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, 1999

                                       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)

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

     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. [ ]

     The   approximate   aggregate   market   value  of  voting  stock  held  by
non-affiliates as of March 10, 2000 based upon the last sale price of the Common
Stock reported on the Nasdaq National Market was approximately $316,762,249. 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 10, 2000 was
18,182,761.



ITEM 1.  BUSINESS

General

     Miravant  Medical  Technologies,  formerly  PDT,  Inc.,  is  engaged in the
integrated  development  of  drugs  and  medical  device  products  for  use  in
PhotoPoint(TM),   our  proprietary   technologies  for   photodynamic   therapy.
PhotoPoint  is a  medical  procedure  which  integrates  the use of  proprietary
light-activated  drugs,  proprietary  light producing devices and light delivery
devices to achieve  selective  photochemical  destruction of diseased  cells. We
believe  that  PhotoPoint  has  the  potential  to  be a  safe,  cost-effective,
minimally  invasive  primary or adjunctive  treatment for indications in a broad
number of  disease  areas,  including  ophthalmology,  oncology,  cardiovascular
disease  and  dermatology.  We  are  currently  conducting  clinical  trials  in
ophthalmology and oncology testing our leading drug candidate,  SnET2 (tin ethyl
etiopurpurin).  We are developing  products in collaboration  with our corporate
partners,   including  certain   subsidiaries  of  Pharmacia  &  Upjohn,   Inc.,
collectively,  with Pharmacia & Upjohn,  Inc., referred to as Pharmacia & Upjohn
in this report.

     Effective  September  15,  1997,  we  changed  our name from PDT,  Inc.  to
Miravant Medical Technologies.

     See "--Risk  Factors" for a discussion of certain  risks,  including  those
relating to our operating  losses,  our early stage of the  development  and our
products, strategic collaborations and forward-looking statements.

Background

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

     Photoselective  drugs  transform  light  energy into  chemical  energy in a
manner  similar  to  the  action  of   chlorophyll  in  green  plants.   Certain
photoselective    drugs    accumulate   and   are   retained   in   fast-growing
(hyperproliferating)  cells.  Hyperproliferation  is a  characteristic  of cells
associated with a variety of diseases such as cancer, certain vascular disorders
and skin diseases such as psoriasis.

     A photoselective drug is typically  administered by intravenous  injection.
The drug is inactive until exposed to light of a specific wavelength,  which can
vary depending on the drug's molecular  structure.  Exposing the target cells to
the appropriate light wavelength  permits  selective  activation of the retained
drug and initiates a chemical  reaction that generates a highly reactive form of
oxygen.  High  concentrations  of this form of oxygen lead to destruction of the
cellular membrane and, ultimately,  cell death. The response of the target cells
depends  on,  among other  factors,  the drug dose,  the amount of light  energy
delivered, the physiology of the cell and the vasculature in the diseased areas.
Neither the drug nor the light on its own can cause the desired effect. The drug
is a catalyst which transfers energy. The chemical reaction stops when the light
is turned off. The result of this process is that  diseased  cells are destroyed
with minimal damage to surrounding normal tissues,  offering the potential for a
more  selective  method  of  treating  disease  than  surgery,  chemotherapy  or
radiation and thermal laser  therapy,  which can damage both normal and abnormal
tissues.

     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  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.

     While light of a specific wavelength is used to cause a photoselective drug
to produce  chemical  reactions  leading  to cell  death,  light of a  different
wavelength  can be  used  to  cause  the  same  drug to  fluoresce  (glow).  The
fluorescent property of photodynamic drugs offers the potential for their use in
diagnostic 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 industry development has been hindered
by various drawbacks including inconsistent drug purity and performance,  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.

Business Strategy

     Our objective is to apply PhotoPoint -- our  photodynamic  therapy systems,
which integrate  synthetic  photoselective  drugs,  light producing  devices and
light delivery  devices -- as a primary therapy in targeted disease areas and as
an  adjunct  to lower cost  surgery  or other  therapies  in these same or other
disease areas.  Although the potential  applications for our PhotoPoint  systems
are numerous, our focus targets large potential market opportunities or diseases
with significant unmet medical needs.  With this strategy,  we believe we may be
able  to  accelerate  regulatory  processes  where  appropriate  and  facilitate
commercial success. In addition, to facilitate development, regulatory approval,
manufacturing,  marketing and  distribution of our products,  we have or seek to
form  strategic  collaborations  with  partners  who are leaders in our targeted
disease areas.

Technology and Products

     We  are   developing   synthetic   photoselective   drugs   together   with
software-controlled  desktop  light  producing  devices  and fiber  optic  light
delivery and  measurement  devices for the  application of PhotoPoint 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  systems  which offer the
potential for predictable and consistent results.

     Drug  Technology.  We hold exclusive  license rights under certain U.S. and
foreign  patents to  several  classes of  synthetic,  photoselective  compounds,
subject to certain governmental  rights. From our classes of compounds,  we have
selected  SnET2 as our leading drug candidate and have used SnET2 in each of our
clinical  trials to date.  We have granted to  Pharmacia & Upjohn an  exclusive,
worldwide license to use SnET2 in the field of photodynamic  therapy for disease
indications  in the  fields  of  ophthalmology,  oncology  and  urology.  We are
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:

     o    Predictable.  The  synthetic  nature of our  photoselective  compounds
          permits  us to design  drugs  with a single  molecular  structure.  We
          believe  that  this  characteristic  may  facilitate   consistency  in
          clinical   treatment   settings,   as   well  as   predictability   in
          manufacturing and quality control.

     o    Side effects.  Treatments to date have been generally  well-tolerated,
          with  the  primary   side  effect   being  a  mild,   transient   skin
          photosensitivity in some patients.

     o    Versatile. We can select drugs with specific characteristics,  such as
          activation  by a  particular  wavelength  of light.  This  versatility
          provides us with the potential to customize  our drugs for  particular
          uses and to take advantage of semiconductor light technology.

     Light Producing Devices. Because our photoselective drugs are synthetic, we
have been able to  synthesize  and  select  our drugs to be  activated  by light
produced  by  readily  available,  reliable  and  relatively  inexpensive  light
sources.  Our light technologies include  software-controlled  microchip diodes,
light  emitting  diode,  or  LED,   arrays  and  non-thermal   lasers.   We  are
collaborating  with Iridex  Corporation,  or Iridex, on the development of light
producing  devices  for  PhotoPoint  in the  field  of  ophthalmology  and  have
co-developed a portable, solid state diode light device which is currently being
used in clinical trials.

     We believe that our diode and LED array 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  roughly  the size of a
desktop computer,  are smaller and more portable than traditional laser systems.
We believe that our diode  systems have the  potential to offer light  producing
devices that will be more  affordable and convenient than surgical laser systems
historically used in photodynamic therapy.

     Light Delivery and Measurement Devices. We are developing and manufacturing
light delivery and measurement devices,  including a wide variety of fiber optic
light  delivery  devices  with  specialized  tips for use in  PhotoPoint.  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.  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.  Certain of our light delivery devices have been used in
our  clinical  trials.  We have also  developed  light  measurement  devices for
PhotoPoint   including  devices  that  detect  wavelength  and  fluorescence  to
facilitate the measurement of light or drug dose.

Targeted Diseases and Clinical Trials

     We believe that  PhotoPoint has potential in a wide range of  applications.
We have selected, based upon regulatory,  clinical and market considerations,  a
number of disease  applications,  discussed  below,  on which to focus. Of these
applications, age-related macular degeneration, or AMD, currently represents our
highest  priority,  and  represents  the largest  collaborative  effort with our
corporate  partner  Pharmacia & Upjohn.  Our current  clinical  trials use SnET2
together  with  light  producing  devices  and  light  delivery  devices  either
developed  on our own or in  collaboration  with our  partners.  Our decision to
proceed to  clinical  trials in any  application  depends  upon such  factors as
preclinical  results,   governmental  regulatory   communications,   competitive
factors, corporate partner commitment and resources, economic considerations and
our overall business strategy.

