Exhibit 4.3 Certificate of Designation




CERTIFICATE
OF DESIGNATION

OF

SERIES
B PREFERRED STOCK OF

MIRAVANT
MEDICAL TECHNOLOGIES




(pursuant
to Section 151 of the Delaware General Corporation Law)




GARY
S. KLEDZIK and
JOSEPH
E. NIDA certify
that:




1. They are
the Chief Executive Officer and Secretary, respectively, of MIRAVANT
MEDICAL TECHNOLOGIES, a
Delaware corporation (the “Corporation”).

 

2. The
Corporation is authorized to issue THIRTY
MILLION (30,000,000) shares of
preferred stock. 

 

3. The
following resolutions were duly adopted by the Board of Directors:

 

WHEREAS, the
Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”) of the
Corporation provides for a class of its authorized stock known as preferred
stock, comprising THIRTY
MILLION (30,000,000) shares,
par
value $0.01;


 

WHEREAS,
the Board
of Directors of the Corporation is authorized to determine the rights,
preferences, privileges and restrictions, including the dividend rights,
dividend rate, voting rights, conversion rights, rights and terms of redemption
and liquidation preferences of any wholly unissued series of preferred stock and
the number of shares constituting any series and the designation thereof, of any
of them; and

 

WHEREAS, the
Corporation has issued one series of preferred stock, the "Series
A-1 Preferred Stock,"
consisting of ONE
MILLION ONE HUNDRED AND TWELVE THOUSAND NINE HUNDRED AND SIXTY SIX
(1,112,966) shares;
and

 

WHEREAS,
the
Corporation wishes to issue a new class of preferred stock, "Series
B Preferred Stock."


 

NOW,
THEREFORE, BE IT RESOLVED, that the
Board of Directors does hereby provide for the issuance of the Series B
Preferred Stock and does hereby fix and determine the rights, preferences,
privileges, restrictions and other matters relating to the Series B Preferred
Stock as follows:

 

1. Designation. The
series of preferred stock shall consist of EIGHT
MILLION (8,000,000) shares
designated and known as “Series
B Preferred Stock.”


 

2. Voting.

 

(a) The
holders of the Series B Preferred Stock shall be entitled to notice of all
stockholder meetings in accordance with the Corporation’s bylaws, and except as
provided in the Certificate of Incorporation, any Certificate of Designation of
the Corporation, or as required by the Delaware General Corporation Law, the
holders of the Series B Preferred Stock shall be entitled to vote on all matters
submitted to the stockholders for a vote, voting together with the holders of
the Common Stock as a single class, with each share of Series B Preferred Stock
entitled to one vote for each share of Common Stock into which the Series B
Preferred Stock may be converted. This provision for determination of the number
of votes to which each holder of Series B Preferred Stock is entitled shall also
apply in cases in which the holders of Series B Preferred Stock have the right
to vote as a separate class.

 

(b) The
Corporation shall not, without the affirmative vote or written consent of the
holders of at least a majority of the then outstanding Series B Preferred Stock,
voting together as a separate class:

 

(i) repurchase
any shares of capital stock (except for the repurchase of shares of
capital stock from
directors, employees and consultants pursuant
to approval by the Board of Directors);


 

(ii) authorize,
create (by reclassification or otherwise) or issue, or obligate itself to issue,
any other equity
security, including any other security convertible into or exercisable for any
equity security, ranking
senior to or having a preference over the Series B Preferred Stock or ranking on
a parity therewith as to rights, preferences or privileges, including, without
limitation, as to voting, dividends or the distribution of assets upon
liquidation;

 

(iii) declare
or pay dividends on or make any distribution on account of the Corporation’s
Common Stock or Preferred Stock;

 

(iv) increase
or decrease the number of authorized shares of Series B Preferred
Stock;

 

(v) alter or
amend the rights, privileges, powers, preferences or limitations of the Series B
Preferred Stock by amendment of the Corporation's Certificate of Incorporation,
merger, consolidation or otherwise;

 

(vi) sell,
lease, license or otherwise dispose of all or substantially all of its assets,
or consolidate with or merge into any other corporation or entity, or permit any
other corporation or entity to consolidate or merge into it, or enter into a
plan of exchange with any other corporation or entity, unless following such
consolidation, merger or exchange the stockholders of this Corporation
immediately prior to such consolidation, merger or exchange own a majority of
the equity of the combined entity.

