UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K

                         FOR ANNUAL AND SPECIAL REPORTS

                    PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                                       OR

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                         Commission File Number: 0-25544

                                 ---------------
                          Miravant Medical Technologies
             (Exact name of Registrant as specified in its charter)

                         Miravant Medical Technologies
             (Exact name of Registrant as specified in its charter)

        Delaware                                           77-0222872
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)


                336 Bollay Drive, Santa Barbara, California 93117
          (Address of principal executive offices, including zip code)
                                 (805) 685-9880
              (Registrant's telephone number, including area code)

        Securities Registered pursuant to Section 12(b) of the Act: None

                    Securities registered pursuant to Section
                               12(g) of the Act:

                          Common Stock, $.01 Par Value
                          Common Share Purchase Rights

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]

     Indicate by check if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

     Yes [ ]. No [X].

     The   approximate   aggregate   market   value  of  voting  stock  held  by
non-affiliates  as of June 30, 2002 based upon the last sale price of the Common
Stock  of  $0.53  per  share,   as  reported  on  the  Nasdaq   National  Market
(Subsequently delisted and currently trading on the OTC Bulletin Board(R)),  was
approximately $8,594,414.  For purposes of this calculation only, the registrant
has assumed that its directors and executive  officers,  and any person, who has
filed a Schedule 13D or 13G, is an affiliate.

     The number of shares of Common Stock  outstanding  as of March 14, 2003 was
24,272,305.


<PAGE>




DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the following  document are incorporated by reference into Part
III of this Form 10-K:  the Proxy  Statement  for the  Registrant's  2003 Annual
Meeting of  Stockholders  scheduled  to be held on June 12,  2003. A copy of the
proxy  statement may be obtained,  when  available,  upon written request to the
Corporate  Secretary,  Miravant Medical  Technologies,  336 Bollay Drive,  Santa
Barbara, CA 93117.


<PAGE>





                         MIRAVANT MEDICAL TECHNOLOGIES

                           ANNUAL REPORT ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>     <C>    <C>                                                                                              <C>

                                     PART I

Item     1.    Business ...........................................................................................4
Item     2.    Properties .........................................................................................23
Item     3.    Legal Proceedings...................................................................................24
Item     4.    Submission of Matters to a Vote of Security-Holders.................................................24

                                     PART II

Item     5.    Market for Registrant's Common Equity and Related Stockholders Matters..............................25
Item     6.    Selected Consolidated Financial Data................................................................27
Item     7.    Management's Discussion and Analysis of Financial Condition and Results of Operations...............28
Item     7A.   Qualitative and Quantitative Disclosures About Market Risk..........................................62
Item     8.    Financial Statements and Supplementary Data.........................................................62
Item     9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure................86

                                    PART III

Item     10.   Directors and Executive Officers of the Registrant .................................................87
Item     11.   Executive Compensation..............................................................................87
Item     12.   Security Ownership of Certain Beneficial Owners and Management......................................87
Item     13.   Certain Relationships and Related Transactions......................................................87
Item     14.   Controls and Procedures.............................................................................87

                                    PART IV

Item     15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K.....................................88

</TABLE>

<PAGE>


                                     PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Annual Report on Form 10-K contains forward-looking statements,  which
involve known and unknown risks and  uncertainties.  These statements  relate to
our future plans, objectives,  expectations and intentions. These statements may
be identified by the use of words such as "may," "will," "should,"  "potential,"
"expects,"   "anticipates,"   "intends,"   "plans,"   "believes"   and   similar
expressions. These statements are based on our current beliefs, expectations and
assumptions and are subject to a number of risks and  uncertainties  and include
statements  regarding our general beliefs  concerning the efficacy and potential
benefits of  photodynamic  therapy;  our ability to raise funds to continue  our
operations;  the timing and our  ability to  complete  of our  planned  New Drug
Application,  or NDA,  filing  for the use of  SnET2 to  treat  wet  age-related
macular  degeneration,  or AMD, with the U.S. Food and Drug  Administration,  or
FDA; our ability to make or  negotiate  new debt  repayment  terms for our first
debt payment due to Pharmacia Corporation,  or Pharmacia,  on June 30, 2003; our
ability to continue  to receive  the $1.0  million  monthly  borrowings  through
November 2003 under the December 2002  Convertible  Debt Agreement,  or the Debt
Agreement;  our ability to resolve  any  contingencies  associated  with our NDA
after it is filed with the FDA; the assumption  that we will continue as a going
concern;  our  ability to regain  our  listing  status on  Nasdaq;  our plans to
collaborate  with other parties and/or license SnET2; our ability to continue to
retain employees under our current financial  circumstances;  our ability to use
our light  production  and  delivery  devices  in future  clinical  trials;  our
expected research and development expenditures; our patent prosecution strategy;
and our  expectations  concerning  the  government  exercising its rights to use
certain of our licensed  technology.  Our actual results could differ materially
from  those  discussed  in  these  statements  due  to a  number  of  risks  and
uncertainties including: failure to obtain additional funding timely, if at all;
failure to make our scheduled payment or negotiate new debt repayment terms with
Pharmacia prior to June 30, 2003 resulting in foreclosure on all our assets;  we
may be unable to continue  borrowing under the Debt Agreement if we fail to meet
certain requirements or if these requirements are not met to the satisfaction of
the Lenders; unanticipated complexity or difficulty preparing and completing the
NDA filing; a failure of our drugs and devices to receive  regulatory  approval;
other parties may decline to collaborate with us due to our financial  condition
or other reasons beyond our control;  our existing light production and delivery
technology may prove to be inapplicable or inappropriate for future studies;  we
may be unable to obtain  the  necessary  funding  to further  our  research  and
development  activities  and the  government  may change its past  practices and
exercise  its  rights  contrary  to  our  expectations.   For  a  more  complete
description  of the risks  that may  impact our  business,  see "Risk  Factors",
included in Item 7, for a discussion of certain risks,  including those relating
to our  ability to obtain  additional  funding,  our  ability to  establish  new
strategic  collaborations,  our operating losses,  risks related to our industry
and other forward-looking statements.

ITEM 1.  BUSINESS

General

     We are a pharmaceutical  research and development  company developing light
activated  drugs  and  associated   devices  for  a  medical   procedure  called
photodynamic therapy, or PDT. PDT is a minimally invasive medical procedure that
uses drugs that are activated by light, or  photoreactive  drugs, to selectively
destroy  abnormal  cells and blood  vessels.  We have  branded  our  proprietary
version of PDT as PhotoPoint(TM)  PDT.  PhotoPoint PDT integrates our drugs with
our light producing and light delivery devices to achieve a photochemical effect
on targeted  diseased cells and blood vessels.  While we currently have no drugs
or devices that have received  regulatory  approval,  we believe that PhotoPoint
PDT is a platform  technology  that has the potential to be a safe and effective
treatment  for  a  number  of  diseases   including   those  in   ophthalmology,
dermatology, cardiovascular disease and oncology.

     The most significant company developments are as follows:

     *    In January  2003,  we  announced  that we intend to file our first New
          Drug Application,  or NDA, for marketing approval of PhotoPoint SnET2,
          a new drug for the treatment of wet age-related macular  degeneration,
          or AMD. Our decision came after we completed our analyses of the Phase
          III AMD clinical data,  which showed positive results in a significant
          number of drug-treated  patients versus placebo control patients,  and
          after holding  discussions  with regulatory and the U.S. Food and Drug
          Administration, or FDA, consultants;
     *    Previously, in January 2002, Pharmacia, after an analysis of the Phase
          III AMD  clinical  data,  determined  that the  clinical  data results
          indicated that SnET2 did not meet the primary efficacy endpoint in the
          study population,  as defined by the clinical trial protocol, and that
          they  would  not be  filing  a NDA with the  FDA.  In March  2002,  we
          regained  the license  rights to SnET2 as well as the related data and
          assets  from the Phase III AMD  clinical  trials  from  Pharmacia.  In
          addition, we have terminated our license collaboration with Pharmacia,
          and  we  are  currently  seeking  a  new  collaborative   partner  for
          PhotoPoint PDT in ophthalmology;
     *    In August  2002,  we  completed a private  placement  financing  which
          consisted of the sale of unregistered shares of Common Stock for gross
          proceeds  of $2.5  million at $0.50 per  share,  based on a premium of
          approximately  20% of the  average  closing  price  for the  prior  10
          trading  days.  For every  two  common  shares  acquired,  the  equity
          purchase included a warrant to purchase one share of Common Stock at a
          price of $0.50 per share,  with an exercise period of 5 years from the
          date of  grant.  A group  of  private  investors  participated  in the
          offering;
     *    In  December  2002,  we entered  into a  Convertible  Debt and Warrant
          Purchase  Agreement,  or the Debt  Agreement,  with a group of private
          accredited investors, or the Lenders. The $12.0 million Debt Agreement
          allows us to borrow up to $1.0  million  per  month,  with any  unused
          monthly  borrowings to be carried forward.  The maximum aggregate loan
          amount is $12.0 million with the last available  borrowing in November
          2003.  The  Lenders  obligation   to fund each  borrowing  request  is
          subject to material  conditions  described in the Debt  Agreement.  In
          addition,  the Lenders may  terminate its  obligations  under the Debt
          Agreement  if: (i)  Miravant  has not filed an NDA by March 31,  2003,
          (ii) such filing has been rejected by the Federal Drug Administration,
          or (iii) Miravant,  in the reasonable  judgment of the Lenders, is not
          meeting its business  objectives.  We have  received a waiver from the
          Lenders with regard to the NDA filing deadline of March 31, 2003. This
          deadline  has been  extended to the end of the third  quarter of 2003;
          and
     *    During 2002,  the trading price of our Common  Stock,  the size of our
          market  capitalization and the amount of stockholders'  equity and net
          tangible  assets  have  caused  us to  fail  to  comply  with  certain
          continued listing standards of the Nasdaq National Market System,  and
          in July 2002 we were delisted from Nasdaq.  We currently  trade on the
          OTC Bulletin  Board(R),  or OTCBB.  Management will continue to review
          our ability to regain our listing status with Nasdaq,  however,  there
          are no guarantees we will achieve this.

     Based on our ability to successfully obtain additional funding, our ability
to obtain  new  collaborative  partners,  our  ability  to  license  and  pursue
development and commercialization of SnET2 for AMD or other disease indications,
our  ability  to reduce  operating  costs as needed,  our  ability to regain our
listing  status on Nasdaq and various other  economic and  development  factors,
such as the cost of the programs,  reimbursement  and the available  alternative
therapies,  we may or may not be able to or elect to further develop  PhotoPoint
PDT procedures in ophthalmology,  cardiovascular disease, dermatology,  oncology
or in any other indications.  If we are unable to secure additional  funding, or
our Lenders  terminate our funding  prior to November  2003, we may be unable to
continue as a going concern.

Background

     Photodynamic  therapy is generally a minimally  invasive medical  procedure
that  uses  photoselective,  or light  activated,  drugs to treat  disease.  The
technology  involves three  components:  photoselective  drugs,  light producing
devices and light delivery devices.

     Our photoselective drugs have the capability to transform light energy into
chemical energy. This action is similar to that of chlorophyll in green plants.

     When administered to the body,  photoselective drugs tend to preferentially
accumulate in fast growing, or hyperproliferating cells. Specific diseases, such
as   cancer   and   psoriasis,    are    characterized   by   general   cellular
hyperproliferation while other diseases may also have certain hyperproliferative
components.   For  example,   certain  ophthalmic   diseases  are  caused  by  a
proliferation  of  new  blood  vessels  in  the  back  of the  eye  and  certain
cardiovascular  diseases are caused by a proliferation of scar tissue within the
coronary arteries.

     Photoselective  drugs are  inactive  until  exposed to a dose of light of a
specific  wavelength.  The dose of light represents the number of photons (light
energy) delivered over time, and the wavelength  corresponds to the color of the
light.  Since  different  drugs will respond to various doses and wavelengths of
light,  we have  designed our drugs to respond to the  particular  wavelength of
light that will best penetrate the biological  environment of targeted  diseased
cells. When the drug and light interact within a cell, a type of reactive oxygen
is  produced  that can lead to cell  death.  The  extent  of cell  death  may be
controlled  by varying  the doses of drug and light and the  relative  timing of
their  administration.  The  result is a process  that can  potentially  destroy
problem  cells and blood  vessels  with  minimal  damage to  surrounding  normal
tissues and vessels.

     Low-power,  non-thermal light can be used to activate photoselective drugs.
As a result, there is little or no risk of thermal damage to surrounding tissue,
as with traditional  high-power thermal lasers. The light is typically generated
by lasers, or for certain applications,  non-coherent light sources,  which have
been specifically  modified for use in photodynamic  therapy. The light is often
delivered  from the light  source to the patient via  specially  designed  fiber
optics.  These fiber optic light delivery  devices produce patterns of light for
different  disease  applications and can be channeled into the body for internal
applications.

Industry

     As early as 1900,  scientists  observed that certain compounds localized in
tissues would elicit a response to light.  Since the mid-1970s,  various aspects
of   photodynamic   therapy  have  been  studied  and   established  in  humans.
Photodynamic  therapy is  currently  being  studied  by a variety of  companies,
physicians and  researchers  around the world for the treatment of a broad range
of  disease  applications.  We  believe  that  early on the  development  of the
industry had been hindered by various  drawbacks,  including  inconsistent  drug
purity   and   performance   and   costly,   difficult-to-maintain   lasers  and
non-integrated  drug and device  development.  We are addressing these issues as
part of our business strategy and in our development  programs.  In the last few
years the industry has shown some significant  advancement  through the approval
of several  photodynamic  drugs by the regulatory  agencies in the United States
and abroad.

Business Strategy

     Our  strategy  is to apply  PhotoPoint  PDT as a  primary  treatment  where
appropriate or in combination  with other therapies such as surgery,  radiation,
chemotherapy,  drug therapy or other  treatments  under  development  to achieve
superior  clinical results.  Although the potential  applications for PhotoPoint
PDT are numerous,  our primary focus at this time is to develop  PhotoPoint  PDT
for clinical  use in the disease  areas where there are large  potential  market
opportunities  and/or unmet medical needs.  We believe that  commercial  success
will  depend  upon  safety  and   efficacy   outcomes,   regulatory   approvals,
competition,   third-party   reimbursements   and  other  factors  such  as  the
manufacturing,  marketing and  distribution  of our  products.  At this time, we
intend to develop  our  business  as a research  and  development  company  with
limited manufacturing and marketing capabilities. For large scale manufacturing,
marketing  and  distribution  activities,  we plan  to  have  or seek  strategic
collaborations  with pharmaceutical and medical device partners who already have
significant and established capabilities in the therapeutic areas.

Technology and Products

     We  are   developing   synthetic   photoselective   drugs   together   with
software-controlled,  portable  light  producing  devices  and fiber optic light
delivery and  measurement  devices for the  application  of PhotoPoint  PDT to a
broad range of disease  indications.  We believe that by being an expert in both
PhotoPoint  drugs and  devices,  and by  integrating  the  development  of these
technologies,  we can produce easy-to-use  PhotoPoint PDT systems that offer the
potential for predictable and consistent results.

     Drug  Technology.  We own and hold  exclusive  license rights under certain
United   States  and   foreign   patents  to  several   classes  of   synthetic,
photoselective  compounds,  subject to certain governmental rights, as described
under the  heading  Patents  and  Proprietary  Technology.  From our  classes of
compounds,  we have selected  SnET2 as our leading drug  candidate and have used
SnET2 in the majority of our clinical  trials to date.  We have also used MV9411
in certain  preclinical studies and clinical trials. We have regained control of
the license  rights to SnET2 from  Pharmacia  and are currently  pursuing  other
potential  collaborative  partners that have expressed interest in these license
rights.  We  are  also  developing  other  potential  photoselective  drugs  for
additional disease applications and future partnering opportunities.

     We  believe  that  our  synthetic  photoselective  drugs  may  provide  the
following benefits:

     *    Predictable.  The  synthetic  nature of our  photoselective  compounds
          permits   us  to  design   drugs   with   molecular   structures   and
          characteristics that may facilitate  consistency in clinical treatment
          settings,  as well as  predictability  in  manufacturing  and  quality
          control;
     *    Side  effects.  Treatments  with our  drug  SnET2  to date  have  been
          generally  well-tolerated,  with a good safety  profile for the target
          populations  and the primary side effect being a mild,  transient skin
          photosensitivity in some patients; and
     *    Versatile. We can synthesize drugs with specific characteristics, such
          as activation by a particular  wavelength of light.  This  versatility
          provides  us with the  potential  to design  our drugs for  particular
          disease  conditions  and to take  advantage of  semiconductor  (diode)
          light technology.

     Light Producing  Devices.  We have synthesized our drugs to be activated by
light produced by reliable and affordable light sources.  Our light technologies
include  software-controlled  microchip  diodes,  light emitting  diode, or LED,
arrays and  non-thermal  lasers  and lamps.  We have  collaborated  with  Iridex
Corporation,  or Iridex,  on the  development  of light  producing  devices  for
PhotoPoint PDT in ophthalmology  and have  co-developed a portable,  solid-state
diode light device, which was used in our clinical trials in ophthalmology.

     We believe that our diode devices offer  advantages  over laser  technology
historically used in photodynamic therapy. For example, our  software-controlled
designs  offer  reliability  and built-in  control and  measuring  features.  In
addition, our diode systems, which are about the size of a desktop computer, are
smaller and more portable than traditional  high-power thermal laser systems. We
believe that our diode  systems may offer light  producing  devices that will be
more  affordable  and  convenient  than the laser systems  historically  used in
photodynamic therapy.

     Light Delivery and Measurement  Devices. We have developed and manufactured
light  delivery  and  measurement  devices for  clinical  use,  including a wide
variety of fiber optic light delivery devices for use in PhotoPoint PDT. Many of
these devices must be highly  flexible and  appropriate  for  endoscopic use and
must be able to deliver unique patterns of uniform,  diffuse light for different
disease  applications.  Some of our products include  microlenses that produce a
tiny flashlight beam for discrete surface lesions, the Flex(R) cylinder diffuser
which  delivers light in a radial pattern along a flexible tip for sites such as
the  esophagus and  spherical  diffusers  which emit a diffuse ball of light for
sites such as the bladder or nasopharynx and  endovascular  catheters for use in
cardiovascular  applications.  Some of our light delivery devices have been used
in our clinical  trials.  We have also developed light  measurement  devices for
PhotoPoint  PDT including  devices that detect  wavelength and  fluorescence  to
facilitate the measurement of light or drug uptake.

     Additionally,  we have developed with and without collaborators,  a variety
of  light  devices  producing  various  wavelengths  that we use in our  current
research  projects and  preclinical  studies and that we expect to use in future
clinical trials.

Targeted Diseases and Clinical Trials

     We believe that our PhotoPoint PDT technology has potential applications in
a wide range of disease  indications.  We have selected,  based upon regulatory,
clinical and market considerations, a number of disease applications,  discussed
below, on which to focus.  Our decision to proceed with  preclinical  studies or
advance the drug or device  development or to proceed to clinical  trials in any
application  depends upon such factors as adequate  funding,  corporate  partner
commitment,   the  results  of  preclinical  studies,   governmental  regulatory
communications,  competitive factors,  various other economic  considerations as
well as our overall business strategy.

Ophthalmology

     We believe  that  PhotoPoint  PDT has the  potential  to treat a variety of
ophthalmic disorders, including conditions caused by neovascularization, such as
AMD, as well as other ophthalmic conditions.  Neovascularization in the eye is a
condition in which new blood  vessels grow  abnormally  under the surface of the
retina or other parts of the eye. In AMD, these fragile  vessels can hemorrhage,
causing scarring and damage to the tissue which may lead to loss of vision.  AMD
is the leading cause of blindness in Americans over age 50. In December 2001, we
completed two Phase III  ophthalmology  clinical trials for the treatment of AMD
with our lead drug  candidate,  SnET2.  In  January  2002,  Pharmacia,  after an
analysis of the Phase III AMD clinical data,  determined  that the clinical data
results  indicated that SnET2 did not meet the primary efficacy  endpoint in the
study population, as defined by the clinical trial protocol, and that they would
not be filing an NDA with the FDA. The primary  efficacy  endpoint is defined as
the proportion of AMD patients  treated with SnET2 losing a specified  amount of
vision at the end of two years compared to placebo  patients.  Patients with AMD
experience  a loss of vision  as the  disease  progresses.  The  vision  loss is
measured with an eye chart from the Early Treatment Diabetic  Retinopathy Study.
In March 2002,  we regained  the license  rights to SnET2 as well as the related
data and  assets  from the Phase III AMD  clinical  trials  from  Pharmacia.  In
addition,  we have terminated our license  collaboration with Pharmacia,  and we
intend to seek a new collaborative partner for PhotoPoint PDT in ophthalmology.

     During 2002,  we completed  our own detailed  analysis of the Phase III AMD
clinical data. In January 2003, based on the results of our analysis and certain
discussions with regulatory and FDA consultants,  we announced our plans to move
forward with an NDA filing for marketing  approval of PhotoPoint  SnET2, for the
treatment of wet AMD.

     We have also  conducted  preclinical  studies  for the  treatment  of other
ophthalmic  diseases such as corneal  neovascularization,  glaucoma and diabetic
retinopathy.  At this time we are not pursuing treatments for these diseases, as
our current efforts focus on AMD.

Cardiovascular Disease

     We are  investigating  the  use of  PhotoPoint  PDT for  the  treatment  of
cardiovascular  disease,  in  particular  for the  prevention  and  treatment of
vulnerable  plaque  and  restenosis.   Vulnerable  plaque  is  an  unstable  and
rupture-prone   inflammation   within  the  artery  walls;   restenosis  is  the
renarrowing  of an artery that  commonly  occurs after balloon  angioplasty  for
obstructive  artery  disease.  Preclinical  studies with PhotoPoint PDT indicate
that   certain   photoselective   drugs  may  be   preferentially   retained  in
hyperproliferating cells in arterial walls and lipid-rich components of arterial
plaques. Data from these preclinical studies suggest that PhotoPoint PDT may aid
in the  prevention  and treatment of restenosis  by  inhibiting  the  aggressive
overgrowth of cells that block arteries.  We are in the process of formulating a
new lead drug, MV0633,  and, pending the outcome of our preclinical studies with
this and other  photoselective  drugs  and  financial  considerations  and other
factors,  we may prepare an  Investigational  New Drug  application,  or IND, in
cardiovascular disease for MV0633 or another photoselective drugs. The timing of
the IND is  dependent  on numerous  factors  including  preclinical  results and
available funding and personnel.

     As a result of our preclinical  studies in cardiovascular  disease,  we are
evaluating  the use of PhotoPoint  PDT for the  prevention  and/or  treatment of
stenosis  in  arterial-venous  grafts,  or AV  grafts.  AV grafts  are placed in
patients  with End Stage  Renal  Disease  to provide  access  for  hemodialysis.
Pending  the  results  of  our   preclinical   studies  as  well  as   financial
considerations,  corporate  collaborations  and other factors,  we may decide to
file an IND for the commencement of clinical trials in this field.

Dermatology

     A number of  dermatological,  or skin,  disorders have shown  potential for
treatment  with  PhotoPoint  PDT. One of these is  psoriasis,  a  non-cancerous,
chronic and potentially  debilitating skin disorder. In our dermatology program,
we use a topical gel formulation to deliver MV9411, a proprietary  photoreactive
drug,  directly to the skin.  In July 2001,  we completed a Phase I  dermatology
clinical trial and, in January 2002, we commenced a Phase II clinical trial with
MV9411  for  potential  use in the  treatment  of  plaque  psoriasis,  a chronic
dermatological condition for which there is no known cure. Plaque psoriasis is a
disease marked by hyperproliferation of the epidermis, resulting in inflamed and
scaly skin  plaques.  The Phase II clinical  trial is  currently  ongoing and we
expect to complete the  treatment of the  patients by the second  quarter  2003,
with some follow-up required.  If we are unable to see any satisfactory  results
from the clinical trial, we will likely put any further development on hold.

Oncology

     Cancer is a large group of diseases  characterized  by uncontrolled  growth
and  spread  of  hyperproliferating  cells.  The  treatment  of cancer is called
oncology.  In  oncology,  we  continue  to conduct  preclinical  research of our
PhotoPoint  PDT to destroy  abnormal  blood  vessels in  tumors.  This  research
includes further exploration of the mechanism of action of PhotoPoint PDT at the
cellular and tissue level, the effect of PhotoPoint PDT on tumor vasculature and
evaluation  of new  photosensitizers  in solid  tumor  models.  The focus of our
preclinical  research  is  to  evaluate  the  utility  of  PhotoPoint  PDT  as a
stand-alone treatment,  as an adjunct treatment to conventional therapies, or as
a combination  therapy with experimental or approved therapies.  Currently,  our
research  efforts focus on the use of PhotoPoint PDT in treating cancers such as
those of the brain, breast, lung and prostate.  We have an existing oncology IND
for SnET2,  under which we may choose to submit protocols for clinical trials in
oncology indications in the future.

Strategic Collaborations

     We  are  pursuing  a  strategy  of  establishing   license  agreements  and
collaborative  arrangements for the purpose of securing exclusive access to drug
and device  technologies,  funding  development  activities and providing market
access  for our  products.  We seek to obtain  from our  collaborative  partners
exclusivity  in  the  field  of  photodynamic  therapy  and  to  retain  certain
manufacturing  and  co-development  rights. We intend to continue to pursue this
strategy  where  appropriate  in order to enhance  in-house  research  programs,
facilitate  clinical  trials  and  gain  access  to  distribution  channels  and
additional technology.

Definitive Collaborative Agreements

Pharmacia Corporation

     Over time we have entered  into a number of  agreements  with  Pharmacia to
fund our operations and develop and market SnET2. In March 2002, we entered into
a Contract  Modification and Termination Agreement with Pharmacia under which we
regained  all of the  rights  and  related  data and  assets  to our  lead  drug
candidate,  SnET2, and we restructured our outstanding debt to Pharmacia.  Under
the  terms of the  Contract  Modification  and  Termination  Agreement,  various
agreements and side letters between Miravant and Pharmacia have been terminated,
most of which  related to SnET2 license  agreements  and related drug and device
supply  agreements,  side letters,  the  Manufacturing  Facility  Asset Purchase
Agreement and various  supporting  agreements.  We also modified our 2001 Credit
Agreement with Pharmacia.

     The  termination of the various  agreements  provided that all ownership of
the  rights,  related  data and  assets to SnET2 and the Phase III AMD  clinical
trials for the treatment of AMD revert back to us. The rights  transferred  back
to us include the  ophthalmology  IND and the related filings,  data and reports
and the  ability to license the rights to SnET2.  The assets  include the lasers
utilized  in the  Phase  III AMD  clinical  trials,  the bulk API  manufacturing
equipment,  all of the bulk API inventory sold to Pharmacia in 2001 and 2002 and
the finished dose formulation,  or FDF, inventory. In addition, we reassumed the
lease  obligations  and related  property  taxes for our bulk API  manufacturing
facility.  The lease  agreement  expires in March 2006 and  currently has a base
rent of  approximately  $26,000  per month.  In  January  2003,  we sublet  this
facility through December 2005.

     Under  the  Manufacturing  Facility  Asset  Purchase  Agreement,  which was
entered into in May 2001 and  subsequently  terminated in March 2002,  Pharmacia
satisfied the following obligations:

     *    Pharmacia  agreed to buy our existing  bulk API  inventory at cost for
          $2.2  million.  During  2001,  the entire $2.2 million of the existing
          bulk API  inventory  had been  delivered  to  Pharmacia,  recorded  as
          revenue and the payment had been received  into the  inventory  escrow
          account;
     *    Pharmacia  committed,  through two other purchase orders, to buy up to
          an additional $2.8 million of the bulk API which would be manufactured
          by us. As of December 31, 2002,  we had sold $2.5 million  during 2001
          and 2002 of newly  manufactured  bulk API  inventory,  which  had been
          delivered to  Pharmacia,  recorded as revenue and the payment had been
          received into the inventory  escrow account.  No further bulk API will
          be sold to Pharmacia;
     *    Pharmacia agreed to purchase the manufacturing  equipment necessary to
          produce  bulk API.  The  manufacturing  equipment  was  purchased  for
          $863,000,  its  fair  market  value  as  appraised  by an  independent
          appraisal firm. The payment for the purchase of the equipment was made
          into an equipment escrow account;
     *    The interest  earned by the inventory and  equipment  escrow  accounts
          accrued to us and was  released  in full from each  escrow  account in
          January 2002 and March 2002,  respectively.  All amounts received into
          escrow were  recorded as accounts  receivable  until the amounts  were
          released.

     The Contract  Modification and Termination Agreement also modified the 2001
Credit Agreement as follows:

     *    The outstanding debt that we owed to Pharmacia of approximately  $26.8
          million, was reduced to $10.0 million plus accrued interest;
     *    The first  payment of $5.0 million  plus  accrued  interest was due on
          March 5, 2003 and was  subsequently  extended  to June 30,  2003.  The
          second payment of $5.0 million plus accrued interest is due on June 4,
          2004.  Interest on the debt will be recorded at the prime rate,  which
          was 4.75% on March 5, 2002 and 4.25% at December 31, 2002;
     *    In exchange for these  changes and the rights to SnET2,  we terminated
          our right to receive a $3.2 million loan that was available  under the
          2001 Credit  Agreement.  Also, as Pharmacia has  determined  that they
          will not file an NDA for the SnET2  PhotoPoint PDT for AMD, based upon
          their  overall  analysis  of the Phase III AMD data,  we will not have
          available to us an additional  $10.0 million of borrowings as provided
          for under the 2001 Credit  Agreement.  Pharmacia  has no obligation to
          make any further milestone  payments,  equity investments or to extend
          us additional credit;
     *    The early repayment provisions were modified and many of the covenants
          were eliminated or modified.  Our requirement to allocate  one-half of
          the net proceeds from any public or private equity  financings  and/or
          asset  dispositions  towards  the  early  repayment  of  our  debt  to
          Pharmacia was modified as follows:

          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds  are  less  than or equal  to $7.0  million,  we are not
               required to make an early  repayment  towards our Pharmacia debt.
               As of March 31, 2003, our aggregate equity  financings  amount to
               $2.5 million;
          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds  are greater than $7.0 million but less than or equal to
               $15.0 million, then we are required to apply one-third of the net
               proceeds  from the  amount in excess of $7.0  million up to $15.0
               million,  or a maximum  repayment  of $2.7  million  towards  our
               Pharmacia debt;
          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds are greater than $15.0 million but less than or equal to
               $25.0 million,  then we are required to apply one-half of the net
               proceeds  from the amount in excess of $15.0  million up to $25.0
               million,  or a maximum  repayment  of $7.7  million  towards  our
               Pharmacia debt;
          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds are greater than $25.0 million,  then we are required to
               apply all of the net proceeds  from the amount in excess of $25.0
               million,  or repay the entire $10.0 million plus accrued interest
               towards our Pharmacia debt; and
          *    Any early  repayment of our  Pharmacia  debt applies first to the
               loan  amount due on June 30,  2003,  then to the  remaining  loan
               amount due on June 4, 2004.

     Aside from the changes made under the Contract Modification and Termination
Agreement  discussed above, there were no changes made to the Warrant Agreement,
the Equity  Investment  Agreement and the  Registration  Rights  Agreement  with
Pharmacia.

     In connection with the 2001 Credit Agreement, we granted Pharmacia warrants
to purchase a total of 360,000 shares of our Common Stock.  The exercise  prices
and  expiration  dates are as follows:  120,000  shares at an exercise  price of
$11.87 per share  expiring May 5, 2004,  120,000  shares at an exercise price of
$14.83 per share  expiring  November 12, 2004 and 120,000  shares at an exercise
price of $20.62 per share  expiring May 23, 2005.  Pharmacia  will retain all of
its rights under the terms and conditions of the Warrant Agreement.

     In  February  1999,  through  an  Equity  Investment  Agreement,  Pharmacia
purchased  1,136,533  shares  of our  Common  Stock at  $16.71  per share for an
aggregate purchase price of $19.0 million.  Additionally, in connection with the
original SnET2 license agreement in 1995,  Pharmacia purchased 725,001 shares of
our Common Stock for $13.0 million. Under the terms of the Contract Modification
and  Termination  Agreement,  Pharmacia  will retain all of the shares of Common
Stock purchased from us.

     In  addition,  as of  March  5,  2003,  our  first  payment  on our debt to
Pharmacia was due in the amount of $5.0 million plus accrued  interest.  We have
since  negotiated  with  Pharmacia an extension on the first payment due to June
30, 2003.  In  connection  with the extension of the first debt payment date, we
agreed to pay a total of $250,000  payable in two  installments of $125,000 each
on March 24,  2003 and April 17,  2003.  This  amount  related  to the  interest
accrued  through  March  5,  2003 of  $229,000  as well as an  extension  fee of
$21,000.  We paid the first  installment  of $125,000 on March 24,  2003.  If we
cannot make the scheduled  payment or negotiate new terms for the debt repayment
with  Pharmacia,  then  Pharmacia  can exercise all its rights to secure all the
collateral  under the  agreement,  which  includes  all our assets.  There is no
guarantee  that we will be able to make the  scheduled  payment or that new debt
repayment terms will be negotiated timely, if at all.

Iridex Corporation

     In May 1996, we entered into a co-development  and  distribution  agreement
with Iridex,  a leading provider of  semiconductor-based  laser systems to treat
eye diseases. The agreement generally provides:

     *    Miravant with the exclusive  right to co-develop,  with Iridex,  light
          producing  devices  for use in  photodynamic  therapy  in the field of
          ophthalmology;
     *    We will conduct  clinical trials and make regulatory  submissions with
          respect to all  co-developed  devices and Iridex will  manufacture all
          devices  for  these  trials,  with  costs  shared  as set forth in the
          agreement; and
     *    Iridex will have an exclusive,  worldwide license to make,  distribute
          and sell all co-developed devices, on which it will pay us royalties.

     The agreement remains in effect,  subject to earlier termination in certain
circumstances,  until ten years after the date of the first FDA  approval of any
co-developed  device for commercial sale, subject to certain renewal rights. The
light producing  device used in AMD clinical trials was  co-developed  with Iris
Medical Instruments Inc., a subsidiary of Iridex, under this agreement,  and any
commercialization of this device is governed in part by this agreement.

The University of Toledo,  The Medical  College of Ohio and St. Vincent  Medical
Center

     In July 1989, we entered into a License  Agreement  with the  University of
Toledo,  the Medical College of Ohio and St. Vincent Medical Center,  of Toledo,
Ohio,  collectively  referred  to as Toledo.  This  agreement  provides  us with
exclusive, worldwide rights:

     *    To make,  use,  sell,  license or  sublicense  certain  photoselective
          compounds,  including  SnET2  covered by certain  Toledo  patents  and
          patent  applications,  or not  covered  by  Toledo  patents  or patent
          applications  but owned or licensed to Toledo and which Toledo has the
          right to sublicense;
     *    To make, use, sell, license or sublicense certain of the compounds for
          which we have provided Toledo with financial support; and
     *    To make,  use or sell any  invention  claimed  in  Toledo  patents  or
          applications  and  any  composition,   method  or  device  related  to
          compounds  conceived or developed by Toledo under  research  funded by
          Miravant.

     The agreement further provides that we pay Toledo royalties on the revenues
we receive from the sales or sublicenses of product  covered by this  agreement.
To date, no royalties have been paid or accrued since no drug or related product
has  been  sold.  Under  the  agreement,  we are  required  to  satisfy  certain
development and commercialization  objectives once an NDA has received approval.
This agreement  terminates upon the expiration or non-renewal of the last patent
which  may issue  under  this  agreement,  currently  2013.  By the terms of the
agreement,  the license extends upon issuance of any new Toledo  patents.  We do
not have contractual  indemnification rights against Toledo under the agreement.
Some of the research relating to the compounds covered by the License Agreement,
including  SnET2,  has been or is being  funded in part by certain  governmental
grants under which the United States  Government has or will have certain rights
in the technology developed,  including the right under certain circumstances to
a non-exclusive  license or to require Miravant to grant an exclusive license to
a third  party.  For a  description  of  governmental  rights  see  Patents  and
Proprietary Technology.

Fresenius AG

     In August 1994, we entered into an SnET2  formulation and commercial supply
agreement,  or  Formulation  Agreement,  with  Pharmacia  to develop an emulsion
formulation suitable for intravenous  administration of SnET2 in a finished dose
formulation,  or FDF.  Effective  November 30, 1998,  Pharmacia  entered into an
Asset  Transfer  Agreement  with  Fresenius  Kabi  Nutrition AB, a subsidiary of
Fresenius  Kabi  AG,  or  Fresenius.  Effective  November  30,  1998,  Pharmacia
simultaneously  assigned  its  rights  and  obligations  under  the  Formulation
Agreement to Fresenius and entered into its own Contract Manufacturing Agreement
for Fresenius' direct supply of SnET2 FDF to Pharmacia.

     As  part  of  the  activities   necessary  under  the  Pharmacia   Contract
Modification and Termination Agreement, on June 27, 2002, Pharmacia and Miravant
entered  into an agreement  whereby all of  Pharmacia's  rights and  obligations
under the  Contract  Manufacturing  Agreement  were  assigned  to  Miravant.  By
operation of Fresenius' consent to the assignment, the Formulation Agreement has
been  superceded  by the  terms of the  Contract  Manufacturing  Agreement.  The
operating terms of this agreement are as follows:

     *    Fresenius  remains  our  exclusive  manufacturer  and  supplier of our
          worldwide requirements for SnET2 FDF;
     *    Fresenius will not develop or supply drug formulations or services for
          use in any  photodynamic  therapy  applications for any other company;
          and
     *    The agreement term is indefinite  except that it may be terminated ten
          years after the first commercial sale of SnET2 FDF.

Ramus Medical Technologies

     In December 1996,  our wholly owned  subsidiary,  Miravant  Cardiovascular,
Inc., entered into a co-development  agreement with Ramus Medical  Technologies,
or Ramus, an innovator in the development of autologous tissue  stent-grafts for
vascular  bypass  surgeries.  Generally  the  agreement  provides  us  with  the
exclusive rights to co-develop our photodynamic  therapy  technology with Ramus'
proprietary  technology in the  development  of autologous  vascular  grafts for
coronary  arteries and other  vessels.  Ramus shall  provide,  at no cost to us,
products  for use in  preclinical  studies  and  clinical  trials with all other
preclinical and clinical costs to be paid by us. The agreement remains in effect
until  the later of ten years  after the date of the first FDA  approval  of any
co-developed  device for commercial  sale, or the life of any patent issued on a
co-developed device, subject to certain renewal rights. Currently,  there are no
co-development activities and Ramus activities are at a minimum until they raise
funding to continue operations.  We do provide various services to them on an as
needed basis, which have been insignificant to date, and we have deferred Ramus'
sublease rent payments until sometime in the future.

     In  conjunction  with the  co-development  agreement,  we  purchased a $2.0
million  equity  interest  in Ramus,  and  obtained  an option  to  acquire  the
remaining  shares of Ramus.  We have  declined to  exercise  this option and the
option  period  has now  expired.  Further,  we have  first  refusal  rights and
pre-emptive  rights for any issuance of new securities,  whether debt or equity,
made by Ramus.  In April 1998, we entered into a $2.0 million  revolving  credit
agreement  with Ramus.  Between  1998 and 1999,  Ramus  borrowed the entire $2.0
million available under the credit  agreement.  In March 2000, the loan term was
extended  indefinitely.  It was determined that it was probable that we would be
unable to collect the amounts due from Ramus under the contractual  terms of the
loan  agreement.  Therefore,  we have  established  a  reserve  for  the  entire
outstanding balance of the loan receivable at December 31, 2002 and 2001. We are
currently in  discussions  with Ramus to convert the entire  amount of the loans
receivable from Ramus,  including accrued and unpaid interest to Ramus preferred
stock.