Ophthalmology

     We  believe  that  PhotoPoint  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 is a condition
in which new blood  vessels grow  abnormally  under the surface of the retina or
other parts of the eye. These fragile vessels can hemorrhage,  causing  scarring
and damage to the nerve  tissue and lead to loss of vision.  AMD is the  leading
cause of blindness in Americans over age 50. We are conducting  clinical  trials
for the  treatment  of  choroidal  neovascularization  associated  with AMD.  We
targeted  this area  because of the large  potential  market size as well as the
potential for expedited review by governmental  regulatory bodies. In June 1998,
SnET2   received   fast  track   designation   from  the  U.S.   Food  and  Drug
Administration,  or  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 we can
submit data 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. We began Phase III clinical trials for AMD in the United
States in the fourth  quarter of 1998. In November  1999,  we announced  that we
exceeded our enrollment  goal, and clinical  trial  enrollment was  subsequently
closed in December  1999. We are  collaborating  with  Pharmacia & Upjohn on the
co-development of SnET2 in the field of ophthalmology and are collaborating with
Iridex,  through its subsidiary company, Iris Medical Instruments,  Inc., on the
co-development  of light devices in this field.  In addition,  we have conducted
preclinical  studies for the  treatment  of other  ophthalmic  diseases  such as
corneal neovascularization, glaucoma and diabetic retinopathy.

Cardiovascular Disease

     We  are   investigating   the  use  of  PhotoPoint  for  the  treatment  of
cardiovascular  disease. Early preclinical studies with PhotoPoint indicate that
certain   photoselective   drugs   may  be   preferentially   retained   in  the
hyperproliferating and lipid-rich components of arterial plaques, as they are in
cancer  cells.  We are  conducting  preclinical  studies for the  prevention  of
restenosis,  the  renarrowing  of arterial  vessels  following  angioplasty.  We
believe that  PhotoPoint may provide a means of preventing  restenosis,  and may
even allow treatment of diffuse atherosclerosis.

Dermatology

     A number of non-cancerous dermatological disorders have shown potential for
being  treated  with  PhotoPoint.  One of  these is  psoriasis,  a  chronic  and
potentially  debilitating  skin disorder.  We are currently  evaluating  topical
formulations of SnET2 and other compounds for psoriasis and other dermatological
diseases.  We are  continuing  to evaluate  psoriasis as a possible  dermatology
indication  and may  advance to a clinical  trial  based on the  progress of the
development of a topical formulation,  preclinical studies,  communications with
governmental  regulatory  agencies  and  other  factors.   Preparations  include
development  of  light  sources  and  delivery  systems  for use in  dermatology
applications and protocol development for possible clinical trials.

Oncology

     Cancer is a large group of diseases  characterized  by uncontrolled  growth
and spread of  hyperproliferating  cells.  We targeted this area for our initial
products  both  because  of the  large  potential  market  size  as  well as the
potential  for  certain  cancer   treatments  to  receive  expedited  review  by
governmental regulatory bodies.

     Prostate Cancer.  Prostate cancer is the most common malignancy in American
men,  and  mortality  from it is second  only to lung  cancer.  Prostate  cancer
generally  progresses  slowly,  and 58% of all prostate  cancers are  discovered
while still localized  (cancer has not spread beyond the prostate gland). We are
conducting a Phase I clinical  trial using SnET2 for the  treatment of localized
prostate  cancer.  The  decision  whether or not to pursue  additional  clinical
trials in this area will be based in part on resulting  data from this  clinical
trial.

     Other  Cancers.  In 1998,  we announced  that we would no longer pursue the
commercialization  of cutaneous metastatic breast cancer, or CMBC. This decision
was made  because  of  business  considerations  such as the need for  increased
internal  resources  for the  small  market  size,  increased  costs of  meeting
regulatory approval requirements and a lack of a committed marketing partner for
this disease indication. We discontinued trials in AIDS-related Kaposi's sarcoma
for similar reasons,  including our renewed focus on large market  opportunities
and those with significant  unmet medical need. The information we obtained from
these  clinical  trials has provided an invaluable  amount of information on our
PhotoPoint  treatment  in cancer and has  enabled  us to advance in  preclinical
studies for the  treatment  of a variety of other  cancers.  We have an existing
oncology Investigational New Drug application, or IND, under which we may choose
to submit protocols for clinical trials in oncology indications. In addition, we
continue to conduct research in oncology.

Other Disease Areas

     We are investigating the use of PhotoPoint in additional disease areas. Our
decision to proceed to clinical  trials depends upon such factors as preclinical
results, FDA communications,  competitive factors,  corporate partner commitment
and  the   availability   of   financial   and  internal   resources,   economic
considerations  and our overall business  strategy.  This will allow us to focus
our  activities  and resources on disease  applications  which  represent  large
markets and significant unmet medical needs.

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  testing  and gain  access  to  distribution  channels  and
additional technology.

Definitive Collaborative Agreements

Pharmacia & Upjohn

     We have had a collaborative  relationship  with Pharmacia & Upjohn relating
to the  development  and  commercialization  of SnET2  since  1994.  Our current
relationship is critical to our ophthalmology program.

     Our original SnET2 license  agreements with Pharmacia & Upjohn entered into
in 1994 and 1995 provided for:

     o    The co-development of, and exclusive marketing rights to, SnET2 in the
          fields of oncology,  urology and dermatology;
     o    A $13.0 million equity investment in Miravant; and
     o    Formulation of the SnET2 drug product.

     In  1996,   these   agreements   were  amended  to  include  the  field  of
ophthalmology.

     In June 1998, significant  amendments,  referred to as the 1998 Amendments,
were made, resulting in:

     o    Additional financial commitment by Pharmacia & Upjohn to oncology;
     o    Additional flexibility in Miravant's oncology and urology programs;
     o    Increased  reimbursement  commitment  by  Pharmacia  &  Upjohn  to the
          ophthalmology program;
     o    The  development  and  marketing   rights  for  SnET2  in  dermatology
          reverting back to Miravant; and
     o    Transfer of the formulation of SnET2 drug product to Fresenius AG.

     In February  1999,  the  agreements  were again  amended and  supplemented,
collectively referred to as the 1999 Amendments, as follows:

     o    Pharmacia & Upjohn  increased its  participation  in  ophthalmology by
          assuming operational control of the clinical and regulatory aspects of
          the joint ophthalmic programs, including AMD;
     o    Pharmacia & Upjohn made an additional $19.0 million equity  investment
          in  Miravant,  referred  to as the Equity  Investment  Agreement,  and
          extended a line of credit to Miravant of $22.5 million, referred to as
          the Credit Agreement;
     o    Eliminated  future AMD  milestone  payments  and future  oncology  and
          urology clinical reimbursements; and
     o    Added a right of first  negotiation  by  Pharmacia  & Upjohn for SnET2
          marketing  rights in the  cardiovascular  field,  subject  to  certain
          limitations.

     License  Agreements.  Under  the  original  1995  development  and  license
agreement and the 1996, 1998 and 1999 amendments,  described above, collectively
referred  to as the  License  Agreements,  we granted to  Pharmacia  & Upjohn an
exclusive,  worldwide  license  to use,  distribute  and sell  SnET2  for use in
PhotoPoint in the fields of ophthalmology, oncology, urology, and right of first
negotiation in cardiovascular diseases.

