenants and agrees that, assuming approval of the Proposal and filing
with the Delaware Secretary of State of an amended Certificate of Incorporation
reflecting such approval, all shares of Common Stock issuable upon exercise of
this Warrant Certificate will, upon delivery, be duly and validly authorized and
issued, fully-paid and non-assessable and free from all taxes, liens, claims and
encumbrances. 

 

(b)  The
Company covenants and agrees that it will seek approval from its stockholders to
the Proposal, and to the extent received will, after such approval, at all times
reserve and keep available an authorized number of shares of its Common Stock
and other applicable securities sufficient to permit the exercise in full of
this Warrant Certificate.

 

(c)  The
Company has taken all necessary action and proceedings as required and permitted
by applicable law, rule and regulation, including, without limitation, the
notification of the principal market on which the Common Stock is traded, for
the legal and valid issuance of this Warrant.

 

(d)  The
Warrant Shares, after receipt of approval of the Company’s stockholders to the
Proposal, when issued in accordance with the terms hereof, will be duly
authorized and, when paid for or issued in accordance with the terms hereof,
shall be validly issued, fully paid and non-assessable. 

 

(e)  With a
view to making available to Holder the benefits of Rule 144 promulgated under
the Act and any other rule or regulation of the Securities and Exchange
Commission (“SEC”) that
may at any time permit Holder to sell securities of the Company to the public
without registration, the Company agrees to use its reasonable best efforts
to:

 

(i) make and
keep public information available, as those terms are understood and defined in
Rule 144, at all times;

 

(ii) file with
the SEC in a timely manner all reports and other documents required of the
Company under the Act and the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”);
and

 

(iii) furnish
to any Holder forthwith upon request a written statement by the Company that it
has complied with the reporting requirements of Rule 144 and of the Act and the
Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the Company as may be
reasonably requested to permit any such Holder to take advantage of any rule or
regulation of the SEC permitting the selling of any such securities without
registration.




7.  Registration
Rights. The
Holder is entitled to the benefit of such registration rights in respect of the
Shares as are set forth in the Registration Rights Agreement dated as of May 3,
2005 by and between the Company and the Holder.

 

8.  Fractional
Shares. In lieu
of issuance of a fractional share upon any exercise hereunder, the Company will
pay the cash value of that fractional share, calculated on the basis of the
Exercise Price. 

 

9.  Legends. Prior
to issuance of the shares of Common Stock underlying this Warrant, all such
certificates representing such shares shall bear a restrictive legend to the
effect that the Shares represented by such certificate have not been registered
under the 1933 Act, and that the Shares may not be sold or transferred in the
absence of such registration or an exemption therefrom, such legend to be
substantially in the form of the bold-face language appearing at the top of Page
1 of this Warrant. 

 

10.  Disposition
of Warrants or Shares. The
Holder of this Warrant, each transferee hereof and any holder and transferee of
any Shares, by his or its acceptance thereof, agrees that no public distribution
of Warrants or Shares will be made in violation of the provisions of the 1933
Act. Furthermore, it shall be a condition to the transfer of this Warrant that
any transferee thereof deliver to the Company his or its written agreement to
accept and be bound by all of the terms and conditions contained in this
Warrant. 

 

11.  Merger
or Consolidation. The
Company will not merge or consolidate with or into any other corporation, or
sell or otherwise transfer its property, assets and business substantially as an
entirety to another corporation, unless the corporation resulting from such
merger or consolidation (if not the Company), or such transferee corporation, as
the case may be, shall expressly assume, by supplemental agreement reasonably
satisfactory in form and substance to the Holder, the due and punctual
performance and observance of each and every covenant and condition of this
Warrant to be performed and observed by the Company.