Xillix Technologies Corp.

     In June 1998, we purchased an equity interest in Xillix Technologies Corp.,
or Xillix.  We received  2,691,904 shares of Xillix common stock in exchange for
$3.0 million in cash and 58,909 shares of Miravant  Common Stock. In conjunction
with the  investment,  we also  entered  into an  exclusive  strategic  alliance
agreement with Xillix to co-develop proprietary systems incorporating PhotoPoint
PDT and Xillix's  fluorescence  imaging  technology  for diagnosing and treating
early stage cancer and pre-malignant  tissues.  The agreement provides that both
companies  will own  co-developed  products  and will  share  the  research  and
development costs associated with the development  program.  Xillix will receive
drug royalty payments from us based on the sale of our drugs used in conjunction
with the co-developed technology.  Currently,  there are no active collaborative
projects.

     Additionally, during 2000 and again in 2002, we determined that the decline
in the value of our investment in Xillix was other-than-temporary. Since we made
the  investment in June 1998, the value of the Xillix common stock had decreased
by  approximately  70% through 2000 and  approximately an additional 20% through
2002 and had  been at  similar  levels  for at least  nine  months  prior to the
write-down.  In December  2000,  we recognized a loss  write-down  totaling $3.5
million and in December 2002 another  $598,000 loss write-down was recorded,  to
reduce our  investment  in Xillix to its  estimated  current fair value based on
quoted market prices as of December 31, 2002. This loss is included in "Non-cash
loss in investment" in the consolidated statements of operations,  stockholders'
equity  (deficit)  and cash flows.  As of December 31,  2002,  we still hold the
2,691,904  shares of Xillix  common stock  received in the  original  investment
transaction.  The  adjusted  cost basis in the  investment  is $393,000 and this
investment  will continue to be classified as an  available-for-sale  investment
recorded at fair value with any resulting unrealized gains or losses included in
"Accumulated  other  comprehensive  loss" in the consolidated  balance sheet and
statement of stockholders' equity (deficit).

Laserscope

     In April  1992,  we entered  into a  seven-year  license  and  distribution
agreement with Laserscope,  a surgical laser company.  This agreement terminated
in April 1999 and Laserscope  made a final royalty  settlement  with us in 2001.
Laserscope  now  holds  a fully  paid-up,  non-exclusive  license  to use in its
products dye laser technology that we developed.

Non-Definitive Agreements

     Executive  management is currently  pursuing  various  potential  strategic
partners in fields of ophthalmology and cardiovascular  disease. In the field of
ophthalmology we entered into a non-binding  letter of intent with Bausch & Lomb
in June  2002,  for SnET2 for the  treatment  of AMD.  As of October 1, 2002 the
letter of intent has  expired,  however,  we continue to have  discussions  with
Bausch & Lomb  regarding this  opportunity.  Bausch & Lomb may still continue to
pursue potential licensing  opportunities with us for SnET2, or other compounds,
however,  at this time we have not  entered  into any  definitive  or  exclusive
agreements  with  them.  In  the  field  of  cardiovascular  disease,  we are in
discussions with various potential strategic partners, but also have not entered
into any definitive or exclusive agreements. There are no guarantees that Bausch
& Lomb or any  other  potential  strategic  partner  will  enter  into a license
agreement or provide us with any  potential  funding to advance our research and
development programs.

Research and Development Programs

     Our research and  development  programs  are devoted to the  discovery  and
development of drugs and devices for PhotoPoint  PDT. These research  activities
are conducted  in-house in our  pharmaceutical  and engineering  laboratories or
elsewhere in collaboration  with medical or other research  institutions or with
other companies. We have expended, and expect to continue to spend,  substantial
funds on our research and development programs. We expended $9.5 million,  $13.5
million and $20.2 million on research and  development  activities  during 2002,
2001 and 2000, respectively.

     Our pharmaceutical  research programs are focused on the ongoing evaluation
of our  proprietary  compounds for  different  disease  applications.  Among our
outside or  extramural  research,  we are  periodically  conducting  preclinical
studies at various  academic  and medical  research  institutions  in the United
States and abroad. We are also active in the research and development of devices
for  PhotoPoint  PDT. These  programs  include  development of fiber optic light
delivery devices, as well as light sources.  Device research and development are
presently conducted either in-house or in collaboration with partners.

     We have pursued and been awarded various  government  grants and contracts.
These grants have been sponsored by the National Institutes of Health and/or the
Small Business Innovative Research Administration, which complement our research
efforts and facilitate new development.

Manufacturing

     Our strategy is generally to retain manufacturing rights and maintain pilot
manufacturing   capabilities   and,  where  appropriate  due  to  financial  and
production   constraints,   to  partner  with  leading  contract   manufacturing
organizations  in the  pharmaceutical  and  medical  device  sector for  certain
elements  of our  manufacturing  processes.  We were  licensed  by the  State of
California  to  manufacture  bulk API at one of our  Santa  Barbara,  California
facilities  for  clinical  trial and other use.  This  particular  manufacturing
facility  was shut  down in 2002 and is  currently  being  reconstructed  in our
existing operating facility. We expect to have the manufacturing facility at the
new location  operational in 2003, pending any required regulatory  approvals by
the  State of  California  and  federal  regulatory  agencies.  In the  original
manufacturing  facility, we have manufactured bulk API for SnET2, the process up
to the final  formulation  and  packaging  step,  and have in inventory  what we
believe is an adequate supply for an initial  commercial launch of SnET2, if and
when  regulatory  approval  on both  the  facility  and the  existing  bulk  API
inventory is received,  if at all. We also have the ability to  manufacture,  at
very small  levels,  light  producing  devices  and light  delivery  devices and
conduct other  production  and testing  activities to support  current  clinical
programs, at this location. However, we have limited capabilities, personnel and
experience in the manufacture of finished drug, and at commercial levels,  light
producing and light delivery products and utilize outside suppliers,  contracted
or otherwise,  for certain  materials and services related to our  manufacturing
activities,  especially  large scale levels.  Although most of our materials and
components  are  available  from various  sources,  we are  dependent on certain
suppliers for key materials or services used in our drug and light producing and
light delivery  device  development and production  operations.  One supplier is
Fresenius,  which  processes our SnET2 drug substance into a sterile  injectable
formulation and packages it in vials for distribution.  We expect to continue to
develop new drugs and new drug  formulations  both  in-house and using  external
suppliers, which may or may not have similar dependencies on suppliers.  Another
supplier is Iridex,  which provided the light producing  devices used in our AMD
clinical trials and can be used for future commercial use in  ophthalmology.  As
previously  discussed,  we regained  ownership of bulk API  inventory and lasers
from  Pharmacia,  which are not  subject to  expiration  dates,  whereas the FDF
received has expired.

     Prior to our being able to supply drugs or devices for commercial  use, our
manufacturing  facilities,  as well as the  Iridex and  Fresenius  manufacturing
facilities,  must comply with Good Manufacturing  Practices, or GMPs, with which
Iridex and  Fresenius  are currently  manufacturing  under.  Prior to commercial
sales  of our  drug  and  device  products,  which  may not be  attained,  these
facilities  will have to be approved by the FDA. We,  along with our  suppliers,
are able to manufacture  our drug and device products for clinical trial use and
commercial  use,  pending  final  FDA  approval.  In  addition,  if we  elect to
outsource manufacturing to third-party manufacturers, these facilities also have
to satisfy GMP and FDA manufacturing requirements.

     In  February  1997,  we  received  registration  to ISO  9001  and EN 46001
signifying  compliance  to  the  International  Standards  Organization  quality
systems  requirements  for  design,  manufacture  and  distribution  of  medical
devices. We chose to discontinue ISO 9001 registration as part of a cost savings
program, as it was unlikely to be used in the near future.

Marketing, Sales and Distribution

     Our strategy is to partner with leading  pharmaceutical  and medical device
companies for the marketing,  sales and  distribution of our products.  In March
2002, we terminated  our license  agreement with Pharmacia and received back the
worldwide  license rights to SnET2 and at this time we are currently  pursuing a
new collaborative partner to market and sell our leading drug candidate SnET2 as
well as other  potential  compounds.  We have  granted to Iridex  the  worldwide
license to market and sell all co-developed  light producing  devices for use in
PhotoPoint PDT in the field of ophthalmology.

     Where  appropriate,   we  intend  to  seek  additional   arrangements  with
collaborative  partners,  selected for  experience  in disease  applications  or
markets,  to act as our  marketing  and sales arm and to establish  distribution
channels for our drugs and devices. We may also distribute our products directly
or through independent distributors.

Customers and Backlog

     We  currently   have  no  drug  or  device  that  has  been   approved  for
commercialization  by applicable  regulatory  bodies.  As a result, we currently
have no customers or backlog.  We have derived revenue in the past from sales of
compounds to our collaborative  partner and have received  governmental research
grants.  We have also received  limited  royalty income from  Laserscope for the
license of our dye laser technology.

Patents and Proprietary Technology

     We pursue a policy of seeking patent  protection for our technology both in
the United States and in selected countries abroad. We plan to prosecute, assert
and defend our patent rights when appropriate.  We also rely upon trade secrets,
know-how,  continuing  technological  innovations and licensing opportunities to
develop and maintain our competitive position. The following is a summary of our
current patents:

     *    Record owner of thirty-seven  issued United States patents,  primarily
          device, expiring 2010 through 2021;
     *    Record  owner of ten issued  foreign  patents,  expiring  2012 through
          2019;
     *    Exclusive  license  rights under twenty issued United States  patents,
          primarily pharmaceutical, expiring 2006 through 2017;
     *    Exclusive license rights under seven issued foreign patents,  expiring
          2006 through 2017;
     *    Co-owner or licensee of four additional issued patents,  expiring 2015
          through 2017; and
     *    Holder  of a number  of  United  States  and  related  foreign  patent
          applications filed and pending,  relating to photoselective compounds,
          light devices and methods.

     We obtained many of our  photoselective  compound patent rights,  including
rights to SnET2, through an exclusive license agreement with Toledo.  Certain of
the  foregoing  patents and  applications  are  subject to certain  governmental
rights described below.

     The  patent  positions  of  pharmaceutical  and  biotechnology   companies,
including  ours,  can be uncertain and involve  complex legal,  scientific,  and
factual  questions.  There can be no  assurance  that our  patents  or  licensed
patents will afford legal protection against  competitors or provide significant
proprietary  protection or competitive  advantage.  In addition,  our patents or
licensed patents could be held invalid or unenforceable by a court, or infringed
or circumvented by others, or others could obtain patents that the we would need
to license or circumvent.  Competitors or potential  competitors  may have filed
patent  applications or received patents,  and may obtain additional patents and
proprietary rights relating molecules,  compounds, or processes competitive with
ours.

     It is our general  policy to require our  employees,  consultants,  outside
scientific collaborators and sponsored researchers and other advisors to execute
confidentiality  agreements  upon the  commencement  of employment or consulting
relationships   with  us.  These   agreements   provide  that  all  confidential
information  developed or made known to the individual  during the course of our
relationship  are to be kept  confidential  and not  disclosed to third  parties
except in specific  limited  circumstances.  We also  generally  require  signed
confidentiality  or material  transfer  agreements  from any company  that is to
receive confidential data or proprietary compounds. In the case of employees and
consultants,  the agreements  generally provide that all inventions conceived by
the individual  while rendering  services to us, which relate to our business or
anticipated business, shall be assigned to us as our exclusive property.

     Some of our research relating to certain  pharmaceutical  compounds covered
by the license  agreement  with Toledo,  including  SnET2,  has been or is being
funded  in part by Small  Business  Innovation  Research  Administration  and/or
National  Institutes of Health grants. As a result, the United States Government
has or will have certain  rights in the  inventions  developed with the funding.
These rights include a  non-exclusive,  paid-up,  worldwide  license under these
inventions for any  governmental  purpose.  In addition,  the government has the
right to require us to grant an exclusive  license under any of these inventions
to a third party if the government determines that:

     *    Adequate steps have not been taken to commercialize such inventions;
     *    Such action is necessary to meet public health or safety needs; or
     *    Such action is  necessary  to meet  requirements  for public use under
          federal regulations.

     Federal law requires that any exclusive  licensor of an invention  that was
partially funded by federal grants, which is the case with the subject matter of
certain  patents issued in our name or licensed from Toledo,  agree that it will
not grant  exclusive  rights to use or sell the  invention in the United  States
unless the grantee  agrees that any products  embodying  the  invention  will be
manufactured  substantially  in the United States,  although this requirement is
subject to a discretionary waiver by the government. It is not expected that the
government  will exercise any of these rights or that the exercise of this right
would have a material impact on us.

Government Regulation

     The research, development,  manufacture,  marketing and distribution of our
products  are  subject  to  regulation  for  safety  and  efficacy  by  numerous
governmental authorities in the United States and other countries. In the United
States,  pharmaceutical  products and medical  devices are  regulated by the FDA
through the Food,  Drug and Cosmetic Act,  known as the FDC Act. The FDC Act and
various  other  federal  and state  statutes  control and  otherwise  affect the
development,  approval, manufacture,  testing, storage, records and distribution
of  drugs  and  medical  devices.  We are  subject  to  regulatory  requirements
governing both drugs and devices.

     Drug Products.  The FDA generally requires the following steps before a new
drug product may be marketed in the United States:

     *    Preclinical studies (laboratory and animal tests);
     *    The  submission  to the FDA of an  application  for an IND  exemption,
          which must become effective before human clinical trials may commence;
     *    Adequate and  well-conducted  clinical trials to establish  safety and
          efficacy of the drug for its intended use; and
     *    The  submission  to the FDA of an NDA;  and review and approval of the
          NDA by the FDA before any commercial sale or shipment of the drug.

     In addition to obtaining FDA approval for each new drug product,  each drug
manufacturing  establishment  must be  registered  with the  FDA.  Manufacturing
establishments,  both  domestic and foreign,  are subject to  inspections  by or
under the authority of the FDA and by other federal, state or local agencies and
must  comply  with the  FDA's  current  Good  Manufacturing  Practices,  or GMP,
regulations.  The FDA will not approve an NDA until a pre-approval inspection of
the  manufacturing  facilities  confirms that the drug is produced in accordance
with  current drug GMPs.  In  addition,  drug  manufacturing  establishments  in
California must also be licensed by the State of California and must comply with
manufacturing,  environmental and other regulations  promulgated and enforced by
the California  Department of Health Services.  We were licensed by the State of
California  to  manufacture  bulk API at one of our  Santa  Barbara,  California
facilities  for  clinical  trial and other use.  This  particular  manufacturing
facility  was shut  down in 2002 and is  currently  being  reconstructed  in our
existing operating facility. We expect to have the manufacturing facility at the
new location  operational in 2003, pending any required regulatory  approvals by
the State of California and federal regulatory agencies.

     Preclinical  studies include  laboratory  evaluation of product  chemistry,
conducted  under Good  Laboratory  Practices,  or GLP,  regulations,  and animal
studies  to  assess  the  potential  safety  and  efficacy  of the  drug and its
formulation.  The results of the preclinical studies are submitted to the FDA as
part of the IND.  Unless  the FDA asks for  additional  information,  additional
review time, or otherwise  objects to the IND, the IND becomes  effective thirty
days following its receipt by the FDA.

     Clinical trials involve the administration of the  investigational  drug to
human subjects under FDA regulations  and other guidance  commonly known as Good
Clinical  Practice,  or GCP,  requirements  under the supervision of a qualified
physician.  Clinical  trials are conducted in  accordance  with  protocols  that
detail the objectives of the study,  the parameters to be used to monitor safety
and the efficacy criteria to be evaluated. Each protocol is submitted to the FDA
as a part of the IND. Each clinical  study must be conducted  under the auspices
of an independent  Institutional Review Board, or IRB. The IRB considers,  among
other things,  ethical  factors,  the safety of human  subjects and the possible
liability of the testing institution.

     Clinical  trials  are  typically  conducted  in  three  sequential  phases,
although the phases may overlap.

     *    Phase I  represents  the initial  introduction  of the drug to a small
          group of humans to test for safety,  identify adverse effects,  dosage
          tolerance,   absorption,   distribution,   metabolism,  excretion  and
          clinical  pharmacology  and, if  possible,  to gain early  evidence of
          effectiveness;
     *    Phase II involves  studies in a limited sample of the intended patient
          population  to  assess  the  efficacy  of  the  drug  for  a  specific
          indication,  to determine dose tolerance and optimal dose range and to
          identify possible adverse effects and safety risks; and
     *    Once a  compound  is  found  to  have  some  efficacy  and to  have an
          acceptable safety profile in Phase II evaluations,  Phase III clinical
          trials are  initiated  for  definitive  clinical  safety and  efficacy
          studies in a broader  sample of the  patient  population  at  multiple
          study  sites.  The results of the  preclinical  studies  and  clinical
          trials are  submitted  to the FDA in the form of an NDA for  marketing
          approval.

     Completing  clinical  trials  and  obtaining  FDA  approval  for a new drug
product  is a long  process  and is likely  to take  several  years and  require
expenditure of substantial resources. If an NDA application is submitted,  there
can be no  assurance  that the FDA will  approve  the NDA.  Even if initial  FDA
approval is obtained,  further  studies may be required to gain approval for the
use of a product as a treatment  for clinical  indications  other than those for
which the product was initially  approved.  Also,  the FDA requires  post-market
surveillance programs to monitor and report the drug's side effects. For certain
drugs, the FDA may also, concurrent with marketing approval, seek agreement from
the  sponsor  to conduct  post-marketing,  Phase IV,  studies to obtain  further
information  about the drug's risks,  benefits and optimal use.  Results of this
monitoring  and of  Phase IV  post-marketing  studies  may  affect  the  further
marketing of the product.

     Where appropriate, we may seek to obtain accelerated review and/or approval
of  products  and to use  expanded  access  programs  that may  provide  broader
accessibility and, if approved by the FDA, payment for an  investigational  drug
product. For instance, we requested and received fast track designation from the
FDA for the treatment of choroidal neovascularization associated with AMD. Under
the FDA Modernization Act of 1997, the FDA gives fast track designation to drugs
and devices that treat serious or  life-threatening  conditions  that  represent
unmet medical needs. The designation means that data can be submitted to the FDA
during the clinical trial process based on clinical or surrogate  endpoints that
are likely to predict clinical benefit,  and the FDA can expedite its regulatory
review.  Other examples of such  activities  include  pursuing  programs such as
treatment  IND or  parallel  track  IND  classifications  which  allow  expanded
availability  of an  investigational  treatment  to patients  not in the ongoing
clinical  trials,  and seeking  physician or  cross-referenced  INDs which allow
individual  physicians to use an investigational  drug before marketing approval
and for an indication not covered by the ongoing clinical trials. However, there
can be no  assurance  that we will seek such  avenues at any time,  or that such
activities will be successful or result in accelerated review or approval of any
of our products.

     Medical  Device  Products.  Our  medical  device  products  are  subject to
government regulation in the United States and foreign countries.  In the United
States,  we are  subject  to the rules and  regulations  established  by the FDA
requiring  that our medical  device  products are safe and  efficacious  and are
designed, tested, developed, manufactured and distributed in accordance with FDA
regulations.

     Under the FDC Act, medical devices are classified into one of three classes
(i.e., class I, II, or III) on the basis of the controls necessary to reasonably
ensure their safety and  effectiveness.  Safety and effectiveness can reasonably
be  assured  for class I  devices  through  general  controls  (e.g.,  labeling,
premarket  notification  and adherence to GMPs) and for class II devices through
the use of general and special controls (e.g., performance standards, postmarket
surveillance,  patient  registries  and FDA  guidelines).  Generally,  class III
devices are those  which must  receive  premarket  approval by the FDA to ensure
their  safety and  effectiveness  (e.g.,  life-sustaining,  life-supporting  and
implantable   devices,   or  new  devices  which  have  been  found  not  to  be
substantially equivalent to legally marketed devices).

     Before a new device  can be  introduced  to the  market,  the  manufacturer
generally  must  obtain  FDA  clearance   through  either  a  510(k)   premarket
notification  or a Premarket  Approval  Application,  or PMA. A PMA requires the
completion of extensive  clinical  trials  comparable  to those  required of new
drugs and  typically  requires  several  years before FDA  approval,  if any, is
obtained.  A 510(k)  clearance  will be granted if the submitted  data establish
that the proposed  device is  "substantially  equivalent" to a legally  marketed
class I or class II medical  device,  or to a class III medical device for which
the  FDA  has  not  called  for  PMAs.  Devices  used  by  other  companies  for
photodynamic therapy,  which are similar to our devices, have been classified as
Class III, and have been evaluated in  conjunction  with an IND as a combination
drug-device  product.  Therefore  it is likely  that our  products  will also be
treated as a combination drug-device product.

     Combination Drug-Device Products. Medical products containing a combination
of drugs,  devices or  biological  products  may be  regulated  as  "combination
products." A combination  product is generally defined as a product comprised of
components from two or more regulatory categories (drug/device, device/biologic,
drug/biologic, etc.) and in which the various components are required to achieve
the intended effect and are labeled accordingly. Each component of a combination
product is subject to the rules and regulations  established by the FDA for that
component category, whether drug, biologic or device. Primary responsibility for
the regulation of a combination  product depends on the FDA's  determination  of
the "primary mode of action" of the combination product,  whether drug, biologic
or device.

     In order to facilitate  premarket review of combination  products,  the FDA
designates  one of its centers to have primary  jurisdiction  for the  premarket
review and regulation of both components,  in most cases eliminating the need to
receive approvals from more than one center. The determination whether a product
is a  combination  product  or two  separate  products  is  made by the FDA on a
case-by-case  basis.  Market  approval  authority for  combination  photodynamic
therapy drug/device products is vested in the FDA Center for Drug Evaluation and
Research,  or CDER, which is required to consult with the FDA Center for Devices
and Radiological  Health. As the lead agency,  the CDER administers and enforces
the  premarket  requirements  for both the drug  and  device  components  of the
combination  product.  The FDA has  reserved  the decision on whether to require
separate submissions for each component until the product is ready for premarket
approval. Although, to date, photodynamic therapy products have been categorized
by the  FDA as  combination  drug-device  products,  the  FDA  may  change  that
categorization in the future,  resulting in different submission and/or approval
requirements.

     If  separate  applications  for  approval  are  required  in the future for
PhotoPoint  PDT devices,  it may be necessary for us to submit a PMA or a 510(k)
to the FDA for our PhotoPoint PDT devices. Submission of a PMA would include the
same clinical trials  submitted under the IND to show the safety and efficacy of
the  device  for  its  intended  use  in  the  combination   product.  A  510(k)
notification  would  include  information  and data to show  that our  device is
substantially  equivalent  to  previously  marketed  devices.  There  can  be no
assurance as to the exact form of the premarket approval  submission required by
the FDA or post-marketing controls for our PhotoPoint PDT devices.

     Post-Approval Compliance. Once a product is approved for marketing, we must
continue to comply with various FDA, and in some cases Federal Trade Commission,
requirements  for design,  safety,  advertising,  labeling,  record  keeping and
reporting of adverse experiences  associated with the use of a product.  The FDA
actively enforces regulations prohibiting marketing of products for non-approved
uses. Failure to comply with applicable  regulatory  requirements can result in,
among  other  things,  fines,  injunctions,  civil  penalties,  failure  of  the
government  to  grant  premarket   clearance,   premarket   approval  or  export
certificates  for devices or drugs,  delays or  suspensions  or  withdrawals  of
approvals,  seizures or recalls of products, operating restrictions and criminal
prosecutions.  Changes in existing  requirements or adoption of new requirements
could have a material  adverse effect on our business,  financial  condition and
results of operations.

     International.  We are also  subject  to  foreign  regulatory  requirements
governing   testing,   development,   marketing,   licensing,   pricing   and/or
distribution of drugs and devices in other  countries.  These  regulations  vary
from country to country.  Beginning in 1995, a new regulatory  system to approve
drug market  registration  applications  was  implemented  in the EU. The system
provides for new centralized, decentralized and national (member state by member
state) registration procedures through which a company may obtain drug marketing
registrations.  The  centralized  procedure  allows  for  expedited  review  and
approval  of  biotechnology  and high  technology/innovative  product  marketing
applications by a central Committee for Proprietary  Medicinal  Products that is
binding on all member  states in the EU. The  decentralized  procedure  allows a
company to petition individual EU member states to review and recognize a market
application  previously  approved in one member state by the national route. Our
devices must also meet the new Medical Device  Directive  effective in Europe in
1998. The Directive  requires that our  manufacturing  quality assurance systems
and compliance with technical essential requirements be certified with a CE Mark
authorized  by a  registered  notified  body of an EU member state prior to free
sale in the EU.  Registration and approval of a photodynamic  therapy product in
other  countries,   such  as  Japan,  may  include  additional   procedures  and
requirements,  preclinical  studies  and  clinical  trials,  and may require the
assistance of native corporate partners.

Competition

     The  pharmaceutical  and medical  device  industries are  characterized  by
extensive  worldwide  research and development  efforts and rapid  technological
change.  Competition from other domestic and foreign  pharmaceutical  or medical
device companies and research and academic  institutions in the areas of product
development, product and technology acquisition,  manufacturing and marketing is
intense and is expected to increase.  These competitors may succeed in obtaining
approval  from the FDA or other  regulatory  agencies  for their  products  more
rapidly  than us.  Competitors  have also  developed  or are in the  process  of
developing  technologies  that  are,  or in the  future  may be,  the  basis for
competitive products.

     We are aware that other  companies  are  marketing  or  developing  certain
products to  prevent,  diagnose or treat  diseases  for which we are  developing
PhotoPoint PDT. These products,  as well as others of which we may not be aware,
may adversely affect the existing or future market for our products. Competitive
products  may include,  but are not limited to, drugs such as those  designed to
inhibit  angiogenesis  or otherwise  target new blood vessels,  certain  medical
devices, such as drug-eluting stents and other photodynamic therapy treatments.

     We are aware of various  competitors  involved in the photodynamic  therapy
sector.  We understand that these companies are conducting  preclinical  studies
and/or  clinical  trials  in  various  countries  and for a variety  of  disease
indications. Our direct competitors in our sector include QLT Inc., or QLT, DUSA
Pharmaceuticals,  or DUSA, Axcan  Pharmaceuticals and Pharmacyclics.  QLT's drug
Visudyne has received  marketing approval in the United States and certain other
countries  for the  treatment  of AMD and has been  commercialized  by Novartis.
Axcan and DUSA have  photodynamic  therapy  drugs,  both of which have  received
marketing approval in the United States - Photofrin(R)  (Axcan  Pharmaceuticals)
for  the  treatment  of  certain  oncology   indications  and  Levulan(R)  (DUSA
Pharmaceuticals)  for the  treatment  of  actinic  keratoses,  a  dermatological
condition.  Pharmacyclics has a photodynamic  therapy drug that has not received
marketing  approval,  which is being used in certain  preclinical studies and/or
clinical trials for ophthalmology,  oncology and cardiovascular  indications. We
are  aware of other  drugs  and  devices  under  development  by these and other
photodynamic  therapy  competitors in additional  disease areas for which we are
developing  PhotoPoint PDT. These  competitors as well as others that we are not
aware of, may develop superior  products or reach the market prior to PhotoPoint
PDT and render our products non-competitive or obsolete.

     In the photodynamic  therapy sector, we believe that a primary  competitive
issue will be the performance characteristics of photoselective drugs, including
product efficacy and safety, as well as availability, price and patent position,
among other issues.  As the photodynamic  therapy industry  evolves,  we believe
that new and more sophisticated  devices may be required and that the ability of
any group to develop advanced  devices will be important to market position.  We
believe  that if we  obtain  approval,  competition  will be  based  on  product
reliability,  clinical  utility,  patient  outcomes,  marketing and distribution
partner capabilities, availability, cost effectiveness, reimbursement and patent
position, among other factors.


<PAGE>

Corporate Offices

     The  principal  office of  Miravant is located at 336 Bollay  Drive,  Santa
Barbara,  California,  93117.  Main telephone and fax numbers are (805) 685-9880
and (805) 685-7981. Miravant was incorporated in the state of Delaware in 1989.

Employees

     As of March 14, 2003, we employed 72 individuals, approximately 37 of which
were engaged in research and development,  4 were engaged in  manufacturing  and
clinical activities and 31 in general and administrative  activities. We believe
that our  relationship  with our employees is good and none of the employees are
represented by a labor union.

     Our future success also depends on our continuing ability to attract, train
and retain highly qualified scientific and technical personnel.  Competition for
these  personnel  is  intense,  particularly  in  Santa  Barbara  where  we  are
headquartered.  Due to the limited number of people available with the necessary
scientific and technical skills and our current challenging financial situation,
we can give no  assurance  that we can retain or attract  key  personnel  in the
future.  We have not  experienced  any work stoppages and consider our relations
with our employees to be good, given our current financial circumstances.


<PAGE>




                               EXECUTIVE OFFICERS

         The names, ages and certain additional information of the current
executive officers of the Company are as follows:

                  Name                      Age                 Position

         Gary S. Kledzik, Ph.D.             53       Chairman of the Board and
                                                     Chief Executive Officer

         David E. Mai                       58       President  of  Miravant
                                                     Medical  Technologies,
                                                     Miravant  Systems,   Inc.,
                                                     Miravant Pharmaceuticals,
                                                     Inc. and Director

         John M. Philpott                   42       Chief Financial Officer and
                                                     Treasurer


     Gary S.  Kledzik,  Ph.D.  is a founder of the  Company  and has served as a
director since its inception in June 1989. He served as President of the Company
from June 1989 to May 1996. He has been Chairman of the Board of Directors since
July 1991 and Chief Executive Officer since September 1992. Prior to joining the
Company,  Dr.  Kledzik was Vice  President of the Glenn  Foundation  for Medical
Research.  His  previous  experience  includes  serving as Research  and General
Manager for an Ortho Diagnostic Systems,  Inc. division of Johnson & Johnson and
Vice President of Immulok,  Inc., a cancer and infectious disease  biotechnology
company which he co-founded and which was acquired by Johnson & Johnson in 1983.
Dr.  Kledzik  holds a B.S. in Biology and a Ph.D.  in  Physiology  from Michigan
State University.

     David E. Mai has  served  as  President  of the  Company  since  May  1996,
President of Miravant  Cardiovascular,  Inc. from  September  1992 to June 2001,
President of Miravant  Pharmaceuticals,  Inc.  since July 1996 and  President of
Miravant  Systems,  Inc.  since June 1997.  Mr. Mai served as Vice  President of
Corporate  Development  for the Company from March 1994 until May 1996.  Mr. Mai
became  associated with the Company in July 1990 as a consultant  assisting with
technology and business  development.  He joined the Company in 1991, serving as
New Product  Program  Manager  from  February  1991 to July 1992 and as Clinical
Research Manager from July 1992 to September 1992. Prior to joining the Company,
Mr. Mai was  Director of the  Intravascular  Ultrasound  Division  of  Diasonics
Corporation  from  1988 to 1989.  Previously,  Mr.  Mai  served as  Director  of
Strategic Marketing for Boston Scientific  Corporation's  Advanced  Technologies
Division,   Vice   President  of  Stanco   Medical  and  Sales   Engineer   with
Hewlett-Packard Medical Electronics. Mr. Mai holds a B.S. degree in Biology from
the University of Hawaii.

     John M. Philpott has served as Chief Financial Officer since December 1995.
Since March 1995, Mr.  Philpott had served as  Controller.  Prior to joining the
Company,  Mr.  Philpott was a Senior  Manager  with Ernst & Young LLP,  which he
joined in 1986. Mr.  Philpott is a Certified  Public  Accountant in the State of
California.  He holds a B.S.  degree in Accounting  and  Management  Information
Systems from California State University, Northridge.

Where You Can Find More Information

     We make our  annual  report on Form 10-K,  quarterly  reports on Form 10-Q,
current  reports on Form 8-K, and all  amendments to such reports filed pursuant
to Section 13(a) or 15(d) of the Exchange Act, available,  free of charge, on or
through our Internet website located at www.miravant.com,  as soon as reasonably
practicable after they are filed with or furnished to the SEC.


<PAGE>



ITEM 2.  PROPERTIES

     We currently  have three leases in place for  approximately  86,000  square
feet of office, laboratory and manufacturing space in Santa Barbara, California,
of which approximately 46,300 square feet has been subleased.

     Our primary  building,  which  currently  houses all of our  operations and
employees, represents approximately 39,700 square feet of office, laboratory and
manufacturing  space.  We  entered  into this lease in August  1996.  This lease
provides  for rent to be adjusted  annually  based on  increases in the consumer
price index and the base rent is approximately $52,000 per month. In August 2002
this lease was renewed for one year,  with a minimum of three months  notice for
termination  and has two  one-year  options to extend.  The leased  property  is
located  in a  business  park.  We have the  ability  to  manufacture  our light
producing and light  delivery  devices and perform  research and  development of
drugs, light delivery and light producing devices from this facility.

     The  remaining  two buildings  under lease have been  subleased.  The first
building for  approximately  18,900  square feet of space was leased in 1992 and
the base rent,  which is adjusted  annually  based on  increases in the consumer
price index, is approximately  $26,000 per month. This lease was extended in May
2001 and  expires in March  2006.  The leased  property is located in a business
park and is subject to a master lease agreement. In January 2003, we sublet this
facility  through  December 2005, for a monthly payment amount equal to our base
rent.  The other  building  for  approximately  27,400  square feet of primarily
office   space  was  leased  in  July  1998  and  the  base  rent  is  currently
approximately  $39,000 per month. The lease expires in October 2003 and provides
for rent to be adjusted annually based on increases in the consumer price index.
We sublet this building to two separate  parties in December  1999. The sublease
agreements expire in October 2003, with rent based upon the percentage of square
footage occupied.  Currently rental income,  which is approximately  $37,000 per
month,  is also subject to increases  based upon the consumer  price index.  The
leased  property is located in a business  park and is subject to a master lease
agreement.

     For the  facility  that we will  likely  continue  to occupy,  we may incur
additional  costs for the  construction  of the  manufacturing,  laboratory  and
office space  associated with these  facilities and we may at any time determine
to sublease additional space for areas that are not being fully utilized.


<PAGE>



ITEM 3.  LEGAL PROCEEDINGS

     We are not currently party to any material litigation or proceeding and are
not aware of any material litigation or proceeding threatened against us.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2002.


<PAGE>


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

     Our Common Stock is traded on the OTC Bulletin  Board(R),  or OTCBB,  under
the  symbol  MRVT.  The  following  table sets forth high and low bid prices per
share of  Common  Stock as  reported  on the  Nasdaq  National  Market  based on
published  financial sources.  The closing price of our Common Stock as reported
on the Nasdaq  National  Market  under the symbol  MRVT.OB on March 14, 2003 was
$1.17.

                                                               High        Low
2002:
   Fourth quarter............................................$  1.05     $ 0.40
   Third  quarter............................................   0.99       0.19
   Second quarter............................................   1.68       0.50
   First quarter.............................................   9.90       0.74

2001:
   Fourth quarter............................................$ 10.20     $ 6.32
   Third  quarter............................................  12.08       5.00
   Second quarter............................................  12.70       6.00
   First quarter.............................................   9.69       6.25

     As of March 14, 2003 there were approximately 274 stockholders of record of
the Common  Stock,  which  does not  include  "street  accounts"  of  securities
brokers.  Based on the number of proxies requested by brokers in connection with
our  annual  meeting  of  stockholders,  we  estimate  that the total  number of
stockholders of the Common Stock exceeds 5,000.

     We have never paid dividends,  cash or otherwise,  on our capital stock and
do not anticipate  paying any dividends in the foreseeable  future. We currently
intend to retain future earnings,  if any, to finance the growth and development
of our business.

     We were  notified by Nasdaq on July 11, 2002 that our Common Stock would be
delisted and begin trading on the OTCBB  effective as of the opening of business
on July 12,  2002.  The OTCBB is a regulated  quotation  service  that  displays
real-time quotes,  last-sale prices and volume  information in  over-the-counter
equity  securities.  OTCBB securities are traded by a community of market makers
that enter  quotes and trade  reports.  Our Common Stock trades under the ticker
symbol MRVT and can be viewed at www.otcbb.com.  Management  continues to review
our ability to regain our  listing  status with  Nasdaq,  however,  there are no
guarantees we will be able to raise the additional capital needed or to increase
the current  trading price of our Common Stock to allow us to meet the relisting
requirements  for the Nasdaq National Market or the Nasdaq Small Cap Market on a
timely basis, if at all.

Recent Sales of Unregistered Securities - Fourth Quarter 2002

     In connection with each borrowing  under the Debt Agreement,  we will issue
to the  Lenders a warrant to purchase  one-quarter  (1/4) of a share of Miravant
Common Stock for every $1.00  borrowed.  The exercise price of each warrant will
be equal to the greater of $1.00 per share or 150% of the average of the closing
prices of  Miravant's  Common Stock for the ten (10) trading days  preceding the
date of the Note. In addition,  upon  execution of the Debt  Agreement we issued
the Lenders a warrant to acquire  250,000  shares of our Common  Stock,  with an
exercise  price of $0.50 per share.  Each warrant will terminate on December 31,
2008,  unless previously  exercised.  We have also agreed to provide the Lenders
certain registration rights in connection with this transaction. On December 19,
2002,  pursuant to the Debt  Agreement,  we borrowed $1.0  million,  which has a
conversion  price of $0.97 per share or  convertible  into  1,029,601  shares of
Common Stock and issued the Lenders a warrant  exercisable for 250,000 shares of
our Common Stock at $1.17 per share.  The  convertible  debt and  warrants  were
issued  pursuant to an exemption from  registration  under Rule 506  promulgated
under  Regulation  D of the  Securities  Act.  The  proceeds  are being used for
research, development and general corporate purposes. For further discussion see
Item 7 Management's Discussion & Analysis.

Equity Compensation Plan Information

     The following  table gives  information  about our Common Stock that may be
issued  upon the  exercise  of  options,  warrants  and rights  under all of our
existing equity compensation plans as of December 31, 2002.


<TABLE>
<CAPTION>
<S>             <C>                                     <C>                     <C>                 <C>

                                                           (a)                 (b)               (c)
                                                        Number of                            Number of securities
                                                    securities to be                        remaining available for
                                                       issued upon      Weighted average     future issuance under
                                                       exercise of       exercise price       equity compensation
                                                       outstanding       of outstanding        plans (excluding
                                                    options, warrants       options,        securities reflected in
                                                       and rights         warrants and            column(a))
           Plan Category                                                    rights
         ----------------------------------------- -------------------- ------------------ --------------------------
         Equity compensation plans approved by
         security holders(1)(2).................      5,989,137           $      2.94            3,198,985
         -----------------------------------------
         Equity compensation plans not approved
         by security holders(3).................        347,500           $      9.75                   --
         ----------------------------------------- -------------------- ------------------ --------------------------

         Total..................................      6,336,637           $      3.32             3,198,985
         ----------------------------------------- -------------------- ------------------ --------------------------

</TABLE>

     (1)  These plans include:  The 2000 Stock  Compensation Plan, or 2000 Plan,
          the 1989 Plan,  the 1992 Plan, the 1994 Plan and the 1996 Plan, or the
          Prior Plans. The 2000 Plan has superceded the Prior Plans.

     (2)  The maximum amount of shares that could be awarded under the 2000 Plan
          over its term is 8,000,000  shares, of which  approximately  5,843,514
          shares  have been  granted or issued and  1,042,499  shares  have been
          cancelled netting 4,801,015 shares, which were granted or issued under
          the 2000 Plan as of December 31, 2002.

     (3)  Over time  warrants to purchase  shares of our Common  Stock have been
          issued  to  various  consultants  for  services  rendered  not from an
          approved equity compensation plan.


<PAGE>



ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

     In the table below, we provide you with summary  historical  financial data
of Miravant Medical  Technologies.  We have prepared this information  using the
consolidated  financial statements of Miravant for the five years ended December
31, 2002. The consolidated  financial statements for the five fiscal years ended
December 31, 2002 have been audited by Ernst & Young LLP, independent auditors.

     When you read this summary of  historical  financial  data, it is important
that you read along with it the  historical  financial  statements  and  related
notes in our annual and  quarterly  reports  filed with the SEC,  as well as the
section of our annual and quarterly reports titled "Management's  Discussion and
Analysis of Financial Condition and Results of Operations."



<TABLE>
<CAPTION>
<S>     <C>                      <C>                    <C>             <C>             <C>                     <C>


                                                                  Year Ended December 31,
                                    ----------------------------------------------------------------------------------
                                         2002             2001             2000             1999            1998
                                    ---------------  --------------- ---------------  ---------------  ---------------
                                                             (in thousands, except share and per share data)
Statement of Operations Data:
Revenues .........................    $      499       $      4,683    $     4,593       $   14,577     $     10,179
Costs and expenses:
   Cost of goods sold.............           479                934             --               --               --
   Research and development.......         9,549             13,493         20,194           29,749           29,233
   Selling, general and
     administrative...............         5,726              5,903          6,023            7,473            9,626
   Loss in affiliate..............            --                 --             --              417            2,929
                                    ---------------  --------------- ---------------  ---------------  ---------------
Total costs and expenses..........        15,754             20,330         26,217           37,639           41,788
                                    ---------------  --------------- ---------------  ---------------  ---------------
Loss from operations..............       (15,255)           (15,647)       (21,624)         (23,062)         (31,609)
Interest and other income (expense)
   Interest and other income......           169                798          1,370            1,240            3,546
   Interest expense...............          (286)            (2,139)        (2,254)            (434)              (1)
   Gain on sale of assets.........            10                586             --               --               --
   Non-cash loss in investment (3)          (598)                --         (3,485)              --               --
                                    ---------------  --------------- ---------------  ---------------  ---------------
Total net interest and other
   income (expense)...............          (705)              (755)        (4,369)             806            3,545
                                    ---------------  --------------- ---------------  ---------------  ---------------
Net loss..........................    $  (15,960)        $  (16,402)    $  (25,993)      $  (22,256)     $   (28,064)
                                    ===============  =============== ===============  ===============  ===============
Net loss per share (1) ...........    $     (.78)        $     (.88)    $    (1.42)      $    (1.25)     $     (1.94)
                                    ===============  =============== ===============  ===============  ===============
Shares used in computing net
   loss per share (1) ............    20,581,214         18,647,071     18,294,525       17,768,670       14,464,044
                                    ===============  =============== ===============  ===============  ===============



                                                                        December 31,
                                    ----------------------------------------------------------------------------------
                                         2002             2001               2000             1999            1998
                                    ---------------  ----------------    -------------   --------------   ------------
                                                                       (in thousands)
Balance Sheet Data:
Cash and marketable securities (2)   $      723        $   6,112          $   20,835     $    22,789     $     11,284
Working capital (deficit).........       (5,953)           9,240              19,431          24,933           11,134
Total assets......................        3,769           16,165              28,027          35,823           23,810
Long-term liabilities ............        6,652           26,642              24,888          15,506               --
Accumulated deficit...............     (189,529)        (173,569)           (157,167)       (131,174)        (108,918)
Total stockholders' equity
(deficit).........................      (10,110)         (13,798)               (164)         15,597           19,686

</TABLE>
-----------

     (1)  See  Note  1  of  Notes  to  Consolidated   Financial  Statements  for
          information concerning the computation of net loss per share.

     (2)  See Notes 2 and 3 of Notes to  Consolidated  Financial  Statements for
          information concerning the changes in cash and marketable securities.

     (3)  See  Note  10  of  Notes  to  Consolidated  Financial  Statements  for
          information regarding the non-cash loss in investment.

<PAGE>


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     This  section of the Annual  Report on Form 10-K  contains  forward-looking
statements,  which  involve  known and unknown  risks and  uncertainties.  These
statements relate to our future plans, objectives,  expectations and intentions.
These  statements  may be identified by the use of words such as "may,"  "will,"
"should," "potential," "expects,"  "anticipates," "intends," "plans," "believes"
and similar  expressions.  These  statements  are based on our current  beliefs,
expectations  and  assumptions  and  are  subject  to  a  number  of  risks  and
uncertainties and include  statements  regarding our general beliefs  concerning
the efficacy and  potential  benefits of  photodynamic  therapy;  our ability to
raise funds to continue our  operations;  the timing and our ability to complete
of our  planned  New Drug  Application,  or NDA,  filing for the use of SnET2 to
treat wet age-related macular degeneration,  or AMD, with the U.S. Food and Drug
Administration,  or FDA;  our ability to make or  negotiate  new debt  repayment
terms for our first debt payment due to Pharmacia Corporation,  or Pharmacia, on
June 30,  2003;  our ability to continue  to receive  the $1.0  million  monthly
borrowings  through  November  2003 under the  December  2002  Convertible  Debt
Agreement,  or the Debt  Agreement;  our  ability to resolve  any  contingencies
associated  with our NDA after it is filed with the FDA; the assumption  that we
will continue as a going  concern;  our ability to regain our listing  status on
Nasdaq;  our plans to collaborate  with other parties and/or license SnET2;  our
ability  to  continue   to  retain   employees   under  our  current   financial
circumstances;  our ability to use our light  production and delivery devices in
future clinical trials; our expected research and development expenditures;  our
patent  prosecution  strategy;  and our  expectations  concerning the government
exercising  its rights to use  certain of our  licensed  technology.  Our actual
results could differ  materially from those discussed in these statements due to
a number of risks and  uncertainties  including:  failure  to obtain  additional
funding timely,  if at all;  failure to make our scheduled  payment or negotiate
new debt  repayment  terms with  Pharmacia  prior to June 30, 2003  resulting in
foreclosure on all our assets; we may be unable to continue  borrowing under the
Debt Agreement if we fail to meet certain  requirements or if these requirements
are not met to the  satisfaction  of the Lenders;  unanticipated  complexity  or
difficulty  preparing and completing the NDA filing;  a failure of our drugs and
devices to receive regulatory approval; other parties may decline to collaborate
with us due to our financial condition or other reasons beyond our control;  our
existing light  production and delivery  technology may prove to be inapplicable
or  inappropriate  for future studies;  we may be unable to obtain the necessary
funding to further our research and  development  activities  and the government
may  change  its  past  practices  and  exercise  its  rights  contrary  to  our
expectations.  For a more complete  description of the risks that may impact our
business,  see "Risk  Factors",  included in Item 7, for a discussion of certain
risks, including those relating to our ability to obtain additional funding, our
ability to establish new strategic  collaborations,  our operating losses, risks
related to our industry and other forward-looking statements.

     The  following   discussion   should  be  read  in  conjunction   with  the
Consolidated Financial Statements and Notes thereto.

General

     Since our inception,  we have been principally  engaged in the research and
development of drugs and medical device products for use in PhotoPoint(TM)  PDT,
our proprietary technologies for photodynamic therapy. We have been unprofitable
since our founding  and have  incurred a  cumulative  net loss of  approximately
$189.5  million as of December 31, 2002. As we currently do not have any sources
of  revenues,  we  expect  to  continue  to  incur  substantial,   and  possibly
increasing, operating losses for the next few years due to continued spending on
research and development  programs,  the cost of preparing and filing an NDA and
related follow-up expenses, the funding of preclinical studies,  clinical trials
and regulatory  activities  and the costs of  manufacturing  and  administrative
activities.  We also  expect  these  operating  losses to  fluctuate  due to our
ability to fund the research and  development  programs as well as the operating
expenses of the Company.  As of March 5, 2003,  our first payment was due on our
debt to Pharmacia Corporation,  or Pharmacia, in the amount of $5.0 million plus
accrued  interest.  We have since  negotiated with Pharmacia an extension on the
first payment due to June 30, 2003.  If we cannot make the scheduled  payment or
negotiate new terms for the debt  repayment with  Pharmacia,  then Pharmacia can
exercise all its rights to secure all the collateral under the agreement,  which
includes all our assets.  There is no guarantee that we will be able to make the
scheduled payment or that new debt repayment terms will be negotiated timely, if
at all.

     We are continuing  scaled back efforts in research and  development and the
preclinical  studies and clinical  trials of our products.  These  efforts,  and
along  with  preparing  an NDA and the cost of  obtaining  requisite  regulatory
approval,  prior to  commercialization,  will require substantial  expenditures.
Once requisite  regulatory  approval has been obtained,  if at all,  substantial
additional  financing  will be  required  for  the  manufacture,  marketing  and
distribution of our product in order to achieve a level of revenues  adequate to
support our cost  structure.  In December  2002, we entered into a $12.0 million
Convertible  Debt and  Warrant  Agreement,  or Debt  Agreement,  with a group of
private accredited investors,  or the Lenders, that provided us the availability
to borrow up to $1.0  million  per month  through  November  2003.  The  monthly
borrowing request can be limited if certain  requirements are not met or are not
satisfactory to the Lenders.  As of March 15, 2003, we had borrowed $4.0 million
under the Debt Agreement.  Executive management of Miravant believes that if the
remaining $8.0 million remains  available to us under the Debt Agreement that we
will have sufficient resources to fund the current required expenditures through
November 30, 2003. In addition,  executive management also believes we can raise
additional  funding to support  operations  through corporate  collaborations or
partnerships,  licensing of SnET2 or new products and additional  equity or debt
financings prior to December 31, 2003,  especially due to our announcement  that
we intend to file an NDA in 2003.  However,  there can be no  assurance  that we
will receive the  remaining  $8.0 million under the Debt  Agreement,  if certain
requirements are not met or are not satisfactory to the Lenders, and there is no
guarantee that we will be successful in obtaining  additional  financing or that
financing  will  available  on favorable  terms.  If  additional  funding is not
available  when  required,  management  believes  that we have  the  ability  to
conserve cash required for operations  through December 31, 2003 by the delay or
reduction in scope of one or more of its research and  development  programs and
adjusting, deferring or reducing salaries of employees and by reducing operating
facilities and overhead expenditures to conserve cash to be used in operations.

     Our  historical  revenues  primarily  reflect  income earned from licensing
agreements,  grants  awarded,  royalties from device  product  sales,  milestone
payments,  non-commercial  drug sales to Pharmacia and interest  income.  During
2001 and through January 2002, we sold  approximately  $4.8 million of the SnET2
bulk active pharmaceutical  ingredient,  or bulk API, to Pharmacia to be used in
preclinical  studies and clinical  trials and in anticipation of a potential NDA
filing for SnET2 for the treatment of wet age-related macular  degeneration,  or
AMD. The January 2002 sales of bulk API of $479,000 was the final amount sold to
Pharmacia.

     Any other future  potential  new revenues  such as license  income from new
collaborative  agreements,  revenues from  contracted  services,  grants awarded
and/or  royalties from potential drug and device sales,  if any, will depend on,
among other  factors,  the  results  from our  ongoing  preclinical  studies and
clinical  trials,   the  timing  and  outcome  of  applications  for  regulatory
approvals,  including  our NDA for AMD to be  filed  in  2003,  our  ability  to
re-license  SnET2  and  establish  new  collaborative   partnerships  and  their
subsequent  level of  participation  in our  preclinical  studies  and  clinical
trials,  our  ability  to have  any of our  potential  drug and  related  device
products successfully manufactured,  marketed and distributed, the restructuring
or   establishment   of   collaborative   arrangements   for  the   development,
manufacturing,  marketing and  distribution of some of our future  products.  We
anticipate our operating  activities  will result in  substantial,  and possibly
increasing, operating losses for the next several years.

     In December 2002, we entered into a $12.0 million Debt Agreement. The $12.0
million Debt  Agreement  allows us to borrow up to $1.0 million per month,  with
any unused monthly borrowings to be carried forward.  The maximum aggregate loan
amount is $12.0 million with the last available  borrowing in November 2003. The
Lenders   obligation  to fund each  borrowing  request is  subject  to  material
conditions  described  in the Debt  Agreement.  In  addition,  the  Lenders  may
terminate  its  obligations  under the Debt  Agreement  if: (i) Miravant has not
filed an NDA by March  31,  2003,  (ii) such  filing  has been  rejected  by the
Federal Drug  Administration,  or (iii) Miravant,  in the reasonable judgment of
the Lenders, is not meeting its business  objectives.  We have received a waiver
from the Lenders with regard to the NDA filing  deadline of March 31, 2003. This
deadline has been extended to the end of the third quarter of 2003.

     In August 2002, we completed a private placement  financing which consisted
of the sale of  unregistered  shares of Common Stock for gross  proceeds of $2.5
million  at $0.50 per  share,  based on a premium  of  approximately  20% of the
average closing price for the prior 10 trading days. For every two common shares
acquired, the equity purchase included a warrant to purchase one share of Common
Stock at a price of $0.50 per share, with an exercise period of 5 years from the
date of grant. A group of private investors participated in the offering.

     In January 2002, Pharmacia, after an analysis of the Phase III AMD clinical
data,  determined  that the clinical data results  indicated  that SnET2 did not
meet the primary efficacy  endpoint in the study  population,  as defined by the
clinical trial protocol,  and that they would not be filing an NDA with the FDA.
In March 2002,  we regained  the license  rights to SnET2 as well as the related
data and  assets  from the Phase III AMD  clinical  trials  from  Pharmacia.  We
completed our own detailed analysis of the clinical data during 2002,  including
an analysis of the subset groups.  In January 2003,  based on the results of our
analysis  and  certain  discussions  with  regulatory  and FDA  consultants,  we
announced  our  plans to move  forward  with an NDA  filing  for  SnET2  for the
treatment  of AMD. In addition,  we are  currently  seeking a new  collaborative
partner for PhotoPoint PDT in ophthalmology.

     Executive  management is currently  pursuing  various  potential  strategic
partners in fields of ophthalmology and cardiovascular  disease. In the field of
ophthalmology we entered into a non-binding  letter of intent with Bausch & Lomb
in June  2002,  for SnET2 for the  treatment  of AMD.  As of October 1, 2002 the
letter of intent has  expired,  however,  we continue to have  discussions  with
Bausch & Lomb  regarding this  opportunity.  Bausch & Lomb may still continue to
pursue potential licensing  opportunities with us for SnET2, or other compounds,
however,  at this time we have not  entered  into any  definitive  or  exclusive
agreements  with  them.  In  the  field  of  cardiovascular  disease,  we are in
discussions with various potential strategic partners, but also have not entered
into any definitive or exclusive agreements. There are no guarantees that Bausch
& Lomb or any  other  potential  strategic  partner  will  enter  into a license
agreement or provide us with any  potential  funding to advance our research and
development programs.

     We were  notified by Nasdaq on July 11, 2002 that our Common Stock would be
delisted and begin trading on the OTC Bulletin Board(R), or OTCBB,  effective as
of the opening of business on July 12, 2002. The OTCBB is a regulated  quotation
service that displays real-time quotes,  last-sale prices and volume information
in  over-the-counter  equity  securities.  OTCBB  securities  are  traded  by  a
community of market makers that enter quotes and trade reports. Our Common Stock
trades  under  the  ticker  symbol  MRVT  and can be  viewed  at  www.otcbb.com.
Management  continues  to review our ability to regain our  listing  status with
Nasdaq, however, there are no guarantees we will be able to raise the additional
capital  needed or to increase the current  trading price of our Common Stock to
allow us to meet the relisting  requirements  for the Nasdaq  National Market or
Nasdaq Small Cap Market on a timely basis, if at all.

     In ophthalmology, besides the possible use of SnET2 alone or in combination
with other  therapies,  we have  identified a few potential next generation drug
compounds for use in various eye diseases. These drugs are in the early stage of
development  and will not likely begin  further  development  until  obtaining a
corporate partner or other collaboration in ophthalmology.

     In our  dermatology  program,  we use a topical gel  formulation to deliver
MV9411, a proprietary photoreactive drug, directly to the skin. In July 2001, we
completed  a Phase I  dermatology  clinical  trial  and,  in  January  2002,  we
commenced  a Phase II  clinical  trial  with  MV9411  for  potential  use in the
treatment of plaque  psoriasis,  a chronic  dermatological  condition  for which
there  is  no  known   cure.   Plaque   psoriasis   is  a   disease   marked  by
hyperproliferation  of the  epidermis,  resulting  in  inflamed  and scaly  skin
plaques.  The Phase II  clinical  trial is  currently  ongoing  and we expect to
complete  the  treatment of the patients by the first  quarter  2003,  with some
follow-up  required.  If we are unable to see any satisfactory  results from the
clinical trial we will likely put any further development on hold.

     We are also conducting  preclinical  studies of SnET2 with existing and new
photoselective  drugs  for  cardiovascular   diseases,  in  particular  for  the
prevention and treatment of vulnerable plaque and restenosis.  Vulnerable plaque
is  unstable  and a  rupture-prone  inflamation  within  the  artery  walls  and
restenosis is the  renarrowing  of an artery that commonly  occurs after balloon
angioplasty for obstructive artery disease. We are in the process of formulating
a new lead drug,  MV0633,  and,  pending the outcome of our preclinical  studies
with some existing  photoselective drugs and financial  considerations and other
factors,  we may prepare an  Investigational  New Drug  application,  or IND, in
cardiovascular  disease for MV0633 or one of the existing  photoselective drugs.
The timing of the IND is dependent  on numerous  factors  including  preclinical
results and available funding and personnel.

     As a result of our preclinical  studies in cardiovascular  disease,  we are
evaluating  the use of PhotoPoint  PDT for the  prevention  and/or  treatment of
stenosis  in  arterial-venous  grafts,  or AV  grafts.  AV grafts  are placed in
patients  with End Stage  Renal  Disease  to provide  access  for  hemodialysis.
Pending  the  results  of  our   preclinical   studies  as  well  as   financial
considerations,  corporate  collaborations  and other factors,  we may decide to
file an IND for the commencement of clinical trials in this field.

     In oncology,  we are conducting  preclinical research of our photoselective
therapy to destroy abnormal blood vessels in tumors.  We are pursuing this tumor
research  with  some of our new  photoselective  drugs  and  also  investigating
combination therapies with PhotoPoint PDT and other types of compounds.

     Based on our ability to successfully obtain additional funding, our ability
to obtain new collaborative  partners, our ability to license and pursue further
development of SnET2 for AMD or other disease  indications,  our ability to file
an NDA for SnET2, our ability to reduce  operating costs as needed,  our ability
to  regain  our  listing  status  on  Nasdaq  and  various  other  economic  and
development  factors,  such as the cost of the programs,  reimbursement  and the
available  alternative  therapies,  we may or may  not be able  to or  elect  to
further  develop  PhotoPoint  PDT  procedures in  ophthalmology,  cardiovascular
disease, dermatology, oncology or in any other indications.

     Below is a summary of the  disease  programs  and their  related  stages of
development.  The  information in the column labeled  "Estimate of Completion of
Phase" contains  forward-looking  statements  regarding  timing of completion of
product  development  phases.  The actual  timing of  completion of those phases
could differ materially from the estimates provided in the table.  Additionally,
due to the  uncertainty  of the  scientific  results of any of these programs as
well as the uncertainty  regarding the Company's ability to fund these programs,
we  are  unable  to  provide  an  accurate  estimate  as to the  costs,  capital
requirements or the specific timing necessary to complete any of these programs.
For a discussion of the risks and  uncertainties  associated  with the timing of
completing a product  development  phase for our company as well as our industry
as a whole,  see the "Risk  Factors"  section of  "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations".

<TABLE>
<CAPTION>
<S>     <C>                                                             <C>                             <C>


                                                                                                 Estimate of Completion
             Program              Description/Indication            Phase of Development                of Phase
       --------------------    ------------------------------    ----------------------------    ------------------------
          Ophthalmology                 AMD (SnET2)                   Preparing an NDA                   Q3 2003
                                    New drug compounds                Research studies                     **
           Dermatology              Psoriasis (MV9411)                    Phase II                       Q2 2003
         Cardiovascular        Restenosis (MV6033 and other
             disease                    compounds)                   Preclinical studies                   **
                                     AV Graft (SnET2)                Preclinical studies                   **
            Oncology                  Tumor research                  Research studies                     **

     **   Based on the  early  development  stage of these  programs  we  cannot
          reasonably  estimate the time at which these  programs may move from a
          research or preclinical development phase to the clinical trial phase.
          The decision  and timing of whether  these  programs  will move to the
          clinical trial phase will depend on a number of factors including; the
          results  of  the  preclinical  studies,  the  estimated  costs  of the
          programs, the availability of alternative therapies and our ability to
          fund or obtain  additional  financing  or to obtain new  collaborative
          partners to help fund the programs.
</TABLE>

     Based on our ability to successfully obtain additional funding, our ability
to obtain new collaborative  partners, our ability to pursue further development
of SnET2 for AMD or other disease  indications,  our ability to reduce operating
costs as needed and various other economic and development factors,  such as the
cost of the programs,  reimbursement and the available alternative therapies, we
may or may not be able to or elect to further develop  PhotoPoint PDT procedures
in ophthalmology,  cardiovascular disease, dermatology, oncology or in any other
indications.

Pharmacia Corporation

     Over time we have entered  into a number of  agreements  with  Pharmacia to
fund our operations and develop and market SnET2. In March 2002, we entered into
a Contract  Modification and Termination Agreement with Pharmacia under which we
regained  all of the  rights  and  related  data and  assets  to our  lead  drug
candidate,  SnET2, and we restructured our outstanding debt to Pharmacia.  Under
the  terms of the  Contract  Modification  and  Termination  Agreement,  various
agreements and side letters between Miravant and Pharmacia have been terminated,
most of which  related to SnET2 license  agreements  and related drug and device
supply  agreements,  side letters,  the  Manufacturing  Facility  Asset Purchase
Agreement and various  supporting  agreements.  We also modified our 2001 Credit
Agreement with Pharmacia.

     The  termination of the various  agreements  provided that all ownership of
the  rights,  related  data and  assets to SnET2 and the Phase III AMD  clinical
trials for the treatment of AMD revert back to us. The rights  transferred  back
to us include the  ophthalmology  IND and the related filings,  data and reports
and the  ability to license the rights to SnET2.  The assets  include the lasers
utilized  in the  Phase  III AMD  clinical  trials,  the bulk API  manufacturing
equipment,  all of the bulk API inventory sold to Pharmacia in 2001 and 2002 and
the finished dose formulation,  or FDF, inventory. In addition, we reassumed the
lease  obligations  and related  property  taxes for our bulk API  manufacturing
facility.  The lease  agreement  expires in March 2006 and  currently has a base
rent of  approximately  $26,000  per month.  In  January  2003,  we sublet  this
facility through December 2005.

     Under  the  Manufacturing  Facility  Asset  Purchase  Agreement,  which was
entered into in May 2001 and  subsequently  terminated in March 2002,  Pharmacia
satisfied the following obligations:

     *    Pharmacia  agreed to buy our existing  bulk API  inventory at cost for
          $2.2  million.  During  2001,  the entire $2.2 million of the existing
          bulk API  inventory  had been  delivered  to  Pharmacia,  recorded  as
          revenue and the payment had been received  into the  inventory  escrow
          account;
     *    Pharmacia  committed,  through two other purchase orders, to buy up to
          an additional $2.8 million of the bulk API which would be manufactured
          by us. As of December 31, 2002,  we had sold $2.5 million  during 2001
          and 2002 of newly  manufactured  bulk API  inventory,  which  had been
          delivered to  Pharmacia,  recorded as revenue and the payment had been
          received into the inventory  escrow account.  No further bulk API will
          be sold to Pharmacia;
     *    Pharmacia agreed to purchase the manufacturing  equipment necessary to
          produce  bulk API.  The  manufacturing  equipment  was  purchased  for
          $863,000,  its  fair  market  value  as  appraised  by an  independent
          appraisal firm. The payment for the purchase of the equipment was made
          into an equipment escrow account;
     *    The interest  earned by the inventory and  equipment  escrow  accounts
          accrued to us and was  released  in full from each  escrow  account in
          January 2002 and March 2002,  respectively.  All amounts received into
          escrow were  recorded as accounts  receivable  until the amounts  were
          released.

     The Contract  Modification and Termination Agreement also modified the 2001
Credit Agreement as follows:

     *    The outstanding debt that we owed to Pharmacia of approximately  $26.8
          million, was reduced to $10.0 million plus accrued interest;
     *    The first  payment of $5.0 million  plus  accrued  interest was due on
          March 5, 2003 and was  subsequently  extended  to June 30,  2003.  The
          second payment of $5.0 million plus accrued interest is due on June 4,
          2004.  Interest on the debt will be recorded at the prime rate,  which
          was 4.75% on March 5, 2002 and 4.25% at December 31, 2002;
     *    In exchange for these  changes and the rights to SnET2,  we terminated
          our right to receive a $3.2 million loan that was available  under the
          2001 Credit  Agreement.  Also, as Pharmacia has  determined  that they
          will not file an NDA for the SnET2  PhotoPoint PDT for AMD, based upon
          their  overall  analysis  of the Phase III AMD data,  we will not have
          available to us an additional  $10.0 million of borrowings as provided
          for under the 2001 Credit  Agreement.  Pharmacia  has no obligation to
          make any further milestone  payments,  equity investments or to extend
          us additional credit;
     *    The early repayment provisions were modified and many of the covenants
          were eliminated or modified.  Our requirement to allocate  one-half of
          the net proceeds from any public or private equity  financings  and/or
          asset  dispositions  towards  the  early  repayment  of  our  debt  to
          Pharmacia was modified as follows:
          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds  are  less  than or equal  to $7.0  million,  we are not
               required to make an early  repayment  towards our Pharmacia debt.
               As of March 31, 2003, our aggregate equity  financings  amount to
               $2.5 million;
          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds  are greater than $7.0 million but less than or equal to
               $15.0 million, then we are required to apply one-third of the net
               proceeds  from the  amount in excess of $7.0  million up to $15.0
               million,  or a maximum  repayment  of $2.7  million  towards  our
               Pharmacia debt;
          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds are greater than $15.0 million but less than or equal to
               $25.0 million,  then we are required to apply one-half of the net
               proceeds  from the amount in excess of $15.0  million up to $25.0
               million,  or a maximum  repayment  of $7.7  million  towards  our
               Pharmacia debt;
          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds are greater than $25.0 million,  then we are required to
               apply all of the net proceeds  from the amount in excess of $25.0
               million,  or repay the entire $10.0 million plus accrued interest
               towards our Pharmacia debt; and
          *    Any early  repayment of our  Pharmacia  debt applies first to the
               loan  amount due on June 30,  2003,  then to the  remaining  loan
               amount due on June 4, 2004.

     Aside from the changes made under the Contract Modification and Termination
Agreement  discussed above, there were no changes made to the Warrant Agreement,
the Equity  Investment  Agreement and the  Registration  Rights  Agreement  with
Pharmacia.

     In addition,  as of March 5, 2003, our first payment was due on our debt to
Pharmacia in the amount of $5.0 million  plus  accrued  interest.  We have since
negotiated  with  Pharmacia an  extension  on the first  payment due to June 30,
2003.  If we cannot make the  scheduled  payment or negotiate  new terms for the
debt  repayment  with  Pharmacia,  then Pharmacia can exercise all its rights to
secure all the collateral  under the  agreement,  which includes all our assets.
There is no guarantee that we will be able to make the scheduled payment or that
new debt repayment terms will be negotiated timely, if at all.

Critical Accounting Policies

     Revenue  Recognition.  The Company  recognizes  revenues from product sales
based on when  ownership  of the  product  transfers  to the  customer  and when
collectibility is reasonably assured. Sales of bulk API to Pharmacia is recorded
as revenue in the period  when the product is  received  by  Pharmacia  at their
facility. Our current licensing revenues represent reimbursements from Pharmacia
for  out-of-pocket  expenses  incurred in our  preclinical  studies and clinical
trials  for  the  SnET2   PhotoPoint   PDT  treatment  for  AMD.  These  revenue
reimbursement  are recognized in the period when the  reimbursable  expenses are
incurred.  Grant income is  recognized  in the period in which the grant related
expenses are incurred and royalty  income is  recognized  in the period in which
the royalties are earned.

     Research  and  Development  Expenses.  Research and  development  costs are
expensed as incurred.  Research and  development  expenses are  comprised of the
following  types  of costs  incurred  in  performing  research  and  development
activities:  salaries and  benefits,  allocated  overhead and  occupancy  costs,
preclinical  study costs,  clinical  trial and related  clinical drug and device
manufacturing costs,  contract services and other outside costs. The acquisition
of  technology  rights for  research and  development  projects and the value of
equipment or drug products for specific research and development projects,  with
no or low  likelihood of  alternative  future use, are also included in research
and development expenses.

     Stock-Based  Compensation.  Statement of Financial Accounting Standards, or
SFAS No. 123, "Accounting for Stock-Based  Compensation,"  encourages,  but does
not require,  companies to record compensation  expense for stock-based employee
compensation  plans at fair  value.  We have  chosen to  continue to account for
stock-based   compensation  using  the  intrinsic  value  method  prescribed  by
Accounting   Principles  Board  Opinion  or  APB  Opinion  No.  25  and  related
interpretations,  including  Financial  Interpretation  No. 44,  "Accounting for
Certain Transactions  Involving Stock Compensation," in accounting for our stock
option plans.

     We also have granted and continue to grant  warrants and options to various
consultants  of ours.  These  warrants and options are generally in lieu of cash
compensation  and, as such,  deferred  compensation is recorded related to these
grants.  Deferred compensation for warrants and options granted to non-employees
has been  determined  in accordance  with SFAS No. 123 and Emerging  Issues Task
Force or EITF 96-18 as the fair value of the consideration  received or the fair
value of the equity  instruments  issued,  whichever is more reliably  measured.
Deferred compensation is amortized over the consulting or vesting period.

Recent Accounting Pronouncements:

     In April 2002,  SFAS No. 145,  "Recission of FASB  statements No. 4, 44 and
64,  Amendment of FASB statement No. 13 and Technical  corrections",  was issued
and becomes  effective for fiscal years beginning after May 15, 2002. SFAS No. 4
and No. 64 related to reporting gains and losses from debt extinguishment. Under
prior  guidance,  if  material  gains  and  losses  were  recognized  from  debt
extinguishment,  the amount was not included in income from operations,  but was
shown as an extraordinary item net of related income tax cost or benefit, as the
case  may  be.  Under  the  new  guidance,   all  gains  and  losses  from  debt
extinguishment are subject to criteria prescribed under APB 30 in determining an
extraordinary  item  classification.  SFAS  No.  44 is  not  applicable  to  our
operations.  SFAS No. 13 was amended to require certain lease modifications with
similar economic  effects to be accounted for the same way as a  sale-leaseback.
We will adopt this statement effective January 1, 2003 and does not believe this
adoption will have a material effect on our  consolidated  results of operations
or consolidated financial position.

     SFAS No. "146  Accounting  for the costs  associated  with Exit or Disposal
Activities",  was issued in June  2002.  This  statement  is  effective  for any
disposal or exit of business  activities  started after  December 31, 2002.  The
statement  nullifies EITF 94-3,  which required that once a plan of disposal was
put in motion,  a liability for the estimated costs needed to be recorded.  SFAS
No. 146 states that a liability  should not be recorded  until the  liability is
incurred.  This statement does not affect any liabilities established related to
exiting an  operation  with  duplicate  facilities  when  acquired in a business
combination.  We will adopt this  accounting  guidance at the prescribed date of
January  1,  2003.  SFAS No. 146  currently  would not  effect our  consolidated
results of operations or consolidated financial position.

Results of Operations

     The following  table provides a summary of our revenues for the years ended
December 31, 2002, 2001 and 2000:
<TABLE>
<CAPTION>
<S>     <C>                                                            <C>                    <C>                     <C>

 ---------------------------------------------------------------------------------------------------------------------------
 Consolidated Revenues                                                   2002               2001                2000
 ---------------------------------------------------------------------------------------------------------------------------
 License - contract research and development...................       $  20,000          $  302,000         $ 4,481,000
 Bulk active pharmaceutical ingredient sales...................         479,000           4,306,000                  --
 Royalties.....................................................              --              75,000                  --
 Grants........................................................              --                  --             112,000
 ---------------------------------------------------------------------------------------------------------------------------
 Total revenues................................................       $ 499,000         $ 4,683,000         $ 4,593,000
 ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Revenues

     Revenues. Our revenues increased slightly from $4.6 million in 2000 to $4.7
million  in  2001  and  decreased   significantly   to  $499,000  in  2002.  The
fluctuations in revenues are due to the following:

     Bulk Active  Pharmaceutical  Ingredient Sales. In May 2001, we entered into
an Asset Purchase  Agreement with Pharmacia  whereby they agreed to buy bulk API
inventory  through March 2002. We recorded  revenue related to bulk API sales of
$4.3  million for the year ended  December  31, 2001 and  $479,000  for the year
ended  December 31, 2002.  There were no bulk API sales in 2000. No further bulk
API was sold to Pharmacia  after  January 2002 in  connection  with the Contract
Modification  and  Termination  Agreement  entered into with  Pharmacia in March
2002.

     License  Income.   License  income,  which  represents   reimbursements  of
out-of-pocket or direct costs incurred in preclinical  studies and Phase III AMD
clinical  trials,  decreased  from $4.5  million in 2000 to $302,000 in 2001 and
$20,000 in 2002. The decrease in license income is  specifically  related to the
conclusion  of the  Phase  III AMD  clinical  trials  in  December  2001 and the
completion   of  the   preclinical   studies   and   our  AMD   clinical   trial
responsibilities.  Reimbursements  received  during 2001 and 2002 were primarily
for costs incurred to complete  preclinical studies and clinical trial oversight
for AMD.  During 2000, we were  responsible for the oversight of the AMD related
preclinical  studies,  as well as a  portion  of the  equipment  and drug  costs
related to the Phase III AMD clinical trials. We were completely  reimbursed for
all  out-of-pocket  preclinical  study  costs  and  approximately  half  of  the
equipment  and drug  costs.  We will not have any  further  license  income from
Pharmacia in the future.

     In January 2002, Pharmacia, after an analysis of the Phase III AMD clinical
data,  determined  that the clinical data results  indicated  that SnET2 did not
meet the primary efficacy  endpoint in the study  population,  as defined by the
clinical trial protocol,  and that they would not be filing an NDA with the FDA.
Subsequently,  in March  2002,  we  entered  into a  Contract  Modification  and
Termination  Agreement with Pharmacia  whereby Pharmacia has agreed to reimburse
us for all of our finished  and  in-process  lots of bulk API for  approximately
$479,000.  We will receive no further  reimbursements  from Pharmacia related to
any of our ongoing  preclinical  studies and clinical  trials and Pharmacia will
not make any more purchases of bulk API.

     Grant Income.  We have recorded grant income of $112,000 for the year ended
December 31, 2000.  There was no grant income recorded for 2001 and 2002.  Grant
income related to a two-year grant received in 1997 that was extended to the end
of 2000. If feasible,  we will continue to pursue obtaining grants as a means of
funding  research and  development  programs,  though we have not  submitted any
grants  recently  and  currently  do not have any grant funds  available  to us.
Additionally,  there can be no assurance that we will be successful in obtaining
any future grants.

     Royalty Income. We earned royalty income from a 1992 license agreement with
Laserscope,  which  provided  royalties on the sale of our  previously  designed
device  products.  We recorded  income of $75,000 in 2001. We did not record any
royalty income under this agreement in 2000 and 2002. The royalties  recorded in
2001  represent the final amounts due under the  Laserscope  license  agreement,
which expired in April 1999 and no further royalty income will be recorded under
this agreement in the future.

Expenses

     Cost of Goods Sold. In connection with the newly manufactured bulk API sold
under the terms of the Asset  Purchase  Agreement  with  Pharmacia,  we recorded
$479,000 in manufacturing costs for the year ended December 31, 2002 compared to
$934,000 in 2001.  The amounts  recorded as cost of goods sold in 2002 represent
the costs incurred for only the newly manufactured bulk API in 2002. Most of the
amounts  recorded  for cost of goods  sold in 2001  represent  the costs for the
final  preparation of existing bulk API that had been  manufactured  in 1999 and
2000 and were recorded as research and development expenses in those periods. No
costs  were  recorded  for those  expenses  incurred  in prior  periods  for raw
materials  and the bulk API  manufactured  prior to 2001,  as these  costs  were
expensed as research and development costs in the periods incurred. Based on the
terms of the Contract  Modification and Termination  Agreement with Pharmacia in
March 2002, no further cost of goods sold are expected, as Pharmacia will not be
making any further purchases of bulk API.

     Research and Development. Research and development expenses are expensed as
incurred. Research and development expenses are comprised of direct and indirect
costs.  Direct costs  consist of  preclinical  study costs,  clinical  trial and
related  clinical drug and device  development  and  manufacturing  costs,  drug
formulation  costs,   contract  services  and  other  research  and  development
expenditures.  Indirect  costs  consist of salaries and  benefits,  overhead and
facility costs, and other support service expenses. Our research and development
expenses  decreased  from $20.2 million in 2000 to $13.5 million in 2001 to $9.5
million in 2002. The overall  decrease in research and  development  expenses is
specifically  related to the  transition of the majority of the  operations  and
funding  responsibilities  of the Phase III AMD clinical  trials to Pharmacia in
December 1999 and the completion of the preclinical studies and our AMD clinical
trial  responsibilities.  Our research and development expenses,  net of license
reimbursement  and grant revenue,  were $15.7 million in 2000,  $13.2 million in
2001 and $9.5 million in 2002.

     Additionally, the Company incurred research and development expenses for:

     *    Development  work  associated  with the  development  of new  devices,
          delivery systems,  drug compounds and formulations for the dermatology
          and cardiovascular programs;
     *    Preclinical studies and clinical trial costs for our Phase I and Phase
          II dermatology program; and
     *    Costs incurred to complete  preclinical  studies for the Phase III AMD
          program in 2001 and to compile  and review the Phase III AMD  clinical
          data in 2002.

     As previously disclosed, we have four research and development programs for
which we have  focused our  research  and  development  efforts:  ophthalmology,
dermatology, cardiovascular disease and oncology. Research and development costs
are initially  identified as direct costs and indirect  costs,  with only direct
costs  tracked by specific  program.  These  direct  costs  consist of clinical,
preclinical,  drug and formulation development,  device development and research
costs. We do not track our indirect  research and development  costs by program.
These indirect costs consist of labor,  overhead and other indirect  costs.  The
specific  program  research and  development  costs  represent  the direct costs
incurred.  Certain reclassifications have been made to direct costs and indirect
costs for the years ended  December 31, 2001 and 2000 based on further  analysis
of  these  costs  during  the  periods  then  ended.  The  direct  research  and
development costs by program are as follows:

<TABLE>
<CAPTION>
<S>                     <C>                             <C>             <C>                     <C>


            Program                                 2002                  2001                    2000
       -----------------------------------    -----------------      ----------------       -----------------

       Direct costs:

            Ophthalmology..............            $   239,000       $   1,060,000          $    6,112,000
            Dermatology................                503,000             639,000               1,474,000
            Cardiovascular disease.....              1,136,000           2,038,000               1,217,000
            Oncology...................                 45,000             126,000                 655,000
                                              -----------------      ----------------       -----------------
       Total direct costs..............           $  1,923,000       $   3,863,000          $    9,458,000

       Indirect costs .................              7,626,000           9,630,000              10,736,000
                                              -----------------      ----------------       -----------------
       Total research and development
       costs...........................           $  9,549,000       $  13,493,000           $  20,194,000
                                              =================      ================       =================
</TABLE>

     Ophthalmology.  Our direct ophthalmology  program costs have decreased from
$6.1  million in 2000 to $1.1  million in 2001 and to  $239,000  in 2002.  Costs
incurred in the ophthalmology  program have consisted of clinical trial expenses
for the screening,  treatment and monitoring of individuals participating in the
AMD clinical trials, internal and external preclinical study costs, and drug and
device development and manufacturing  costs. The continued decrease from 2000 to
2001 is specifically related to the transition of the majority of the operations
and funding  responsibilities  of the Phase III AMD clinical trials to Pharmacia
in December 1999 and the completion of the SnET2 preclinical studies and our AMD
clinical trial responsibilities. The decrease in 2002 is specifically related to
the  conclusion  of the Phase III AMD clinical  trials in December  2001 and the
completion  of  the  SnET2  preclinical  studies  and  our  AMD  clinical  trial
responsibilities.  Additionally,  costs for 2002  have  primarily  consisted  of
outside consultants and Clinical Research Organization expenses for the analysis
of the AMD clinical data.

     Dermatology.  Our direct  dermatology  program  costs  decreased  from $1.5
million in 2000 to $639,000 in 2001 and to $503,000 in 2002.  Costs  incurred in
the  dermatology   program  include  expenses  for  drug  development  and  drug
formulation, internal and external preclinical study costs, and Phase I clinical
trial  expenses.  The decrease  from 2000 to 2001 was due to the majority of the
costs for preclinical  studies and drug formulation were incurred in 2000, while
2001 consisted  primarily of the relatively  minor cost for the Phase I clinical
trial. The decrease from 2001 to 2002 is due to 2002 consisting primarily of the
cost of the Phase II clinical trial, while 2001 consisted  primarily of the cost
for the Phase I clinical  trial as well as  expenditures  related to preclinical
studies and device and drug formulation development and manufacturing.

     Cardiovascular  Disease.  Our direct  cardiovascular  disease program costs
increased  from $1.2  million in 2000 to $2.0  million in 2001 and  decreased to
$1.1 million in 2002. Our cardiovascular  disease program costs include expenses
for the  development  of new drug  compounds and light  delivery  devices,  drug
formulation and manufacturing and internal and external preclinical study costs.
The increase  from 2000 to 2001 is related to the progress of the program  which
required expanded  preclinical  studies, as well as, the increase in development
and  manufacturing  activities  for drug  and  devices  used in the  preclinical
studies.  The  decrease  from  2001 to  2002 is  related  to a  decrease  in the
development  and  manufacturing  activities  for  drug and  devices  used in the
preclinical  studies and a reduction in the preclinical studies performed due to
cost constraints.

     Oncology. Our direct oncology program costs have decreased from $655,000 in
2000 to $126,000 in 2001 and to $45,000 in 2002. Our oncology program costs have
primarily  consisted of costs for a Phase I clinical trial for prostate  cancer,
internal and external  preclinical  study costs and expenses for the development
of new drug compounds.  The decrease in oncology program costs from 2000 to 2002
is related to our  decision in 2000 to suspend the  further  development  of the
prostate  cancer  clinical  trial and to focus on more  discovery  and  research
programs for use of PhotoPoint PDT in oncology.

     Indirect  Costs.  Our indirect  costs have  decreased from $10.7 million in
2000 to $9.6  million  in 2001  and to $7.6  million  in  2002.  Generally,  the
decrease from 2000 to 2002 was attributed to a reduction in our responsibilities
in the AMD  program,  as well as a  continued  reduction  in labor  costs due to
employee attrition.  The decrease was also related to the sublease of two of our
buildings,  which reduced facility and overhead costs. In addition, the decrease
from 2000 to 2001 was primarily  attributed to the  reclassification  of certain
research  and  development  labor  costs to cost of goods  sold due to API sales
associated with the  Manufacturing  Asset Purchase  Agreement  entered into with
Pharmacia in 2001.

     We expect future research and development  expenses may fluctuate depending
on available funds,  continued expenses incurred in our preclinical  studies and
clinical trials in our ophthalmology,  dermatology, cardiovascular, oncology and
other programs, costs associated with the purchase of raw materials and supplies
for the  production  of  devices  and drug for use in  preclinical  studies  and
clinical  trials,  results  obtained  from our ongoing  preclinical  studies and
clinical trials,  the costs incurred for the preparation of the NDA for SnET2 in
AMD and related follow-on work and the expansion of our research and development
programs,  which  includes the  increased  hiring of  personnel,  the  continued
expansion  of  existing  or the  commencement  of new  preclinical  studies  and
clinical trials and the development of new drug compounds and formulations.

     Selling,   General   and   Administrative.   Our   selling,   general   and
administrative  expenses  decreased from $6.0 million in 2000 to $5.9 million in
2001 and $5.7  million in 2002.  Selling,  general and  administrative  expenses
consist  primarily of payroll,  payroll taxes,  employee  benefits and operating
costs such as rent and  utilities.  The slight  decrease from 2000 to 2001 was a
result of a decrease in deferred  compensation  expense and the reclassification
of a portion of certain  overhead  costs into the cost of  inventory  as cost of
goods  sold.  The  decrease  from 2001 to 2002 was a result of a decrease in the
number of  administrative  employees  as well as a temporary  reduction in wages
taken by all employees during the first quarter of 2002. These decreases in 2002
were offset by employee and officer loan reserves of $690,000 recorded in 2002.

     As disclosed in Note 3 in our  consolidated  financial  statements  for the
year ended  December 31, 2002, we have made loans to officers and employees over
the years secured by stock and stock  options and certain  unsecured  loans.  In
light of the decrease in our stock price and certain other factors affecting the
collectibility of these loans, we recorded a reserve for these loans to officers
and  employees  in the amount of  $872,000,  of which  $690,000  is  included in
general and  administrative  expenses  and  $182,000 is included in research and
development  expenses.  For the years ended  December 31, 2001 and 2000,  we had
recorded employee loan reserves of $73,000 and $15,000, respectively,  which was
included in research and development expenses. As of December 31, 2002 and 2001,
the aggregate balance of these loans to officers and employees, net of reserves,
is $610,000  and  $1,318,000,  respectively  of which  $40,000 and  $496,000 are
included  in other  assets at  December  31,  2002 and 2001,  respectively,  and
$570,000 and $822,000 are included in notes receivable from officers at December
31, 2002 and 2001, respectively.

     We expect future  selling,  general and  administrative  expenses to remain
consistent with prior periods although they may fluctuate depending on available
funds,  and the support  required for research and development  activities,  the
costs associated with potential financing and partnering activities,  continuing
corporate development and professional services, compensation expense associated
with stock options and warrants  granted to consultants and expenses for general
corporate matters.

     Interest  and Other  Income.  Interest and other income was $1.4 million in
2000 and $1.4 million in 2001 and  decreased  to $179,000 in 2002.  Interest and
other income earned in 2000  represent  interest  earned on cash and  marketable
security balances.  Interest and other income earned in 2001 represents $798,000
of interest  earned on the available cash and marketable  security  balances and
$586,000  recorded on the gain on sale of bulk API  manufacturing  equipment  to
Pharmacia.  Interest and other income earned in 2002 represent  interest  earned
primarily on cash and marketable  security balances  throughout the year as well
as interest on employee and executive  loans.  The  fluctuations in interest and
other  income  are  directly  related  to the  levels  of  cash  and  marketable
securities earning interest and the rates of interest being earned. The level of
future  interest and other income will primarily be subject to the level of cash
balances  we  maintain  from  period to period and the  interest  rates  earned.
However,  we expect our interest and other income to decrease in future  periods
unless additional funding is obtained.

     Interest  Expense.  Interest expense decreased from $2.3 million in 2000 to
$2.1  million  in 2001 and to  $286,000  in 2002.  Interest  expense  represents
interest  related to borrowings  under the 2001 Credit  Agreement with Pharmacia
and the cost  related to the value of the  warrants  issued in  connection  with
these borrowings,  which were recorded as deferred financing costs. The decrease
in  interest  expense in 2001 as  compared  to 2000 is  directly  related to the
decrease in the rate of interest  being  charged which was offset by an increase
in the total amount of borrowings.  The borrowings accrued interest at the prime
rate which was 4.75% and 9.5% at December 31, 2001 and 2000,  respectively.  The
decrease from 2001 to 2002 was  primarily  related to the  restructuring  of the
Pharmacia  loans in March 2002,  which provided for interest for only two months
in 2002.  In  accordance  with the SFAS  No.  15 with the  restructuring  of the
Pharmacia  debt in March  2002,  we reduced  our  outstanding  debt to the total
future cash payments of the debt, which included $792,000 designated as interest
and $10.0 million as principal.  Also, with the  restructuring  of the debt, the
value of the warrants issued to Pharmacia, recorded as deferred financing costs,
was reduced to zero.  Therefore,  unless  there is an increase in the prime rate
used of 4.75%,  no further  interest  expense will be recorded for the Pharmacia
loans.  The level of other interest expense in future periods will relate to the
amount of borrowings received under our Debt Agreement.  All borrowings received
accrue interest at 9.4% plus  amortization  of the related  warrants issued with
each borrowing. As of March 15, 2003 we had received borrowings of $4.0
million.

     Non-cash Loss in Investment.  In June 1998, we purchased an equity interest
in Xillix.  We received  2,691,904 shares of Xillix common stock in exchange for
$3.0 million in cash and 58,909 shares of Miravant Common Stock. During 2000 and
again in 2002, we determined  that the decline in the value of our investment in
Xillix was other-than-temporary.  Since we made the investment in June 1998, the
value of the Xillix common stock had decreased by approximately 70% through 2000
and  approximately an additional 20% through 2002 and had been at similar levels
for at  least  nine  months  prior  to the  write-down.  In  December  2000,  we
recognized a loss write-down  totaling $3.5 million and in December 2002 another
$598,000 loss write-down was recorded, to reduce our investment in Xillix to its
estimated  current fair value based on quoted  market  prices as of December 31,
2002. This loss is included in "Non-cash loss in investment" in the consolidated
statements of operations,  stockholders'  equity (deficit) and cash flows. As of
December 31, 2002,  we still hold the  2,691,904  shares of Xillix  common stock
received in the original investment transaction.  The adjusted cost basis in the
investment is $393,000 and this  investment will continue to be classified as an
available-for-sale   investment  recorded  at  fair  value  with  any  resulting
unrealized gains or losses included in "Accumulated other comprehensive loss" in
the consolidated balance sheet and statement of stockholders' equity (deficit).

     Income  Taxes.  As  of  December  31,  2002,  we  had  net  operating  loss
carryforwards  for federal tax purposes of $170.5  million,  which expire in the
years 2003 to 2022. Research credit  carryforwards  aggregating $9.0 million are
available  for  federal and state tax  purposes  and expire in the years 2003 to
2022.  The Company also has a state net  operating  loss  carryforward  of $36.4
million,  which expires in the years 2003 to 2007. Of the $36.4 million in state
net  operating  loss  carryforwards,  $19.4  million will expire during 2003 and
2004.  Under Section 382 of the Internal  Revenue Code,  utilization  of the net
operating  loss  carryforwards  may  be  limited  based  on our  changes  in the
percentage  of  ownership.  Our  ability  to  utilize  the  net  operating  loss
carryforwards, without limitation, is uncertain.


     We do not  believe  inflation  has had a material  impact on our results of
operations.


Liquidity and Capital Resources

     Since inception through December 31, 2002, we have accumulated a deficit of
approximately  $189.5 million and expect to continue to incur  substantial,  and
possibly  increasing,  operating losses for the next few years. We have financed
our  operations  primarily  through  private  placements  of  Common  Stock  and
Preferred Stock,  private  placements of convertible notes and short-term notes,
our initial public offering, a secondary public offering,  Pharmacia's purchases
of Common  Stock and credit  arrangements.  As of  December  31,  2002,  we have
received  proceeds  from the sale of equity  securities,  convertible  notes and
credit  arrangements  of  approximately  $226.5  million.  We do not  anticipate
achieving  profitability in the next few years, as such we expect to continue to
rely on external sources of financing to meet our cash needs for the foreseeable
future. As of December 31, 2002, our consolidated financial statements have been
prepared assuming we will continue as a going concern. Our independent auditors,
Ernst & Young LLP,  have  indicated  in their report  accompanying  our year end
consolidated  financial  statements that, based on generally  accepted  auditing
standards, our viability as a going concern is in question.

     In March 2002, Miravant and Pharmacia entered into a Contract  Modification
and  Termination  Agreement  pursuant to which we regained all of the rights and
related data and assets to our lead drug candidate,  SnET2, and restructured our
outstanding debt to Pharmacia.  Under the terms of the Contract Modification and
Termination Agreement,  various agreements and side letters between Miravant and
Pharmacia  have  been  terminated.  Most of these  agreements  related  to SnET2
license agreements and related drug and device supply agreements,  side letters,
the  Manufacturing  Facility  Asset  Purchase  Agreement and various  supporting
agreements.  The  termination  of  the  various  agreements  provided  that  all
ownership of the rights,  data and assets related to SnET2 and the Phase III AMD
clinical  trials  will  revert  back to us.  The rights  transferred  back to us
include the ophthalmology IND and the related filings,  data and reports and the
ability to license the rights to SnET2.  The assets which we received  ownership
rights to include the lasers utilized in the Phase III AMD clinical trials,  the
bulk  API  manufacturing  equipment,  all of the  bulk  API  inventory  sold  to
Pharmacia in 2001 and 2002 and the final drug formulation, or FDF, inventory. In
addition to receiving  back all of the bulk API  inventory  sold to Pharmacia in
2001, we also received a payment of approximately  $479,000 for the costs of the
in-process  and finished bulk API  inventory  manufactured  through  January 23,
2002. We reassumed the lease obligations and related property taxes for our bulk
API manufacturing  facility effective March 2002. The lease agreement expires in
March 2006 and currently has a base rent of approximately  $26,000 per month. We
sublet this facility in January 2003 through December 2005.

     As a condition  of the Contract  Modification  and  Termination  Agreement,
Pharmacia had released to us in March 2002 the $880,000,  which included accrued
interest,  held in an equipment escrow account,  which was originally  scheduled
for release in June 2002. These funds represent the $863,000 purchase price that
Pharmacia paid under the Manufacturing Facility Asset Purchase Agreement for the
purchase  of our bulk API  manufacturing  equipment  in May 2001  plus  interest
earned through the release date.

     The Contract  Modification and Termination Agreement also modified the 2001
Credit   Agreement.   The  outstanding   debt  that  we  owed  to  Pharmacia  of
approximately  $26.8  million has been  reduced to $10.0  million  plus  accrued
interest.  The first  payment of $5.0 million  plus accrued  interest was due on
March 5, 2003 and was subsequently extended to June 30, 2003. The second payment
of $5.0 million plus  accrued  interest is due on June 4, 2004.  Interest on the
debt will be recorded  at the prime  rate,  which was 4.75% on March 5, 2002 and
had  decreased  to  4.25% as of  December  31,  2002.  Additionally,  the  early
repayment  provisions were modified and many of the covenants were eliminated or
modified.  In exchange for these changes and the rights to SnET2,  we terminated
our right to  receive a $3.2  million  loan  that was  available  under the 2001
Credit  Agreement.  Also, as Pharmacia has determined that they will not file an
NDA for the SnET2  PhotoPoint  PDT for AMD and the Phase III clinical trial data
did not meet certain clinical statistical standards,  as defined by the clinical
trial  protocols,  we will not have  available an  additional  $10.0  million of
borrowings as provided for under the 2001 Credit Agreement.

     In connection with the 2001 Credit Agreement, we granted Pharmacia warrants
to purchase a total of 360,000 shares of our Common Stock.  The exercise  prices
and  expiration  dates are as follows:  120,000  shares at an exercise  price of
$11.87 per share  expiring May 5, 2004,  120,000  shares at an exercise price of
$14.83 per share  expiring  November 12, 2004 and 120,000  shares at an exercise
price of $20.62 per share  expiring May 23, 2005.  Pharmacia  will retain all of
its rights under the terms and conditions of the Warrant Agreement.

Statement of Cash Flows

     For 2000,  2001 and 2002, we required cash for operations of $13.4 million,
$15.2 million and $8.6 million,  respectively. The increase in net cash required
for  operations  from  2000  as  compared  to 2001 is  directly  related  to the
production and sale of our bulk API inventory,  our subsequent  bulk API sale to
Pharmacia  and the  timing  on the  collection  of the  payments  from an escrow
account for these sales which was deferred into 2002. Subsequently, a payment of
$4.1  million  for the sales of bulk API was  released  in full to us in January
2002. The decrease in net cash required for operations from 2001 to 2002 was due
to a decrease in  inventories  and  accounts  receivables  as well as an overall
decrease in operating  costs. The decrease was offset by an increase in accounts
payable.

     For 2000 net cash used in investing  activities was $15.8 million. For 2001
and 2002,  net cash provided by investing  activities was $14.8 million and $4.6
million,  respectively.  The net cash used for investing  activities in 2000 was
directly  related to the net  purchases  of  marketable  securities  based on an
analysis of the funds available for investment and purchases of property,  plant
and equipment and patents. The net cash provided by investing activities in 2001
was related to the proceeds from the net sales of marketable  securities as well
as proceeds from the sale of bulk API manufacturing equipment to Pharmacia.  The
net cash  provided by investing  activities  in 2002 was related to the proceeds
from the net sales of marketable securities offset by the purchases of patents.

     For 2000,  2001 and 2002,  net cash  provided by financing  activities  was
$11.9  million,  $15,000  and  $3.3  million,  respectively.  Cash  provided  by
financing  activities in 2000 was attributed to the $7.5 million  provided under
the 2001  Credit  Agreement  with  Pharmacia  and  warrant  and option  exercise
proceeds of $4.4  million.  Cash  provided by financing  activities  in 2001 was
related to $315,000 provided by warrant and option exercises which was offset by
$300,000 in loans  provided to one of our executive  officers.  Cash provided by
financing  activities  in 2002 related to the funding  received  from the August
2002 sale of Common Stock of $2.4  million and the first $1.0  million  drawdown
received under our Debt Agreement.

Lease Obligations and Long-Term Debt

<TABLE>
<CAPTION>
<S>     <C>                      <C>                                                    <C>             <C>
           Contractual
           Obligations                                       Payments Due by Period
      ------------------------------------------------------------------------------------------------------------
                                Less than 1
                                    year          1 - 3 years       4 - 5 years    After 5 years        Total
                               ---------------  -----------------  --------------  ---------------  --------------

      Debt(1)................   $  5,000,000      $ 5,000,000     $ 1,000,000      $         --      $  11,000,000
      Building Leases(2).....        428,000           83,000              --                --            511,000
                               ---------------  -----------------  --------------  ---------------  --------------
      Total Contractual
      Cash Obligations.......   $  5,428,000     $  5,083,000     $  1,000,000     $         --      $  11,511,000
                               ===============  =================  ==============  ===============  ==============
</TABLE>

          (1)  $10.0 million of this debt  represents the principal  amounts due
               to  Pharmacia  under the terms of the Contract  Modification  and
               Termination  Agreement entered into in March 2002.  Additionally,
               $1.0 million of this debt represents the first drawdown under the
               Debt Agreement.

          (2)  The amounts  recorded  for building  leases  consist of leases on
               three  buildings  and is net of  sublease  revenue of $684,000 in
               2003 and $656,000 in 2004 and 2005. Two of the leases,  including
               our lease, expire during 2003.

     We invested a total of $9.6 million in property,  plant and equipment  from
1996 through  December 31, 2002.  Based on available  funds,  we may continue to
purchase  property  and  equipment  in the future as we expand our  preclinical,
clinical  and research and  development  activities  as well as the buildout and
expansion of laboratories and office space.

     We will need substantial  additional resources to develop our products. The
timing and  magnitude  of our future  capital  requirements  will depend on many
factors, including:

     *    Our ability to make the $5.0 million,  plus interest,  payments on the
          debt due to  Pharmacia on the related  payment  dates of June 30, 2003
          and June 4, 2004;
     *    Our ability to successfully  negotiate new debt repayment terms on our
          $10.0  million  debt plus  interest due to Pharmacia if we cannot make
          the scheduled payments;
     *    Our ability to continue  our efforts to reduce our use of cash,  while
          continuing to advance programs;
     *    Our ability to meet our obligations under the Debt Agreement;
     *    The viability of SnET2 for future use;
     *    The costs and time  involved in preparing a New Drug  Application,  or
          NDA, filing;
     *    The time and costs involved and ability to obtain regulatory  approval
          for our NDA filed;
     *    Our ability to  establish  additional  collaborations  and/or  license
          SnET2;
     *    Our ability to raise equity financing or use stock awards for employee
          and consultant compensation;
     *    Our ability to regain our listing status on Nasdaq;
     *    The pace of scientific  progress and the magnitude of our research and
          development programs;
     *    The scope and results of preclinical studies and clinical trials;
     *    The costs involved in preparing, filing, prosecuting,  maintaining and
          enforcing patent claims;
     *    The costs involved in any potential litigation;
     *    Competing technological and market developments; and
     *    Our dependence on others for development and  commercialization of our
          potential products.

     As of December 31, 2002, our  consolidated  financial  statements have been
prepared  assuming we will continue as a going  concern.  We are  continuing our
efforts in research and  development  and the  preclinical  studies and clinical
trials of our  products.  These  efforts,  and  obtaining  requisite  regulatory
approval,  prior to  commercialization,  will require substantial  expenditures.
Once requisite  regulatory  approval has been obtained,  if at all,  substantial
additional  financing  will be  required  for  the  manufacture,  marketing  and
distribution of our product in order to achieve a level of revenues  adequate to
support our cost  structure.  In December 2002, we entered into a Debt Agreement
that provided us the availability to borrow up to $1.0 million per month through
November  2003.  The  monthly  borrowing  request  can  be  limited  if  certain
requirements are not met or are not satisfactory to the Lenders. As of March 15,
2003,  we  had  borrowed  $4.0  million  under  the  Debt  Agreement.  Executive
management  believes that if the remaining $8.0 million remains  available to it
under the Debt Agreement  that it has  sufficient  resources to fund the current
required  expenditures  through  December  31,  2003.  In  addition,   executive
management also believes it can raise additional  funding to support  operations
through  corporate  collaborations  or  partnerships,  licensing of SnET2 or new
products and additional  equity or debt  financings  prior to December 31, 2003,
especially  due to our  announcement  that we  intend  to  file an NDA in  2003.
However,  there can be no  assurance  that we will  receive the  remaining  $8.0
million under the Debt Agreement, if certain requirements are not met or are not
satisfactory  to the  Lenders,  and  there  is no  guarantee  that  we  will  be
successful in obtaining additional financing or that financing will available on
favorable  terms.  If  additional  funding is not be  available  when  required,
management  believes it has the ability to conserve cash required for operations
through  December  31, 2003 by the delay or reduction in scope of one or more of
its  research and  development  programs  and  adjusting,  deferring or reducing
salaries  of  employees  and  by  reducing  operating  facilities  and  overhead
expenditures  to conserve  cash to be used in  operations.  Our ability to raise
funds has become more  difficult as our stock has been  delisted from trading on
the Nasdaq National Market.  Any inability to obtain additional  financing would
adversely  affect our  business  and could cause us to  significantly  reduce or
cease  operations.  Our ability to generate  substantial  additional  funding to
continue  our  research  and  development  activities,  preclinical  studies and
clinical trials and manufacturing,  and administrative  activities and to pursue
any  additional  investment  opportunities  is  subject to a number of risks and
uncertainties and will depend on numerous factors including:

     *    Our ability to successfully prepare and file an NDA for SnET2 in 2003;
     *    The outcome from FDA upon the potential NDA filing;
     *    The potential  future use of SnET2 for  ophthalmology or other disease
          indications;
     *    Our ability to  successfully  raise  funds in the near future  through
          public  or   private   equity  or  debt   financings,   or   establish
          collaborative arrangements or raise funds from other sources;
     *    The  potential  for equity  investments,  collaborative  arrangements,
          license  agreements or development or other funding  programs that are
          at terms acceptable to us, in exchange for  manufacturing,  marketing,
          distribution or other rights to products developed by us;
     *    The extent to which our  obligation  to pay Pharmacia a portion of the
          funds received in our financing activities will hinder our fundraising
          efforts;
     *    Our requirement to allocate  certain  percentages of net proceeds from
          any public or private equity financings and/or asset dispositions,  as
          defined  earlier,  towards the  repayment of our debt of $10.0 million
          plus accrued interest due to Pharmacia under the Contract Modification
          and Termination Agreement;
     *    The  future  development  and  results  of our  Phase  II  dermatology
          clinical trial and our ongoing cardiovascular and oncology preclinical
          studies;
     *    The amount of funds received from outstanding warrant and stock option
          exercises, if any;
     *    Our  ability to  maintain,  renegotiate,  or  terminate  our  existing
          collaborative arrangements;
     *    Our  ability  to  receive  any funds  from the sale of our 33%  equity
          investment in Ramus, consisting of 2,000,000 shares of Ramus Preferred
          Stock and 59,112  shares of Ramus Common  Stock,  neither of which are
          publicly  traded  and the fair  market  value  of  which is  currently
          negligible;
     *    Our ability to liquidate our equity  investment in Xillix,  consisting
          of 2,691,904  shares of Xillix Common Stock,  which is publicly traded
          on the  Toronto  Stock  Exchange  under the symbol  (XLX.TO),  but has
          historically had very small trading volume; and
     *    Our ability to collect the loan and accrued interest provided to Ramus
          under their credit agreement with us.

     We cannot  guarantee that  additional  funding will be available to us now,
when needed,  or if at all. If  additional  funding is not available in the near
term, we will be required to scale back our research and  development  programs,
preclinical  studies and clinical trials and administrative  activities or cease
operations.  As a result, we would not be able to successfully  develop our drug
candidates   or   commercialize   our  products  and  we  would  never   achieve
profitability.  Our independent  auditors,  Ernst & Young LLP, have indicated in
their report accompanying our year end consolidated  financial  statements that,
based on generally accepted auditing standards, our viability as a going concern
is in question.

Related Party Transactions

     In April 1998, we entered into a $2.0 million  revolving  credit  agreement
with our affiliate, Ramus. Between 1998 and 1999, Ramus borrowed the entire $2.0
million  available  under the credit  agreement.  As of December 31,  2002,  the
balance of the loan, including principal and accrued interest, was $2.7 million.
The loan,  which was used to fund Ramus'  clinical  trials and operating  costs,
accrues interest at a variable rate (4.25% as of December 31, 2002) based on the
prime  rate.  In March 2000,  the loan term was  extended  indefinitely.  It was
determined  that it was probable  that we would be unable to collect the amounts
due from Ramus under the contractual terms of the loan agreement.  Therefore, we
have  established  a reserve  for the  entire  outstanding  balance  of the loan
receivable at December 31, 2002 and 2001. We are currently in  discussions  with
Ramus to convert the entire amount of the loans receivable from Ramus, including
accrued and unpaid interest to Ramus preferred stock.

     In July 1996, the Board of Directors  appointed Joseph Nida, a partner in a
law firm  that we use for  outside  legal  services,  to serve as our  corporate
Secretary.  We paid Mr. Nida's law firm fees for legal services totaling $47,000
in 2002,  $55,000 in 2001 and $40,000 in 2000.  In  addition,  over the years we
have issued warrants to Mr. Nida's firm to purchase a total of 131,250 shares of
Common Stock as partial  consideration for his services as acting in-house legal
counsel and corporate Secretary.

<PAGE>



                                  RISK FACTORS

FACTORS AFFECTING FUTURE OPERATING RESULTS

     The  following  section  of  this  report  describes   material  risks  and
uncertainties relating to Miravant and our business. Our business operations may
be impaired by additional  risks and  uncertainties  that we are not aware of or
that we currently consider  immaterial.  Our business,  results of operations or
cash flows may be  adversely  affected if any of the  following  risks  actually
occur. In such case, the trading price of our Common Stock could decline.

                          RISKS RELATED TO OUR BUSINESS

OUR BUSINESS IS NOT EXPECTED TO BE PROFITABLE FOR THE FORESEEABLE  FUTURE AND WE
WILL NEED ADDITIONAL FUNDS TO CONTINUE OUR OPERATIONS PAST DECEMBER 31, 2003. IF
WE FAIL TO OBTAIN  ADDITIONAL  FUNDING OR MEET THE  REQUIREMENTS OF OUR DECEMBER
2002  CONVERTIBLE  DEBT AND WARRANT  AGREEMENT,  OR DEBT AGREEMENT,  WE COULD BE
FORCED TO SIGNIFICANTLY SCALE BACK OR CEASE OPERATIONS.

     Since our inception we have incurred  losses  totaling $189.5 million as of
December 31, 2002 and have never  generated  enough funds through our operations
to  support  our  business.  We are  continuing  our  efforts  in  research  and
development  and the  preclinical  studies and clinical  trials of our products.
These  efforts,   and  obtaining  requisite   regulatory   approval,   prior  to
commercialization,   will  require  substantial  expenditures.   Once  requisite
regulatory  approval  has  been  obtained,  if at  all,  substantial  additional
financing will be required for the  manufacture,  marketing and  distribution of
our product in order to achieve a level of revenues adequate to support our cost
structure. In December 2002, we entered into a $12.0 million Debt Agreement with
a group of private accredited  investors,  or the Lenders,  that provides us the
availability  to borrow up to $1.0  million  per month  through  November  2003,
subject to certain limitations.  The monthly borrowing request can be limited if
certain  requirements are not met or are not satisfactory to the Lenders.  As of
March 15, 2003, we had borrowed $4.0 million under the Debt Agreement. Executive
management  believes that if the remaining $8.0 million remains  available to us
under the Debt Agreement we would have sufficient  resources to fund the current
required expenditures through December 31, 2003.

     In addition,  as of March 5, 2003, our first payment was due on our debt to
Pharmacia Corporation,  or Pharmacia, in the amount of $5.0 million plus accrued
interest,  and we did not make  this  payment.  We have  since  negotiated  with
Pharmacia an  extension  on the date of the first  payment due to June 30, 2003.
Executive  management also believes we can raise  additional  funding to support
operations through corporate collaborations or partnerships,  licensing of SnET2
or new products and additional  equity or debt financings  prior to December 31,
2003,  especially  due to our  announcement  that we  intend  to file a New Drug
Application,  or NDA, for SnET2 in 2003. However, there can be no assurance that
we will receive the remaining $8.0 million under the Debt Agreement,  if certain
requirements are not met or are not satisfactory to the Lenders, or that we will
be able to make  our  first  payment  to  Pharmacia  on June  30,  2003 or again
negotiate  new  payment  terms,  and  there  is no  guarantee  that  we  will be
successful in obtaining additional financing or that financing will available on
favorable terms. Our independent auditors,  Ernst & Young LLP, have indicated in
their report accompanying our year end consolidated  financial  statements that,
based on generally accepted auditing standards, our viability as a going concern
is in question.

     We will need substantial  additional resources in the near term to complete
the NDA filing, to develop our products and to continue our operations. If we do
not  receive  sufficient  funding  prior to  December  2003 we may be  forced to
significantly reduce or cease operations. The timing and magnitude of our future
capital requirements will depend on many factors, including:

     *    Our ability to make the $5.0 million,  plus interest,  payments on the
          debt due to  Pharmacia on the related  payment  dates of June 30, 2003
          and June 4, 2004;
     *    Our ability to successfully  negotiate new debt repayment terms on our
          $10.0  million  debt plus  interest due to Pharmacia if we cannot make
          the scheduled payments;
     *    Our ability to continue  our efforts to reduce our use of cash,  while
          continuing to advance programs;
     *    Our ability to meet our obligations under the Debt Agreement;
     *    The viability of SnET2 for future use;
     *    The costs and time  involved in preparing a New Drug  Application,  or
          NDA, filing;
     *    The time and costs involved and ability to obtain regulatory  approval
          for our NDA filed;
     *    Our ability to  establish  additional  collaborations  and/or  license
          SnET2;
     *    Our ability to raise equity financing or use stock awards for employee
          and consultant compensation;
     *    Our ability to regain our listing status on Nasdaq;
     *    The pace of scientific  progress and the magnitude of our research and
          development programs;
     *    The scope and results of preclinical studies and clinical trials;
     *    The costs involved in preparing, filing, prosecuting,  maintaining and
          enforcing patent claims;
     *    The costs involved in any potential litigation;
     *    Competing technological and market developments; and
     *    Our dependence on others for development and  commercialization of our
          potential products.

     We are actively  seeking  additional  capital needed to fund our operations
through corporate collaborations or partnerships,  through licensing of SnET2 or
new  products  and  through  public or  private  equity or debt  financings.  No
commitments  for such  corporate  collaborations  are  currently  in place.  Any
inability to obtain additional financing would adversely affect our business and
could  cause  us to  significantly  scale  back or cease  operations.  If we are
successful in obtaining additional equity or convertible debt financing this may
result  in  significant  dilution  to our  stockholders.  In  addition,  any new
securities  issued may have rights,  preferences  or privileges  senior to those
securities held by our current stockholders.

UNDER THE CONTRACT  MODIFICATION  AND  TERMINATION  AGREEMENT  ENTERED INTO WITH
PHARMACIA IN MARCH 2002,  OUR  OUTSTANDING  DEBT TO  PHARMACIA OF $10.0  MILLION
REMAINS SECURED BY ALL OF OUR ASSETS. AS OF MARCH 5, 2003 THE FIRST $5.0 MILLION
WAS DUE AND HAS SINCE BEEN  EXTENDED TO JUNE 30,  2003.  IF WE BECOME  UNABLE TO
REPAY OUR  BORROWINGS  OR ARE UNABLE TO NEGOTIATE  NEW DEBT  REPAYMENT  TERMS OR
VIOLATE THE COVENANTS  UNDER THIS  AGREEMENT,  PHARMACIA  COULD FORECLOSE ON OUR
ASSETS, WHICH WOULD HAVE A MATERIAL ADVERSE AFFECT ON OUR BUSINESS AND WE MAY BE
FORCED TO CEASE OPERATIONS.

     Under the terms of the Contract Modification and Termination Agreement with
Pharmacia,  we have  outstanding  debt to  Pharmacia of $10.0  million  which is
secured by all of our assets.  As of March 5, 2003, our first payment was due on
our debt to Pharmacia in the amount of $5.0 million plus accrued  interest,  and
we did not make  this  payment.  We have  since  negotiated  with  Pharmacia  an
extension  on the first  payment  due to June 30,  2003.  If we cannot  make the
scheduled  payments or are unable to negotiate new terms for the debt  repayment
with  Pharmacia,  then  Pharmacia  can exercise all its rights to secure all the
collateral  under the  agreement,  which  includes  all our assets.  There is no
guarantee that if we cannot make this payment new debt  repayment  terms will be
negotiated  timely,  if at all. Our ability to comply with all  covenants and to
make scheduled  payments,  early repayments as required or to refinance our debt
obligations  will depend on our financial and  operating  performance,  which in
turn will be subject to prevailing  economic  conditions and certain  financial,
business and other factors,  including  factors that are beyond our control.  If
our cash flow and capital resources become insufficient to fund our debt service
obligations  or  we  otherwise  default  under  the  Contract  Modification  and
Termination Agreement,  Pharmacia could accelerate the debt and foreclose on our
assets. As a result,  we could be forced to obtain additional  financing at very
unfavorable terms or significantly reduce or cease operations.

OUR ABILITY TO CONTINUE TO BORROW $1.0 MILLION PER MONTH  THROUGH  NOVEMBER 2003
UNDER THE DEBT  AGREEMENT  ENTERED INTO IN DECEMBER  2002,  IS  CONTINGENT ON US
MEETING  CERTAIN  OBLIGATIONS.  IF  THESE  OBLIGATIONS  ARE  NOT  MET OR ARE NOT
SATISFACTORY TO THE LENDERS, WE MAY BE UNABLE TO BORROW THE FUNDS AS PLANNED AND
THIS MAY FORCE US TO SIGNIFICANTLY REDUCE OR CEASE OPERATIONS.

     In December  2002, we entered into a Debt Agreement with a group of private
accredited investors, or the Lenders. The $12.0 million Debt Agreement allows us
to borrow up to $1.0 million per month, with any unused monthly borrowings to be
carried  forward.  We have borrowed $4.0 million  under this  agreement  through
March 15, 2003. The maximum aggregate loan amount is $12.0 million with the last
available  borrowing  in November  2003.  The Lenders   obligation  to fund each
borrowing  request is  subject  to  material  conditions  described  in the Debt
Agreement. In addition, the Lenders may terminate its obligations under the Debt
Agreement  if: (i) Miravant  has not filed an NDA by March 31,  2003,  (ii) such
filing has been rejected by the Federal Drug Administration,  or (iii) Miravant,
in  the  reasonable  judgment  of  the  Lenders,  is not  meeting  its  business
objectives.  We have received a waiver from the Lenders with regard to the March
31, 2003 NDA filing deadline.  This deadline has been extended to the end of the
third quarter 2003. However, there is no guarantee we will receive the remaining
$8.0 million under this agreement,  and if we are unable to borrow the remaining
$8.0 million as planned we may be forced to
significantly reduce or cease operations.

OUR EXISTING LOAN OBLIGATIONS TO PHARMACIA,  OVERALL CURRENT MARKET  ENVIRONMENT
AND OUR THE OTC BULLETIN BOARD(R),  OR OTCBB, LISTING STATUS WILL MAKE OBTAINING
ADDITIONAL FUNDING DIFFICULT.

     Our ability to obtain  additional  funding by December  31, 2003 to operate
our business may be impeded by a number of factors including:

     *    We currently owe Pharmacia  $10.0 million,  and are obligated to pay a
          portion of net proceeds from any public or private  equity  financings
          and/or asset  dispositions  towards the repayment of the $10.0 million
          plus accrued interest due to Pharmacia under the Contract Modification
          and Termination Agreement:
          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds  are  less  than or equal  to $7.0  million,  we are not
               required to make an early  repayment  towards our Pharmacia debt.
               As of March 31, 2003, our aggregate equity  financings  amount to
               $2.5 million;
          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds  are greater than $7.0 million but less than or equal to
               $15.0 million, then we are required to apply one-third of the net
               proceeds  from the  amount in excess of $7.0  million up to $15.0
               million,  or a maximum  repayment  of $2.7  million  towards  our
               Pharmacia debt;
          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds are greater than $15.0 million but less than or equal to
               $25.0 million,  then we are required to apply one-half of the net
               proceeds  from the amount in excess of $15.0  million up to $25.0
               million,  or a maximum  repayment  of $7.7  million  towards  our
               Pharmacia debt;
          *    If our aggregate net equity financing  and/or assets  disposition
               proceeds are greater than $25.0 million,  then we are required to
               apply all of the net proceeds  from the amount in excess of $25.0
               million,  or repay the entire $10.0 million plus accrued interest
               towards our Pharmacia debt; and
          *    Any early  repayment of our  Pharmacia  debt applies first to the
               loan due on June 30, 2003,  then to the remaining loan amount due
               on June 4, 2004;
     *    Our Common Stock is  currently  being traded on the OTCBB and there is
          no guarantee  we will be able to regain our listing  status on Nasdaq,
          in the near term or at all; and
     *    As a result  of many  current  economic  and  political  factors,  the
          present market for raising capital is relatively  difficult and we may
          be unable to raise the funding we need  timely,  if at all, if certain
          economic and political factors do not improve.

     We will need a substantial amount of funding to further our programs and to
complete  our  planned  NDA  filing  for  SnET2 in 2003,  and  investors  may be
reluctant to invest in our equity  securities if the funds necessary to grow our
business  are  instead  used  to pay  down  our  existing  debt  obligations  to
Pharmacia.  Investors  may also be  reluctant  to provide us funds for fear that
Pharmacia  may  foreclose  on our assets.  The fact that our Common  Stock is no
longer listed for trading on Nasdaq may also discourage investors or result in a
discount on the price that  investors may pay for our  securities.  We will also
have to overcome  investor  concerns  about many current  economic and political
factors.  These and other  factors  may  prevent  us from  obtaining  additional
financing as required in the near term on favorable terms or at all.

PREPARING  AND FILING AN NDA  REQUIRES  SIGNIFICANT  EXPENSES,  THE  APPROPRIATE
PERSONNEL AND ACCESS TO CONSULTANTS AND OTHER RESOURCES AS NEEDED.  OUR PLANS TO
COMPLETE AN NDA FILING WITH THE FDA FOR SNET2 FOR THE  TREATMENT  OF AMD IN 2003
IS  DEPENDENT  ON OUR  ABILITY  TO  SUCCESSFULLY  RAISE  SUBSTANTIAL  ADDITIONAL
FUNDING,  OR  ENGAGE A  COLLABORATIVE  PARTNER,  AND TO ENGAGE  CONSULTANTS  AND
PERSONNEL  AS NEEDED  ALL IN A TIMELY  MANNER.  IF WE ARE  UNABLE TO MEET  THESE
REQUIREMENTS OUR PLANS TO FILE AN NDA WITH THE FDA MAY BE SIGNIFICANTLY  DELAYED
OR MAY NOT GET FILED AT ALL.

     In January 2002, Pharmacia, after an analysis of the Phase III AMD clinical
data,  determined  that the clinical data results  indicated  that SnET2 did not
meet the primary efficacy  endpoint in the study  population,  as defined by the
clinical trial protocol,  and that they would not be filing an NDA with the FDA.
In March 2002,  we regained  the license  rights to SnET2 as well as the related
data and  assets  from the Phase III AMD  clinical  trials  from  Pharmacia.  We
completed our own detailed analysis of the clinical data during 2002,  including
an analysis of the subset groups.  In January 2003,  based on the results of our
analysis  and  certain  discussions  with  regulatory  and FDA  consultants,  we
announced  our  plans to move  forward  with an NDA  filing  for  SnET2  for the
treatment  of AMD. In addition,  we are  currently  seeking a new  collaborative
partner  for  PhotoPoint  PDT in  ophthalmology.  The cost of  preparing  an NDA
requires a significant  amount of funding and personnel.  We will have to engage
numerous consultants and clinical research organizations,  or CROs, to assist in
the  preparation  of the NDA.  Our  ability to engage the  appropriate  CROs and
consultants  in a timely manner and have them  available to us when we need them
is costly  and may  cause  delays in the  filing of the NDA.  Additionally,  our
ability to raise funding or engage a  collaborative  partner to assist us in the
funding and  preparation  of the NDA may not be available to us timely or not at
all. If we are unable to raise adequate funding,  we will likely have to further
reduce our funding and development  efforts of our other programs and adjust our
overall business  structure to reduce expenses.  If we are unable to file an NDA
for SnET2 as a result of  funding or other  constraints  or if our filing is not
accepted by the FDA, this could severely harm our business.

ONCE OUR NDA FOR SNET2 FOR THE TREATMENT OF AMD IS FILED, IF FILED AT ALL, THERE
CAN BE NO ASSURANCE  THAT WE WILL BE ABLE TO GET  APPROVAL  FROM THE FDA OR THAT
ISSUES UNDERLYING ANY CONTINGENT APPROVAL RECEIVED WILL BE ADEQUATELY AND TIMELY
RESOLVED  BY US OR THAT  SUCH  APPROVAL  WILL  MEET OUR  MARKETING  AND  REVENUE
EXPECTATIONS.  ADDITIONALLY,  WE CAN  NOT BE  ASSURED  THAT  WE  WILL BE ABLE TO
MAINTAIN  OUR FAST TRACK  DESIGNATION  WITH THE FDA  BECAUSE OF  SUBSEQUENT  FDA
APPROVALS RECEIVED FOR THE TREATMENT OF AMD TO THIRD PARTIES.

     If we are able to file our NDA for SnET2 for the  treatment  of AMD,  there
can be no guarantee  the we will be able to get an approval from the FDA or that
we will be able to resolve any issues or  contingent  requirements  requested by
the FDA. For instance,  the FDA may require  follow-up  clinical or pre-clinical
studies prior to final approval, which may be costly and may cause a significant
delay in the timing of receiving FDA approval. If the FDA does approve this NDA,
the approved  label claims could be for a limited  market,  resulting in smaller
than  expected  markets  and  revenue.  Additionally,  we  received a fast track
designation  on our  clinical  program in 1998  primarily  due to the lack of an
existing approved treatment for AMD. Subsequently, there has been an approval by
the FDA for the  treatment  of a specific  portion of the AMD disease thus there
can be no guarantee that we will be able to maintain our fast track designation,
and  related  benefits,  from the FDA which may  further  delay the  timing of a
potential FDA approval.  Any delay in receiving FDA approval  further limits our
ability  to begin  market  commercialization  and  harms  our  on-going  funding
requirements and our business.

THE CURRENT TRADING PRICE OF OUR COMMON STOCK, OUR MARKET CAPITALIZATION AND THE
AMOUNT OF OUR STOCKHOLDER'S  EQUITY AND NET TANGIBLE ASSETS, HAS RESULTED IN OUR
SHARES BEING DELISTED FROM TRADING ON NASDAQ. AS A RESULT OF BEING DELISTED FROM
NASDAQ, OUR ABILITY TO RAISE ADDITIONAL CAPITAL MAY BE LIMITED OR IMPAIRED.

     We were  notified by Nasdaq on July 11, 2002 that our Common Stock would be
delisted and begin trading on the OTCBB  effective as of the opening of business
on July 12,  2002.  The OTCBB is a regulated  quotation  service  that  displays
real-time quotes,  last-sale prices and volume  information in  over-the-counter
equity  securities.  OTCBB securities are traded by a community of market makers
that enter  quotes and trade  reports.  Our Common Stock trades under the ticker
symbol MRVT and can be viewed at  www.otcbb.com.  Our  management  continues  to
review our ability to regain our listing status with Nasdaq,  however, there are
no  guarantees  we will be able to raise  the  additional  capital  needed or to
increase the current  trading  price of our Common Stock to allow us to meet the
relisting  requirements  for the Nasdaq  National Market or the Nasdaq Small Cap
Market on a timely basis, if at all, and there is no guarantee that Nasdaq would
approve our relisting request even if we met all the listing requirements.

OUR  FINANCIAL  CONDITION AND COST  REDUCTION  EFFORTS COULD RESULT IN DECREASED
EMPLOYEE MORALE AND LOSS OF EMPLOYEES AND CONSULTANTS CRITICAL TO OUR SUCCESS.

     Our  success in the  future  will  depend in large  part on our  ability to
attract and retain highly qualified  scientific,  management and other personnel
and to develop and maintain relationships with leading research institutions and
consultants.  We are highly dependent upon principal  members of our management,
key employees,  scientific staff and consultants,  which we may retain from time
to time. We currently have limited cash and capital resources and our ability to
raise funds is  questionable  causing our business  outlook to be uncertain.  In
January 2002, we implemented  measures to reduce our expenses to provide us more
flexibility.  These actions included temporarily reducing our employees salaries
by  approximately  20% until  April 5, 2002.  Additionally,  due to our  ongoing
limited cash balances, we try to utilize stock options and stock awards as a key
component of short-term  and  long-term  compensation.  However,  given that our
current stock options outstanding are significantly de-valued, the current value
of our stock is low and the uncertainty of our long-term prospects,  our ability
to use stock  options and stock  awards as  compensation  may be limited.  These
measures, along with our financial condition may cause employees to question our
long-term viability and increase our turnover.  These factors may also result in
reduced  productivity  and a decrease in employee morale causing our business to
suffer. We do not have insurance  providing us with benefits in the event of the
loss of key personnel.  Our  consultants  may be affiliated  with or employed by
others,  and some have  consulting  or other  advisory  arrangements  with other
entities that may conflict or compete with their obligations to us.

IF WE ARE NOT ABLE TO MAINTAIN AND SUCCESSFULLY  ESTABLISH NEW COLLABORATIVE AND
LICENSING ARRANGEMENTS WITH OTHERS, OUR BUSINESS WILL BE HARMED.

     Our business  model is based on  establishing  collaborative  relationships
with  other  parties  both to license  compounds  upon  which our  products  and
technologies  are based and to manufacture,  market and sell our products.  As a
development company we must have access to compounds and technologies to license
for further  development.  For example, we are party to a License Agreement with
the University of Toledo,  the Medical  College of Ohio and St. Vincent  Medical
Center,  of Toledo,  Ohio,  collectively  referred  to as Toledo,  to license or
sublicense certain photoselective compounds, including SnET2. Similarly, we must
also  establish  relationships  with  suppliers and  manufacturers  to build our
medical devices and to manufacture our compounds.  We have partnered with Iridex
for the  manufacture of certain light sources and have entered into an agreement
with  Fresenius for supply of the final dose  formulation  of SnET2.  Due to the
expense of the drug approval process it is critical for us to have relationships
with  established  pharmaceutical  companies  to offset some of our  development
costs in exchange for a combination of manufacturing, marketing and distribution
rights.  We formerly  had a  significant  relationship  with  Pharmacia  for the
development  of SnET2 for the  treatment of AMD,  which was  terminated in March
2002. To further develop SnET2 for AMD or other indications it is essential that
we establish a new collaborative relationship with another party.

     We are currently at various  stages of discussions  with various  companies
regarding the establishment of new  collaborations.  If we are not successful in
establishing new collaborative  partners for the potential  development of SnET2
or our other molecules, we may not be able to pursue further development of such
drugs and/or may have to reduce or cease our current development programs, which
would  materially  harm our business.  Even if we are successful in establishing
new  collaborations,  they are  subject  to  numerous  risks  and  uncertainties
including the following:

     *    Our  ability  to  negotiate  acceptable  collaborative   arrangements,
          including those based upon existing letter agreements;
     *    Future or existing collaborative arrangements may not be successful or
          may not result in products that are marketed or sold;
     *    Collaborative partners are free to pursue alternative  technologies or
          products   either  on  their  own  or  with  others,   including   our
          competitors, for the diseases targeted by our programs and products;
     *    Our  partners may fail to fulfill  their  contractual  obligations  or
          terminate the relationships described above, and we may be required to
          seek other partners,  or expend substantial  resources to pursue these
          activities independently. These efforts may not be successful; and
     *    Our ability to manage,  interact  and  coordinate  our  timelines  and
          objectives with our strategic partners may not be successful.

ALL  OF OUR  PRODUCTS,  EXCEPT  SNET2  AND  MV9411,  ARE IN AN  EARLY  STAGE  OF
DEVELOPMENT AND ALL OF OUR PRODUCTS,  INCLUDING  SNET2 AND MV9411,  MAY NEVER BE
SUCCESSFULLY COMMERCIALIZED.

     Our products, except SnET2 and MV9411, are at an early stage of development
and our ability to successfully  commercialize  these products,  including SnET2
and MV9411, is dependent upon:

     *    Successfully completing our research or product development efforts or
          those of our collaborative partners;
     *    Successfully   transforming  our  drugs  or  devices  currently  under
          development into marketable products;
     *    Obtaining the required regulatory approvals;
     *    Manufacturing  our products at an acceptable cost and with appropriate
          quality;
     *    Favorable acceptance of any products marketed; and
     *    Successful marketing and sales efforts of our corporate partner(s).

     We may not be successful  in achieving any of the above,  and if we are not
successful,  our business,  financial  condition and operating  results would be
adversely  affected.  The time frame  necessary  to achieve  these goals for any
individual  product is long and uncertain.  Most of our products currently under
development  will require  significant  additional  research and development and
preclinical  studies  and  clinical  trials,  and all  will  require  regulatory
approval  prior to  commercialization.  The  likelihood  of our success  must be
considered  in  light of  these  and  other  problems,  expenses,  difficulties,
complications and delays.

OUR PRODUCTS,  INCLUDING  SNET2 AND MV9411,  MAY NOT  SUCCESSFULLY  COMPLETE THE
CLINICAL  TRIAL PROCESS AND WE MAY BE UNABLE TO PROVE THAT OUR PRODUCTS ARE SAFE
AND EFFICACIOUS.

     All of our  drug and  device  products  currently  under  development  will
require extensive preclinical studies and/or clinical trials prior to regulatory
approval for commercial use, which is a lengthy and expensive  process.  None of
our products,  except SnET2,  have  completed  testing for efficacy or safety in
humans.  Some of the risks and  uncertainties  related  to safety  and  efficacy
testing and the completion of preclinical studies and clinical trials include:

     *    Our ability to  demonstrate  to the FDA that our products are safe and
          efficacious;
     *    Our products may not be as efficacious as our competitors products;
     *    Our  ability  to  successfully  complete  the  testing  for any of our
          compounds within any specified time period, if at all;
     *    Clinical  outcomes  reported may change as a result of the  continuing
          evaluation of patients;
     *    Data obtained from preclinical studies and clinical trials are subject
          to varying  interpretations which can delay, limit or prevent approval
          by the FDA or other regulatory authorities;
     *    Problems in research and development,  preclinical studies or clinical
          trials that will cause us to delay, suspend or cancel clinical trials;
          and
     *    As a result of changing  economic  considerations,  competitive or new
          technological  developments,  market approvals or changes, clinical or
          regulatory conditions,  or clinical trial results, our focus may shift
          to other indications, or we may determine not to further pursue one or
          more of the indications currently being pursued.

     Data already obtained from  preclinical  studies and clinical trials of our
products under  development do not necessarily  predict the results that will be
obtained  from future  preclinical  studies  and  clinical  trials.  A number of
companies in the pharmaceutical industry, including biotechnology companies like
us, have suffered  significant  setbacks in advanced clinical trials, even after
promising results in earlier trials.

     In collaboration  with Pharmacia,  in December 2001, we completed two Phase
III  ophthalmology  clinical  trials for the treatment of AMD with our lead drug
candidate, SnET2. In January 2002, Pharmacia, after an analysis of the Phase III
AMD clinical  data,  determined  that the clinical data results  indicated  that
SnET2 did not meet the primary  efficacy  endpoint in the study  population,  as
defined by the clinical trial protocol, and that they would not be filing an NDA
with the FDA. In March 2002, we regained the license  rights to SnET2 as well as
the  related  data and  assets  from the  Phase  III AMD  clinical  trials  from
Pharmacia.  We completed  our own detailed  analysis of the clinical data during
2002,  including an analysis of the subset groups. In January 2003, based on the
results of our analysis and discussions with regulatory and FDA consultants,  we
announced  our  plans to move  forward  with an NDA  filing  for  SnET2  for the
treatment of AMD. In addition, we have terminated our license collaboration with
Pharmacia,  and are currently seeking a new collaborative partner for PhotoPoint
PDT in  ophthalmology.  If we are unable to file an NDA for SnET2 as a result of
funding or other  constraints  or if our filing is not accepted by the FDA, this
could  adversely  affect  our  funding  and  development  efforts  for our other
programs and severely harm our business.

     Our clinical trials may not demonstrate the sufficient levels of safety and
efficacy necessary to obtain the requisite regulatory approval or may not result
in marketable  products.  The failure to adequately  demonstrate  the safety and
effectiveness of a product under development  could delay or prevent  regulatory
approval of the potential product and would materially harm our business.

WE HAVE A HISTORY OF SIGNIFICANT OPERATING LOSSES AND EXPECT TO CONTINUE TO HAVE
LOSSES IN THE FUTURE,  WHICH MAY FLUCTUATE  SIGNIFICANTLY.  WE MAY NEVER ACHIEVE
PROFITABILITY OR BE ABLE TO MAINTAIN PROFITABILITY.

     We have incurred  significant losses since our inception in 1989 and, as of
December 31, 2002, had an accumulated  deficit of approximately  $189.5 million.
We expect to continue to incur significant,  and possibly increasing,  operating
losses over the next few years. Although we continue to incur costs for research
and  development,  preclinical  studies,  clinical trials and general  corporate
activities,  we have currently implemented a cost restructuring program which we
expect will help to reduce our overall costs.  Our ability to achieve  sustained
profitability  depends  upon our  ability,  alone  or with  others,  to  receive
regulatory approval on our NDA filing for SnET2 in AMD, to successfully complete
the  development  of our  proposed  products,  obtain  the  required  regulatory
clearances and  manufacture and market our proposed  products.  No revenues have
been generated  from  commercial  sales of SnET2 and only limited  revenues have
been  generated  from sales of our devices.  Our ability to achieve  significant
levels of  revenues  within the next few years is  dependent  on our  ability to
establish a corporate partner  collaboration and/or license SnET2 and the timing
of receiving regulatory  approval,  if at all, for SnET2 in AMD. Our revenues to
date have consisted of license reimbursements,  grants awarded, royalties on our
devices,  SnET2  bulk  active  pharmaceutical  ingredient,  or bulk  API  sales,
milestone  payments,  payments for our devices,  and interest income.  We do not
expect any significant revenues for the foreseeable future.

THE PRICE OF OUR COMMON STOCK HAS BEEN AND MAY CONTINUE TO BE VOLATILE.

     From time to time and in  particular  during  the year ended  December  31,
2002, the price of our Common Stock has been highly volatile. These fluctuations
create a greater risk of capital losses for our stockholders as compared to less
volatile stocks. From January 1, 2002 to March 14, 2003, our Common Stock price,
per Nasdaq and OTCBB closing prices, has ranged from a high of $9.90 to a low of
$0.25.

     The market  prices for our Common  Stock,  and the  securities  of emerging
pharmaceutical  and medical  device  companies,  have  historically  been highly
volatile and subject to extreme price fluctuations,  which may reduce the market
price of the Common Stock. Extreme price fluctuations could be the result of the
following:

     *    Our ability to successfully file an NDA for SnET2;
     *    Our  ability to continue to borrow  monthly  under the Debt  Agreement
          through November 2003;
     *    Our ability to make the $5.0 million,  plus interest,  payments on the
          debt due to  Pharmacia on the related  payment  dates of June 30, 2003
          and June 4, 2004;
     *    Our ability to successfully  negotiate new debt repayment terms on our
          $10.0  million  debt plus  interest due to Pharmacia if we cannot make
          the scheduled payments;
     *    Announcements concerning Miravant or our collaborators, competitors or
          industry;
     *    Our  ability  to  successfully  establish  new  collaborations  and/or
          license SnET2;
     *    The results of the FDA review of our intended NDA filing,  when and if
          it is filed;
     *    The  results  of  our  testing,   technological   innovations  or  new
          commercial products;
     *    The results of  preclinical  studies and clinical  trials by us or our
          competitors;
     *    Technological innovations or new therapeutic products;
     *    Our ability to regain our listing status on Nasdaq;
     *    Public concern as to the safety, efficacy or marketability of products
          developed by us or others;
     *    Comments by securities analysts;
     *    The achievement of or failure to achieve certain milestones; and
     *    Litigation, such as from stockholder lawsuits or patent infringement;
     *    Governmental regulations, rules and orders, or developments concerning
          safety of our products.

     In addition,  the stock  market has  experienced  extreme  price and volume
fluctuations.  This volatility has  significantly  affected the market prices of
securities  of many emerging  pharmaceutical  and medical  device  companies for
reasons  frequently  unrelated or  disproportionate  to the  performance  of the
specific  companies.  If these broad market fluctuations cause the trading price
of our Common Stock to decline  further,  we may be unable to obtain  additional
capital that we may need through public or private financing  activities and our
stock may not be relisted on Nasdaq  further  exacerbating  our ability to raise
funds and limiting your ability to sell your shares.  Because outside  financing
is critical to our future  success,  large  fluctuations in our share price that
harm our financing activities could cause us to significantly alter our business
plans or cease operations altogether.

WE RELY ON THIRD  PARTIES TO CONDUCT  CLINICAL  TRIALS ON OUR  PRODUCTS,  AND IF
THESE RESOURCES FAIL, OUR ABILITY TO SUCCESSFULLY  COMPLETE CLINICAL TRIALS WILL
BE ADVERSELY AFFECTED AND OUR BUSINESS WILL SUFFER.

     To date, we have limited  experience in conducting  clinical trials. We had
relied on Pharmacia,  our former corporate partner, and Inveresk, Inc., formerly
ClinTrials  Research,  Inc., a CRO, for our Phase III AMD clinical trials and we
rely on a contract research  organization for our Phase II dermatology  clinical
trials.   We  will  either  need  to  rely  on  third  parties,   including  our
collaborative  partners,  to design and conduct any required  clinical trials or
expend resources to hire additional  personnel or engage outside  consultants or
contract  research  organizations  to  administer  current  and future  clinical
trials.  We may not be able to find  appropriate  third  parties  to design  and
conduct clinical trials or we may not have the resources to administer  clinical
trials  in-house.  The failure to have  adequate  resources for  conducting  and
managing  clinical  trials will have a negative impact on our ability to develop
marketable products and would harm our business.  Other CROs may be available in
the event that our current  CROs fail;  however  there is no  guarantee  that we
would be able to engage another organization in a timely manner, if at all. This
could cause delays in our clinical  trials and our development  programs,  which
could materially harm our business.

WE RELY ON PATIENT  ENROLLMENT TO CONDUCT CLINICAL TRIALS,  AND OUR INABILITY TO
CONTINUE TO ATTRACT  PATIENTS TO PARTICIPATE  WILL HAVE A NEGATIVE IMPACT ON OUR
CLINICAL TRIAL RESULTS.

     Our  ability to  complete  clinical  trials is  dependent  upon the rate of
patient enrollment. Patient enrollment is a function of many factors including:

     *    The nature of our clinical trial protocols;
     *    Existence of competing protocols or treatments;
     *    Size and longevity of the target patient population;
     *    Proximity of patients to clinical sites; and
     *    Eligibility criteria for the clinical trials.

     A specific  concern for potential  future AMD clinical  trials,  if any, is
that there currently is an approved  treatment for AMD and patients  enrolled in
future  AMD  clinical  trials,  if any,  may  choose to drop out of the trial or
pursue  alternative  treatments.  This  could  result in  delays  or  incomplete
clinical trial data.

     We cannot assure that we will obtain or maintain adequate levels of patient
enrollment  in  current or future  clinical  trials.  Delays in planned  patient
enrollment  may result in increased  costs,  delays or  termination  of clinical
trials,  which could result in slower introduction of our potential products,  a
reduction  in our  revenues  and may  prevent us from  becoming  profitable.  In
addition,  the FDA may  suspend  clinical  trials  at any time if,  among  other
reasons,  it  concludes  that  patients  participating  in such trials are being
exposed to unacceptable health risks. Failure to obtain and keep patients in our
clinical  trials  will  delay or  completely  impede  test  results  which  will
negatively  impact the  development of our products and prevent us from becoming
profitable.

WE MAY FAIL TO ADEQUATELY  PROTECT OR ENFORCE OUR INTELLECTUAL  PROPERTY RIGHTS,
OUR PATENTS AND OUR PROPRIETARY TECHNOLOGY, WHICH WILL MAKE IT EASIER FOR OTHERS
TO MISAPPROPRIATE OUR TECHNOLOGY AND INHIBIT OUR ABILITY TO BE COMPETITIVE.

     Our success  will depend,  in part,  on our and our  licensors'  ability to
obtain, assert and defend our patents, protect trade secrets and operate without
infringing the proprietary  rights of others.  The exclusive license relating to
various drug compounds,  including our leading drug candidate  SnET2, may become
non-exclusive  if we fail to satisfy certain  development and  commercialization
objectives.  The  termination  or  restriction of our rights under this or other
licenses  for any reason  would likely  reduce our future  income,  increase our
costs and limit our ability to develop additional products.  Although we believe
we should be able to achieve such objectives, we may not be successful.

     The patent position of pharmaceutical and medical device firms generally is
highly uncertain. Some of the risks and uncertainties include:

     *    The patent  applications  owned by or licensed to us may not result in
          issued patents;
     *    Our issued patents may not provide us with  proprietary  protection or
          competitive advantages;
     *    Our issued patents may be infringed upon or designed around by others;
     *    Our issued  patents may be challenged by others and held to be invalid
          or unenforceable;
     *    The patents of others may prohibit us from  developing our products as
          planned; and
     *    Significant time and funds may be necessary to defend our patents.

     We are aware that our  competitors  and  others  have been  issued  patents
relating to photodynamic  therapy.  In addition,  our competitors and others may
have  been  issued  patents  or  filed  patent  applications  relating  to other
potentially  competitive  products  of  which  we are not  aware.  Further,  our
competitors  and others may in the future file  applications  for, or  otherwise
obtain proprietary  rights to, such products.  These existing or future patents,
applications  or rights  may  conflict  with our or our  licensors'  patents  or
applications.  Such  conflicts  could  result  in a  rejection  of  our  or  our
licensors' applications or the invalidation of the patents.

     Further exposure could arise from the following risks and uncertainties:

     *    We  do  not  have  contractual   indemnification  rights  against  the
          licensors of the various drug patents;
     *    We may be required to obtain licenses under  dominating or conflicting
          patents or other proprietary rights of others;
     *    Such licenses may not be made available on terms  acceptable to us, if
          at all; and
     *    If we do not obtain such licenses,  we could encounter delays or could
          find that the development,  manufacture or sale of products  requiring
          such licenses is foreclosed.

     We also seek to protect our proprietary technology and processes in part by
confidentiality  agreements  with  our  collaborative  partners,  employees  and
consultants.  These  agreements  could be breached and we may not have  adequate
remedies for any breach.

     The  occurrence  of any of these  events  described  above  could  harm our
competitive  position.  If such  conflicts  occur,  or if we  believe  that such
products may infringe on our  proprietary  rights,  we may pursue  litigation or
other proceedings,  or may be required to defend against such litigation. We may
not be successful in any such proceeding.  Litigation and other  proceedings are
expensive and time consuming,  regardless of whether we prevail. This can result
in the diversion of substantial  financial,  managerial and other resources from
other activities. An adverse outcome could subject us to significant liabilities
to third  parties or require us to cease any related  research  and  development
activities or product sales.

WE HAVE LIMITED  MANUFACTURING AND MARKETING  CAPABILITY AND EXPERIENCE AND THUS
RELY  HEAVILY UPON THIRD  PARTIES.  IF WE ARE UNABLE TO MAINTAIN AND DEVELOP OUR
PAST MANUFACTURING  CAPABILITY, OR IF WE ARE UNABLE TO FIND SUITABLE THIRD PARTY
MANUFACTURERS, OUR OPERATING RESULTS COULD SUFFER AND WE MAY ENCOUNTER DELAYS IN
CONNECTION WITH OUR PLANNED NDA FILING AND APPROVAL.

     Prior  to  our  being  able  to  supply  drugs  for  commercial   use,  our
manufacturing facilities must comply with Good Manufacturing Practices, or GMPs.
In  addition,   if  we  elect  to   outsource   manufacturing   to   third-party
manufacturers,  these facilities also have to satisfy GMP and FDA  manufacturing
requirements.  To be successful, our products must be manufactured in commercial
quantities  under  current  GMPs and must be at  acceptable  costs.  Although we
intend to manufacture  drugs and devices at clinical  manufacturing  levels,  we
have not yet  manufactured  any  products  under GMPs which can be released  for
commercial use, and we have limited  experience in  manufacturing  in commercial
quantities.  We were licensed by the State of California to manufacture bulk API
at one of our Santa Barbara,  California facilities for clinical trial and other
use.  This  particular  manufacturing  facility  was  shut  down in 2002  and is
currently being reconstructed in our existing operating  facility.  We expect to
have the manufacturing facility at the new location operational in 2003, pending
any  required  regulatory  approvals  by the  State of  California  and  federal
regulatory agencies.

     In the original manufacturing  facility, we have manufactured bulk API, the
process up to the final formulation and packaging step for SnET2. We believe the
quantities we have  manufactured  and have in inventory are enough to support an
initial commercial launch of SnET2,  though there can be no assurance that SnET2
and our new  manufacturing  facility will be approved by the FDA or that if such
approval  is  received,  the  existing  commercial  bulk API  inventory  will be
approved  for  commercial  use.  We also have the ability to  manufacture  light
producing devices and light delivery  devices,  and conduct other production and
testing  activities to support  current  clinical  programs,  at this  location.
However,  we  have  limited  capabilities,   personnel  and  experience  in  the
manufacture of finished drug product,  and at commercial  levels light producing
and  light  delivery  devices  and  utilize  outside  suppliers,  contracted  or
otherwise,  for certain  materials  and  services  related to our  manufacturing
activities.

     We currently  have the  capacity,  in  conjunction  with our  manufacturing
suppliers  Fresenius and Iridex, to manufacture  products at certain  commercial
levels and we believe  we will be able to do so under GMPs with  subsequent  FDA
approval.  If we receive  an FDA or other  regulatory  approval,  we may need to
expand  our  manufacturing  capabilities  and/or  depend  on our  collaborators,
licensees or contract  manufacturers for the expanded commercial  manufacture of
our  products.  If we expand  our  manufacturing  capabilities,  we will need to
expend substantial funds, hire and retain significant  additional  personnel and
comply with extensive regulations.  We may not be able to expand successfully or
we may be unable to manufacture products in increased commercial  quantities for
sale at  competitive  prices.  Further,  we may not be able to enter into future
manufacturing   arrangements   with   collaborators,   licensees,   or  contract
manufacturers  on  acceptable  terms or at all. If we are not able to expand our
manufacturing  capabilities  or enter into additional  commercial  manufacturing
agreements, our commercial product sales, as well as our overall business growth
could be limited,  which in turn could  prevent us from  becoming  profitable or
viable as a business.  We are  currently the sole  manufacturer  of bulk API for
SnET2, Fresenius is the sole manufacturer of the final dose formulation of SnET2
and Iridex is currently the sole supplier of the light producing devices used in
our AMD clinical trials. All currently have commercial quantity capabilities. At
this time, we have no readily  available  back-up  manufacturers  to produce the
bulk API for SnET2,  or the final  formulation of SnET2 at commercial  levels or
back-up suppliers of the light producing  devices.  If Fresenius could no longer
manufacture  for us or Iridex  was  unable to supply us with  devices,  we could
experience  significant delays in production or may be unable to find a suitable
replacement,   which  would   reduce  our  revenues  and  harm  our  ability  to
commercialize our products and become profitable.

WE HAVE LIMITED  MARKETING  CAPABILITY AND EXPERIENCE AND THUS RELY HEAVILY UPON
THIRD PARTIES IN THIS REGARD.

     We have no direct  experience  in marketing,  distributing  and selling our
pharmaceutical or medical device products. We will need to develop a sales force
or rely on our  collaborators or licensees or make  arrangements  with others to
provide for the marketing,  distribution and sale of our products.  We currently
intend to rely on Iridex for any medical  device needs for the AMD program.  Our
marketing, distribution and sales capabilities or current or future arrangements
with third parties for such  activities  may not be adequate for the  successful
commercialization of our products.

OUR PRODUCTS MAY EXHIBIT  ADVERSE  SIDE  EFFECTS THAT PREVENT  THEIR  WIDESPREAD
ADOPTION OR THAT NECESSITATE WITHDRAWAL FROM THE MARKET.

     Our PhotoPoint  PDT drug and device  products may exhibit  undesirable  and
unintended side effects that may prevent or limit their commercial  adoption and
use.  One such side effect  upon the  adoption  of our  PhotoPoint  PDT drug and
device   products  as   potential   therapeutic   agents  may  be  a  period  of
photosensitivity  for a certain period of time after  receiving  PhotoPoint PDT.
This period of  photosensitivity  is  generally  dose  dependent  and  typically
declines over time. Even upon receiving approval by the FDA and other regulatory
authorities,  our products may later  exhibit  adverse side effects that prevent
widespread use or necessitate  withdrawal from the market.  The manifestation of
such side effects could cause our business to suffer.

ACCEPTANCE  OF OUR  PRODUCTS IN THE  MARKETPLACE  IS  UNCERTAIN,  AND FAILURE TO
ACHIEVE MARKET ACCEPTANCE WILL HARM OUR BUSINESS.

     Even if  approved  for  marketing,  our  products  may not  achieve  market
acceptance.  The  degree  of  market  acceptance  will  depend  upon a number of
factors, including:

     *    The  establishment  and  demonstration in the medical community of the
          safety and  clinical  efficacy  of our  products  and their  potential
          advantages over existing  therapeutic  products and diagnostic  and/or
          imaging  techniques.  For example, if we are able to eventually obtain
          approval of our drugs and devices to treat cardiac  restenosis we will
          have to demonstrate and gain market  acceptance of this as a method of
          treatment  over  use  of  drug  coated  stents  and  other  restenosis
          treatment options;
     *    Pricing and  reimbursement  policies  of  government  and  third-party
          payors such as insurance companies,  health maintenance  organizations
          and other plan administrators; and
     *    The  possibility  that  physicians,  patients,  payors or the  medical
          community in general may be unwilling to accept,  utilize or recommend
          any of our products.

     If our products are not accepted due to these or other factors our business
will not develop as planned and may be harmed.

OUR ABILITY TO ESTABLISH AND MAINTAIN  AGREEMENTS WITH OUTSIDE SUPPLIERS MAY NOT
BE SUCCESSFUL AND OUR FAILURE TO DO SO COULD ADVERSELY AFFECT OUR BUSINESS.

     We depend on outside suppliers for certain raw materials and components for
our products.  Although most of our raw materials and  components  are available
from various  sources,  such raw materials or components  may not continue to be
available to our standards or on acceptable  terms,  if at all, and  alternative
suppliers may not be available to us on acceptable terms, if at all. Further, we
may not be able to adequately  produce needed materials or components  in-house.
We are  currently  dependent  on single,  contracted  sources  for  certain  key
materials or services used by us in our drug  development,  light  producing and
light delivery device development and production  operations.  We are seeking to
establish  relationships  with  additional  suppliers,  however,  we may  not be
successful in doing so and may  encounter  delays or other  problems.  If we are
unable to produce our  potential  products in a timely  manner,  or at all,  our
sales would decline, our development activities could be delayed or cease and as
a result we may never achieve profitability.

WE MAY NOT HAVE ADEQUATE  PROTECTION AGAINST PRODUCT LIABILITY OR RECALL,  WHICH
COULD SUBJECT US TO LIABILITY CLAIMS THAT COULD MATERIALLY HARM OUR BUSINESS.

     The  testing,  manufacture,  marketing  and  sale of  human  pharmaceutical
products and medical devices entails significant  inherent,  industry-wide risks
of allegations of product liability.  The use of our products in clinical trials
and the sale of our  products may expose us to  liability  claims.  These claims
could be made directly by patients or consumers,  or by companies,  institutions
or others using or selling our  products.  The  following  are some of the risks
related to liability and recall:

     *    We are subject to the inherent risk that a  governmental  authority or
          third party may require the recall of one or more of our products;
     *    We have not obtained  product  liability  insurance that would cover a
          claim  relating  to the  clinical or  commercial  use or recall of our
          products;
     *    In the absence of product liability insurance,  claims made against us
          or a product recall could result in our being exposed to large damages
          and expenses;
     *    If we obtain product liability  insurance coverage in the future, this
          coverage  may not be  available  at a  reasonable  cost and in amounts
          sufficient  to protect us against  claims  that could  cause us to pay
          large amounts in damages; and
     *    Liability  claims  relating to our products or a product  recall could
          negatively  affect  our  ability  to  obtain  or  maintain  regulatory
          approval for our products.

     We currently do not expect to obtain product  liability  insurance until we
have an approved product and begin  distributing the product for commercial use.
We plan to obtain  product  liability  insurance  to cover  our  indemnification
obligations  to Iridex for third party claims  relating to any of our  potential
negligent  acts or omissions  involving our SnET2 drug  technology or PhotoPoint
PDT light device  technology.  A successful product liability claim could result
in monetary or other damages that could harm our business,  financial  condition
and additionally cause us to cease operations.

OUR  BUSINESS  COULD  SUFFER  IF WE ARE  UNSUCCESSFUL  IN  INTEGRATING  BUSINESS
COMBINATIONS AND STRATEGIC ALLIANCES.

     We may expand our operations and market  presence by entering into business
combinations,  joint ventures or other strategic alliances with other companies.
These  transactions  create  risks,  such  as the  difficulty  assimilating  the
operations,  technology and personnel of the combined companies;  the disruption
of our  ongoing  business,  including  loss  of  management  focus  on  existing
businesses and other market  developments;  problems retaining key technical and
managerial personnel;  expenses associated with the amortization of goodwill and
other purchased  intangible assets;  additional operating losses and expenses of
acquired  businesses;  the impairment of relationships with existing  employees,
customers  and  business  partners;  and,  additional  losses  from  any  equity
investments we might make.

     We may not succeed in  addressing  these  risks,  and we may not be able to
make  business   combinations  and  strategic  investments  on  terms  that  are
acceptable to us. In addition, any businesses we may acquire may incur operating
losses.

WE RELY ON THE AVAILABILITY OF CERTAIN UNPROTECTED INTELLECTUAL PROPERTY RIGHTS,
AND IF ACCESS TO SUCH RIGHTS BECOMES UNAVAILABLE, OUR BUSINESS COULD SUFFER.

     Our trade  secrets  may  become  known or be  independently  discovered  by
competitors.  Furthermore,  inventions or processes  discovered by our employees
will not  necessarily  become our  property  and may remain the property of such
persons or others.

     In addition,  certain  research  activities  relating to the development of
certain patents owned by or licensed to us were funded,  in part, by agencies of
the United States Government.  When the United States Government participates in
research activities, it retains certain rights that include the right to use the
resulting patents for government purposes under a royalty-free license.

         We also rely upon unpatented trade secrets, and no assurance can be
given that others will not independently develop substantially equivalent
proprietary information and techniques, or otherwise gain access to our trade
secrets or disclose such technology, or that we can meaningfully protect our
rights to our unpatented trade secrets and know-how.

     In the event that the  intellectual  property we do or will rely on becomes
unavailable, our ability to be competitive will be impeded and our business will
suffer.

EFFECTING  A CHANGE  OF  CONTROL  OF  MIRAVANT  WOULD BE  DIFFICULT,  WHICH  MAY
DISCOURAGE OFFERS FOR SHARES OF OUR COMMON STOCK.

     Our Board of Directors has adopted a Preferred  Stockholder Rights Plan, or
Rights  Plan.  The Rights Plan may have the effect of  delaying,  deterring,  or
preventing  changes  in  our  management  or  control  of  Miravant,  which  may
discourage  potential  acquirers who otherwise  might wish to acquire us without
the consent of the Board of  Directors.  Under the Rights  Plan,  if a person or
group  acquires 20% or more of our Common  Stock,  all holders of rights  (other
than the acquiring  stockholder) may, upon payment of the purchase price then in
effect,  purchase  Common Stock having a value of twice the purchase  price.  In
April 2001, the Rights Plan was amended to increase the trigger  percentage from
20% to 25% as it applies to Pharmacia and excluded  shares acquired by Pharmacia
in  connection  with our 2001  Credit  Agreement  with  Pharmacia,  and from the
exercise of warrants held by  Pharmacia.  In the event that we are involved in a
merger  or  other  similar  transaction  where  Miravant  is not  the  surviving
corporation,  all holders of rights (other than the acquiring stockholder) shall
be entitled,  upon  payment of the then in effect  purchase  price,  to purchase
Common Stock of the surviving  corporation  having a value of twice the purchase
price. The rights will expire on July 31, 2010, unless previously redeemed.

OUR CHARTER AND BYLAWS CONTAIN  PROVISIONS  THAT MAY PREVENT  TRANSACTIONS  THAT
COULD BE BENEFICIAL TO STOCKHOLDERS.

     Our charter and bylaws restrict  certain actions by our  stockholders.  For
example:

     *    Our  stockholders  can act at a duly called annual or special  meeting
          but they may not act by written consent;
     *    Special  meetings can only be called by our chief  executive  officer,
          president,  or secretary  at the written  request of a majority of our
          Board of Directors; and
     *    Stockholders  also must give  advance  notice to the  secretary of any
          nominations   for  director  or  other   business  to  be  brought  by
          stockholders at any stockholders' meeting.

     Some of these restrictions can only be amended by a super-majority  vote of
members of the Board and/or the stockholders.  These and other provisions of our
charter and bylaws, as well as certain provisions of Delaware law, could prevent
changes in our  management  and  discourage,  delay or prevent a merger,  tender
offer  or  proxy  contest,  even  if  the  events  could  be  beneficial  to our
stockholders.  These  provisions could also limit the price that investors might
be willing to pay for our Common Stock.

     In addition,  our charter authorizes our Board of Directors to issue shares
of undesignated  preferred stock without stockholder  approval on terms that the
Board may determine.  The issuance of preferred  stock could decrease the amount
of earnings and assets available for  distribution to our other  stockholders or
otherwise  adversely  affect their rights and powers,  including  voting rights.
Moreover,  the  issuance of  preferred  stock may make it more  difficult or may
discourage another party from acquiring voting control of us.

BUSINESS INTERRUPTIONS COULD ADVERSELY AFFECT OUR BUSINESS.

     Our  operations  are  vulnerable  to  interruption  in the  event  of  war,
terrorism, fire, earthquake, power loss, floods,  telecommunications failure and
other events  beyond our control.  We do not have a detailed  disaster  recovery
plan. Our facilities are all located in the state of California and were subject
to electricity  blackouts as a consequence of a shortage of available electrical
power. There is no guarantee that this electricity shortage has been permanently
resolved,  as such, we may again in the future experience  unexpected blackouts.
Though we do have back-up  electrical  generation systems in place, they are for
use for a limited time and in the event these blackouts  continue or increase in
severity,  they could  disrupt the  operations  of our affected  facilities.  In
addition,  we  may  not  carry  adequate  business  interruption   insurance  to
compensate us for losses that may occur and any losses or damages incurred by us
could be substantial.


<PAGE>



                          RISKS RELATED TO OUR INDUSTRY

WE ARE SUBJECT TO UNCERTAINTIES REGARDING HEALTH CARE REIMBURSEMENT AND REFORM.

     Our products may not be covered by the various  health care  providers  and
third party payors.  If they are not covered,  our products may not be purchased
or sold as expected. Our ability to commercialize our products successfully will
depend,  in part, on the extent to which  reimbursement  for these  products and
related  treatment  will be  available  from  government  health  administration
authorities,   private  health   insurers,   managed  care  entities  and  other
organizations.  These payers are  increasingly  challenging the price of medical
products  and  services  and  establishing  protocols  and  formularies,   which
effectively  limit  physicians'  ability  to  select  products  and  procedures.
Uncertainty  exists as to the  reimbursement  status of  health  care  products,
especially innovative  technologies.  Additionally,  reimbursement  coverage, if
available,  may not be adequate to enable us to achieve market acceptance of our
products  or  to  maintain  price  levels   sufficient  for  realization  of  an
appropriate return on our products.

     The efforts of governments and third-party  payors to contain or reduce the
cost of healthcare will continue to affect our business and financial  condition
as a biotechnology  company.  In foreign  markets,  pricing or  profitability of
medical  products  and  services may be subject to  government  control.  In the
United  States,  we expect  that there  will  continue  to be federal  and state
proposals  for  government  control of pricing and  profitability.  In addition,
increasing  emphasis on managed  healthcare has increased pressure on pricing of
medical  products and will continue to do so. These cost controls may prevent us
from selling our potential products  profitability,  may reduce our revenues and
may affect our ability to raise additional capital.

     In addition,  cost control  initiatives could adversely affect our business
in a number of ways, including:

     *    Decreasing the price we, or any of our partners or licensees,  receive
          for any of our products;
     *    Preventing  the  recovery  of  development   costs,   which  could  be
          substantial; and
     *    Minimizing profit margins.

     Further, our commercialization strategy depends on our collaborators.  As a
result,  our ability to commercialize  our products and realize royalties may be
hindered if cost control initiatives adversely affect our collaborators.

FAILURE  TO  OBTAIN  PRODUCT  APPROVALS  OR  COMPLY  WITH  ONGOING  GOVERNMENTAL
REGULATIONS COULD ADVERSELY AFFECT OUR BUSINESS.

     The production  and marketing of our products and our ongoing  research and
development,  preclinical  studies and clinical trial  activities are subject to
extensive  regulation  and review by numerous  governmental  authorities  in the
United  States,  including the FDA, and in other  countries.  All drugs and most
medical  devices  we develop  must  undergo  rigorous  preclinical  studies  and
clinical trials and an extensive regulatory approval process administered by the
FDA under the Food,  Drug and Cosmetic Act, or FDC Act, and  comparable  foreign
authorities,  before they can be marketed.  These processes involve  substantial
cost and can often take many years.  We have limited  experience in, and limited
resources  available for regulatory  activities and we rely on our collaborators
and  outside  consultants.  Failure  to comply  with the  applicable  regulatory
requirements  can, among other things,  result in  non-approval,  suspensions of
regulatory   approvals,   fines,   product   seizures  and  recalls,   operating
restrictions, injunctions and criminal prosecution. To date, none of our product
candidates  being  developed  have  been  submitted  for  approval  or have been
approved by the FDA or any other regulatory authority for marketing.

     Some of the risks and  uncertainties  relating to United States  Government
regulation include:

     *    Delays in obtaining approval or rejections due to regulatory review of
          each submitted new drug, device or combination drug/device application
          or product  license  application,  as well as  changes  in  regulatory
          policy during the period of product development;
     *    If  regulatory  approval of a product is granted,  such  approval  may
          entail limitations on the uses for which the product may be marketed;
     *    If regulatory approval is obtained,  the product, our manufacturer and
          the  manufacturing  facilities  are  subject to  continual  review and
          periodic inspections;
     *    If regulatory  approval is obtained,  such approval may be conditional
          on the  satisfaction  of the completion of clinical  trials or require
          additional clinical trials;
     *    Later  discovery  of  previously  unknown  problems  with  a  product,
          manufacturer or facility may result in restrictions on such product or
          manufacturer,  including withdrawal of the product from the market and
          litigation; and
     *    Photodynamic  therapy  products  have been  categorized  by the FDA as
          combination  drug-device  products.  If current or future photodynamic
          therapy  products do not  continue to be  categorized  for  regulatory
          purposes as combination products, then:
          *    The FDA may require separate drug and device  submissions;  and
          *    The FDA may require separate approval by regulatory authorities.

     Some  of  the  risks  and   uncertainties  of  international   governmental
regulation include:

     *    Foreign  regulatory   requirements  governing  testing,   development,
          marketing, licensing, pricing and/or distribution of drugs and devices
          in other countries;
     *    Our drug products may not qualify for the centralized review procedure
          or we may not be able to obtain a  national  market  application  that
          will be accepted by other European Union, or EU, member states;
     *    Our devices must also meet the new Medical Device Directive  effective
          in Europe  in 1998.  The  Directive  requires  that our  manufacturing
          quality  assurance  systems and compliance  with  technical  essential
          requirements  be certified  with a CE Mark  authorized by a registered
          notified body of an EU member state prior to free sale in the EU; and
     *    Registration  and approval of a photodynamic  therapy product in other
          countries,  such as  Japan,  may  include  additional  procedures  and
          requirements,  preclinical and clinical  studies,  and may require the
          assistance of native corporate partners.

WE MAY  NOT BE ABLE TO KEEP UP  WITH  RAPID  CHANGES  IN THE  BIOTECHNOLOGY  AND
PHARMACEUTICAL   INDUSTRIES  THAT  COULD  MAKE  SOME  OR  ALL  OF  OUR  PRODUCTS
NON-COMPETITIVE  OR OBSOLETE.  COMPETING PRODUCTS AND TECHNOLOGIES MAY MAKE SOME
OR ALL OF OUR PROGRAMS OR POTENTIAL PRODUCTS NONCOMPETITIVE OR OBSOLETE.

     Our   industry  is  subject  to  rapid,   unpredictable   and   significant
technological  change.   Competition  is  intense.   Well-known  pharmaceutical,
biotechnology,  device and chemical  companies  are  marketing  well-established
therapies for the  treatment of AMD.  Doctors may prefer  familiar  methods that
they are comfortable using rather than try our products. Many companies are also
seeking to develop new  products and  technologies  for medical  conditions  for
which we are developing  treatments.  Our  competitors may succeed in developing
products that are safer or more effective than ours and in obtaining  regulatory
marketing  approval of future  products before we do. We anticipate that we will
face  increased  competition  as new  companies  enter  our  markets  and as the
scientific development of PhotoPoint PDT evolves.

     We expect that our principal methods of competition with other photodynamic
therapy companies will be based upon such factors as:

     *    The ease of administration of our photodynamic therapy;
     *    The degree of generalized skin sensitivity to light;
     *    The number of required doses;
     *    The safety and efficacy profile;
     *    The  selectivity  of our drug  for the  target  lesion  or  tissue  of
          interest;
     *    The type, cost and price of our light systems;
     *    The cost and price of our drug; and
     *    The amount reimbursed for the drug and device treatment by third-party
          payors.

     We cannot  give any  assurance  that new drugs or  future  developments  in
photodynamic  therapy or in other drug  technologies will not harm our business.
Increased competition could result in:

     *    Price reductions;
     *    Lower levels of third-party reimbursements;
     *    Failure to achieve market acceptance; and
     *    Loss of market share.

     Any of the above could have an adverse effect on our business.  Further, we
cannot  give any  assurance  that  developments  by our  competitors  or  future
competitors will not render our technology obsolete.

WE FACE INTENSE COMPETITION AND OUR FAILURE TO COMPETE EFFECTIVELY, PARTICULARLY
AGAINST LARGER,  MORE ESTABLISHED  PHARMACEUTICAL  AND MEDICAL DEVICE COMPANIES,
WILL CAUSE OUR BUSINESS TO SUFFER.

     Many of our competitors have substantially greater financial, technical and
human resources than we do, and may also have  substantially  greater experience
in  developing  products,  conducting  preclinical  studies or clinical  trials,
obtaining regulatory approvals and manufacturing and marketing and distribution.
Further, our competitive position could be harmed by the establishment of patent
protection by our competitors.  The existing  competitors or other companies may
succeed in developing technologies and products that are more safe, effective or
affordable  than those being developed by us or that would render our technology
and products less competitive or obsolete.

     We are aware that other  companies  are  marketing  or  developing  certain
products to  prevent,  diagnose or treat  diseases  for which we are  developing
PhotoPoint PDT. These products,  as well as others of which we may not be aware,
may adversely affect the existing or future market for our products. Competitive
products  may include,  but are not limited to, drugs such as those  designed to
inhibit  angiogenesis  or otherwise  target new blood vessels,  certain  medical
devices, such as drug-eluting stents and other photodynamic therapy treatments.

     We are aware of various  competitors  involved in the photodynamic  therapy
sector.  We understand that these companies are conducting  preclinical  studies
and/or  clinical  trials  in  various  countries  and for a variety  of  disease
indications. Our direct competitors in our sector include QLT Inc., or QLT, DUSA
Pharmaceuticals,  or DUSA, Axcan  Pharmaceuticals and Pharmacyclics.  QLT's drug
Visudyne has received  marketing approval in the United States and certain other
countries  for the  treatment  of AMD and has been  commercialized  by Novartis.
Axcan and DUSA have  photodynamic  therapy  drugs,  both of which have  received
marketing approval in the United States - Photofrin(R)  (Axcan  Pharmaceuticals)
for  the  treatment  of  certain  oncology   indications  and  Levulan(R)  (DUSA
Pharmaceuticals)  for the  treatment  of  actinic  keratoses,  a  dermatological
condition.  Pharmacyclics has a photodynamic  therapy drug that has not received
marketing  approval,  which is being used in certain  preclinical studies and/or
clinical trials for ophthalmology,  oncology and cardiovascular  indications. We
are  aware of other  drugs  and  devices  under  development  by these and other
photodynamic  therapy  competitors in additional  disease areas for which we are
developing  PhotoPoint PDT. These  competitors as well as others that we are not
aware of, may develop superior  products or reach the market prior to PhotoPoint
PDT and render our products non-competitive or obsolete.

OUR  INDUSTRY  IS SUBJECT  TO  TECHNOLOGICAL  UNCERTAINTY,  WHICH MAY RENDER OUR
PRODUCTS AND DEVELOPMENTS OBSOLETE AND OUR BUSINESS MAY SUFFER.

     The   pharmaceutical   industry   is  subject  to  rapid  and   substantial
technological  change.  Developments  by others may render  our  products  under
development or our technologies  noncompetitive or obsolete, or we may be unable
to  keep  pace  with   technological   developments  or  other  market  factors.
Technological competition in the industry from pharmaceutical, biotechnology and
device companies,  universities,  governmental  entities and others diversifying
into the field is intense and is expected to increase.  These entities represent
significant  competition for us.  Acquisitions  of, or investments in, competing
pharmaceutical or biotechnology  companies by large  corporations could increase
such competitors' financial, marketing, manufacturing and other resources.

     We are  engaged  in the  development  of  novel  therapeutic  technologies,
specifically photodynamic therapy. As a result, our resources are limited and we
may  experience  technical  challenges  inherent  in  such  novel  technologies.
Competitors have developed or are in the process of developing technologies that
are, or in the future may be, the basis for competitive products.  Some of these
products  may have an  entirely  different  approach  or means of  accomplishing
similar therapeutic, diagnostic and imaging effects compared to our products. We
are aware that three of our competitors in the market for  photodynamic  therapy
drugs have received  marketing approval of their product for certain uses in the
United States or other countries.  Our competitors may develop products that are
safer, more effective or less costly than our products and, therefore, present a
serious competitive threat to our product offerings.

     The widespread  acceptance of therapies that are  alternatives  to ours may
limit market acceptance of our products even if commercialized. The diseases for
which we are developing  our  therapeutic  products can also be treated,  in the
case of cancer,  by  surgery,  radiation  and  chemotherapy,  and in the case of
restenosis,  by  surgery,  angioplasty,  drug  therapy and the use of devices to
maintain and open blood vessels.  These  treatments  are widely  accepted in the
medical  community and have a long history of use. The  established use of these
competitive  products  may limit  the  potential  for our  products  to  receive
widespread acceptance if commercialized.

     Our  understanding  of the market  opportunities  for our PhotoPoint PDT is
derived  from a variety of  sources,  and  represents  our best  estimate of the
overall market sizes presented in certain disease areas.  The actual market size
and market share which we may be able to obtain may vary  substantially from our
estimates, and is dependent upon a number of factors, including:

     *    Competitive  treatments or diagnostic tools,  either existing or those
          that may arise in the future;
     *    Performance of our products and subsequent labeling claims; and
     *    Actual patient population at and beyond product launch.

OUR PRODUCTS ARE SUBJECT TO OTHER STATE AND FEDERAL LAWS, FUTURE LEGISLATION AND
REGULATIONS  SUBJECTING  US TO COMPLIANCE  ISSUES THAT COULD CREATE  SIGNIFICANT
ADDITIONAL  EXPENDITURES  AND LIMIT THE  PRODUCTION AND DEMAND FOR OUR POTENTIAL
PRODUCTS.

     In addition to the regulations for drug or device approvals, we are subject
to  regulation  under state,  federal or other law,  including  regulations  for
worker occupational safety,  laboratory practices,  environmental protection and
hazardous  substance  control.  We  continue  to make  capital  and  operational
expenditures  for  protection  of the  environment  in  amounts  which  are  not
material.  Some of the  risks  and  uncertainties  related  to laws  and  future
legislation or regulations include:

     *    Our  future  capital  and  operational  expenditures  related to these
          matters may increase and become material;
     *    We may also be subject to other  present and  possible  future  local,
          state, federal and foreign regulation;
     *    Heightened  public  awareness  and  concerns  regarding  the growth in
          overall health care  expenditures in the United States,  combined with
          the  continuing  efforts  of  governmental  authorities  to contain or
          reduce costs of health care,  may result in the  enactment of national
          health care reform or other  legislation  or  regulations  that impose
          limits  on the  number  and type of  medical  procedures  which may be
          performed  or which  have the  effect  of  restricting  a  physician's
          ability to select specific products for use in certain procedures;
     *    Such new  legislation or regulations  may materially  limit the demand
          and  manufacturing of our products.  In the United States,  there have
          been,  and we  expect  that  there  will  continue  to be, a number of
          federal and state  legislative  proposals and regulations to implement
          greater governmental control in the health care industry;
     *    The  announcement  of such  proposals  may hinder our ability to raise
          capital or to form collaborations; and
     *    Legislation or regulations that impose  restrictions on the price that
          may be charged  for  health  care  products  or  medical  devices  may
          adversely affect our results of operations.

     We are unable to predict  the  likelihood  of adverse  effects  which might
arise from future  legislative or  administrative  action,  either in the United
States or abroad.

OUR BUSINESS IS SUBJECT TO ENVIRONMENTAL PROTECTION LAWS AND REGULATIONS, AND IN
THE EVENT OF AN  ENVIRONMENTAL  LIABILITY  CLAIM,  WE COULD BE HELD  LIABLE  FOR
DAMAGES AND ADDITIONAL SIGNIFICANT UNEXPECTED COMPLIANCE COSTS, WHICH COULD HARM
OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     We are subject to  federal,  state,  county and local laws and  regulations
relating to the protection of the environment. In the course of our business, we
are  involved in the  handling,  storage  and  disposal  of  materials  that are
classified as hazardous.  Our safety  procedures  for the handling,  storage and
disposal of such  materials  are  designed to comply  with  applicable  laws and
regulations.  However,  we may be involved in contamination or injury from these
materials.  If this occurs, we could be held liable for any damages that result,
and any such liability  could cause us to pay  significant  amounts of money and
harm  our  business.  Further,  the  cost  of  complying  with  these  laws  and
regulations may increase materially in the future.


<PAGE>




ITEM 7A.QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     Our market risk disclosures  involves  forward-looking  statements.  Actual
results  could differ  materially  from those  projected in the  forward-looking
statements.  We are exposed to market risk related to changes in interest rates.
The risks related to foreign  currency  exchange  rates are immaterial and we do
not use derivative financial instruments.

     From  time  to  time,  we  maintain  a  portfolio  of  highly  liquid  cash
equivalents  maturing in three months or less as of the date of purchase.  Given
the short-term nature of these  investments and that our borrowings  outstanding
are under variable  interest rates,  we are not subject to significant  interest
rate risk.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     All information  required by this item is included on pages 63 - 92 in Item
15 of Part IV of this Report and is incorporated into this item by reference.


<PAGE>




                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Miravant Medical Technologies

We have audited the accompanying consolidated balance sheets of Miravant Medical
Technologies  as of  December  31, 2002 and 2001,  and the related  consolidated
statements of operations, stockholders' equity (deficit) and cash flows for each
of the three  years in the period  ended  December  31,  2002.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Miravant Medical
Technologies at December 31, 2002 and 2001 and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 2002, in conformity with accounting  principles  generally accepted
in the United States.

The accompanying  financial statements have been prepared assuming that Miravant
Medical  Technologies will continue as a going concern.  As more fully described
in Note 1, the Company  has  incurred  recurring  operating  losses,  which have
resulted in a working capital deficit,  an accumulated  deficit and a deficit in
stockholders'  equity.  These  conditions  raise  substantial  doubt  about  the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 1. The financial  statements do not
include any adjustments to reflect possible future effects on the recoverability
and  classification  of assets or the amounts and  classification of liabilities
that may result from the outcome of this uncertainty.

                                            /S/ ERNST & YOUNG LLP


Woodland Hills, California
March 12, 2003, except as to Note 12, as
  to which the date is March 25, 2003


<PAGE>



                                              CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>     <C>                                                                     <C>                             <C>


                                                                                              December 31,
                                                                                        2002                  2001
                                                                                 ------------------   -------------------
                                    Assets
Current assets:
   Cash and cash equivalents...............................................      $        723,000     $       1,458,000
   Investments in short-term marketable securities.........................                    --             4,654,000
   Accounts receivable.....................................................                    --             5,030,000
   Inventories.............................................................                    --               395,000
   Prepaid expenses and other current assets...............................               551,000               295,000
                                                                                 ------------------   -------------------
Total current assets.......................................................             1,274,000            11,832,000

Property, plant and equipment:
   Vehicles................................................................                28,000                28,000
   Furniture and fixtures..................................................             1,389,000             1,404,000
   Equipment...............................................................             5,531,000             5,447,000
   Leasehold improvements..................................................             3,495,000             3,382,000
                                                                                 ------------------   -------------------
                                                                                       10,443,000            10,261,000
   Accumulated depreciation................................................            (9,837,000)           (9,057,000)
                                                                                 ------------------   -------------------
                                                                                          606,000             1,204,000

Investments in affiliates..................................................               393,000               635,000
Deferred financing costs...................................................               379,000               913,000
Patents, net...............................................................               978,000               980,000
Other assets...............................................................               139,000               601,000
                                                                                 ------------------   -------------------
Total assets...............................................................      $      3,769,000      $     16,165,000
                                                                                 ==================   ===================

               Liabilities and stockholders' equity (deficit)

Current liabilities:
   Accounts payable........................................................      $      1,361,000      $      2,535,000
   Accrued payroll and expenses............................................               628,000               786,000
   Short-term debt.........................................................             5,238,000                    --
                                                                                 ------------------   -------------------
Total current liabilities..................................................             7,227,000             3,321,000

Long-term liabilities:
   Convertible debt........................................................             1,003,000                    --
   Long-term debt..........................................................             5,555,000            26,548,000
   Sublease security deposits..............................................                94,000                94,000
                                                                                 ------------------   -------------------
Total long-term liabilities................................................             6,652,000            26,642,000

Stockholders' equity (deficit):
   Common stock, 50,000,000 shares authorized; 24,225,089 and
     18,876,075 shares issued and outstanding at December 31, 2002 and
     2001, respectively....................................................           180,255,000           161,496,000
   Notes receivable from officers..........................................              (570,000)             (822,000)
   Deferred compensation...................................................              (266,000)             (547,000)
   Accumulated other comprehensive loss....................................                    --              (356,000)
   Accumulated deficit.....................................................          (189,529,000)         (173,569,000)
                                                                                 ------------------   -------------------
Total stockholders' equity (deficit).......................................           (10,110,000)          (13,798,000)
                                                                                 ------------------   -------------------
Total liabilities and stockholders' equity (deficit).......................      $      3,769,000      $     16,165,000
                                                                                 ==================   ===================
See accompanying notes.

</TABLE>


<PAGE>


                                          CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S>     <C>                                                     <C>                     <C>                  <C>


                                                                              Year ended December 31,
                                                                   2002                 2001                2000
                                                            -------------------  -------------------  ------------------
Revenues:
   License - contract research and development.......              $   20,000          $   302,000        $  4,481,000
   Bulk active pharmaceutical ingredient sales.......                 479,000            4,306,000                  --
   Royalties.........................................                      --               75,000                  --
   Grants............................................                      --                   --             112,000
                                                            -------------------  -------------------  ------------------
Total revenues.......................................                 499,000            4,683,000           4,593,000

Costs and expenses:
   Cost of goods sold................................                 479,000              934,000                  --
   Research and development..........................               9,549,000           13,493,000          20,194,000
   Selling, general and administrative...............               5,726,000            5,903,000           6,023,000
                                                            -------------------  -------------------  ------------------
Total costs and expenses.............................              15,754,000           20,330,000          26,217,000

Loss from operations.................................             (15,255,000)         (15,647,000)        (21,624,000)

Interest and other income (expense):
   Interest and other income.........................                 169,000              798,000           1,370,000
   Interest expense..................................                (286,000)          (2,139,000)         (2,254,000)
   Gain on sale of assets............................                  10,000              586,000                  --
   Non-cash loss in investment.......................                (598,000)                  --          (3,485,000)
                                                            -------------------  -------------------  ------------------
Total net interest and other income (expense)........                (705,000)            (755,000)         (4,369,000)
                                                            -------------------  -------------------  ------------------
Net loss.............................................           $ (15,960,000)       $ (16,402,000)      $ (25,993,000)
                                                            ===================  ===================  ==================
Net loss per share - basic and diluted...............           $       (0.78)       $       (0.88)      $       (1.42)
                                                            ===================  ===================  ==================
Shares used in computing net loss per share..........              20,581,214           18,647,071          18,294,525
                                                            ===================  ===================  ==================

See accompanying notes.
</TABLE>

<PAGE>




                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
<S>                                     <C>                             <C>             <C>       <C>              <C>           <C>


                                                                Notes                       Accumulated
                                                             Receivable       Deferred        Other
                                      Common Stock              from        Compensation   Comprehensive    Accumulated
                                  Shares        Amount        Officers      and Interest       Loss           Deficit         Total
                               ------------ --------------- ------------- --------------- -------------- --------------- ----------
Balance at January 1, 2000....18,038,270  $ 152,731,000   $  (460,000)  $ (1,776,000)    $(3,724,000)  $(131,174,000) $15,597,000
   Comprehensive loss:
      Net loss..................        --             --            --             --              --     (25,993,000) (25,993,000)
      Net change in accumulated
       other comprehensive
       loss.....................        --             --            --             --       3,592,000              --    3,592,000
                                                                                                                       -------------
   Total comprehensive loss.....                                                                                        (22,401,000)
   Exercise of stock options
    and warrants................   486,979      4,414,000            --             --              --              --    4,414,000
   Issuance of stock awards.....    51,254        760,000            --             --              --              --      760,000
  Deferred compensation,
   deferred interest related to
   warrants granted and non-cash
   interest on officer notes....        --        937,000       (27,000)      (205,000)             --               --     705,000
  Amortization of deferred
    compensation................        --             --             --       761,000              --               --     761,000
                               ------------ --------------- -------------  --------------- -------------- --------------- ----------
Balance at December 31, 2000....18,576,503  $ 158,842,000    $  (487,000)  $(1,220,000)    $  (132,000)   $(157,167,000) $ (164,000)
   Comprehensive loss:
      Net loss..................        --             --             --            --              --      (16,402,000)(16,402,000)
      Net change in accumulated
       other comprehensive
       loss.....................        --             --             --            --        (224,000)              --    (224,000)
                                                                                                                       -------------
   Total comprehensive loss.....                                                                                        (16,626,000)
   Exercise of stock options and
    warrants....................    35,690        315,000             --            --              --               --     315,000
   Issuance of stock awards.....   263,882      2,255,000             --            --              --               --   2,255,000
  Non-cash contributions by
   Pharmacia Corporation........        --        194,000             --            --              --               --     194,000
  Officer notes and non-cash
   interest on officer notes....        --             --       (335,000)           --              --               --    (335,000)
  Deferred compensation.........        --       (110,000)            --       110,000              --               --          --
  Amortization of deferred
   compensation.................        --             --             --       563,000              --               --     563,000
                                ------------ --------------- -------------  --------------- -------------- --------------- ---------
Balance at December 31, 2001....18,876,075  $ 161,496,000    $  (822,000)   $ (547,000)     $ (356,000)  $(173,569,000)$(13,798,000)
   Comprehensive loss:
      Net loss...................       --            --              --            --              --     (15,960,000) (15,960,000)
      Net change in accumulated
       other comprehensive loss..       --            --              --            --         356,000              --      356,000
                                                                                                                       -------------
   Total comprehensive loss......                                                                                       (15,604,000)
   Issuance of stock at $0.50 per
    share (net of approximately
    $81,000 of offering costs)...5,000,000     2,419,000              --            --              --              --    2,419,000
   Issuance of stock awards and
    ESOP Employer matching
    contribution.................  349,014        78,000              --            --              --              --       78,000
   Non-cash contributions by
    Pharmacia Corporation:
      Lease payments.............       --        40,000              --            --              --              --       40,000
      Debt restructuring.........       --    15,393,000              --            --              --              --   15,393,000
   Officer notes and non-cash
    interest on officer notes....       --            --        (248,000)           --              --              --     (248,000)
   Reserve for officer notes.....       --            --         500,000            --              --              --      500,000
   Deferred compensation and
    deferred interest related to
    warrants granted.............       --       829,000              --      (534,000)             --              --      295,000
  Amortization of deferred
   compensation..................       --            --              --       815,000              --              --      815,000
                                ------------ --------------- ------------- --------------- -------------  --------------- ----------
Balance at December 31, 2002....24,225,089 $ 180,255,000      $ (570,000)    $(266,000)     $       --   $(189,529,000)$(10,110,000)
                                ============ =============== ============= =============== ============= ============== ============
See accompanying notes.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>
<S>     <C>                                                             <C>                     <C>                   <C>



                                             CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                   Year ended December 31,
Operating activities:                                                    2002                 2001                 2000
                                                                    ----------------     ----------------     ---------------
    Net loss...............................................       $    (15,960,000)    $   (16,402,000)     $   (25,993,000)
    Adjustments to reconcile net loss to net cash used
       by operating activities:
       Depreciation and amortization.......................               887,000            1,194,000            1,743,000
       Amortization of deferred compensation...............               815,000              563,000              761,000
       Non-cash loss in investment.........................               598,000                   --            3,485,000
       Gain on sale of property, plant and equipment.......               (10,000)            (586,000)                  --
       Stock awards and ESOP matching contribution.........                78,000            2,255,000              760,000
       Non-cash interest and amortization of
         deferred financing costs on long-term debt........               319,000            2,288,000            2,231,000
       Reserve for patents.................................                81,000                   --               74,000
       Provision for employee and officer loans, net of non-
          cash interest on officer loans...................               802,000              (68,000)            (53,000)
       Changes in operating assets and liabilities:
          Accounts receivable .............................             5,030,000           (4,148,000)           4,785,000
          Prepaid expenses, inventories and other assets...               122,000             (326,000)             225,000
        Accounts payable and accrued payroll...............            (1,332,000)             (17,000)          (1,444,000)
                                                                  ------------------   ------------------  ------------------
    Net cash used in operating activities..................           (8,570,0000)         (15,247,000)         (13,373,000)

Investing activities:
    Purchases of marketable securities.....................           (28,679,000)         (43,684,000)         (31,396,000)
    Sales of marketable securities.........................            33,333,000           57,930,000           16,117,000
    Purchases of property, plant and equipment.............                    --             (287,000)            (263,000)
    Sublease security deposits.............................                    --                   --              (33,000)
    Proceeds from sale of property, plant and equipment....                71,000              863,000                   --
    Purchases of patents...................................              (154,000)             (67,000)            (199,000)
                                                                  ------------------   ------------------  ------------------
    Net cash provided by (used in) investing activities....             4,571,000           14,755,000          (15,774,000)

Financing activities:
    Proceeds from issuance of Common Stock, less
       issuance costs......................................             2,419,000              315,000            4,414,000
    Proceeds from promissory notes and long-term debt......             1,000,000                   --            7,500,000
    Advances of notes to officers..........................              (155,000)            (300,000)                  --
                                                                  ------------------   ------------------  ------------------
    Net cash provided by financing activities..............             3,264,000               15,000           11,914,000

    Net decrease in cash and cash equivalents..............              (735,000)            (477,000)         (17,233,000)

    Cash and cash equivalents at beginning of period.......             1,458,000            1,935,000           19,168,000
                                                                  ------------------   ------------------  ------------------
    Cash and cash equivalents at end of period.............       $       723,000            1,458,000      $     1,935,000
                                                                  ==================   ==================  ==================
Supplemental disclosures:
    State taxes paid.......................................       $         4,000      $        20,000      $         8,000
                                                                  ==================   ==================  ==================
    Interest paid..........................................       $            --      $            --      $        24,000
                                                                  ==================   ==================  ==================
See accompanying notes.

</TABLE>


<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.        Summary of Significant Accounting Policies

 Description of Business, Basis of Presentation and Going Concern:

     Miravant Medical  Technologies,  or Miravant or the Company,  is engaged in
the research and  development  of drugs and medical  device  products for use in
PhotoPoint(TM)  PDT, the Company's  proprietary  technologies  for  photodynamic
therapy. The Company is located in Santa Barbara, California.

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming the Company will continue as a going concern.  This basis of accounting
contemplates  the recovery of the Company's  assets and the  satisfaction of its
liabilities  in the normal course of business.  Through  December 31, 2002,  the
Company had an accumulated  deficit of $189.5 million and expects to continue to
incur substantial,  and possibly  increasing,  operating losses for the next few
years.  As of March 5, 2003, the Company's  first payment was due on its debt to
Pharmacia Corporation,  or Pharmacia, in the amount of $5.0 million plus accrued
interest,  and we did not make this  payment.  The Company  has,  subsequent  to
December 31, 2002 (see Note 12),  negotiated  with Pharmacia an extension on the
first  payment due to June 30, 2003.  If the Company  cannot make the  scheduled
payment  or  negotiate  new terms for the debt  repayment,  then  Pharmacia  can
exercise all of its rights to secure all of the collateral  under the agreement,
which includes all of the Company's assets.

     The Company is continuing its efforts in research and  development  and the
preclinical  studies and clinical  trials of its products.  These  efforts,  and
obtaining  requisite  regulatory  approval,  prior  to  commercialization,  will
require substantial  expenditures.  Once requisite  regulatory approval has been
obtained,  if at all, substantial  additional financing will be required for the
manufacture,  marketing  and  distribution  of its product in order to achieve a
level of revenues adequate to support the Company's cost structure.  In December
2002,  the Company  entered into a $12.0  million  Convertible  Debt and Warrant
Purchase  Agreement,  or Debt  Agreement,  with a group  of  private  accredited
investors,  or the Lenders, that provided the Company the availability to borrow
up to  $1.0  million  per  month  through  November  2003,  subject  to  certain
limitations.   The  monthly   borrowing   request  can  be  limited  if  certain
requirements are not met or are not satisfactory to the Lenders. As of March 15,
2003,  the Company had  borrowed  $4.0  million  under the Debt  Agreement.  For
further discussion see Note 2. Executive management of the Company believes that
if the remaining $8.0 million  remains  available to it under the Debt Agreement
that it has  sufficient  resources  to fund the  current  required  expenditures
through December 31, 2003 (unaudited).  In addition,  executive  management also
believes it can raise additional funding to support operations through corporate
collaborations  or  partnerships,   licensing  of  SnET2  or  new  products  and
additional equity or debt financings prior to December 31, 2003,  especially due
to the Company's announcement that it intends to file a New Drug Application, or
NDA, in 2003.  However,  there can be no assurance that the Company will receive
the remaining $8.0 million under the Debt Agreement, if certain requirements are
not met or are not  satisfactory to the Lenders,  and there is no guarantee that
the  Company  will be  successful  in  obtaining  additional  financing  or that
financing  will be available on favorable  terms.  If additional  funding is not
available when required, management believes it has the ability to conserve cash
required for operations  through  December 31, 2003  (unaudited) by the delay or
reduction in scope of one or more of its research and  development  programs and
adjusting, deferring or reducing salaries of employees and by reducing operating
facilities and overhead expenditures to conserve cash to be used in operations.

     The  preparation of  consolidated  financial  statements in conformity with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and the accompanying notes. Actual results
may differ  from those  estimates  and such  differences  may be material to the
consolidated financial statements.

     Certain reclassifications of prior year amounts have been made for purposes
of consistent presentation.

Principles of Consolidation:

     The  consolidated  financial  statements  include the  accounts of Miravant
Medical Technologies and its wholly owned subsidiaries,  Miravant Systems, Inc.,
Miravant Pharmaceuticals, Inc. and Miravant Cardiovascular, Inc. All significant
intercompany balances and transactions have been eliminated in consolidation.

Cash Equivalents:

     The Company  considers  all highly  liquid  investments  with a maturity of
three months or less when purchased to be cash equivalents.

Marketable Securities:

     Marketable  securities  consist of short-term,  interest-bearing  corporate
bonds,  U.S.  Government  obligations  and  municipal  obligations.   Marketable
securities of $4.7 million consisted of short-term,  interest-bearing  municipal
bonds and  corporate  stocks and bonds as of December  31,  2001.  There were no
marketable   security  balances  as  of  December  31,  2002.  The  Company  has
established  investing  guidelines  relative to  concentration,  maturities  and
credit ratings that maintain safety and liquidity.

     In accordance with Statement of Financial  Accounting  Standards,  or SFAS,
No. 115, "Accounting for Certain Investments in Debt and Equity Securities," the
Company determines the appropriate  classification of debt and equity securities
at the time of purchase and  re-evaluates  such  designation  as of each balance
sheet date.  As of December  31, 2001,  all  marketable  securities  and certain
investments   in   affiliates   were    classified   as    "available-for-sale."
Available-for-sale  securities  and  investments  are carried at fair value with
unrealized  gains and losses reported as a separate  component of  stockholders'
equity. Realized gains and losses on investment transactions are recognized when
realized based on settlement dates and recorded as interest income. Interest and
dividends on securities are recognized when earned. Declines in value determined
to  be   other-than-temporary   on  available-for-sale   securities  are  listed
separately  as a  non-cash  loss in  investment  in the  consolidated  financial
statements.

Inventories:

     Inventories  are stated at the lower of cost or market.  Cost is determined
in a manner which  approximates  the  first-in,  first-out  (FIFO)  method.  The
Company previously  manufactured the bulk active pharmaceutical  ingredient,  or
bulk API, for its lead drug candidate,  SnET2,  which can be used in preclinical
studies and clinical trials and possibly for future potential  commercial sales.
Inventories  consist of raw materials  necessary to produce  additional bulk API
lots, work in process and finished lots. Inventories are shown net of applicable
reserves and allowances. There were no inventories recorded in 2002. Inventories
consisted of the following at December 31, 2001:

           Raw materials....................................      $ 65,000
           Work in process..................................       264,000
           Finished goods...................................        66,000
                                                              --------------
           Total inventories................................      $395,000
                                                              ==============

     All inventories  outstanding at December 31, 2001 were subsequently sold to
Pharmacia.   In  connection  with  the  Contract  Modification  and  Termination
Agreement,  all bulk API inventory and the finished  dose  formulation,  or FDF,
sold to Pharmacia in 2001 and 2002 was returned to the Company in 2002.  Payment
for all amounts of bulk API sold to Pharmacia  was received  during 2002.  As of
December 31, 2002, no inventory  was recorded for the returned  bulk API,  since
these inventories,  according to the Company's  accounting  policies,  have been
expensed  as either cost of goods sold in 2001 or as  research  and  development
costs in prior years.

Investments in Affiliates:

     Investments  in  affiliates  owned  more than 20% but not in excess of 50%,
where the  Company is not deemed to be able to exercise  significant  influence,
are recorded under the equity method. Investments in affiliates, owned less than
20%,  where  the  Company  is not  deemed  to be  able to  exercise  significant
influence,  are  recorded  under  the cost  method.  Under  the  equity  method,
investments  are carried at  acquisition  cost and  generally  adjusted  for the
proportionate  share of the  affiliates'  earnings  or  losses.  Under  the cost
method, investments are recorded at acquisition cost and adjusted to fair market
value based on the investment classification.

     In December 1996, the Company purchased an equity interest in Ramus Medical
Technologies, or Ramus, for $2.0 million. The investment was accounted for under
the equity method  because the investment was more than 20% but not in excess of
50% of Ramus'  outstanding  common stock.  As the Company was the main source of
financing for Ramus,  the Company  recorded 100% of Ramus' loss to the extent of
the  investment  made by the  Company.  The  investment  in Ramus has been fully
reserved for as of December 31, 2002 and 2001, respectively.

     In  June  1998,  the  Company   purchased  an  equity  interest  in  Xillix
Technologies  Corp., or Xillix.  The Company received 2,691,904 shares of Xillix
common stock, in exchange for $3.0 million in cash and 58,909 shares of Miravant
Common Stock.  The  investment  has been accounted for under the cost method and
classified  as  available-for-sale.  See Note 10 for further  discussion  on the
Company's investment in Xillix.

Equipment and Leasehold Improvements:

     Equipment is stated at cost with  depreciation  provided over the estimated
useful lives of the  respective  assets on the  straight-line  basis.  Leasehold
improvements are stated at cost with amortization  provided on the straight-line
basis. The estimated useful lives of the assets are as follows:

        Furniture and fixtures            5 years
        Equipment                         3 - 5 years
        Leasehold improvements            5 years or the remaining life of the
                                          lease term, whichever is shorter

Patents:

     Costs  of  acquiring   patents  are   capitalized   and  amortized  on  the
straight-line  basis over the  estimated  useful life of the patents,  generally
seventeen  years.  Costs of patents filed or in the filing  process,  or patents
pending,  are  capitalized  as prepaid  patents and are not amortized  until the
patent is issued. Accumulated amortization was $453,000 and $377,000 at December
31, 2002 and 2001,  respectively,  and reserves recorded for patents amounted to
$566,000 and $486,000 at December 31, 2002 and 2001, respectively.  The costs of
servicing the Company's  patents are expensed as incurred.  The weighted average
amortization  period for the  Company's  patents is  approximately  12.4  years.
Amortization expense related to patents amounted to $76,000, $72,000 and $74,000
for the years ended December 31, 2002, 2001 and 2000, respectively.

     The  estimated  amortization  expense  related to patents for the next five
years is as follows:

                        2003     $    85,000
                        2004     $    85,000
                        2005     $    85,000
                        2006     $    85,000
                        2007     $    85,000


Long-Lived Assets:

     The Company  reviews for the  impairment of  long-lived  assets and certain
identifiable  intangibles  whenever events or changes in circumstances  indicate
that  the  carrying  amount  of an asset  may not be  recoverable.  The  Company
periodically reviews the carrying value of its patents and provides reserves for
any patents  which are not actively  being  researched  or marketed.  During the
years ended December 31, 2002,  2001 and 2000, the Company  increased the patent
reserve by $81,000, zero and $75,000,  respectively. For the year ended December
31, 2001 there was no expense related to patent  reserves.  No other  impairment
losses have been recorded by the Company. An impairment loss would be recognized
when the  estimated  future  cash flows  expected  to result from the use of the
asset and its eventual disposition is less than its carrying amount.

     In October 2001, the Financial  Accounting Standards Board, or FASB, issued
SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets."
SFAS No. 144 addresses financial  accounting and reporting for the impairment or
disposal  of  long-lived  assets and  discontinued  operations.  SFAS No. 144 is
effective for all fiscal years  beginning  after  December 15, 2001. The Company
adopted SFAS No. 144 in the first quarter of 2002 and its adoption has not had a
material effect on the Company's consolidated financial statements.

Stock-Based Compensation:

     SFAS No. 123, "Accounting for Stock-Based  Compensation,"  encourages,  but
does not  require,  companies  to record  compensation  expense for  stock-based
employee compensation plans at fair value. The Company has chosen to continue to
account for stock-based compensation using the intrinsic value method prescribed
by  Accounting  Principles  Board  Opinion,  or APB Opinion,  No. 25 and related
interpretations  including  Financial  Interpretation  No. 44,  "Accounting  for
Certain  Transactions  Involving Stock  Compensation - an  Interpretation of APB
Opinion No. 25" in accounting for its stock option plans.

     The Company also has granted and continues to grant warrants and options to
various consultants of the Company.  These warrants and options are generally in
lieu of cash  compensation  and,  as such,  deferred  compensation  is  recorded
related to these grants.  Deferred compensation for warrants and options granted
to  non-employees  has been  determined  in  accordance  with  SFAS No.  123 and
Emerging   Issues  Task  Force,  or  EITF  96-18,  as  the  fair  value  of  the
consideration  received  or the fair  value of the  equity  instruments  issued,
whichever is more reliably measured. Deferred compensation is amortized over the
consulting or vesting period.

Revenue Recognition:

     The Company recognizes  revenues from product sales based on when ownership
of the product  transfers to the customer and when  collectibility is reasonably
assured.  Sales of bulk API to Pharmacia  were recorded as revenue in the period
when the product was received by Pharmacia at their facility. Licensing revenues
represent  reimbursements from Pharmacia for out-of-pocket  expenses incurred in
preclinical  studies and clinical trials for the SnET2  PhotoPoint PDT treatment
for age related  macular  degeneration,  or AMD. These  licensing  revenues were
recognized in the period when the  reimbursable  expenses were  incurred.  Grant
income is  recognized  in the  period in which the grant  related  expenses  are
incurred and royalty  income is  recognized in the period in which the royalties
are earned.

Research and Development Expenses:

     Research  and  development  costs are  expensed as  incurred.  Research and
development  expenses are comprised of the following  types of costs incurred in
performing research and development activities: salaries and benefits, allocated
overhead  and  occupancy  costs,  preclinical  study costs,  clinical  trial and
related  clinical device and drug  manufacturing  costs,  contract  services and
other outside  costs.  The  acquisition  of  technology  rights for research and
development  projects and the value of  equipment  and drug product for specific
research and  development  projects,  with no or low  likelihood of  alternative
future use, are also included in research and development expenses.

Segment Reporting:

     The Company is engaged principally in one aggregated line of business,  the
research and development of drugs and medical device products for the use in the
Company's proprietary technologies for photodynamic therapy.

Comprehensive Loss:

     The  Company  has  elected  to  report  other  comprehensive  loss  in  the
consolidated  statements of  stockholders'  equity  (deficit) with the change in
accumulated other comprehensive loss consisting of the following:

<TABLE>
<CAPTION>
<S>     <C>                                                                     <C>                <C>                  <C>

                                                                              2002              2001                 2000
                                                                         --------------    ---------------    ------------------
         Unrealized   holding   gains   (losses)   arising   from
           available-for-sale securities..........................          $ (242,000)    $    (224,000)       $      107,000
         Reclassification adjustment for other-than-temporary
           non-cash loss in investment............................             598,000                --             3,485,000
                                                                         --------------    ---------------    ------------------
         Net (increase) decrease  in accumulated other
           comprehensive loss ....................................          $  356,000     $    (224,000)       $    3,592,000
                                                                         ==============    ===============    ==================
</TABLE>

Net Loss Per Share:

     The Company calculates  earnings per share in accordance with SFAS No. 128,
"Earnings per Share." Basic earnings per share excludes any dilutive  effects of
options,  warrants  and  convertible  securities.  Diluted  earnings  per  share
reflects  the  potential  dilution  that  would  occur  if  securities  or other
contracts  to issue common  stock were  exercised or converted to common  stock.
Common stock equivalent shares from all stock options and warrants for all years
presented  have  been  excluded  from  this   computation  as  their  effect  is
anti-dilutive.

     Basic loss per common  share is computed  by  dividing  the net loss by the
weighted  average shares  outstanding  during the period in accordance with SFAS
No. 128.  Since the effect of the assumed  exercise of common stock  options and
other convertible securities was anti-dilutive, basic and diluted loss per share
as presented on the consolidated statements of operations are the same.

Recent Accounting Pronouncements:

     In April 2002,  SFAS No. 145,  "Recission of FASB  statements No. 4, 44 and
64,  Amendment of FASB statement No. 13 and Technical  corrections",  was issued
and becomes  effective for fiscal years beginning after May 15, 2002. SFAS No. 4
and No. 64 related to reporting gains and losses from debt extinguishment. Under
prior  guidance,  if  material  gains  and  losses  were  recognized  from  debt
extinguishment,  the amount was not included in income from operations,  but was
shown as an extraordinary item net of related income tax cost or benefit, as the
case  may  be.  Under  the  new  guidance,   all  gains  and  losses  from  debt
extinguishment  are  subject  to  criteria   prescribed  under  APB  No.  30  in
determining an extraordinary item classification.  SFAS No. 44 is not applicable
to the Company's  operations.  SFAS No. 13 was amended to require  certain lease
modifications  with similar economic effects to be accounted for the same way as
a  sale-leaseback.  The Company will adopt this statement  effective  January 1,
2003 and does not  believe  this  adoption  will have a  material  effect on its
consolidated results of operations or consolidated financial position.

     SFAS No. 146  "Accounting  for the costs  associated  with Exit or Disposal
Activities",  was issued in June  2002.  This  statement  is  effective  for any
disposal or exit of business  activities  started after  December 31, 2002.  The
statement  nullifies EITF 94-3,  which required that once a plan of disposal was
put in motion,  a liability for the estimated costs needed to be recorded.  SFAS
No. 146 states that a liability  should not be recorded  until the  liability is
incurred.  This statement does not affect any liabilities established related to
exiting an  operation  with  duplicate  facilities  when  acquired in a business
combination.  The Company will adopt this accounting  guidance at the prescribed
date of January 1, 2003.  SFAS No. 146 currently  would not effect the Company's
consolidated results of operations or consolidated financial position.

2.        Credit Arrangements and Collaborative Funding

December 2002 Convertible Debt Agreement:

     In December 2002, the Company  entered into a Convertible  Debt and Warrant
Purchase  Agreement,  or Debt  Agreement,  with a group  of  private  accredited
investors,  or the Lenders.  The $12.0 million Debt Agreement allows the Company
to borrow up to $1.0 million per month, with any unused monthly borrowings to be
carried  forward.  The maximum  aggregate  loan amount is $12.0 million with the
last available  borrowing in November 2003. The Lender's obligation to fund each
borrowing  request is  subject  to  material  conditions  described  in the Debt
Agreement. In addition, the Lenders may terminate its obligations under the Debt
Agreement  if: (i) Miravant  has not filed an NDA by March 31,  2003,  (ii) such
filing has been rejected by the Federal Drug Administration,  or (iii) Miravant,
in  the  reasonable  judgment  of  the  Lenders,  is not  meeting  its  business
objectives.  Subsequent to December 31, 2002,  the Company has received a waiver
from the Lenders with regard to the NDA filing  deadline of March 31, 2003. This
deadline has been  extended to the end of the third quarter of 2003 (see Note 12
for further discussion).

     A separate  convertible  promissory  note, or Note, will be issued for each
borrowing  request  received and such Notes will earn interest at 9.4% per annum
and be due December 31, 2008. The interest on each Note can be accrued and added
to the existing Notes.  Each Note and any accrued interest can be converted into
shares of Miravant's  Common Stock on the earlier of March 31, 2003, or the date
on which the trading  price of our Common Stock  exceeds 250% of the  conversion
price of the Note. Each Note's  conversion price is determined as the greater of
$0.75 per share or 125% of the average closing prices of Miravant's Common Stock
for the ten (10) trading days immediately prior to the date of each Note.

     In connection with each borrowing,  the Company will net from the borrowing
proceeds a 3% drawdown fee. The Company will also issue to the Lenders a warrant
to  purchase  one-quarter  (1/4) of a share of Miravant  Common  Stock for every
$1.00 borrowed.  The exercise price of each Warrant will be equal to the greater
of $1.00 per share or 150% of the  average of the closing  prices of  Miravant's
Common Stock for the ten (10) trading days  preceding  the date of each Note. In
addition, upon execution of the Debt Agreement, the Company issued the Lenders a
warrant  to  acquire  250,000  shares of the  Company's  Common  Stock,  with an
exercise  price of $0.50 per share.  Each Warrant will terminate on December 31,
2008,  unless previously  exercised.  The Company has also agreed to provide the
Lenders certain registration rights in connection with this transaction.

     On December 19, 2002, pursuant to the Debt Agreement,  the Company borrowed
$1.0  million,  which has a conversion  price of $0.97 per share or  convertible
into  1,029,601  shares  of  Common  Stock  and  issued  the  Lenders  a warrant
exercisable  for  250,000  shares of our Common  Stock at $1.17 per share.  Upon
execution of the Debt Agreement and the first  borrowing  related  thereto,  the
Company recorded  deferred  financing costs of $379,000,  including the value of
the warrants granted using the Black-Scholes valuation model of $295,000,  which
are being  amortized as interest  expense  over the life of the Debt  Agreement.
Subsequent  to December 31, 2002,  the Company has received an  additional  $3.0
million through March 15, 2003. See Note 12 for further discussion.

2002 Pharmacia Agreement:

     In March 2002, the May 2001 amended and restated credit  agreement,  or the
2001 Credit Agreement,  and the Manufacturing  Facility Asset Purchase Agreement
with Pharmacia were  significantly  modified  and/or  terminated by the Contract
Modification and Termination  Agreement.  The following  represents the terms of
the modifications and terminations of the agreements with Pharmacia.

     The  Contract  Modification  and  Termination  Agreement  modified the 2001
Credit  Agreement.  The  outstanding  debt that the Company owed to Pharmacia of
approximately  $26.8 million was reduced to $10.0 million plus accrued interest.
The first  payment of $5.0 million  plus accrued  interest was due March 5, 2003
and  subsequent to December 31, 2002 (see Note 12 for further  discussion),  has
been  extended to June 30, 2003 and the second and final payment of $5.0 million
plus accrued interest is due June 4, 2004. Interest on the debt will be recorded
at the prime rate,  which was 4.75% at March 5, 2002 and 4.25% at  December  31,
2002.  Additionally,  the early  repayment  provisions and many of the covenants
were  eliminated  or modified.  In exchange for these  changes and the rights to
SnET2, the Company  terminated its right to receive a $3.2 million loan that was
available  under the 2001 Credit  Agreement.  Also, as Pharmacia has  determined
that  they  will not file an NDA for the  SnET2  PhotoPoint  PDT for AMD and the
Phase  III  clinical  trial  data  did not  meet  certain  clinical  statistical
standards, as defined by the clinical trial protocols, the Company will not have
available an  additional  $10.0  million of borrowings as provided for under the
2001 Credit Agreement.

     In accordance  with SFAS No. 15,  "Accounting  by Debtors and Creditors for
Troubled Debt  Restructurings",  the Company permanently reduced the debt due to
Pharmacia  to the total  future  cash  payments of the debt,  including  amounts
designated as interest and  principal.  The total future cash  payments,  at the
then current interest rates,  was estimated to be $10.8 million.  The difference
between the total debt  outstanding  of $26.2  million  (net of the  unamortized
deferred  financing costs of  approximately  $900,000) and the total future cash
payments of the  restructured  debt of $10.8 million was recorded as an increase
to stockholders' equity due to Pharmacia being a greater than 10% stockholder in
the  Company  at the time.  Therefore,  the  Company  recorded  a $15.4  million
increase to stockholders' equity in the first quarter of 2002.

     The Contract  Modification and Termination  Agreement also provided for the
transfer  ownership of several assets back to the Company,  including the lasers
utilized in the Phase III AMD clinical trials,  the bulk API and FDF inventories
and the bulk API manufacturing  equipment used to manufacture SnET2. The Company
recorded the transfer of  ownership of the bulk API  manufacturing  equipment at
its net carrying  value prior to sale to Pharmacia,  which was  $277,000.  Under
generally  accepted  accounting  principles,  there was no value recorded on the
balance sheet for the transfer of ownership of the lasers,  and the bulk API and
FDF  inventory,  since  these  assets,  according  to the  Company's  accounting
policies, had been expensed as research and development costs in prior years.

1999 and 2001 Pharmacia Agreements:

     The  following  represents a  description  of the  Company's  1999 and 2001
agreements entered into with Pharmacia.

     In February 1999, the Company and Pharmacia entered into a Credit Agreement
which  extended to the Company $22.5 million in credit to be used to support the
Company's ophthalmology, oncology and other development programs, as well as for
general  corporate  purposes.  The Credit  Agreement  allowed for the Company to
issue  promissory  notes for each  quarterly loan received and for the quarterly
interest amounts due on the amounts borrowed. The promissory notes, which accrue
interest at the prime rate, mature in June 2004.

     The  Company  received  the final two  quarterly  loans for a total of $7.5
million in 2000.  In  connection  with the receipt of these  loans,  the Company
issued 360,000  warrants to purchase  Miravant Common Stock at an exercise price
of $11.87 per warrant  share for 120,000  shares,  $14.83 per warrant  share for
120,000 shares and $20.62 per warrant share for the last 120,000  shares.  Under
the Credit Agreement,  the Company issued promissory notes for the $22.5 million
principal  balance as well as promissory  notes totaling  $379,000 in 1999, $1.9
million in 2000 and $1.8 million in 2001 for the  quarterly  interest due. As of
March 2002,  the total of all  promissory  notes for  principal and interest was
approximately  $27.1  million.  The  interest  rate for these notes was 4.75% at
December 31, 2001. Additionally,  the warrants granted, which had been valued at
$1.7 million  using the  Black-Scholes  valuation  model,  had been  recorded as
deferred  financing  costs on the  balance  sheet and were  being  amortized  as
interest expense over the life of the loans. The Company amortized  $374,000 and
$315,000 in 2001 and 2000, respectively.

     In May 2001,  the Company and  Pharmacia  finalized an  additional  funding
arrangement.  The May 2001 Amended and Restated Credit Agreement, or 2001 Credit
Agreement with Pharmacia, amended and restated the previous $22.5 million Credit
Agreement  entered into with Pharmacia in February 1999,  under which  Pharmacia
could have provided up to an  additional  $13.2 million in credit to the Company
beginning  in April 2002.  As discussed  above,  the 2001 Credit  Agreement  was
modified  and  terminated  prior to the  availability  of the  additional  $13.2
million in credit.

     Under the May 2001  Manufacturing  Facility  Asset Purchase  Agreement,  or
Asset Purchase Agreement, Pharmacia issued a purchase order to buy the Company's
existing  SnET2 bulk API inventory at cost for $2.2  million.  The existing bulk
API inventory had been previously  expensed in research and development costs in
prior periods.  Pharmacia also committed to buy up to an additional $2.8 million
of the bulk API which would be  manufactured  by the Company through March 2002.
Additionally, Pharmacia agreed to purchase the manufacturing equipment necessary
to produce the bulk API for  $863,000,  its fair market value as appraised by an
independent  appraisal  firm. The sale of the bulk API  manufacturing  equipment
resulted in a gain on sale of property,  plant and equipment of $586,000.  Sales
of bulk API  manufactured  and shipped  through  December 31, 2001, were paid by
Pharmacia  directly  into an inventory  escrow  account.  The  inventory  escrow
account  was  released  to the Company in full in January  2002.  The  equipment
escrow  account,  containing a principal  balance of  $863,000,  was released in
March 2002. The interest earned by these accounts accrued to the Company and was
available upon the release of each escrow account.  The escrow accounts  secured
certain indemnification obligations with respect to the purchase of the bulk API
manufacturing  equipment.  Management believes such indemnification  obligations
were of  routine  nature  and  under the  Company's  control;  therefore,  these
obligations did not result in a charge against the funds in escrow.  All amounts
received into escrow were recorded as accounts  receivable until the amounts are
released.

3.        Stockholders' Equity

Private Placements:

     In August 2002, the Company completed a private  placement  financing which
consisted of the sale of unregistered  shares of Common Stock for gross proceeds
of $2.5 million at $0.50 per share,  based on a premium of approximately  20% of
the average  closing price for the prior 10 trading  days.  For every two common
shares acquired, the equity purchase included a warrant to purchase one share of
Common Stock at a price of $0.50 per share,  with an exercise  period of 5 years
from the date of grant.  In  addition,  an  origination  warrant  was  issued to
purchase  300,000  shares of Common Stock at $0.50 per share. A group of private
investors participated in the offering.

Preferred Stockholder Rights Plan:

     On July 13, 2000, the Board of Directors of the Company adopted a Preferred
Stockholder Rights Plan, or the Rights Plan. Under the Rights Plan, Miravant has
issued a dividend of one right for each share of its Common Stock held after the
close of  business  on July 31,  2000.  The Rights  Plan is  designed  to assure
stockholders'  fair  value  in  the  event  of  a  future  unsolicited  business
combination or similar transaction  involving the Company.  This Rights Plan was
not adopted in response to any attempt to acquire the  Company,  and Miravant is
not aware of any such efforts.

     The rights will become  exercisable  only if a person or group (i) acquires
20% or more of Miravant's  Common Stock,  or (ii)  announces a tender offer that
would result in ownership of 20% or more of the Common Stock. In April 2001, the
Rights Plan was amended to increase the trigger percentage from 20% to 25% as it
applies to Pharmacia  and excluded  shares  acquired by Pharmacia in  connection
with the 2001 Credit Agreement with Pharmacia, and from the exercise of warrants
held by Pharmacia.  Each right would  entitle a stockholder  to buy a fractional
share of the Company's preferred stock. Each right has an initial exercise price
of $180.00.  Once the acquiring  person or group has acquired 20% or more of the
outstanding Common Stock of Miravant, each right shall entitle its holder (other
than the acquiring  person or group) to acquire  shares of the Company or of the
third party acquirer having a value of twice the right's  then-current  exercise
price.

     The rights are  redeemable at the option of the Board of Directors up until
ten days after public  announcement that any person or group has acquired 20% or
more of Miravant's  Common Stock.  The redemption price is $0.001 per right. The
rights  will  expire  on July 31,  2010,  unless  redeemed  prior to that  date.
Distribution of the rights is not taxable to stockholders.

Notes Receivable from Officers:

     In December  1997,  the  Compensation  Committee  of the Board of Directors
recommended,  and subsequently  approved,  non-recourse  equity loans in varying
amounts for the Company's Chief Executive Officer, President and Chief Financial
Officer.  The  notes,  which  accrue  interest  at a fixed  rate of 5.8% and are
payable in five years,  were awarded  specifically for the purpose of exercising
options to acquire the Company's  Common Stock and for paying the related option
exercise price and payroll taxes. The notes are collateralized by the underlying
shares  acquired upon  exercise.  As of December 31, 2002,  the total balance of
these loans was $156,000.  Additionally,  from 1998 through  2002,  the Board of
Directors  have  approved  other  secured  loans  made  to the  Company's  Chief
Executive  Officer and  President;  these loans  accrue  interest at fixed rates
between 4.7% and 5.9% and as of December 31, 2002 and 2001,  had a total balance
of $914,000 and $675,000,  respectively.  No future loans to executive  officers
have been approved after June 2002.

     The loans the  Company  has made to  officers  and  certain  loans  made to
employees  over the years are  either  unsecured,  or  secured by stock or stock
options.  In light of the decrease in the Company's  stock price during 2002 and
certain other factors  affecting the  collectibility of these loans, the Company
recorded a reserve for these loans to officers  and  employees  in the amount of
$872,000  during the quarter ended  September 30, 2002. Of the amount  recorded,
$182,000 is  included  in research  and  development  expenses  and  $690,000 is
included in general and administrative  expenses in the statements of operations
for the year ended  December 31, 2002. For the years ended December 31, 2001 and
2000,  the Company had recorded  employee  loan reserves of $73,000 and $15,000,
respectively,  which was included in research and  development  expenses.  As of
December 31, 2002 and 2001, the aggregate balance of these loans to officers and
employees, net of reserves, is $610,000 and $1,318,000,  respectively,  of which
$40,000 and $496,000 are included in other assets at December 31, 2002 and 2001,
respectively,  and $570,000 and $822,000 are included in notes  receivable  from
officers at December 31, 2002 and 2001, respectively.


Stock Option Plans:

     The  Company has six  stock-based  compensation  plans which are  described
below:  the 1989  Plan,  the 1992 Plan,  the 1994  Plan,  the 1996 Plan or, as a
group,  the  Prior  Plans,  the  Miravant   Medical   Technologies   2000  Stock
Compensation  Plan or the 2000 Plan and the Non-Employee  Directors Stock Option
Plan or the  Directors'  Plan.  As disclosed in Note 1, the Company  applies APB
Opinion No. 25 and related  interpretations  in accounting  for its stock option
plans.

     The Prior Plans provided for the grant of both incentive  stock options and
non-statutory  stock  options.  Stock  options were granted under these plans to
certain employees,  corporate officers,  non-employee directors and consultants.
The  purchase  price of  incentive  stock  options must equal or exceed the fair
market  value of the Common  Stock at the grant date and the  purchase  price of
non-statutory  stock  options may be less than fair  market  value of the Common
Stock at grant date.  Effective June 14, 2000,  the Prior Plans were  superseded
with the  adoption of the 2000 Plan except to the extent of options  outstanding
under the Prior Plans. The Company has allocated 300,000 shares, 750,000 shares,
600,000  shares and 4,000,000  shares for the 1989 Plan, the 1992 Plan, the 1994
Plan and the 1996 Plan,  respectively.  The outstanding shares granted under the
Prior  Plans  generally  vest in  equal  annual  installments  over  four  years
beginning  one year from the grant date and  expire ten years from the  original
grant date. No further grants will be issued from the Prior Plans.

     The 2000 Plan provides for awards which include  incentive  stock  options,
non-qualified  stock options,  restricted  shares,  stock  appreciation  rights,
performance shares,  stock payments and dividend equivalent rights.  Included in
the 2000  Plan is an  employee  stock  purchase  program  which has not yet been
implemented.  Officers, key employees,  directors and independent contractors or
agents of the Company may be eligible to  participate  in the 2000 Plan,  except
that  incentive  stock  options may only be granted to employees of the Company.
The 2000 Plan  supersedes and replaces the Prior Plans and the Directors'  Plan,
except to the extent of options  outstanding  under those  plans.  The  purchase
price for awards granted from the 2000 Plan may not be less than the fair market
value at the date of grant.  The maximum  amount of shares that could be awarded
under the 2000 Plan over its term is 8,000,000  shares,  of which  approximately
5,843,514  shares  have been  granted or issued and  1,042,499  shares have been
cancelled netting 4,801,015 shares,  which were granted or issued under the 2000
Plan as of December 31, 2002.  Awards  granted under the 2000 Plan expire on the
date determined by the Plan  Administrators as evidenced by the award agreement,
but shall not  expire  later  than ten years  from the date the award is granted
except for grants of  restricted  shares  which expire at the end of a specified
period if the specified service or performance conditions have not been met.

Stock Option Summary:

     In connection with certain employment  agreements and/or related to service
performance,  the Company has granted its  executives,  directors  and  eligible
employees,  non-qualified  stock options to purchase shares of Common Stock. The
options  generally  become  exercisable  in equal  installments  over four years
beginning  one year from the grant date and  expire ten years from the  original
grant date. The following table summarizes all stock option activity:


<TABLE>
<CAPTION>
<S>     <C>                                     <C>                <C>               <C>

                                                               Weighted
                                                                Average
                                           Exercise Price      Exercise              Stock
                                              per Share          Price              Options
---------------------------------------------------------------------------------------------
Outstanding at January 1, 2000..........   $ 0.67  - 55.50     $ 16.91           3,157,926
   Granted..............................     9.28  - 21.31        9.80           1,015,500
   Exercised............................     4.00  - 15.00        8.69             (96,298)
   Canceled.............................     8.00  - 28.00       14.60             (29,826)
---------------------------------------------------------------------------------------------
Outstanding at December 31, 2000........     0.67  - 55.50       15.34           4,047,302
   Granted..............................     7.25  - 10.68        8.67             608,000
   Exercised............................     0.67  -  9.31        8.84             (35,690)
   Canceled.............................     7.63  - 28.00        9.99             (60,500)
---------------------------------------------------------------------------------------------
Outstanding at December 31, 2001........     1.00  - 55.50       14.60           4,559,112
   Granted..............................     0.51  -  1.35        0.83           3,272,710
   Canceled.............................     0.91  - 40.75       15.73          (3,358,489)
---------------------------------------------------------------------------------------------
Outstanding at December 31, 2002........   $ 0.50  - 55.50      $ 3.69           4,473,333
---------------------------------------------------------------------------------------------

Options outstanding by price range at
   December 31, 2002....................   $ 0.51  -  0.51      $ 0.51             840,000
                                           $ 0.91  -  0.91      $ 0.91           1,791,770
                                           $ 1.00  -  7.13      $ 2.16             896,614
                                           $ 7.25  - 30.75      $13.02             907,449
                                           $31.25  - 55.50      $42.75              37,500
Exercisable at:
December 31, 2000.......................   $ 0.67  - 55.50      $17.99           1,955,916
December 31, 2001.......................   $ 1.00  - 55.50      $16.76           2,815,521
December 31, 2002.......................   $ 0.51  - 55.50      $ 6.24           2,117,521
</TABLE>


     In accordance  with APB Opinion No. 25 and related  interpretations  and in
connection with accounting for the Company's stock-based compensation plans, the
Company  recorded  $80,000 for the year ended  December 31, 2000 with respect to
variable   stock   options  and  options   granted  at  less  than  fair  value.
Additionally,  in January 1998, the Company issued loans to the Chief  Executive
Officer,  President  and Chief  Financial  Officer for the purpose of exercising
stock options.  In accordance  with the  accounting  guidance for these types of
loans,  the Company  recorded  deferred  compensation of $2.7 million related to
these  loans.   The  Company  recorded   $538,000,   $538,000  and  $540,000  of
compensation expense related to these loans for each of the years ended December
31, 2002,  2001 and 2000,  respectively.  The deferred  compensation  related to
these loans was fully  amortized  as of December  31,  2002,  as such no further
future amortization expense will be incurred.

     In November 2002, the Board of Directors  approved a Stock Option  Exchange
Program for certain  key  employees.  The program  allowed  these  employees  to
exchange  each fully vested stock option with an exercise  price of greater than
$5.00 for one-half share of restricted Common Stock. The restricted Common Stock
will be fully  vested by December 31,  2003.  The total number of stock  options
exchanged  and canceled  under this program was  2,253,750  shares and the total
number of  restricted  Common Stock issued was 1,126,875  shares.  In accordance
with the accounting guidance for this type of transaction,  the Company recorded
deferred  compensation  of $507,000,  which is being  amortized over the vesting
period.  As of December  31, 2002,  the Company  recorded  amortization  expense
related to the restricted stock of $254,000.

SFAS No. 123 Pro Forma Disclosure:

     If the Company had elected to recognize stock compensation expense based on
the fair  value  of the  options  granted  at  grant  date  for its  stock-based
compensation plans consistent with the method of SFAS No. 123, the Company's net
loss and loss per share  would  have  been  increased  to the pro forma  amounts
indicated below:
<TABLE>
<CAPTION>
<S>     <C>                                             <C>                     <C>                     <C>


                                                         2002                   2001                   2000
     ----------------------------------------- --- ----------------- -- --------------------- -- ------------------
     Net loss
       As reported...........................        $ (15,960,000)           $ (16,402,000)        $ (25,993,000)
        Stock-based employee cost included
          in reported net loss...............              538,000                  538,000               540,000
       Pro forma stock-based employee
          compensation cost under SFAS No.
          123................................           (2,701,000)              (4,717,000)           (6,129,000)
                                                   -----------------    ---------------------    ------------------
        Pro forma............................        $ (18,123,000)           $ (20,581,000)        $ (31,582,000)
     ----------------------------------------- --- ----------------- -- --------------------- -- ------------------
     Loss per share - basic and diluted:
        As reported......................            $       (0.78)           $       (0.88)        $       (1.42)
        Pro forma........................            $       (0.88)           $       (1.10)        $       (1.73)
     ----------------------------------------- --- ----------------- -- --------------------- -- ------------------
</TABLE>

     The fair value of each option grant was estimated  using the  Black-Scholes
option pricing model using the Multiple Option approach  whereby a separate fair
value is  computed  for each  vesting  increment  of an  option.  The  following
assumptions were used:
<TABLE>
<CAPTION>
<S>     <C>                                             <C>                     <C>                     <C>


                                                         2002                   2001                 2000
     ----------------------------------------- --- ----------------- --- -------------------- -------------------
     Expected dividend yield.............                 0%                     0%                   0%
     Expected stock price volatility.....                75%                     50%                 50%
     Risk-free interest rate.............           3.10% - 5.00%           3.50% - 5.25%       5.75% - 6.00%
     Expected life of options............            2 - 4 years             2 - 4 years         2 - 4 years
     ----------------------------------------- --- ----------------- --- -------------------- -------------------
</TABLE>

     Under  these  assumptions,  the  weighted  average  fair value of the stock
option  grants  during the years ended  December  31,  2002,  2001 and 2000 were
$0.48, $3.77 and $4.38,  respectively.  These assumptions are highly subjective,
in  particular  the expected  stock price  volatility of the  underlying  stock.
Because changes in these subjective input  assumptions can materially affect the
fair value estimate, in management's opinion, the existing models do not provide
a reliable single measure of the fair value of its stock options.

     The weighted average remaining  contractual life of options  outstanding at
December  31,  2002,  2001 and 2000 was 7.3  years,  6.3  years  and 7.1  years,
respectively.

Warrants:

     From time to time warrants are issued to consultants of the Company or will
be  issued  in  connection  with  an  equity  investment  in the  Company  or in
connection with other private placements.  The following is a description of the
significant warrants that have been issued over time:

1993 and 1994 Warrants:

     In 1993 and 1994,  the Company issued  detachable  Common Stock warrants in
connection with a private placement offering and a corporate partner to purchase
a total of 685,714 shares.  Each warrant  provided for the purchase of one share
of Common  Stock at $8.00 per share with the  warrants  expiring on December 31,
2000.  Warrants to purchase 156,115 shares and 1,563 shares of Common Stock were
exercised during 2000 and 1999, respectively.  As of December 31, 2000, warrants
to purchase 45,311 shares of Common Stock expired and were cancelled accordingly
and no  further  warrants  are  outstanding  under  the 1993  and  1994  private
placements.

1994 Convertible Note Warrants:

     In  December  1994,  the  holders of $2.4  million in  principal  amount of
convertible  notes exchanged their notes for shares of Common Stock at $8.00 per
share for 297,776  shares of Common  Stock.  The  conversion  also  provided the
noteholders  with one warrant for every two shares of Common Stock converted for
total warrants  covering  148,888 shares of Common Stock.  Each warrant provided
for the  purchase  of one share of Common  Stock at $8.00 per share and  expired
December 31, 2000. Warrants to purchase 65,566 shares and 4,687 shares of Common
Stock were  exercised  during 2000 and 1999,  respectively.  As of December  31,
2000, the remaining warrants to purchase 17,186,  shares of Common Stock expired
and were cancelled accordingly and no further warrants are outstanding under the
1994 convertible notes.

1995 Selling Agent and Consultant Warrants:

     In January 1995, in connection with a loan received from a principal of its
designated  selling agent, the Company issued warrants to purchase 15,000 shares
of Common Stock.  Each warrant  provided for the purchase of one share of Common
Stock at $10.67 per share with the warrants expiring December 31, 2000. Warrants
to purchase all 15,000 shares of Common Stock were exercised during 2000.

     During 1995 in connection  with our initial  public  offering,  the Company
issued  warrants  to  purchase   805,000  shares  of  Common  Stock  to  various
consultants.  Warrants  covering 770,000 shares provided for the purchase of one
share of Common Stock at $10.67 per share with the warrants  expiring  April 11,
2000. Warrants covering the remaining 35,000 shares provided for the purchase of
one  share of Common  Stock at  $34.75  per  share  with the  warrants  expiring
November  20,  2000.  Warrants to purchase  154,000  shares of Common Stock were
exercised  during 2000.  As of December 31, 2000,  warrants to purchase  651,000
shares of Common Stock  expired and were  cancelled  accordingly  and no further
warrants are outstanding under the 1995 consultant warrants.

Consultant Warrants:

     From 1997 to 2001, the Company has issued  warrants to various  consultants
in connection with consulting agreements and a co-development  agreement.  As of
December  31,  2002,  warrants to  purchase a total of 365,000  shares of Common
Stock  remained  outstanding  related to the warrants  granted from 1997 through
2001.  These  warrants were priced at the fair market value on the date of grant
and the prices  ranged  from $7.00 to $30.75  per share  with  expiration  dates
ranging from January 2003 through January 2010.  During 2002, the Company issued
to a  consultant  a warrant to purchase  43,750  shares of Common  Stock with an
exercise  price of $0.91 and  expiration  date of February  2012. The consulting
agreements can be terminated by the Company at any time with only those warrants
vested as of the date of  termination  exercisable.  None of the above  warrants
were  exercised in 2002,  2001 or 2000.  As of December  31,  2002,  warrants to
purchase 88,000 shares of Common Stock expired and were cancelled accordingly.

     In  connection  with the  consulting  warrants  the  Company is required to
record deferred  compensation  expense based on a Black-Scholes  valuation model
and amortized  over the vesting  period of the warrant.  As of December 31, 2002
and 2001, the Company had deferred  compensation balances of $11,000 and $3,000,
respectively.   The  Company  recorded  an  increase  to  deferred  compensation
associated  with the change in the value of these  warrants  of $27,000  for the
year ended  December 31, 2002 and $205,000 for the year ended  December 31, 2000
and for  the  year  ended  December  31,  2001,  the  Company  reduced  deferred
compensation by $109,000. The fluctuations in deferred compensation are a result
of variable  accounting  combined with a fluctuating  stock price from period to
period.  The  Company  recorded  compensation  expense of  $24,000,  $25,000 and
$224,000 for the years ended December 31, 2002, 2001 and 2000, respectively.

1997 Private Placements:

     In 1997, in connection  with three private equity  placements as previously
discussed,  the Company issued warrants to purchase  1,416,000  shares of Common
Stock  with  50% of the  warrants  exercisable  at  $55.00  per  share  and  50%
exercisable at $60.00 per share expiring in December 2001. For the purchasers of
900,000  shares,  the  warrant  price was  amended to be $35.00 per share and an
additional  450,000  warrants at $35.00 per share were issued in accordance with
the  Amendment  Agreement.  These  additional  warrants also expired in December
2001. For the purchasers of 500,000  shares,  the Company  amended their warrant
agreements by changing the warrant exercise price to $20.00 per share,  reducing
the number of warrant  shares issued from 500,000  warrants to 450,000  warrants
and adding a call  provision  to the warrant  agreement  allowing the Company to
require  the  exercise  of the  warrants  according  to the terms of the amended
warrant  agreements.  These warrants were subsequently  amended again, to extend
the expiration  date to December 31, 2003 and reduce the exercise price to $1.00
per share. In addition, in connection with these private equity placements,  the
Company  also  issued  warrants to purchase  250,000  shares of Common  Stock to
various  selling  agents.  In  consideration  for reducing the exercise price to
$1.00 per share and  extending  the  expiration  date to December 31, 2004,  the
warrant shares were reduced to 125,000 shares.  As of December 31, 2002, none of
the 1997 private placement  warrants had been exercised and warrants to purchase
1,366,000 shares of Common Stock expired and were cancelled accordingly.

Pharmacia Warrants:

     During  1999 and 2000,  in  connection  with the loans  received  under the
Credit Agreement with Pharmacia, the Company issued 360,000 warrants to purchase
Common Stock at an exercise  price of $11.87 per share for 120,000 shares issued
on May 10, 1999, $14.83 per share for 120,000 shares issued on November 12, 1999
and $20.62 per share for the final 120,000  shares  issued on May 23, 2000.  The
warrants expire 5 years from the date of issuance.  As of December 31, 2002 none
of the warrants had been exercised.

2002 Private Placement:

     In August 2002, in connection with a private equity placement as previously
discussed,  the Company issued warrants to purchase  2,800,000  shares of Common
Stock with an exercise  price of $0.50 per share  expiring in August  2007.  The
shares  underlying  these warrants have not been  registered and the Company has
also agreed to provide the investors certain  registration  rights in connection
with this transaction.

2002 Convertible Debt Warrants:

     In connection  with each borrowing  under the Debt  Agreement,  the Company
will issue to the Lenders a warrant to purchase  one-quarter (1/4) of a share of
Miravant  Common  Stock for every $1.00  borrowed.  The  exercise  price of each
warrant  will be equal to the  greater of $1.00 per share or 150% of the average
of the closing  prices of Miravant's  Common Stock for the ten (10) trading days
preceding  the  date of the  Note.  In  addition,  upon  execution  of the  Debt
Agreement the Company issued the Lenders a warrant to acquire  250,000 shares of
the Company's  Common  Stock,  with an exercise  price of $0.50 per share.  Each
warrant will terminate on December 31, 2008,  unless previously  exercised.  The
Company has also agreed to provide the Lenders  certain  registration  rights in
connection  with this  transaction.  On December 19, 2002, the Company  borrowed
$1.0 million  pursuant to the Debt  Agreement,  and issued the Lenders a warrant
exercisable for 250,000 shares of our Common Stock at $1.17 per share.

Warrant Summary:

     As of December 31, 2002, the Company has warrants outstanding to purchase a
total of 4,642,850  shares of its Common Stock at an average  exercise  price of
$2.56,  with expiration  dates ranging from January 2003 through  February 2012.
The following table provides further detail on the warrants outstanding by price
range:

 <TABLE>
<CAPTION>
<S>     <C>                                                     <C>                     <C>                     <C>


                                                                Exercise Price      Weighted Average         Warrant
                                                                  per Share          Exercise Price          Shares
-------------------------------------------------------------------------------------------------------------------------
Warrants outstanding by price range at December 31, 2002.....  $ 0.50  -   0.50          $  0.50           3,050,000
                                                               $ 0.91  -  11.87          $  3.48           1,272,850
                                                               $13.31  -  28.00          $ 17.84             300,000
                                                               $30.75  -  30.75          $ 30.75              20,000
                                                              ------------------------------------------------------------
Total warrants outstanding at December 31, 2002................$ 0.50  -  30.75          $  2.56           4,642,850
==========================================================================================================================

</TABLE>

4.       Employee Benefit Plans

     The  Company has  available  a  retirement  savings  plan for all  eligible
employees who have  completed  three months and 500 hours of service and who are
at least  21 years of age.  The  plan  has  received  Internal  Revenue  Service
approval  under  Section  401(a) of the  Internal  Revenue  Code.  Participating
employees are 100% vested upon entering the plan and no matching contribution is
made by the Company.

     In December  1996,  the Board of Directors  approved  the Miravant  Medical
Technologies  401(k) - Employee Stock  Ownership Plan or the ESOP which provides
substantially  all employees with the  opportunity for long-term  benefits.  The
ESOP was  implemented  by  management on July 1, 1998 and operates on a calendar
year  basis.  In  conjunction  with the ESOP,  the Company  registered  with the
Securities and Exchange  Commission 300,000 shares of the Company's Common Stock
for purchase by the ESOP.  The ESOP provides for eligible  employees to allocate
pre-tax  deductions from payroll which are used to purchase the Company's Common
Stock at fair market value on a bi-weekly  basis.  The ESOP also  provides for a
discretionary  contribution made by the Company based on the amounts contributed
by the  participants.  The amount to be contributed by the Company is determined
by the  Board  of  Directors  prior  to the  start of each  plan  year.  Company
contributions,  which the Board of Directors determined to be 100% for the 2002,
2001 and 2000 plan  years,  are made on a  quarterly  basis and vest over a five
year period.  Total Company matching  contributions for 2002, 2001 and 2000 were
not significant.

5.        Provision for Income Taxes

     Deferred  income taxes  reflect the net tax effects of net  operating  loss
carryforwards,   credits  and  temporary   differences   between  the  financial
statements and tax basis of assets and  liabilities.  Significant  components of
the  Company's  deferred  tax assets and  liabilities  as of  December 31 are as
follows:


<PAGE>

<TABLE>
<CAPTION>
<S>                                                     <C>                             <C>             <C>



                                                             2002                           2001
                                                 ----------------------------------------------------------------
                                                      Current      Non-current       Current       Non-current
                                                 --------------------------------------------------------------
      Deferred tax assets:
        Uniform capitalization..................       $     --     $      --       $ 75,000     $      --
        Other accruals and reserves.............        106,000            --        168,000            --
        Capitalized research and development....             --       778,000             --       778,000
        Non-cash loss in investment.............             --     1,749,000                    1,493,000
        Net operating losses and tax credits....             --    70,190,000             --    69,564,000
                                                 --------------------------------------------------------------
      Total deferred tax assets.................        106,000    72,717,000        243,000    71,835,000
      Deferred tax liabilities:
        Amortization and depreciation
        expense.................................             --     1,541,000             --       953,000
        Federal benefit for state income taxes            7,000     2,539,000         17,000     2,677,000
                                                 --------------------------------------------------------------
      Total deferred tax liabilities............          7,000     4,080,000         17,000     3,630,000
                                                 --------------------------------------------------------------
      Net deferred tax assets...................         99,000    68,637,000        226,000    68,205,000
      Less valuation reserve....................        (99,000)  (68,637,000)      (226,000)  (68,205,000)
                                                 --------------------------------------------------------------
                                                    $      --   $        --        $      --    $       --
                                                 ==============================================================
</TABLE>

     The Company has net operating loss  carryforwards  for federal tax purposes
of $170.5  million,  which  expire in the years  2003 to 2022.  Research  credit
carryforwards  aggregating  $9.0 million are available for federal and state tax
purposes and expire in the years 2003 to 2022.  The Company also has a state net
operating loss  carryforward of $36.4 million which expires in the years 2003 to
2007.  Of the $36.4  million in state net operating  loss  carryforwards,  $19.4
million  will expire  during 2003 and 2004.  Under  Section 382 of the  Internal
Revenue Code, the  utilization of the Company's tax net operating  losses may be
limited based on changes in the percentage of ownership in the Company.

6.    Commitments and Contingencies

     The Company has entered into  agreements  with  various  parties to perform
research and development  and conduct  clinical trials on behalf of the Company.
For the research and  development  agreements,  the Company has the right to use
and  license,  patent  and  commercialize  any  products  resulting  from  these
agreements.  The Company does not have any financial commitments with respect to
these  agreements  and  records  these  expenses as the  services  and costs are
incurred.  The Company has also entered into  licensing  and OEM  agreements  to
develop,  manufacture and market drugs and devices for photodynamic  therapy and
other related  uses.  The  agreements  provide for the Company to receive or pay
royalties at various rates.  The Company has recorded  royalty  income  received
from device sales of $75,000 for the year ended December 31, 2001 and no royalty
income for the years ended  December  31, 2000 and 2002.  Additionally,  for the
years  ended  December  31,  2002,  2001 and 2000,  the Company has not paid any
royalties under these agreements.

     In 1994,  the Company  entered into a  development  and  commercial  supply
agreement with Pharmacia to receive  formulation and packaging  services for one
of the Company's  drugs at specified  prices.  For the years ended  December 31,
2002, 2001 and 2000 the Company paid $5,000,  $38,000 and $372,000 respectively,
and recorded as expense $5,000, $21,000 and $308,000 respectively, primarily for
the  cost  of  drug  formulation  and  development.  In  1998,  the  rights  and
obligations under this agreement were transferred to Fresenius AG with operating
terms remaining the same.

     Under the prior License Agreements, Pharmacia has provided the Company with
funding  and  development  for the right to sell and market the funded  products
once approved.  For the years ended December 31, 2002, 2001 and 2000 the Company
recorded  license revenues of $20,000,  $302,000 and $4.5 million  respectively,
related to the reimbursement of certain  preclinical  studies and clinical trial
costs. In March 2002, all License Agreements with Pharmacia were terminated.

     Certain of the Company's research has been funded in part by Small Business
Innovation  Research and/or National Institutes of Health grants. As a result of
such funding,  the United States  Government  has or will have certain rights in
the technology developed which includes a non-exclusive, worldwide license under
such inventions of any governmental purpose and the right to require the Company
to grant an  exclusive  license  under any of such  inventions  to a third party
based on certain  criteria.  The Company  recorded no income from grants for the
year ended  December 31, 2002 and 2001 and recorded  $112,000 for the year ended
December 31, 2000.

     The Company is involved in certain claims and inquiries that are routine to
its business.  Legal proceedings tend to be unpredictable  and costly.  Based on
currently  available  information,  management  believes that the  resolution of
pending claims,  regulatory  inquiries,  and legal  proceedings  will not have a
material adverse effect on the Company's  operating results,  financial position
or liquidity position.

7.       Leases

     During 2002,  the Company had leases for four buildings for a total average
monthly rental expense of approximately  $124,000. One of the leases was assumed
by an unrelated party in its entirety in March 2002. Another lease was sublet in
December  1999 to two  separate  parties  and expires in August 2003 at the same
time as our lease.  Currently  sublease  rental  income  from  these  parties is
$37,000 per month,  which  represents most of the Company's rental cost. A third
lease, which formerly contained our bulk API manufacturing operations,  has been
assumed by an unrelated party from January 1, 2003 through December 31, 2005 and
pays the full cost of the building directly to the landlord. The Company will be
responsible  for the  lease  for the  remainder  of the term of the  lease  from
January 1, 2006 through March 2006 at a monthly cost  currently at $26,000.  The
final lease,  which  currently  contains the entire  operations  of the Company,
expires in August 2003 with two one-year options available to renew. The monthly
base rent amount is approximately  $52,000. All leases and subleases provide for
annual  rental  increases  based upon a consumer  price  index and all  sublease
rental income is netted against the Company's rent expense.

     In May 2001, in connection  with the Asset  Purchase  Agreement,  Pharmacia
agreed to assume the lease  obligations  and  related  building  property  taxes
through December 31, 2003 for the Company's bulk API manufacturing facility. The
total  amount of the rental and property  tax  payments  made by Pharmacia  were
accounted for as a capital  contribution and rent expense,  or as a component of
cost of goods sold,  over the lease  obligation  term. In 2002,  Pharmacia  paid
$40,000 related to the rent for the bulk API  manufacturing  facility,  of which
the Company  recorded  $10,000 as rent expense and $30,000 as cost of good sold.
In 2001,  Pharmacia paid $194,000 related to the rent and property taxes for the
bulk API  manufacturing  facility,  of which the Company has recorded $50,000 as
rent  expense,  $110,000 as cost of goods sold and $34,000 into the value of the
year end bulk API  inventory.  In March  2002,  the 2001  Credit  Agreement  was
amended and the Company had agreed to reassume the lease obligations and related
property  taxes  through the  remainder of the lease term,  or March 2006. As of
January 2003, this facility was subleased through December 2005.

     Future minimum operating lease payments, net of sublease rental income, are
as follows:

 <TABLE>
<CAPTION>
<S>                                                     <C>                     <C>                     <C>


                                                      Lease Amount             Minimum
                                                         Payable          Sublease Revenues           Net
                                                    ------------------   --------------------  ------------------
        2003.......................................... $ 1,112,000           $    684,000           $  428,000
        2004..........................................     324,000                324,000                   --
        2005..........................................     332,000                332,000                   --
        2006..........................................      83,000                     --               83,000
        2007 and thereafter...........................          --                     --                   --
                                                    ------------------   --------------------  ------------------
        Total minimum lease payments.................. $ 1,851,000           $  1,340,000            $ 511,000
                                                    ------------------   --------------------  ------------------
</TABLE>

     Rent  expense was $1.1  million for each of the years  ended  December  31,
2002, 2001 and 2000, respectively,  net of sublease income of $408,000, $384,000
and $365,000, respectively.

8.       Related Party Transactions

     In April 1998,  the Company  entered into a $2.0 million  revolving  credit
agreement with its affiliate,  Ramus.  Between 1998 and 1999, Ramus borrowed the
entire $2.0 million  available  under the credit  agreement.  As of December 31,
2002, the balance of the loan,  including  principal and accrued  interest,  was
$2.7  million.  The loan,  which was used to fund  Ramus'  clinical  trials  and
operating  costs,  accrues interest at a variable rate (4.25% as of December 31,
2002)  based on the  Company's  bank  rate.  In March  2000,  the loan  term was
extended  indefinitely.  It was determined that it was probable that the Company
would be unable to collect  the  amounts  due from Ramus  under the  contractual
terms of the loan  agreement.  Therefore,  the Company has established a reserve
for the entire  outstanding  balance of the loan receivable at December 31, 2002
and 2001 and no interest  income is being accrued under the loan. The Company is
currently in  discussions  with Ramus to convert the entire  amount of the loans
receivable from Ramus,  including accrued and unpaid interest to Ramus preferred
stock.

     In July 1996, a partner in a law firm used by the Company for outside legal
counsel  was  elected by the Board of  Directors  to serve as  Secretary  of the
Company. In connection with general legal services provided by the law firm, the
Company  recorded  as expense  $47,000,  $55,000 and $40,000 for the years ended
December 31, 2002, 2001 and 2000,  respectively.  From 1996 through December 31,
2002, this  individual's  law firm has received  warrants to purchase a total of
131,250 shares of Common Stock for his services as acting in-house legal counsel
and Secretary of the Company.

9.       Fair Value of Financial Instruments

     The  following is  information  concerning  the fair value of each class of
financial instrument as of December 31, 2002 and 2001:

Cash, cash equivalents, accounts receivable and marketable securities:

     The carrying  amounts of cash, cash  equivalents,  accounts  receivable and
marketable equity securities  approximate their fair values. Fair values of cash
equivalents and marketable securities are based on quoted market prices.

Debt:

     At December  31,  2002,  the fair value of the  Company's  obligations  are
approximately $11.1 million estimated based on the Company's current incremental
borrowing rate or similar types of financing arrangements. At December 31, 2001,
the carrying amount of the Company's  obligations  approximate their fair values
due to variable interest rates on these obligations.

10.       Investments in Affiliate

     During 2000 and again in 2002, the Company  determined  that the decline in
the  value of its  investment  in  Xillix  was  other-than-temporary.  Since the
Company made the  investment in June 1998,  the value of the Xillix common stock
had decreased by approximately  70% through 2000 and approximately an additional
20% through  2002 and had been at similar  levels for at least nine months prior
to the  write-down.  In December 2000, the Company  recognized a loss write-down
totaling $3.5 million and in December 2002 another  $598,000 loss write-down was
recorded, to reduce its investment in Xillix to its estimated current fair value
based on quoted market prices as of December 31, 2002.  This loss is included in
"Non-cash  loss in  investment"  in the  consolidated  statements of operations,
stockholders'  equity  (deficit)  and cash flows.  As of December 31, 2002,  the
Company still holds the 2,691,904  shares of Xillix common stock received in the
original  investment  transaction.  The adjusted cost basis in the investment is
$393,000  and  this   investment   will   continue  to  be   classified   as  an
available-for-sale   investment  recorded  at  fair  value  with  any  resulting
unrealized gains or losses included in "Accumulated other comprehensive loss" in
the consolidated balance sheet and statement of stockholders' equity (deficit).

11.      Quarterly Results of Operations (Unaudited)

  <TABLE>
<CAPTION>
<S>     <C>                                                  <C>                <C>                      <C>            <C>

                                                                                    Three Months Ended
                                                        ----------------------------------------------------------------------------
2001:                                                      March 31,           June 30,          September 30,        December 31,
                                                        ----------------    ---------------    ------------------    ---------------
Revenues.........................................         $      82,000       $  2,483,000         $     783,000       $  1,335,000
Costs and expenses...............................             4,549,000          4,786,000             5,346,000          5,649,000
Net interest and other income (expense)..........              (327,000)           275,000              (337,000)          (366,000)
                                                        ----------------    ---------------    ------------------    ---------------
Net loss.........................................         $  (4,794,000)      $ (2,028,000)        $  (4,900,000)      $ (4,680,000)
                                                        ================    ===============    ==================    ===============

Net loss per share:
    Basic and diluted............................        $        (0.26)      $      (0.11)        $       (0.26)      $      (0.25)
                                                        ================    ===============    ==================    ===============

2002:
Revenues.........................................        $      499,000       $         --         $         --        $         --
Costs and expenses...............................             4,767,000          3,622,000            3,911,000           3,454,000
Net interest and other income (expense)..........              (207,000)            44,000               38,000            (580,000)
                                                        ----------------    ---------------    ------------------    ---------------
Net loss.........................................        $   (4,475,000)      $ (3,578,000)        $ (3,873,000)       $ (4,034,000)
                                                        ================    ===============    ==================    ===============

Net loss per share:
    Basic and diluted............................        $        (0.24)      $      (0.19)        $      (0.19)       $      (0.16)
                                                        ================    ===============    ==================    ===============
</TABLE>

12.       Subsequent Events

     In  January  2003,  February  2003 and March  2003,  the  Company  received
borrowings of $1.0 million in each of those months under the Debt  Agreement and
the Company  issued the Lenders a Note  convertible  into Common  Stock at a per
share price of $0.97, $1.62 and $1.53, respectively.  In addition, in connection
with these borrowings,  the Company issued three separate of warrants of 250,000
shares each at exercise prices of $1.16 per share, $1.95 per share and $1.83 per
share,  related to the January 2003,  February  2003 and March 2003  borrowings,
respectively.

     In connection with the Debt Agreement,  the Lenders obligation to fund each
borrowing  request is  subject  to  material  conditions  described  in the Debt
Agreement. In addition, the Lenders may terminate its obligations under the Debt
Agreement  if: (i) Miravant  has not filed an NDA by March 31,  2003,  (ii) such
filing has been rejected by the Federal Drug Administration,  or (iii) Miravant,
in  the  reasonable  judgment  of  the  Lenders,  is not  meeting  its  business
objectives.  In March 2003,  the Company has  received a waiver from the Lenders
with regard to the NDA filing deadline of March 31, 2003. This deadline has been
extended to the end of the third quarter of 2003.

     In March 2003, the Company  finalized the negotiation with Pharmacia for an
extension on its first debt payment of $5.0  million,  which was due on March 5,
2003.  The  first  payment  of $5.0  million  is now due on June  30,  2003.  In
connection with the extension of the first debt payment date, the Company agreed
to pay a total of $250,000 payable in two installments of $125,000 each on March
24, 2003 and April 17, 2003. This amount related to the interest accrued through
March 5, 2003 of $229,000 as well as an  extension  fee of $21,000.  The Company
paid the first installment of $125,000 on March 24, 2003.


<PAGE>



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

         None.


<PAGE>



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     This  information is incorporated by reference to the Company's  definitive
proxy  statement to be filed  pursuant to Regulation 14A not later than 120 days
after the end of the Company's fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

     This  information is incorporated by reference to the Company's  definitive
proxy  statement to be filed  pursuant to Regulation 14A not later than 120 days
after the end of the Company's fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     This  information is incorporated by reference to the Company's  definitive
proxy  statement to be filed  pursuant to Regulation 14A not later than 120 days
after the end of the Company's fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     This  information is incorporated by reference to the Company's  definitive
proxy  statement to be filed  pursuant to Regulation 14A not later than 120 days
after the end of the Company's fiscal year.

ITEM 14.   CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures.

     Our  chief  executive  officer  and  our  chief  financial  officer,  after
evaluating our  "disclosure  controls and  procedures" (as defined in Securities
Exchange Act of 1934 (the "Exchange  Act") Rules 13a-14(c) and 15-d-14(c)) as of
a date (the  "Evaluation  Date")  within 90 days  before the filing date of this
Annual Report on Form 10-K,  have concluded that as of the Evaluation  Date, our
disclosure  controls and procedures are effective to ensure that  information we
are  required to disclose in reports  that we file or submit  under the Exchange
Act is recorded,  processed,  summarized  and  reported  within the time periods
specified in Securities and Exchange Commission rules and forms.

     (b) Changes in internal controls.

     Subsequent to the Evaluation Date, there were no significant changes in our
internal  controls  or in other  factors  that  could  significantly  affect our
disclosure controls and procedures,  nor were there any significant deficiencies
or material  weaknesses  in our internal  controls.  As a result,  no corrective
actions were required or undertaken.


<PAGE>



                                     PART IV

ITEM 15.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      Financial Statements

     (i)  The following  financial  statement  documents are included as part of
          Item 8 to this Form 10-K:

                  Index to Consolidated Financial Statements:        Page

                  Report of Independent Auditors                      61
                  Consolidated Balance Sheets as of
                      December 31, 2002 and 2001                      62
                  Consolidated Statements of Operations for the
                      years ended December 31, 2002, 2001 and 2000    63
                  Consolidated Statements of Stockholders'
                      Equity (Deficit) for the years ended December 31,
                      2002, 2001 and 2000                             64
                  Consolidated Statements of Cash Flows for the
                      years ended December 31, 2002, 2001 and 2000    65
                  Notes to Consolidated Financial Statements          66

         (ii)     Schedules required by Article 12 of Regulation S-X:

                  All schedules are omitted because the required information is
                  not present or is not present in amounts sufficient to require
                  submission of the schedule or because the information required
                  is given in the consolidated financial statements or notes
                  thereto.

(b)               Index to Exhibits:

                  See Index to Exhibits on pages 87 to 90

(c)               Reports on Form 8-K:

                           On December 19, 2002, Miravant Medical Technologies
                           announced that it entered into a Convertible Debt and
                           Warrant Purchase Agreement, or Debt Agreement, with a
                           group of private accredited investors, or the
                           Lenders. The $12.0 million Debt Agreement allows the
                           Company to borrow up to $1.0 million per month, with
                           any unused monthly borrowings to be carried forward.
                           The maximum aggregate loan amount is $12.0 million
                           with the last available borrowing in November 2003.


<PAGE>




                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S>             <C>                                                                             <C>             <C>

                                                                                                            Incorporating
Exhibit                                                                                                     Reference
Number                                                 Description                                          (if applicable)
------                                                 -----------                                          ---------------
3.1             Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant
                filed with the Delaware Secretary of State on September 12, 1998.                           [D][3.1]
3.2             Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant     [C][3.11]
                filed with the Delaware Secretary of State on July 24, 1995.
3.3             Restated Certificate of Incorporation of the Registrant filed with the Delaware Secretary   [B][3.1]
                of State on December 14, 1994.
3.4             Certificate of Amendment of the Certificate of Incorporation of the Registrant filed with   [A][3.2]
                the Delaware Secretary of State on March 17, 1994.
3.5             Certificate of Amendment of the Certificate of Incorporation of the Registrant filed with   [A][3.3]
                the Delaware Secretary of State on October 7, 1992.
3.6             Certificate of Amendment of the Certificate of Incorporation of the Registrant filed with   [A][3.4]
                the Delaware Secretary of State on November 21, 1991.
3.7             Certificate of Amendment of the Certificate of Incorporation of the Registrant filed with   [A][3.5]
                the Delaware Secretary of State on September 27, 1991.
3.8             Certificate of Amendment of the Certificate of Incorporation of the Registrant filed with   [A][3.6]
                the Delaware Secretary of State on December 20, 1989.
3.9             Certificate of Amendment of the Certificate of Incorporation of the Registrant filed with   [A][3.7]
                the Delaware Secretary of State on August 11, 1989.
3.10            Certificate of Amendment of the Certificate of Incorporation of the Registrant filed with   [A][3.8]
                the Delaware Secretary of State on July 13, 1989.
3.11            Certificate of Incorporation of the Registrant filed with the Delaware Secretary of State   [A][3.9]
                on June 16, 1989.

3.12            Amended and Restated Bylaws of the Registrant.                                              [D][3.12]
4.1             Specimen Certificate of Common Stock.                                                       [B][4.1]
4.2             Form of Convertible Promissory Note.                                                        [A][4.3]
4.3             Form of Indenture.                                                                          [A][4.4]
4.4             Special Registration Rights Undertaking.                                                    [A][4.5]
4.5             Undertaking Agreement dated August 31, 1994.                                                [A][4.6]
4.6             Letter Agreement dated March 10, 1994.                                                      [A][4.7]
4.7             Form of $10,000,000 Common Stock and Warrants Offering Investment Agreement.                [A][4.8]
4.8             Form of $55 Common Stock Purchase Warrant.                                                  [E][4.1]
4.9             Form of $60 Common Stock Purchase Warrant.                                                  [E][4.2]
4.10            Form of $35 Amended and Restated Common Stock Purchase Warrant.                             [F][4.1]
4.11            Form of Additional $35 Common Stock Purchase Warrant.                                       [F][4.2]
4.12            Warrant to Purchase 10,000 Shares of Common Stock between the Registrant and Charles S.     [G][4.12]
                Love.*

4.13            Form of $20 Private Placement Warrant Agreement Amendment No. 1.                            [I] [4.13]
4.14            Form of Common Stock Purchase Warrant between the Registrant and Nida & Maloney.
4.15            Form of Common Stock Purchase Warrant between the Registrant and Pharmacia Corporation.
4.16            Preferred Stock Rights Agreement dated July 13, 2000.                                       [H] [4.1]
4.17            Form of Common Stock Purchase Warrant between the Registrant and Purchasers.                [BB] [10.3]
4.18            Form of Note Warrant between the Registrant and the Purchaser.                              [CC] [10.4]
10.1            Master Lease Agreement dated March 16, 1993 between the Registrant and Citicorp Leasing,
                Inc.                                                                                        [A][10.2]
10.2            Standard Industrial / Commercial Lease dated June 10, 1992 between the Registrant and
                Santa Barbara Research Center.                                                              [A][10.3]
10.3            Addendum to Standard Industrial / Commercial Lease dated June 10, 1992 between the
                Registrant and Santa Barbara Research Center.                                               [A][10.4]
10.4            Roof Agreement dated October 26, 1993 between the Registrant and Santa Barbara Research
                Center.                                                                                     [A][10.5]
10.5            Employment Agreement dated as of October 1, 1992 between PDT Pharmaceuticals, Inc. and
                Dr. Gary S. Kledzik.**                                                                      [A][10.6]
10.6            PDT, Inc. Stock Option Plan dated September 19, 1989.**                                     [A][10.9]
10.7            PDT, Inc. Stock Option Plan dated September 3, 1992.**                                      [A][10.10]
10.8            PDT, Inc. 1994 Stock Option Plan dated December 2, 1994.**                                  [A][10.11]
10.9            PDT, Inc. Non-Employee Directors' Stock Option Plan.**                                      [A][10.12]
10.10           Letter Agreement dated December 6, 1993 between the Registrant and Cordis Corporation.*     [J][10.13]
10.11           Letter Agreement dated December 10, 1993 between the Registrant and Boston Scientific
                Corporation.*                                                                               [J][10.14]
10.12           License Agreement dated July 1, 1989 between the Registrant and The University of Toledo,
                The Medical College of Ohio and St. Vincent Medical Center as amended.*                     [J][10.17]
10.13           License and Distribution Agreement dated April 1, 1992 between the Registrant and
                Laserscope, a California Corporation.*                                                      [J][10.18]
10.14           Form of Directors' and Officers' Indemnification Agreement.                                 [A][10.22]
10.15           OEM Agreement dated June 1, 1992 between the Registrant and Laserscope, a California
                Corporation.*                                                                               [J][10.23]
10.16           Employment Agreement with David E. Mai dated February 1, 1991, as amended.**                [J][10.24]
10.17           Form of Consulting Agreement.                                                               [K][10.1]
10.18           Amendment to PDT, Inc. Stock Option Plan dated September 19, 1989.**                        [L] [10.1]
10.19           Amendment to PDT, Inc. 1994 Stock Option Plan dated December 2, 1994.**                     [L][10.2]
10.20           Employment Agreement with John M. Philpott dated as of March 20, 1995, as amended.**        [M] [10.43]
10.21           Form of Amended and Restated Financial Services Agreement between Registrant and HAI
                Financial, Inc.                                                                             [M] [10.46]
10.22           Development and Distribution Agreement between Registrant and Iridex Corporation.*          [N][10.1]
10.23           Commercial Lease Agreement between Registrant and Santa Barbara Business Park, a            [N][10.2]
                California Limited Partnership.(1)

10.24           PDT, Inc. 1996 Stock Compensation Plan.**                                                   [O]
10.25           Form of Amendment No. 3 to 1989 Stock Option Agreement.**                                   [P][10.4]
10.26           Investment Agreement dated December 27, 1996 between PDT Cardiovascular, Inc. and Ramus
                Medical Technologies.*                                                                      [Q] [10.16]
10.27           Co-Development Agreement dated December 27, 1996 between PDT Cardiovascular, Inc. and
                Ramus Medical Technologies.                                                                 [Q] [10.17]
10.28           Series A Preferred Stock Registration Rights Agreement dated December 27, 1996 between
                PDT Cardiovascular, Inc. and Ramus Medical Technologies.*                                   [Q] [10.18]
10.29           Amended and Restated 1996 Stock Compensation Plan.**                                        [R]
10.30           PDT, Inc. 401(k)-Employee Stock Ownership Plan.**                                           [S][10.2]
10.31           Credit Agreement dated April 1, 1998 between the Registrant and Ramus Medical               [T][10.5]
                Technologies.*

10.32           Convertible Promissory Note dated April 1, 1998 between the Registrant and Ramus Medical    [T][10.6]
                Technologies.*
10.33           Strategic Alliance Agreement dated June 2, 1998 between the Registrant and Xillix           [T][10.7]
                Technologies Corp.*
10.34           Subscription Agreement relating to the Registrant's Common Stock dated June 2, 1998         [T][10.8]
                between the Registrant and Xillix Technologies Corp.
10.35           Subscription Agreement relating to Xillix's Common Stock dated June 2, 1998 between the     [T][10.9]
                Registrant and Xillix Technologies Corp.
10.36           Commercial Lease Agreement dated May 27, 1998 between the Registrant and Raytheon Company.  [A][10.4]
10.37           Equity Investment Agreement dated January 15, 1999 between the Registrant and Pharmacia &   [U][10.1]
                Upjohn, Inc., and Pharmacia & Upjohn, S.p.A.*

10.38           Credit Agreement between the Registrant and the Lender.*                                    [U][10.2]
10.39           Warrant Agreement between the Registrant and Pharmacia & Upjohn, Inc.*                      [U][10.3]
10.40           Security Agreement between the Registrant and the Secured Party.*                           [U][10.4]
10.41           Registration Rights Agreement between the Registrant and Pharmacia & Upjohn, Inc.*          [U][10.5]
10.42           Amended and Restated Ophthalmology Development & License Agreement between the Registrant
                and Pharmacia & Upjohn AB.*                                                                 [U][10.6]
10.43           Cardiovascular Right of First Negotiation between the Registrant and Pharmacia & Upjohn,
                Inc.*                                                                                       [U][10.7]
10.44           Amendment No. 8 dated as of January 1, 2000 to Employment Agreement between the
                Registrant and Gary S. Kledzik.**                                                           [V][10.1]
10.45           Amendment No. 13 dated as of January 1, 2000 to Employment Agreement between the
                Registrant and David E. Mai.**                                                              [V][10.2]
10.46           Amendment No. 5 dated as of January 1, 2000 to Employment Agreement between the
                Registrant and John M. Philpott.**                                                          [V][10.3]
10.47           Miravant Medical Technologies 2000 Stock Compensation Plan                                  [W] [4.1]
10.48           Amended and Restated Credit Agreement dated May 24, 2001 between the Registrant and         [Y]
                Pharmacia Treasury Services AB.**

10.49           Manufacturing Facility Asset Purchase Agreement dated May 24, 2001 between the Registrant   [Y]
                and Pharmacia & Upjohn Company.
10.50           Site Access License Agreement dated May 31, 2001 between the Registrant and Pharmacia &     [Y]
                Upjohn Company.

10.51           APA Escrow Agreement dated May 31, 2001 between the Registrant and Pharmacia & Upjohn       [Y]
                Company.

10.52           API Escrow Agreement dated May 24, 2001 between the Registrant and Pharmacia & Upjohn       [Y]
                Company.

10.53           Amended and Restated Development and License Agreement dated June 8, 1998 between the       [T]
                Registrant and Pharmacia & Upjohn S.p.A.*

10.54           Amendment dated as of December 16, 1996 to Product Supply Agreement between Registrant      [Z] [10.20+]
                and Pharmacia & Upjohn S.p.A. and Pharmacia & Upjohn AB.
10.55           SnET2 Device Supply Agreement for Ophthalmology dated as of December 20, 1996 between       [Z] [10.21+]
                Registrant and Pharmacia & Upjohn AB.
10.56           Amendment No. 9 dated as of January 1, 2001 to Employment Agreement between the             [X] [10.1]
                Registrant and Gary S. Kledzik.**
10.57           Amendment No. 14 dated as of January 1, 2001 to Employment Agreement between the            [X] [10.2]
                Registrant and David E. Mai.**
10.58           Amendment No. 6 dated as of January 1, 2001 to Employment Agreement between the             [X] [10.3]
                Registrant and John M. Philpott.**
10.59           Contract Modification and Termination Agreement dated March 5, 2002 between the             [AA] [10.1]
                Registrant and Pharmacia Corporation.
10.60           Securities Purchase Agreement dated August 28, 2002 between the Registrant and the          [BB] [10.1]
                Purchasers.

10.61           Registration Rights Agreement dated August 28, 2002 between the Registrant and the          [BB] [10.2]
                Purchasers.

10.62           Common Stock Warrant  Purchase  Certificate  dated August 28, 2002 between the  Registrant  [BB] [10.3]
                and the Purchasers.
10.63           Convertible  Debt and Warrant  Purchase  Agreement  dated  December  19, 2002  between the  [CC] [10.1]
                Registrant and the Purchaser.
10.64           Registration Rights Agreement dated December 19, 2002 between the Registrant and the        [CC] [10.2]
                Purchaser.

10.65           Form of Convertible Promissory Note between the Registrant and the Purchaser.               [CC] [10.3]
10.66           Form of Note Warrant between the Registrant and the Purchaser.                              [CC] [10.4]
10.67           Loan  Origination  Warrant  dated  December  20,  2002  between  the  Registrant  and  the  [CC] [10.5]
                Purchaser.

21.1            Subsidiaries of the Registrant.
23.1            Consent of Independent Auditors.
99.1            Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18
                u.s.c. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002.
</TABLE>

-------------------------------------------


[A]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Registration Statement on Form S-1
           (File No. 33-87138).
[B]        Incorporated by reference from the exhibit referred to in brackets
           contained in Amendment No. 2 to the Registrant's Registration
           Statement on Form S-1 (File No. 33-87138).
[C]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-Q for the quarter ended June
           30, 1995, as amended on Form 10-Q/A dated December 6, 1995 (File No.
           0-25544).
[D]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-Q for the quarter ended
           September 30, 1998 (File No. 0-25544).
[E]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Registration Statement on Form S-3
           dated July 30, 1998 (File No. 333-39905).
[F]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 8-K dated June 30, 1998 (File No.
           0-25544).
[G]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-Q for the quarter ended March
           31, 1998 (File No. 0-25544).
[H]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 8A dated July 18, 2000 (File No.
           0-25544).
[I]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-K for the year ended December
           31, 1999 (File No. 0-25544).
[J]        Incorporated by reference from the exhibit referred to in brackets
           contained in Amendment No. 1 to the Registrant's Registration
           Statement on Form S-1 (File No. 33-87138).
[K]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 8-K dated June 22, 1995 (File No.
           0-25544).
[L]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-Q for the quarter ended
           September 30, 1995 (File No. 0-25544).
[M]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-K for the year ended December
           31, 1995 (File No. 0-25544).
[N]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-Q for the quarter ended June
           30, 1996 (File No. 0-25544).
[O]        Incorporated by reference from the Registrant's 1996 Definitive Proxy
           Statement filed June 18, 1996
[P]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-Q for the quarter ended
           September 30, 1996 (File No. 0-25544).
[Q]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-K for the year ended December
           31, 1996 (File No. 0-25544).
[R]        Incorporated by reference from the Registrant's 1996 Definitive Proxy
           Statement filed April 24, 1997.
[S]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-Q for the quarter ended June
           30, 1997 (File No. 0-25544).
[T]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-Q for the quarter ended June
           30, 1998 (File No. 0-25544).
[U]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 8-K dated January 15, 1999 (File
           No. 0-25544).
[V]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-Q for the quarter ended March
           31, 1999 (File No. 0-25544).
[W]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form S-8 dated August 29, 2000 (File
           No. 0-25544).
[X]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-Q for the quarter ended March
           31, 2001 (File No. 0-25544).
[Y]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-Q for the quarter ended June
           30, 2001 (File No. 0-25544).
[Z]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 10-K for the year ended December
           31, 1996 (File No. 0-25544).
[AA]       Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 8-K dated March 11, 2002 (File No.
           0-25544).
[BB]       Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 8-K dated September 3, 2002 (File
           No. 0-25544).
[CC]       Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Form 8-K dated December 19, 2002 (File
           No. 0-25544).

**         Management contract or compensatory plan or arrangement.
*          Confidential portions of this exhibit have been deleted and filed
           separately with the Commission pursuant to Rule 24b-2
           under the Securities Exchange Act of 1934.

(1)        The material has been filed  separately on paper pursuant to a
           request  granted by the Commission for a continuing  hardship
           exemption from filing electronically.



<PAGE>




                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             Miravant Medical Technologies

                                           /S/ Gary S. Kledzik
                                           -------------------
                                               Gary S. Kledzik, Ph.D.
                                               Chief Executive Officer and
                                               Chairman of the Board

Dated:  March 28, 2003


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S>                                            <C>                                              <C>



Signature                                   Title                                                Date

/S/ Gary S. Kledzik                         Chairman of the Board, Director,                     March 28, 2003
------------------------------------        and Chief Executive Officer,
    Gary S. Kledzik, Ph.D.                 (Principal Executive Officer)


/S/ David E. Mai                            Director and President                               March 28, 2003
------------------------------------
    David E. Mai

/S/ John M. Philpott                        Chief Financial Officer and Treasurer                March 28, 2003
------------------------------------       (Principal Financial Officer and
    John M. Philpott                        Principal Accounting Officer)


/S/ Larry S. Barels                         Director                                            March 28, 2003
------------------------------------
    Larry S. Barels

/S/ Charles T. Foscue                       Director                                            March 28, 2003
------------------------------------
    Charles T. Foscue

</TABLE>