         Under the License Agreements:

     o    Pharmacia & Upjohn is responsible  for conducting  certain  aspects of
          clinical  trials  involving SnET2 and to fund other current and future
          preclinical  studies and  clinical  trials  conducted  by us involving
          SnET2;
     o    We are entitled to receive  royalties  on the sale of SnET2,  payments
          for certain  contemplated  indications upon the achievement of certain
          milestones and reimbursement for certain expenses;
     o    Pharmacia  & Upjohn  has agreed to  promote,  market and sell SnET2 in
          certain  fields,  subject to  certain  limitations,  to  refrain  from
          developing or selling other  photodynamic  therapy drugs in the fields
          covered by the License Agreements during the agreement term; and
     o    Pharmacia & Upjohn has a right of first  negotiation  with  respect to
          the marketing rights to any new photodynamic therapy drug developed by
          Miravant in the fields covered by the License  Agreements,  as well as
          right of first negotiation for SnET2 for cardiovascular indications.

     With respect to ophthalmology,  the License  Agreements remain in force for
the  duration of the patents  related to SnET2 or for a period of ten years from
the first commercial sale of SnET2 on a country-by-country  basis,  whichever is
longer.  After  those  periods  have  expired,  Pharmacia  & Upjohn will have an
irrevocable,  royalty-free,  non-exclusive  license  to SnET2.  With  respect to
oncology  and  urology,  the License  Agreement  remains in force for so long as
Pharmacia & Upjohn is required to pay royalties,  and, under certain provisions,
may terminate the agreement as early as July 1, 2000.

     Equity  Investment  Agreement.  In connection with the 1999 Amendments,  we
entered into the Equity  Investment  Agreement,  under which  Pharmacia & Upjohn
purchased  from Miravant  1,136,533  shares of our Common Stock for an aggregate
purchase price of $19.0  million.  This agreement is in addition to the 1995 and
1994 stock purchase agreements, under which Pharmacia & Upjohn purchased a total
of 725,001 shares of Common Stock from us for a total of $13.0 million.

     Credit Agreement.  In connection with the 1999 Amendments,  we entered into
the Credit  Agreement  under  which  Pharmacia & Upjohn will lend us up to $22.5
million in the form of  quarterly  term  loans to be used to support  Miravant's
ophthalmology,  oncology and other development  programs, as well as for general
corporate  purposes,  subject to certain  affirmative,  negative  and  financial
covenants and requirements. In connection with the Credit Agreement, Pharmacia &
Upjohn may also receive a total of up to 360,000 warrants to purchase our Common
Stock, of which 240,000 warrants have been issued as of December 31, 1999.

     Drug  Supply  Agreement.  Under  a  Drug  Supply  Agreement  we  agreed  to
manufacture,  or have  manufactured,  and  supply to  Pharmacia  & Upjohn,  upon
specified payment terms,  Pharmacia & Upjohn's requirements of SnET2 in finished
pharmaceutical  form  for  clinical  and  commercial  purposes  in the  area  of
photodynamic  therapy  in the fields of  oncology  and  ophthalmology.  The Drug
Supply  Agreement  remains  in  force  for the term of the  License  Agreements,
subject to termination under certain limited circumstances. Upon termination, we
have agreed to continue  to provide  SnET2 to  Pharmacia & Upjohn on terms to be
negotiated by the parties.

     Device  Supply  Agreement.  Under a Device Supply  Agreement,  we appointed
Pharmacia  &  Upjohn  as  a  non-exclusive   worldwide  distributor  of  certain
instruments  developed,  manufactured  or  licensed by  Miravant  that  produce,
deliver or measure  light,  collectively  known as light  devices,  for use with
SnET2 in photodynamic therapy in the fields contained in the License Agreements.
The Device  Supply  Agreement  provides  for the sale by Miravant to Pharmacia &
Upjohn of such light devices at specified  rates and we are  responsible for the
development and regulatory approval of the light devices. During the term of the
Device  Supply  Agreement,  Pharmacia & Upjohn is  prohibited  from  developing,
manufacturing   or   purchasing   from  third  parties  such  light  devices  or
distributing  or  selling  them for use with any  photodynamic  drug  other than
SnET2.  If,  however,  we decide not to or are unable to manufacture or supply a
particular  light  device,  Pharmacia & Upjohn is entitled to  manufacture  that
device. The Device Supply Agreement remains in force for the term of the License
Agreements, subject to earlier termination under limited circumstances.

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:

     o    Miravant  with the  exclusive  right to  co-develop  with Iridex light
          producing  devices  for use in  photodynamic  therapy  in the field of
          ophthalmology;
     o    We will conduct  clinical trials and make regulatory  submissions with
          respect to all  co-developed  devices and Iridex will  manufacture all
          devices  for  such  trials,  with  costs  shared  as set  forth in the
          agreement; and
     o    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 (10) 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
its commercialization 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, among
other items, exclusive, worldwide rights:

     o    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);
     o    To make, use, sell, license or sublicense certain of the compounds for
          which we have provided Toledo with financial support; and
     o    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 sales of
the  compounds.  As of December 31, 1999,  no royalties had been paid or accrued
since no drug or related  product  had been sold.  Under the  agreement,  we are
required to satisfy certain development and commercialization  objectives.  This
agreement terminates upon the expiration or non-renewal of the last patent which
may issue under this  agreement,  currently  2013.  By its terms,  however,  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.

Fresenius AG

     Formulation  Agreement.  In August 1994, we entered into a supply  contract
with  Pharmacia  & Upjohn  to  develop  an  emulsion  formulation  suitable  for
intravenous  administration of SnET2.  Under this agreement,  Pharmacia & Upjohn
agreed to the following:

     o    They will be our exclusive supplier of such emulsion products;
     o    They will manufacture and supply all of our worldwide  requirements of
          certain emulsion formulations containing SnET2; and
     o    They will not develop or supply  formulations  or services  for use in
          any photodynamic therapy applications for any other company.

     This agreement continues  indefinitely except that it may be terminated ten
(10) years after the first  commercial  sale of SnET2.  Effective  November  30,
1998,  Pharmacia  &  Upjohn's  rights  and  obligations  under  the  Formulation
Agreement  were assigned to Fresenius Kabi LLC, a subsidiary of Fresenius AG, as
part of an Asset Transfer  Agreement  between  Pharmacia & Upjohn and Fresenius.
Operating  terms of the  Formulation  Agreement  were not changed as part of the
assignment.

Ramus Medical Technologies

     In December 1996,  our wholly owned  subsidiary,  Miravant  Cardiovascular,
Inc.,  entered into a  co-development  agreement with 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 (10) 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.

     In conjunction with the co-development agreement, we purchased a 33% equity
interest  in Ramus for $2.0  million,  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 and Ramus must maintain  certain  financial  and other  covenants.
Additionally,  we entered  into a revolving  credit  agreement  with Ramus which
provided  Ramus with the  ability to borrow up to $2.0  million,  which has been
fully utilized.  The revolving credit agreement,  which was due in full in March
2000, has been  subsequently  extended to a period in the future,  for which the
terms of the extension are currently being negotiated.

Xillix Technologies Corp.

     In  June  1998,   Miravant   purchased  a  9%  equity  interest  in  Xillix
Technologies Corp. for $5.0 million. In conjunction with the investment, we also
entered into an exclusive strategic alliance agreement with Xillix to co-develop
proprietary systems  incorporating  PhotoPoint 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.