 

(vii) liquidate,
dissolve, wind-up the Corporation or seek relief under the provisions of the
bankruptcy or any insolvency laws, including without limitation, voluntary
dissolution, winding-up of its business, or the making of a creditors
arrangement, or the cessation of all or a substantial part of the Corporation's
business.

 

(viii) sell or
grant an exclusive license not in the ordinary course of business to, or
transfer of, all or substantially all of the material intellectual property of
the Corporation or its subsidiaries related to the Corporation's and its
subsidiaries' core technology or core products.

 

3. Dividends.
Each
holder of Series B Preferred Stock, in preference and priority to the holders of
all other classes of stock except for the Series A-1, A-2 and A-3 Preferred
Stock, shall be entitled to receive, with respect to each share of Series B
Preferred Stock then outstanding and held by such holder of Series B Preferred
Stock, dividends, commencing from the date of issuance of such share of Series B
Preferred Stock, at the rate of ten percent (10%) per annum of the Series B
Liquidation Preference (the “Series
B Preferred Dividends”). The
Series B Preferred Dividends shall be paid annually commencing one (1) year from
the date of issuance. The Corporation shall also declare and pay to the holders
of the Series B Preferred Stock at the same time that it declares and pays such
dividends to the holders of any capital stock of the Corporation, a dividend of
Ten Percent (10%) per annum of the Series B Liquidation Preference (on an as
converted to Common Stock basis). The Series B Preferred Dividends shall be
cumulative in the event unpaid. No dividend shall be paid or declared on or with
respect to any class or series of Junior Securities unless a dividend, payable
in the same consideration and manner, is simultaneously declared and paid, as
the case may be, on each share of Series B Preferred Stock in an amount
determined as set forth above. “Junior
Securities” means
the Common Stock of the Corporation and any other class or series of stock or
other equity securities of the Corporation ranking junior to the Series B
Preferred Stock in respect of rights on liquidation, dissolution and winding up
of the affairs of the Corporation.

 

4. Liquidation,
Dissolution or Winding Up.

 

(a) In the
event of any liquidation, dissolution or winding up of the Corporation,
either voluntary or involuntary (a “Liquidation
Event”), all
assets and funds of the Corporation legally available for distribution shall be
first distributed to the holders of the Series B Preferred Stock equal to ONE
DOLLAR ($1.00) per share (the "Series
B Liquidation Preference"), plus
accrued but unpaid dividends, after
distributions are first made to the Series A-1, A-2 ad A-3 Preferred Stock, but
prior to any other distributions to any Junior Securities. If upon such
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the assets to be distributed among the holders of the Series B
Preferred Stock and any class or series of capital stock ranking on a parity
with the Series B Preferred Stock as to such distributions shall be insufficient
to permit payment to the holders of the Series B Preferred Stock and any such
class or series of capital stock of their respective liquidation amount, then
the entire assets of the Corporation to be distributed shall be distributed,
following any liquidation preference of the Series A-1, A-2 and A-3 Preferred
Stock existing as of the date of this Certificate of Designation, pro rata to
the holders of Series B Preferred Stock and the holders of such class or series
of capital stock ranking on a parity with the Series B Preferred Stock as to
such distributions according to the preferential amounts due thereon. Unless
waived in writing by the holders of a majority of the Series B Preferred Stock
then outstanding, voting together as one class, either (i) the acquisition
of the Corporation by another entity by means of any transaction or series of
related transactions (including, without limitation, any reorganization, merger,
consolidation or similar transaction of the Corporation with or into any other
corporation or entity, but excluding any merger effected exclusively for the
purpose of changing the domicile of the Corporation), or (ii) a sale of all or
substantially all of the assets of the Corporation, in any case in which
transactions under clause (i) or (ii) above the Corporation's stockholders
immediately prior to such transaction own immediately after such transaction
less than a majority of the voting power of the surviving or acquiring entity
(each such transaction being hereinafter referred to as a “Corporate
Transaction”), shall
be deemed to be a Liquidation Event within the meaning of this Section
4;
provided, however, that the holder(s) of any share or shares of Series B
Preferred Stock shall have the right, at his, her or its option, upon
consummation of a Corporate Transaction, to require the Corporation to redeem
such holder(s) shares or shares of Series B Preferred Stock, for an amount equal
to such holder's Series B Liquidation Preference.