 

12.  Notices. Except
as otherwise specified herein to the contrary, all notices, requests, demands
and other communications required or desired to be given hereunder shall only be
effective if given in writing by certified or registered U.S. mail with return
receipt requested and postage prepaid; by private overnight delivery service
(e.g. Federal Express); by facsimile transmission (if no original documents or
instruments must accompany the notice); or by personal delivery. Any such notice
shall be deemed to have been given (a) on the business day immediately following
the mailing thereof, if mailed by certified or registered U.S. mail as specified
above; (b) on the business day immediately following deposit with a private
overnight delivery service if sent by said service; (c) upon receipt of
confirmation of transmission if sent by facsimile transmission; or (d) upon
personal delivery of the notice. All such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have advised the
other in the manner provided in this Section
12):

 

If
to the Company:

Miravant
Medical Technologies

336
Bollay Drive

Santa
Barbara, CA 93117

Attention:
John M. Philpott 

Chief
Financial Officer

Fax:
(805) 685-7981

Telephone:
(805) 685-9880




If
to the Holder:

____________________________

____________________________

____________________________

Attention:

Fax:

Telephone:




with
a copy to:

____________________________

____________________________

____________________________

Attention:

Fax:

Telephone:




Notwithstanding
the time of effectiveness of notices set forth in this Section, an Election to
Purchase shall not be deemed effectively given until it has been duly completed
and submitted to the Company together with this original Warrant and payment of
the Exercise Price in a manner set forth in this Section.

 

13.  Governing
Law. This
Warrant shall be governed by and construed in accordance with the laws of the
State of California applicable to contracts made and to be performed in the
State of California. 

 

14.  Successors
and Assigns. This
Warrant shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.

 

15.  Headings. The
headings of various sections of this Warrant have been inserted for reference
only and shall not affect the meaning or construction of any of the provisions
hereof.

 

16.  Severability. If any
provision of this Warrant is held to be unenforceable under applicable law, such
provision shall be excluded from this Warrant, and the balance hereof shall be
interpreted as if such provision were so excluded.

 

17.  Modification
and Waiver. This
Warrant and any provision hereof may be amended, waived, discharged or
terminated only by an instrument in writing signed by the Company and the
Holder. 

 

18.  Specific
Enforcement. The
Company and the Holder acknowledge and agree that irreparable damage would occur
in the event that any of the provisions of this Warrant were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Warrant and to
enforce specifically the terms and provisions hereof, this being in addition to
any other remedy to which either of them may be entitled by law or
equity.

 

19.  Assignment. Subject
to prior written approval by the Company, this Warrant may be transferred or
assigned, in whole or in part, at any time and from time to time by the then
Holder by submitting this Warrant to the Company together with a duly executed
Assignment in substantially the form and substance of the Form of Assignment
which accompanies this Warrant, as Exhibit
C hereto,
and, upon the Company’s receipt hereof, and in any event, within three (3)
business days thereafter, the Company shall issue a warrant to the Holder to
evidence that portion of this Warrant, if any as shall not have been so
transferred or assigned.

 




 




 








	
      #80039823.2
      (DT FINAL)
	
      -1-
	 
	 	 	
      0WEG-083556
































 

20.  Mandatory
Exercise. In the
event that (a) the registration statement required to be filed by the Company
pursuant to the Registration Rights Agreement shall have been declared effective
by the Securities and Exchange Commission and shall remain effective with
respect to the shares of Common Stock issuable upon exercise hereof, and (b) the
Market Price of the Common Stock has been greater than Four Hundred Percent
(400%) of the Exercise Price then in effect for at least twenty (20) consecutive
trading days (the satisfaction of the criteria specified in clauses (a) and (b)
being referred to herein as a “Mandatory
Exercise Trigger Event”), then
the Company shall be entitled, subject to the terms of this Section
20, to
require the Holder to exercise all or any portion of the Warrants evidenced by
this Warrant Certificate (a “Mandatory
Exercise”) by
giving written notice to the Holder at least thirty (30) days prior to the date
fixed for such Mandatory Exercise; provided,
however, that in
the event that the Company desires to cause a Mandatory Exercise of all or any
portion of these Warrants, the Company shall be required to elect to cause a
Mandatory Exercise of the same proportion of all other warrants issued pursuant
to the Purchase Agreement that contain this Mandatory Exercise
provision;
and,
provided further, that
each Mandatory Exercise shall be limited to an aggregate of 1,000,000 shares of
Common Stock upon each occurrence of a Mandatory Exercise Trigger Event among
all warrants issued pursuant to the Purchase Agreement that contain this
Mandatory Exercise provision. For purposes of satisfying the conditions required
to constitute a Mandatory Exercise Trigger Event set forth in clause (b) hereof,
upon the election by the Company to cause a Mandatory Exercise, the Company may
not cause another Mandatory Exercise until the Market Price of the Common Stock
has been greater than Four Hundred Percent (400%) of the Exercise Price then in
effect for an additional twenty (20) consecutive trading days
thereafter. Neither
the occurrence of a Mandatory Exercise Trigger Event or an election by the
Company to cause a Mandatory Exercise shall affect the right of the Holder
hereof to exercise these Warrants prior to the date fixed for such Mandatory
Exercise or cause the holder to own more than 4.95% of the Company’s outstanding
Common Shares. 