Laserscope

     In April 1992,  we entered into a seven (7) year  License and  Distribution
Agreement  with  Laserscope  of San Jose,  California,  a leader in the surgical
laser industry. Under this agreement, among other terms:

     o    We granted to Laserscope  rights to  manufacture  and sell a dye laser
          module developed by us;
     o    We retained the right to manufacture and sell this system for use with
          our own photoselective drugs; and
     o    Laserscope  agreed  to  pay  to us a  license  fee  and  royalties  on
          Laserscope's sales.

     We had developed this light  producing  device prior to the  development of
our current  diode  light  systems.  This  agreement  terminated  in April 1999;
Laserscope  now  holds  a  fully  paid-up,  non-exclusive  license  to  use  the
technology.

Letter Agreements

     Miravant has also entered into the following Letter Agreements. There is no
assurance that definitive agreements will evolve from these collaborations.

Boston Scientific Corporation

     In December 1993, we executed a strategic development letter agreement with
Boston Scientific Corporation, a leading developer, manufacturer and marketer of
catheter-based  medical technology,  for the joint development of catheter-based
light  delivery  devices  for  photodynamic  therapy in the  fields of  urology,
pulmonology and  gastroenterology.  The letter  agreement is intended to provide
the framework for a more definitive agreement,  relating to, among other things,
the  distribution,  manufacturing  and  licensing  of  developed  products,  and
continues until the parties enter into such an agreement.

Chiron Diagnostics

     In November 1997, we executed a letter of intent with Chiron Diagnostics, a
subsidiary  of  Bayer  Corporation  and  an  international  leader  in in  vitro
diagnostics,  to collaborate on studies directed towards the early detection and
treatment of lung cancer. The alliance is designed to give us a potentially more
sensitive,  less  invasive  and less  costly way to  identify  patients in early
stages of cancer who are  eligible  for  participation  in  PhotoPoint  clinical
trials. In addition to assisting us in these clinical trials,  Chiron has agreed
to work  exclusively  with us in the field of  photodynamic  therapy for certain
oncology indications.

Cordis Corporation

     In December 1993, we executed a strategic development letter agreement with
Cordis  Corporation,  a  Johnson  & Johnson  company  and a leader  in  coronary
catheter devices,  for the joint  development of  catheter-based  light delivery
devices  for  photodynamic  therapy  in the  cardiovascular  field.  The  letter
agreement under which the parties are  collaborating  is intended to provide the
framework for a more definitive agreement,  relating to, among other things, the
distribution,  manufacturing and licensing of developed products,  and continues
until the parties enter into a definitive agreement.

Medicis Pharmaceutical Corporation

     In October 1997, we executed a letter of intent with Medicis Pharmaceutical
Corporation,  the leading independent  dermatology company in the United States,
to develop and  commercialize  certain  PhotoPoint  procedures  for  dermatology
applications.  The letter  agreement  is intended  to  facilitate  the  clinical
development  of PhotoPoint in  dermatology  and provide the framework for a more
definitive  agreement,  which  would  grant  Medicis  an  exclusive  license  to
distribute and sell certain PhotoPoint products in the United States.

Research and Development Programs

     Our research and  development  programs  are devoted to the  discovery  and
development of drugs and devices for PhotoPoint.  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.

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

     We have pursued and been awarded various  government  grants and contracts,
such as grants  sponsored  by the  National  Institutes  of Health and 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  pharmaceutical  and medical
device companies for certain  elements of our  manufacturing  processes.  We are
licensed by the State of California to  manufacture  bulk drug  substance at our
Santa  Barbara,  California  facility  for  clinical  trial  use.  We  currently
manufacture  SnET2 drug substance,  light  producing  devices and light delivery
devices, and conduct other production and testing activities,  at this location.
However, we have limited capabilities and experience in the manufacture of drug,
light  producing  and light  delivery  products and utilize  outside  suppliers,
contracted  or  otherwise,  for certain  materials  and services  related to our
manufacturing  activities.  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 such supplier is Fresenius,
which processes SnET2 into a sterile  injectable  formulation and packages it in
vials for  distribution  by  Miravant.  We expect to  continue  to  develop  new
formulations  which may or may not have similar  dependencies  on suppliers.  In
addition,  regulatory  approval will be necessary before we can manufacture drug
substance for commercial use.

     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 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.  We have
granted to  Pharmacia & Upjohn the  exclusive,  worldwide  license to market and
sell our leading drug candidate SnET2 in certain disease fields. We have granted
to Iridex  the  worldwide  license  to market  and sell all  co-developed  light
producing devices for use in PhotoPoint in the field of  ophthalmology,  subject
to  certain  provisions  with  Pharmacia  &  Upjohn.  We have a  limited  letter
agreement with Medicis that provides for a worldwide  license to market and sell
certain drugs for use in PhotoPoint in the field of dermatology. Also, under the
terms of our  co-development  arrangements  with Boston  Scientific  and Cordis,
these  companies  have  the  option  of  negotiating  to  enter  into  long-term
agreements  with  Miravant,  under  which they will have a license to market and
sell the  co-developed  medical  catheters - Boston  Scientific in the fields of
urology,   pulmonology  and   gastroenterology   and  Cordis  in  the  field  of
cardiovascular disease - on a worldwide basis. At this time, we have not entered
into such long-term agreements.

     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.

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.

     We are  currently  the record owner of thirty (30) United  States  patents,
expiring during the time frame 2010 through 2018, a substantial  number of which
relate to certain light  delivery and  measurement  devices and methods.  We are
also the record owner of six (6) foreign patents  expiring during the time frame
from 2012 to 2014.  We have a number  of United  States  (and  related  foreign)
patent  applications filed and pending.  In addition,  we have exclusive license
rights under sixteen (16) issued United States patents,  which expire during the
time frame from 2006 through 2013, and four (4) issued foreign patents  expiring
in  2006,   and  under  several   pending   United  States  and  foreign  patent
applications, relating to certain photoselective compounds, as well as rights to
four (4) method-of-use patents and one (1) co-owned formulation patent.

     We obtained  the majority of our  photoselective  compound  patent  rights,
including rights to SnET2,  through an exclusive  License Agreement with Toledo.
This  agreement  is the  basis  for our core  drug  technology.  Certain  of the
foregoing  patents and applications are subject to certain  governmental  rights
described below.

     It is our 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 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.

     Certain  of  our   research,   including   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 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 such inventions for any  governmental  purpose.  In addition,  the
government  has the right to require us to grant an exclusive  license under any
of such inventions to a third party if the government determines that:

     o    Adequate steps have not been taken to commercialize such inventions;
     o    Such action is necessary to meet public health or safety needs; or
     o    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 such requirement is
subject to a discretionary waiver by the government. It is not expected that the
government  will  exercise  any such rights or that such  exercise  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:

     o    Preclinical studies (laboratory and animal tests);
     o    The  submission  to the FDA of an  application  for an IND  exemption,
          which must become effective before human clinical trials may commence;
     o    Adequate and  well-conducted  clinical trials to establish  safety and
          efficacy of the drug for its intended use;
     o    The  submission  to the FDA of a New  Drug  Application,  or 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 preapproval  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.

     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 objects to the IND,  the IND becomes  effective
thirty (30) 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.

     o    Phase I  represents  the initial  introduction  of the drug to a small
          group  of  humans  to  test  for  safety  (adverse  effects),   dosage
          tolerance,   absorption,   distribution,   metabolism,  excretion  and
          clinical  pharmacology  and, if  possible,  to gain early  evidence of
          effectiveness;
     o    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
     o    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 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 such 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 we can submit data 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.  Currently,  devices  indicated  for use in
photodynamic therapy, such as our devices, regardless of classification, must be
evaluated in conjunction with an IND 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  devices,  it may be necessary  for us to submit a PMA or a 510(k) to
the FDA for our PhotoPoint  devices.  Submission of a PMA would include the same
clinical studies  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 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 European Union, or
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,  nonclinical and clinical studies,  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 Miravant.  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  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  will be  required  and that the  ability of any group to
develop advanced devices will be important to market position.  We believe that,
after  approval,  competition  will be based on  product  reliability,  clinical
utility,  patient  outcomes,  marketing and distribution  partner  capabilities,
availability, price and patent position.