 

(b) The
dollar amounts specified in Section 4(a) shall be
equitably adjusted in the event of any stock splits, stock dividends or similar
capital modifications affecting the Common Stock or the Series B Preferred Stock
after the filing of this Certificate of Designation. No adjustment to any
Conversion Price (as defined hereinafter) pursuant to this Certificate of
Designation shall otherwise alter the above liquidation preference dollar
amounts.

 

(c) Insofar
as any distribution pursuant to Section 4(a) consists
of property other than cash, the value thereof shall, for purposes of the
provisions of Section 4(a), be the
Fair Market Value (as hereinafter defined) at the time of such
distribution.

 

5. Conversion.

 

(a) At the
election of each holder of Series B Preferred Stock at any time prior to or at
the occurrence of and upon compliance with the provisions of Section
5(b) as to
surrender thereof, each share of Series B Preferred Stock may be converted into
such number of fully paid and non-assessable shares of Common Stock as is
determined by dividing ONE DOLLAR ($1.00) by the applicable Conversion Price
(the “Conversion
Price”)
determined as hereinafter provided, in effect at the time of conversion. The
initial Conversion Price shall be ONE DOLLAR ($1.00), and will be subject to
adjustment as provided in Section
6
hereof.

 

(b) To
convert any or all of his, her or its shares of Series B Preferred Stock into
Common Stock, the holder shall surrender the certificate or certificates
evidencing such Series B Preferred Stock, duly endorsed, accompanied by a
written notice that the holder elects to convert such Series B Preferred Stock,
stating therein the name or names in which the holder wishes the certificate or
certificates for the Common Stock to be issued. As soon as practicable after the
surrender of such certificates and subject to compliance with applicable
securities laws, there shall be issued and delivered to such holder, or to the
holder's nominee or nominees, a certificate or certificates for the number of
Common Stock to which the holder shall be entitled, together with cash, if any,
in lieu of any fraction of a share as provided herein. Such conversion shall be
deemed to have been made as of the date of such surrender of the certificate or
certificates for Series B Preferred Stock to be converted, and on and after such
date the Person or Persons entitled to receive the Common Stock issued upon such
conversion shall be treated for all purposes as the record holder or holders of
such Common Stock.

 

(c) Any
Series B Preferred Stock which at any time has been converted shall be restored
to the status of authorized but unissued Preferred Stock and shall in no
circumstances be reissued as Series B Preferred Stock, and the Corporation may,
from time to time, take such appropriate action as may be necessary to reduce
the authorized Series B Preferred Stock accordingly.

 

(d) The
Corporation shall at all times reserve and keep available out of its authorized
Common Stock, solely for issuance upon the conversion of Series B Preferred
Stock, as herein provided, such number of Common Stock as shall, from time to
time, be issuable upon the conversion of all outstanding Series B Preferred
Stock.

 

(e) Upon any
conversion, at the election of the Corporation, fractional shares shall not be
issued but any fractions shall be adjusted by payment in cash by the Corporation
on the basis of the Market Price of the Common Stock at the close of business on
the date of conversion. For purposes hereof, “Market
Price” shall
be determined as follows:

 

(i) If the
Common Stock 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 Market Price shall be the last
reported sale price of a share of Common Stock 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
Common Stock is not so listed and bid and ask prices are not reported, the
Market Price shall be the price per share of Common Stock which the Corporation
could obtain from a willing buyer for shares sold by the Corporation, as such
price shall be determined in good faith by the Corporation’s Board of Directors.


 

(f) The
Corporation shall pay all issue taxes, if any, incurred in respect of the
issuance of Common Stock on conversion; provided, however, that the Corporation
shall not be required to pay any transfer or other taxes incurred by reason of
the issuance of such Common Stock in names other than those in which the Series
B Preferred Stock surrendered for conversion is then registered.