 

1.  

 








	
      #80039823.2
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      0WEG-083556





























IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed,
manually or by facsimile, by one of its officers thereunto duly
authorized.

 




MIRAVANT
MEDICAL TECHNOLOGIES










Date: May
3, 2005   By:_________________________________

Name: Gary S.
Kledzik

Title:
Chief Executive Officer











#80039823v2






















EXHIBIT
A

TO


WARRANT
CERTIFICATE




ELECTION
TO PURCHASE




To Be
Executed by the Holder

in Order
to Exercise the Warrant 




The
undersigned Holder hereby elects to purchase _______ Shares pursuant to the
attached Warrant, and requests that certificates for securities be issued in the
name of:




__________________________________________________________

(Please
type or print name and address)

__________________________________________________________

__________________________________________________________

__________________________________________________________

(Social
Security or Tax Identification Number)

and
delivered to:______________________________________________________________
_______________________________________________________________________.

(Please
type or print name and address if different from above)




If such
number of Shares being purchased hereby shall not be all the Shares that may be
purchased pursuant to the attached Warrant, a new Warrant for the balance of
such Shares shall be registered in the name of, and delivered to, the Holder at
the address set forth below.




In full
payment of the purchase price with respect to the Shares purchased and transfer
taxes, if any, the undersigned hereby tenders payment of $__________ by check,
money order or wire transfer payable in United States currency to the order of
Miravant Medical Technologies.




HOLDER:




By:_____________________________________

Name:

Title:

Address:
      




Dated:___________________ 








	
      #80039823.2
	
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      0WEG-083556





























EXHIBIT
B

TO


WARRANT
CERTIFICATE




NET
ISSUANCE ELECTION NOTICE

 

The
undersigned hereby elects to purchase ___________ shares of ___________ (the
“Shares”) pursuant to Section 2 of the attached Warrant. The Certificate(s) for
the Shares issuable upon such net issuance election shall be issued in the name
of the undersigned or as otherwise indicated below.

 

Please
issue a new Warrant for the unexercised portion of the attached Warrant, if any,
in the name of the undersigned.

 

The
undersigned hereby represents and warrants that the undersigned is acquiring
such Shares for its own account for investment purposes only, and not for resale
or with a view to distribution of such Shares or any part thereof.




HOLDER:












Name:

Title:




Date:




Address:








Name in
which shares should be registered:


















#80039823v2



























EXHIBIT
C

TO


WARRANT




FORM OF
ASSIGNMENT

(To be
signed only on transfer of Warrant)




For value
received, the undersigned hereby sells, assigns, and transfers unto
_____________ the right represented by the within Warrant to purchase ______
shares of Common Stock of Miravant Medical Technologies, a Delaware corporation,
to which the within Warrant relates, and appoints ____________________ Attorney
to transfer such right on the books of Miravant Medical Technologies, a Delaware
Corporation, with full power of substitution of premises.













Dated:
     By:___________________________________
       
Name:

Title:

(signature
must conform to name         of holder
as specified on the fact         of the
Warrant)




Address:
    











Signed in
the presence of :












Dated: