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EXHIBIT 4.1




AMENDMENT NO. 2

TO

RIGHTS AGREEMENT




     THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”) is effective as of
December 20, 2007, between MGI PHARMA, INC., a Minnesota corporation (the “Company”), and
Wells Fargo Bank, N.A., as successor to Norwest Bank Minnesota, N.A. (the “Rights Agent”).



     WHEREAS, the Company and the Rights Agent are party to a Rights Agreement, dated as of July
14, 1998, as amended by Amendment No. 1 to Right Agreement dated as of March 14, 2000 (the
“Rights Agreement”);



     WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of December
10, 2007, by and among the Company, Eisai Co., Ltd. (“Parent”) and Jaguar Acquisition Corp. (the
“Merger Agreement”), pursuant to which Jaguar Acquisition Corp. would merge with and into
the Company (the “Merger”);



     WHEREAS, in accordance with the terms of the Merger Agreement, the Merger would be preceded by
a tender offer (together with any tender offer pursuant to any subsequent offering period
contemplated by the Merger Agreement, the “Offer”) by Jaguar Acquisition Corp. for all outstanding
shares of common stock of the Company;



     WHEREAS, the Board of Directors of the Company has determined that, for purposes of the Rights
Agreement, the Offer is a “Permitted Offer,” as defined in Section 1 of the Rights Agreement, and,
therefore, (a) neither Parent, Jaguar Acquisition Corp., or any of their affiliates will become an
“Acquiring Person” (as defined in Section 1 of the Rights Agreement), (b) no “Shares Acquisition
Date” or “Distribution Date” (each, as defined in Section 1 of the Rights Agreement) shall occur,
and (c) pursuant to Section 13(e) of the Rights Agreement, Section 13 of the Rights Agreement shall
not apply to the Merger, in each case by reason of the approval or execution of the Merger
Agreement, the announcement or consummation of the Offer, the Merger or the other Transactions (as
defined in the Merger Agreement) contemplated by the Merger Agreement;



     WHEREAS, in accordance with Section 27 of the Rights Agreement, the Company and the Rights
Agent desire to amend the Rights Agreement on the terms and conditions hereinafter set forth; and



     WHEREAS, for purposes of this Amendment, capitalized terms not otherwise defined herein shall
have the respective meanings set forth in the Rights Agreement, as amended by this Amendment;



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereby agree as follows:



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     1. Amendments to Section 7.



          (a) Section 7(a) of the Rights Agreement is amended to read in its entirety as follows:





(a) The registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein) in whole or in part at any time after
the Distribution Date upon surrender of the Right Certificate, with the form of
election to purchase on the reverse side thereof duly executed, to the Rights Agent
at the office or offices of the Rights Agent designated for such purpose, together
with payment of the Purchase Price for each one one-hundredth of a Preferred Share
as to which the Rights are exercised, at or prior to the earliest of (i) the Close
of Business on July 14, 2008 (the “Final Expiration Date”), (ii) the time at which
the Rights are redeemed as provided in Section 23 (the “Redemption Date”), (iii) the
time at which such Rights are exchanged as provided in Section 24 (the “Exchange
Date”), or (iv) the time immediately prior to the Acceptance Time (as defined in the
Merger Agreement dated as of December 10, 2007, by and among Eisai Co., Ltd., Jaguar
Acquisition Corp., and the Company).



     2. Benefits of this Agreement. Nothing in the Rights Agreement, as amended by this
Amendment, shall be construed to give to any Person other than the Company, the Rights Agent and
the registered holders of the Rights Certificates (and, prior to the Distribution Date, the
registered holders of the Common Shares) any legal or equitable right, remedy or claim under the
Rights Agreement, as amended by this Amendment; but the Rights Agreement, as amended by this
Amendment, shall be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution Date, registered
holders of the Common Shares).



     3. Descriptive Headings. Descriptive headings of the several Sections of this
Amendment are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions of this Amendment.



     4. Governing Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Minnesota and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.



     5. Other Terms Unchanged. The Rights Agreement, as amended by this Amendment, shall
remain and continue in full force and effect and is in all respects agreed to, ratified and
confirmed hereby. Any reference to the Rights Agreement after the date first set forth above shall
be deemed to be a reference to the Rights Agreement, as amended by this Amendment.



     6. Counterparts. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



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     7. Severability. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain
in full force and effect and shall in no way be affected, impaired or invalidated.



(Signatures Appear on Following Page)




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested by the appropriate authorized persons.



	 	 	 	 	 
	 	MGI PHARMA, INC.

 	 
	 	By:  	/s/ ERIC LOUKAS
 	 
	 	Name:	Eric Loukas	 	 
	 	Title:	Executive Vice President and Chief Operating Officer	 	 
	 
	 	Wells Fargo Bank, N.A., Rights Agent

 	 
	 	By:  	/s/ CINDY GESME
 	 
	 	Name: 	Cindy Gesme	 	 
	 	Title:	Assistant Vice President	 	 
	 




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