 

(g) In case
the Corporation shall propose at any time to take any action described in
Section
4(a), then,
in each such case, the Corporation shall mail to the holders of record of Series
B Preferred Stock at their last known post office addresses as shown by the
Corporation's records, a statement, signed by an officer of the Corporation,
with respect to the proposed action, setting forth such facts with respect
thereto as shall be reasonably necessary to inform the holders of Series B
Preferred Stock as to the effect of such action upon their conversion rights.
Such statement shall be mailed at least twenty (20) days prior to the date of
the taking of such action.

 

6. Adjustments;
Priority Distributions; Reclassification; Reorganization and
Merger.

 

(a)  If the
Corporation increases or decreases the number of its issued and outstanding
shares of Common Stock, or changes in any way the rights and privileges of the
Common Stock, by means of (i) the making of a distribution on Common Stock
payable in Common Stock, (ii) the creation of a new series of stock, (iii) a
consolidation or combination of stock or (iv) a reclassification or
recapitalization involving its Common Stock, then the Conversion Price in effect
at the time of such action and the number of Common Stock into which the Series
B Preferred Stock is then convertible shall be adjusted to be the same as they
would have been if such Series B Preferred Stock had been converted immediately
prior to the occurrence of the event at issue and the Common Stock into which
the Series B Preferred Stock were convertible immediately prior to the event at
issue had been issued and outstanding at the time of such event.

 

(b)  If the
Corporation declares a distribution payable in cash on its Common Stock and at
substantially the same time offers to the holders of Common Stock a right to
purchase new Common Stock from the proceeds of such distribution or for an
amount substantially equal to such distribution, then the holders of Series B
Preferred Stock shall have the same subscription rights that such holders would
have been entitled to if such holders had converted all of the Series B
Preferred Stock into Common Stock immediately prior to such grant, and the
Corporation shall notify the holders of Series B Preferred Stock of such right
concurrently with notice to the holders of Common Stock of their subscription
right.

 

(c)  If at any
time the Corporation grants to the holders of Common Stock any right to
subscribe pro rata for additional securities of the Corporation, whether Common
Stock, convertible securities, or other classifications, or for any other
securities or interests that a holder of Series B Preferred Stock would have
been entitled to subscribe for if, immediately prior to such grant, such holder
had converted Series B Preferred Stock into Common Stock, and if such action by
the Corporation does not result in a readjustment of the Conversion Price under
any other subsection of this Section
6, then
the holders of Series B Preferred Stock shall have the same subscription rights
that such holders would have been entitled to if such holders had converted all
of the Series B Preferred Stock into Common Stock immediately prior to such
grant, and the Corporation shall notify the holders of Series B Preferred Stock
of such right concurrently with notice to the holders of Common Stock of their
subscription right.

 

(d)  In the
event the Corporation shall declare a distribution payable in securities of
other Persons or evidences of indebtedness issued by the Corporation or other
Persons, assets (excluding cash distributions), then, in each such case for the
purpose of this Section
6(d), the
holders of Series B Preferred Stock shall be entitled to a proportionate share
of any such distribution as though they were the holders of the number of Common
Stock of the Corporation into which their Series B Preferred Stock is
convertible as of the record date fixed for the determination of the holders of
Common Stock of the Corporation entitled to receive such
distribution.

 

(e)  Upon the
occurrence of any of the following events, the Corporation shall cause any
effective provision to be made so that each holder of Series B Preferred Stock
shall have the right thereafter, by converting such Series B Preferred Stock, to
acquire the kind and amount of shares and other securities, and property and
interests, as would be issued or payable with respect to or in exchange for the
number of Common Stock of the Corporation into which the Series B Preferred
Stock is then convertible as if such Series B Preferred Stock had been converted
into Common Stock immediately prior to such event: (i) the reclassification,
capital reorganization or other similar change of outstanding Common Stock of
the Corporation, other than as described and provided for in Section
6(a); (ii)
the merger or consolidation of the Corporation with one or more other
corporations or other entities, other than a merger with a subsidiary or
affiliate pursuant to which the Corporation is the surviving Corporation and the
outstanding Common Stock, including the Common Stock into which the Series B
Preferred Stock is then convertible pursuant hereto, are not affected, or (iii)
the spin-off of assets, a subsidiary, or an affiliated entity, or the sale,
lease, or exchange of a significant portion of the Corporation's assets, in a
transaction pursuant to which the Corporation's stockholders are to receive
securities or other interests in a successor entity. Any such provision made by
the Corporation for adjustments with respect to the Series B Preferred Stock
shall be as nearly equivalent to the adjustments otherwise provided for herein
as is reasonably practicable.