     We are aware of various  competitors  involved in the photodynamic  therapy
arena.  We understand that these  companies are conducting  preclinical  studies
and/or  clinical  trials  in  various  countries  and for a variety  of  disease
indications.  One such company is QLT  PhotoTherapeutics  or QLT. We  understand
that QLT's drug  Photofrin(R)  has  received  marketing  approval  in the United
States and certain other countries for various specific disease indications. QLT
has also received an "approvable" letter from the FDA for their drug Visudyne(R)
for the  treatment of AMD, and  therefore may be first to market in this disease
area.

Employees

     As of March 10, 2000,  we employed  147  individuals,  approximately  80 of
which were engaged in research and development, 22 were engaged in manufacturing
and clinical  activities  and 45 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.


RISK FACTORS

     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" and similar  expressions.  These
statements are based on our current  beliefs,  expectations  and assumptions and
are subject to a number of risks and  uncertainties.  Our actual  results  could
differ materially from those discussed in these  statements.  The factors listed
below are not intended to  represent a complete  list of the general or specific
risks  that may  affect  us. It should be  recognized  that  other  risks may be
significant,  presently  or in the  future,  and the risks  set forth  below may
affect us to a greater extent than indicated.

                          RISKS RELATED TO OUR BUSINESS

Our products are in an early stage of development  and may never be successfully
commercialized.

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

     o    Successfully completing our research or product development efforts or
          those of our collaborative partners;
     o    Successfully   transforming  our  drugs  or  devices  currently  under
          development into marketable products;
     o    Obtaining the required regulatory approvals;
     o    Manufacturing  our products at an acceptable cost and with appropriate
          quality;
     o    Favorable acceptance of any products marketed; and
     o    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 may not  successfully  complete the clinical  trials 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 clinical trials prior to regulatory
approval for commercial use, which is a lengthy and expensive  process.  None of
our products 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:

     o    Our ability to  demonstrate  to the FDA that SnET2 or any other of our
          products is safe and efficacious;
     o    Our  ability  to  successfully  complete  the  testing  for any of our
          compounds within any specified time period, if at all;
     o    Clinical  data  reported  may  change  as a result  of the  continuing
          evaluation of patients;
     o    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;
     o    Problems in research and development,  preclinical studies or clinical
          trials that will cause us to delay, suspend or cancel clinical trials;
          and
     o    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.

     To date, we have limited experience in conducting  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  the 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.

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

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

     There can be no assurance  that we will obtain  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 have material  adverse  effects.  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.

     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.  The failure to adequately  demonstrate the
safety and  effectiveness of a product under  development could delay or prevent
regulatory  clearance of the  potential  product and would  materially  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.

Our  collaborative  partners  may  control  aspects of our  clinical  trials and
regulatory submission.

     Our  collaborative  partners have certain rights to control  aspects of our
product and device development and clinical programs. As a result, we may not be
able to conduct these programs in the manner we currently contemplate.

Pharmacia & Upjohn

     In accordance with the 1999 Amendments, we transitioned the majority of the
operations  of the  Phase III  clinical  trials  in AMD to  Pharmacia  & Upjohn.
Pharmacia & Upjohn will now be responsible for directly  funding the majority of
the Phase III AMD clinical trial costs.  We will continue to be responsible  for
the  majority  of the  preclinical  studies  and  part of the  drug  and  device
development and  manufacturing  necessary for the NDA submission in AMD and will
be reimbursed for those costs in accordance with the 1999 Amendments.

Iridex

     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 such trials,  with costs shared as set forth in the
agreement.

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:

     o    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;
     o    Pricing and  reimbursement  policies  of  government  and  third-party
          payors such as insurance companies,  health maintenance  organizations
          and other plan administrators; and
     o    The  possibility  that  physicians,  patients,  payors or the  medical
          community in general may be unwilling to accept,  utilize or recommend
          any of our products.

We will need additional funds to continue our operations in the future.

     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:

     o    The  pace of  scientific  progress  in our  research  and  development
          programs;
     o    The magnitude of our research and development programs;
     o    The scope and results of preclinical studies and clinical trials;
     o    The time and costs involved in obtaining regulatory approvals;
     o    The costs involved in preparing, filing, prosecuting,  maintaining and
     o    The costs involved in any potential litigation;
     o    Competing technological and market developments;
     o    Our ability to establish additional collaborations;
     o    Changes in existing collaborations;
     o    Our dependence on others for development and  commercialization of our
          potential products;
     o    The cost of manufacturing, marketing and distribution; and
     o    The effectiveness of our commercialization activities.

     We  believe  that our cash and  anticipated  sources  of  funding,  the net
proceeds of future  offerings and debt or equity  financings will be adequate to
satisfy our  anticipated  capital needs  through the second  quarter of 2001. We
intend to seek any additional  capital needed to fund our operations through new
collaborations, the extension of our existing collaboration or through public or
private  equity or debt  financings.  However,  additional  financing may not be
available  on  acceptable  terms or at all. Any  inability to obtain  additional
financing would adversely affect 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 have incurred  significant  operating losses since our inception in 1989
and, as of December 31, 1999, had an accumulated deficit of approximately $131.2
million.  We expect to continue to incur significant,  and possibly  increasing,
operating  losses  over the next few years as we  continue  to incur  increasing
costs for  research  and  development,  preclinical  studies,  clinical  trials,
manufacturing  and  general  corporate   activities.   Our  ability  to  achieve
profitability  depends upon our ability,  alone or with others,  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 sales of our drugs and only limited  revenues
have been  generated  from  sales of our  devices.  We do not  expect to achieve
significant levels of revenues for the next few years. Our revenues to date have
consisted,  and for the foreseeable future are expected to consist,  principally
of clinical reimbursements,  grants awarded, license fees, royalties,  milestone
payments, payments for our devices, and interest income.

We may not be able to  successfully  maintain and  establish  collaborative  and
licensing arrangements.

     We have entered into collaborative  relationships with certain corporations
and academic institutions for the research and development,  preclinical studies
and clinical  trials,  licensing,  manufacturing,  sales and distribution of our
products. These collaborative relationships include:

     o    The License Agreements under which we granted to Pharmacia & Upjohn an
          exclusive  worldwide  license  to use,  distribute  and sell SnET2 for
          therapeutic or diagnostic  applications  in  photodynamic  therapy for
          ophthalmology, oncology and urology;
     o    Letter   agreement   with  Boston   Scientific   and  Cordis  for  the
          co-development of catheters for use in photodynamic therapy;
     o    Letter  agreement  with  Medicis  for  the  clinical   development  of
          PhotoPoint in dermatology;
     o    Letter  agreement with Chiron for the early detection and treatment of
          lung cancer;
     o    Definitive   agreements   with  Iridex,   Ramus  and  Xillix  for  the
          development of devices for use in  photodynamic  therapy in the fields
          of ophthalmology,  cardiovascular disease and oncology,  respectively;
          and
     o    Definitive  agreement  with Fresenius for final drug  formulation  and
          drug product supply.

     The amount of royalty revenues and other payments,  if any, ultimately paid
by Pharmacia & Upjohn  globally to Miravant for sales of SnET2 is dependent,  in
part,  on the amount  and  timing of  resources  Pharmacia  & Upjohn  commits to
research and  development,  clinical  testing and  regulatory  and marketing and
sales  activities,  which are entirely within the control of Pharmacia & Upjohn.
Pharmacia & Upjohn may not pursue the development and commercialization of SnET2
and/or may not perform its obligations as expected. Additionally, in March 2000,
Pharmacia & Upjohn  announced that their merger plans entered into with Monsanto
Company  are  expected  to be  completed  on or before  April 1,  2000,  pending
shareholder  approval.  We do not know what impact, if any, this consummation of
proposed merger will have on our relationship  with Pharmacia & Upjohn.  We have
not yet  entered  into  any  definitive  collaborative  agreements  with  Boston
Scientific, Cordis, Medicis or Chiron. These collaborations may not culminate in
definitive  collaborative  agreements  or  marketable  products.   Additionally,
Iridex,  Ramus and Xillix may not continue the development of devices for use in
photodynamic therapy, or such development may not result in marketable products.

     We are  currently at various  stages of  discussions  with other  companies
regarding  the   establishment  of   collaborations.   Our  current  and  future
collaborations  are  important  to us because  they  allow us greater  access to
funds, to research, development or testing resources and to manufacturing, sales
or  distribution  resources  that we would  otherwise  not  have.  We  intend to
continue  to rely on such  collaborative  arrangements.  Some of the  risks  and
uncertainties related to the reliance on collaborations include:

     o    Our  ability  to  negotiate  acceptable  collaborative   arrangements,
          including those based upon existing letter agreements;
     o    Future or existing collaborative arrangements may not be successful or
          may not result in products that are marketed or sold;
     o    Such collaborative relationships may limit or restrict us;
     o    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;
     o    Our  partners  may fail to fulfil  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
     o    Our ability to manage,  interact  and  coordinate  our  timelines  and
          objectives with our strategic partners may not be successful.

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.  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 a couple of key materials
or  services  used by us in our drug  development,  light  producing  and  light
delivery device development and production operations.  Although most of our raw
materials and components are available  from various  sources,  we are currently
developing  qualified backup  suppliers for each of these resources.  We have or
will  enter  into  agreements  with  these  suppliers,  which  may or may not be
successful or which may encounter delays or other problems, which may materially
adversely affect our business.

We may not have adequate protection against product liability or recall.

     The  testing,  manufacture,  marketing  and  sale of  human  pharmaceutical
products  entail  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:

     o    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;
     o    We have not  obtained  liability  insurance  that would  cover a claim
          relating to the clinical or commercial use or recall of our products;
     o    In the absence of  liability  insurance,  claims made  against us or a
          product recall could have a material adverse effect on us;
     o    If we obtain 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 have a material  adverse  effect on our
          financial condition and prospects; and
     o    Liability  claims  relating to our products or a product  recall could
          negatively  effect  our  ability  to  obtain  or  maintain  regulatory
          approval for our products.

     We have agreed to indemnify certain of our  collaborative  partners against
certain potential  liabilities relating to the manufacture and sale of SnET2 and
PhotoPoint light devices.  A successful product liability claim could materially
adversely affect our business, financial condition or results of operations.

We have limited  manufacturing and marketing  capability and experience and thus
rely heavily upon third parties.

     To  be  successful,   our  products  must  be  manufactured  in  commercial
quantities  under current GMP,  prescribed  by the FDA and at acceptable  costs.
Although  we  intend  to  manufacture  drugs  and  devices,   we  have  not  yet
manufactured  any  products  in  commercial  quantities  under  GMP and  have no
experience in such commercial manufacturing.  We currently have the capacity, in
conjunction with our manufacturing partners Fresenius and Iridex, to manufacture
products  at  certain  commercial  levels  and  will be  able to do so upon  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 business  growth could be limited and could be  materially  and
adversely affected.

     We have  no  direct  experience  in  marketing,  distributing  and  selling
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  Pharmacia  & Upjohn and  Iridex  for these  needs for the AMD
project. 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.

We may fail to adequately  protect or enforce our intellectual  property rights,
our patents and our proprietary technology.

     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  have a material  adverse  impact on our
business  and  financial  condition.  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:

     o    The patent  applications  owned by or licensed to us may not result in
          issued patents;
     o    Our issued patents may not provide us with  proprietary  protection or
          competitive advantages;
     o    Our issued patents may be infringed upon or designed around by others;
     o    Our issued  patents may be challenged by others and held to be invalid
          or unenforceable;
     o    The patents of others may have a material adverse effect on us; and
     o    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.  This could have a
material adverse effect on 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.   Such   proceedings  may  materially   adversely  affect  our
competitive  position,  and we may not be  successful  in any  such  proceeding.
Litigation and other proceedings can be 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.
Some of the risks and uncertainties include:

     o    We  do  not  have  contractual   indemnification  rights  against  the
          licensors of the various drug patents;
     o    We may be required to obtain licenses under  dominating or conflicting
          patents or other proprietary rights of others;
     o    Such licenses may not be made available on terms  acceptable to us, if
          at all; and
     o    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.  Also,  our  trade  secrets  may  become  known or be
independently discovered by competitors. 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 its rights to its
unpatented trade secrets and know-how.

We may not be able to attract and retain key personnel and consultants.

     Our success  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.
Competition for such personnel and  relationships is intense,  and we may not be
able to continue to attract and retain such  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. Inventions or processes discovered by such persons will
not necessarily  become our property and may remain the property of such persons
or others.

The price of our Common Stock has been and may continue to be volatile.

     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 have a material
adverse  effect  on  the  market  price  of  the  Common  Stock.  Extreme  price
fluctuations could be the result of the following:

     o    Future   announcements   concerning  Miravant  or  our  collaborators,
          competitors or industry;
     o    The  results  of  our  testing,   technological   innovations  or  new
          commercial products;
     o    The results of  preclinical  studies and clinical  trials by us or our
          competitors;
     o    Technological innovations or new therapeutic products;
     o    Litigation;
     o    Public concern as to the safety, efficacy or marketability of products
          developed by us or others;
     o    Comments by securities analysts;
     o    The achievement of or failure to achieve certain milestones; and
     o    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.  These broad market  fluctuations may materially  adversely
affect the market price of the Common Stock.

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:

     o    Our  stockholders  can act at a duly called annual or special  meeting
          but they may not act by written consent;
     o    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
     o    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  stock.  At this  time we do not have a  Shareholder
Rights Plan in place.  In the future we may consider  implementing a Shareholder
Rights Plan, however, even if implemented, there is no assurance that it will be
approved.

     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 for another
party to acquire, or may discourage another party from acquiring, voting control
of us.

                          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 or may not be
purchased  or sold as  expected.  Our  ability  to  commercialize  our  products
successfully may depend, in part, on the extent to which reimbursement for these
products and related  treatment will be available from  collaborative  partners,
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 have a
material  adverse  effect on our revenues and  profitability  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:

     o    Decreasing the price we, or any of our partners or licensees,  receive
          for any of our products;
     o    Preventing  the  recovery  of  development   costs,   which  could  be
          substantial; and
     o    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 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:

     o    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;
     o    If  regulatory  approval of a product is granted,  such  approval  may
          entail limitations on the uses for which the product may be marketed;
     o    If regulatory approval is obtained,  the product, our manufacturer and
          the  manufacturing  facilities  are  subject to  continual  review and
          periodic inspections;
     o    If regulatory  approval is obtained,  such approval may be conditional
          on the  satisfaction  of the completion of clinical  trials or require
          additional clinical trials;
     o    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
     o    Photodynamic  therapy  products  have been  categorized  by the FDA as
          combination  drug-device  products.  If current or future  drug/device
          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:

     o    Foreign  regulatory   requirements  governing  testing,   development,
          marketing, licensing, pricing and/or distribution of drugs and devices
          in other countries;
     o    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 EU member states;
     o    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
     o    Registration  and approval of a photodynamic  therapy product in other
          countries,  such as  Japan,  may  include  additional  procedures  and
          requirements,  nonclinical and clinical  studies,  and may require the
          assistance of native corporate partners.

We face intense competition and technological uncertainty.

     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.  Further,  our
competitive position could be materially adversely affected 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 of various  competitors  involved in the photodynamic  therapy
arena.  We understand that these  companies are conducting  preclinical  studies
and/or  clinical  trials  in  various  countries  and for a variety  of  disease
indications.  One such company is QLT  PhotoTherapeutics  or QLT. We  understand
that QLT's drug  Photofrin(R)  has  received  marketing  approval  in the United
States and certain other countries for various specific disease indications. QLT
has also received an "approvable" letter from the FDA for their drug Visudyne(R)
for the  treatment of AMD, and  therefore may be first to market in this disease
area.

     The   pharmaceutical   industry   is  subject  to  rapid  and   substantial
technological  change.  Developments  by others may render  our  products  under
development or 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  and  biotechnology  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 a relatively new  enterprise  and 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  than our  products.  We are aware  that one of our  competitors  in the
market for  photodynamic  therapy  drugs has  received  marketing  approval of a
product  for  certain  uses  in the  United  States  and  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
atherosclerosis, 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 products are subject to other state and federal laws, future legislation and
regulations.

     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:

     o    Our  future  capital  and  operational  expenditures  related to these
          matters may increase and become material;
     o    We may also be subject to other  present and  possible  future  local,
          state, federal and foreign regulation;
     o    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;
     o    Such new  legislation or regulations may materially  adversely  affect
          the demand for 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;
     o    The announcement of such proposals may materially adversely affect our
          ability to raise capital or to form collaborations; and
     o    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 involves environmental risks.

     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  materially and adversely  affect us. Further,  the
cost of complying with these laws and regulations may increase materially in the
future.



ITEM 2.  PROPERTIES

     We have entered into four leases for  approximately  101,100 square feet of
office,   laboratory  and  potential   manufacturing  space  in  Santa  Barbara,
California.  The first lease for  approximately  18,900 square feet of space was
entered  into in 1992 and the base rent,  which is  adjusted  annually  based on
increases in the consumer price index, is approximately  $24,400 per month. This
lease was extended in August 1999 and expires in December  2003. The facility is
equipped and licensed to allow certain laboratory testing and manufacturing.  We
manufacture and distribute our active SnET2 drug substance from this facility.

     In the second  half of 1996,  we  entered  into two  additional  leases for
approximately 54,800 square feet of office,  laboratory and manufacturing space.
Each lease  provides for rent to be adjusted  annually based on increases in the
consumer price index and the base rent for both leases is approximately  $56,900
per month.  These leases were  extended in March 1999 and expire in August 2002.
Each leased  property  is located in a business  park and is subject to a master
lease  agreement.  We manufacture our light producing and light delivery devices
and  perform  research  and  development  of  drugs,  light  delivery  and light
producing devices from these facilities.

     In July 1998, we entered into a fourth lease  agreement  for  approximately
27,400 square feet of primarily  office  space.  The base rent for this lease is
approximately  $34,300 per month. The lease expires in October 2003 and provides
for rent to be adjusted annually based on increases in the consumer price index.
The lease also  allows us the  ability to sublet the  property,  which we did in
December 1999. The sublease  agreements  expire in October 2003, with rent based
upon  the  percentage  of  square  footage  occupied.  Rental  income,  which is
approximately  $32,900 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 each of the four  facilities  noted  above,  we may  continue  to incur
additional  costs for the  construction  of the  manufacturing,  laboratory  and
office space associated with these facilities.

     During 1997,  we entered into a letter of intent with a local  developer to
have a facility  constructed to house our operations for the foreseeable future.
We  continue  to work  with the  developer  with the  expected  completion  date
approximately  late  2001 or early  2002.  Depending  on our  future  needs  and
financial capabilities we may or may not continue this project.

     In July 1997, the Company began to sublease approximately 3,900 square feet
of one of its buildings to Ramus Medical  Technologies.  The sublease  agreement
was for two  years  with  rent  based  upon the  percentage  of  square  footage
occupied.  The  sublease  was  extended  in  September  1999 to  March  2000 and
thereafter  will  revert to a month to month  basis.  Rental  income from Ramus,
which is approximately $4,100 per month, is also subject to increases based upon
the consumer price index.

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 1999.

<PAGE>


                                     PART II

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

     Our Common Stock is traded on The Nasdaq  National  Market under the symbol
MRVT. From August 30, 1995 to September 12, 1997, our Common Stock was traded on
The Nasdaq National Market under the symbol PDTI.  Effective September 15, 1997,
we changed our name to Miravant  Medical  Technologies  and our ticker symbol to
MRVT.  The  following  table sets  forth high and low sales  prices per share of
Common  Stock as  reported  on The Nasdaq  National  Market  based on  published
financial sources.

                                                       High        Low
                                                       ----        ---

1999:

   Fourth quarter.....................................$ 14.50     $ 9.00
   Third quarter......................................  11.88       7.00
   Second quarter.....................................  10.13       6.31
   First quarter......................................  16.25       6.81

1998:

   Fourth quarter.....................................$ 17.69     $ 6.13
   Third quarter......................................  28.75       4.69
   Second quarter.....................................  36.00      21.88
   First quarter......................................  39.00      28.56

     As of March 10, 2000, there were  approximately  317 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  5,500.  Except for the three for two
split of the Common Stock declared for  stockholders of record at July 24, 1995,
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. Any future determination to pay dividends will be at the discretion of
the Board of  Directors  and will be  dependent  upon our  financial  condition,
results of operations,  capital requirements and such other factors as the Board
of  Directors  deems  relevant.  Our credit  agreement  with  Pharmacia & Upjohn
prohibits the payment of dividends on the Common Stock.


<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, 1999. The consolidated  financial statements for the five fiscal years ended
December 31, 1999 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>

                                                                  Year Ended December 31,
                                    ----------------------------------------------------------------------------------
                                          1999             1998             1997            1996             1995
                                    ---------------  --------------- ---------------  ---------------  ---------------
                                                     (in thousands, except share and per share data)
Statement of Operations Data:

Revenues .......................     $     14,577     $     10,179     $     2,278     $      3,598     $        521
Costs and expenses..............           37,639           41,788          35,065           22,113           12,416
                                    ---------------  --------------- ---------------  ---------------  ---------------
Loss from operations............          (23,062)         (31,609)        (32,787)         (18,515)         (11,895)
Net interest and other income...              806            3,545           2,578            2,373              185
                                    ---------------  --------------- ---------------  ---------------  ---------------
Net loss........................     $    (22,256)    $    (28,064)    $   (30,209)    $    (16,142)    $    (11,710)
                                    ===============  =============== ===============  ===============  ===============
Net loss per share (1) .........     $      (1.25)    $      (1.94)    $     (2.36)    $      (1.37)    $      (1.19)
                                    ===============  =============== ===============  ===============  ===============
Shares used in computing net
   loss per share (1) ..........       17,768,670       14,464,044       12,791,044      11,786,429        9,861,212
                                    ===============  =============== ===============  ===============  ===============



                                                                        December 31,
                                    ----------------------------------------------------------------------------------
                                           1999             1998             1997            1996             1995
                                       ------------     ------------     -----------     ------------     ------------
Balance Sheet Data:

Cash and marketable securities (2)   $     22,789     $     11,284     $    83,462     $     52,098     $      8,886
Working capital.................           24,933           11,134          80,734           51,519            6,403
Total assets....................           34,952           23,810          93,031           59,886           11,259
Long-term obligations ..........           15,506               --              --               21              203
Accumulated deficit.............         (131,174)        (108,918)        (80,854)         (50,645)         (34,503)
Total shareholders' equity......           14,726           19,686          87,698           56,717            8,167
-----------

(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.
</TABLE>

<PAGE>


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

     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),  our
proprietary  technologies for photodynamic  therapy.  We have been  unprofitable
since our founding  and have  incurred a  cumulative  net loss of  approximately
$131.2  million  as of  December  31,  1999.  We  expect  to  continue  to incur
substantial,  and possibly  increasing,  operating losses for the next few years
due to continued and increased  spending on research and  development  programs,
the funding of preclinical  studies,  clinical trials and regulatory  activities
and the costs of manufacturing and administrative activities.