 

(f)  If any
Liquidation Event is proposed, in addition to obtaining the requisite consent of
the holders of the Series B Preferred Stock as set forth in Section
2(b), and in
addition to the rights of the holders of the Series B Preferred Stock set forth
in Section
4(a), the
rights set forth herein shall be applicable. The Corporation shall deliver
written notice to each holder of Series B Preferred Stock no later than twenty
(20) days prior to the consummation of such Liquidation Event as a condition
precedent to the consummation of any such Liquidation Event. If, as a result of
such a Liquidation Event, stockholders of the Corporation are to receive
securities or other interests of a successor entity, the provisions of
Section
4(c) above
shall apply. However, if the result of such a Liquidation Event is that
stockholders of the Corporation are to receive money or property other than
securities or other interest in a successor entity, each holder of Series B
Preferred Stock shall be entitled to convert such shares into Common Stock prior
to the consummation of such Liquidation Event, and, with respect to any Common
Stock so acquired, shall be entitled to all of the rights of the other holders
of Common Stock with respect to any distribution by the Corporation in
connection with such Liquidation Event. If no successor entity is involved, all
conversion rights provided for herein shall terminate at the close of business
on the date as of which holders of record of the Common Stock shall be entitled
to participate in a distribution of the assets of the Corporation in connection
with such Liquidation Event; provided,
however, that in
no event shall that date be less than twenty (20) days after delivery to the
holders of Series B Preferred Stock of the written notice described above. If
the termination of conversion rights hereunder is to occur as a result of such
Liquidation Event, a statement to that effect shall be included in that written
notice.

 

(g)  If the
Corporation shall offer, sell, grant any option to purchase or offer, sell or
grant any right to re-price 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 Conversion
Price then in effect (such lower price, the “Issuance
Price”) (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 Conversion Price, such issuance shall be deemed
to have occurred for less than the Conversion Price), then, the Conversion Price
shall immediately be reduced to the Issuance Price. “Common
Stock Equivalents” means
any securities of the Corporation 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
6(g) shall
not apply to (i) shares of Common Stock issued or issuable to officers,
directors and employees of, or consultants to, the Corporation 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,
not to exceed 9,000,000 shares
in the aggregate, 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.

 

(h)  Calculation
of Consideration Received. If any Common Stock, option or convertible security
is issued or sold or deemed to have been issued or sold for cash, the
consideration paid therefor shall be deemed to be the aggregate gross
consideration paid by the purchasers therefor before deducting any discounts,
commissions or other expenses in connection with the issuance and sale thereof.
If any Common Stock, option or convertible security is issued or sold for a
consideration other than cash, the amount of the consideration other than cash
received by the Corporation shall be the Fair Market Value of such
consideration. If any Common Stock, option or convertible security is issued to
the owners of the non-surviving entity in connection with any merger in which
the Corporation is the surviving entity, the amount of consideration therefor
shall be deemed to be the Fair Market Value of such portion of the net assets
and business of the non-surviving entity as is attributable to such Common
Stock, option or convertible security, as the case may be. “Fair Market Value”
shall mean, with respect to securities, the Market Price, and as to any other
property, the value of such property determined in good faith jointly by the
Board of Directors and the holders of a majority of the issued and outstanding
Series B Preferred Stock. 

 

(i) Notice
of Adjustments to Conversion Price.
Whenever the Conversion Price is adjusted pursuant to this Section
6, the
Corporation shall promptly mail to each holder of Series B Preferred Stock, a
notice setting forth the Conversion Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.

 

RESOLVED,
FURTHER, that the
Chairman, the president or any vice-president, and the secretary or any
assistant secretary, of the Corporation be and they hereby are authorized and
directed to prepare and file a Certificate of Designation for the Series B
Preferred Stock in accordance with the foregoing resolution and the provisions
of Delaware law.

 




 








	
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We
declare, under penalty of perjury under the laws of the State of California,
that the matters set forth in this certificate are true and correct of our own
knowledge.

 

Date: May
3, 2005

 

____________________________________

GARY
S. KLEDZIK,

Chief
Executive Officer







____________________________________

JOSEPH
E. NIDA,

Secretary