     Our revenues  primarily  reflect income earned from  licensing  agreements,
grants and royalties  from device  product  sales.  To date, we have received no
revenue  from the sale of drug  products  and we are not  permitted to engage in
commercial  sales of drugs or devices  until such time,  if ever,  as we receive
requisite  regulatory  approvals.  As a  result,  we do  not  expect  to  record
significant product sales until such approvals are received.

     Until we commercialize our product(s), we expect revenues to continue to be
attributable  to licensing  agreements  and grants.  We  anticipate  that future
revenues  and results of  operations  may  continue to  fluctuate  significantly
depending on, among other factors,  the timing and outcome of  applications  for
regulatory approvals,  our or our collaborative partners ability to successfully
manufacture,  market and distribute our drug and device  products,  the level of
participation  of our  collaborative  partners  in our  preclinical  studies and
clinical  trials and/or the  restructuring  or  establishment  of  collaborative
arrangements for the development,  manufacturing,  marketing and distribution of
some of our products.  We anticipate  our  operating  activities  will result in
substantial, and possibly increasing, operating losses for the next few years.

     Under the 1998  Amendments  of the  License  Agreements  with  Pharmacia  &
Upjohn,  we were to conduct all preclinical  studies and U.S. clinical trials in
AMD and would be reimbursed by Pharmacia & Upjohn for all out-of-pocket expenses
incurred.  Pharmacia & Upjohn was to conduct all  international  clinical trials
for AMD.  The 1998  Amendments  also  returned  to us the  rights  for  SnET2 in
dermatology,  and provided for the  quarterly  funding of $2.5 million for eight
quarters for use in our  oncology  and urology  programs.  In January  1999,  we
entered  into  the  Equity  Investment  Agreement,  whereby  Pharmacia  & Upjohn
purchased  1,136,533 shares of our Common Stock for an aggregate  purchase price
of $19.0 million,  or $16.71 per share. Also, in February 1999, under a separate
Credit  Agreement,  Pharmacia  & Upjohn  extended  to us up to $22.5  million in
credit,  which is subject to certain  limitations  and  requirements,  including
interest at a variable  rate,  in the form of up to six  quarterly  loans or new
loans of $3.75  million each to be used to support our  ophthalmology,  oncology
and other development  programs,  as well as for general corporate purposes.  To
date we have  utilized  $15.0  million  of the line of  credit  and we expect to
utilize the remaining $7.5 million available during 2000. Under the terms of the
Credit  Agreement and in  connection  with each  draw-down,  we are obligated to
issue  Pharmacia  & Upjohn a certain  number  of  warrants  based on the  amount
borrowed.  The  exercise  price  of each  warrant  will be  equal to 140% of the
average of the closing bid prices of the Common  Stock for the ten trading  days
immediately  preceding the borrowing request for the related loan. In connection
with the first four quarterly  loans  received,  we issued  warrants to purchase
240,000  shares of Common Stock at an exercise price of $11.87 per warrant share
for 120,000 shares and $14.83 for the remaining 120,000 shares.

     During  the  third  quarter  of  1998  and  in  connection  with  the  1998
Amendments,  we implemented a cost  restructuring  program designed to focus our
resources on our core  development  programs,  which  emphasize  large potential
market  opportunities  and unmet medical  needs.  Additionally,  the program was
designed to utilize the cost reimbursement  components of the 1998 Amendments as
well  as  streamline  administrative  activities,   reduce  overhead  costs  and
eliminate positions that were not central to our core development  programs.  In
February 1999, in connection with the 1999 Amendments, we refined the use of our
resources to correspond  with the change in cost  reimbursement  and  assistance
from Pharmacia & Upjohn while maintaining our core development programs. We will
continue to evaluate  the use of our  resources in  connection  with our funding
provisions,   external   resource   assistance  and  as  opportunities   present
themselves.

     In December  1999, we  transitioned  the majority of the  operations of the
Phase III clinical  trials in AMD to Pharmacia & Upjohn in  accordance  with the
1999 Amendments. Pharmacia & Upjohn will now be responsible for directly funding
the majority of the Phase III AMD clinical  trial costs.  We will continue to be
responsible for the majority of the preclinical studies and part of the drug and
device  development and  manufacturing  necessary for the NDA submission for AMD
and will be reimbursed for those costs in accordance  with the 1999  Amendments.
As a result,  we anticipate our license income related to the  reimbursement  of
out-of-pocket or direct costs, as well as our related expenses, will decrease.

     We are currently  conducting clinical trials in oncology and ophthalmology.
In dermatology,  we are investigating the development of topical formulations of
our  photoselective  drugs.  Based upon the outcome of these studies and various
economic  and  development  factors,   including  cost,  reimbursement  and  the
available  alternative  therapies,  we may or may not elect to  further  develop
PhotoPoint  procedures in oncology,  ophthalmology,  dermatology or in any other
indications.

Results of Operations


     The following  table provides a summary of our revenues for the years ended
December 31, 1999, 1998 and 1997:

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


 ---------------------------------------------------------------------------------------------------------------------------
 Consolidated Revenues                                                   1999               1998                1997
 ---------------------------------------------------------------------------------------------------------------------------
 License - contract research & development.....................       $  13,996,000         $ 9,314,000         $ 1,896,000
 Royalties.....................................................             143,000             191,000             236,000
 Grants........................................................             438,000             674,000             146,000
 ---------------------------------------------------------------------------------------------------------------------------
 Total revenues................................................       $  14,577,000         $10,179,000         $ 2,278,000
 ---------------------------------------------------------------------------------------------------------------------------

</TABLE>


     Revenues. Our revenues increased from $2.3 million in 1997 to $10.2 million
in 1998 and to $14.6 million in 1999.

     The fluctuations in license income are due to the following:

     o    During 1999,  we recorded  revenues of $14.0  million for the specific
          reimbursement of out-of-pocket or direct costs incurred in preclinical
          studies and Phase III  clinical  trials in AMD.  These  reimbursements
          were  recorded  in  accordance  with the 1999  Amendments.  The future
          revenues recorded for ophthalmology cost reimbursement are expected to
          decrease as we have transitioned the majority of the operations of the
          Phase III clinical trials in AMD to Pharmacia & Upjohn. As a result of
          this  transition,  we  anticipate  our license  income  related to the
          reimbursement of out-of-pocket or direct costs incurred will decrease,
          as well as our expenses related to Phase III clinical trials in AMD.

     o    During  1998,  we recorded  revenues of $3.1  million for the specific
          reimbursement  from  Pharmacia  & Upjohn for  out-of-pocket  or direct
          costs incurred in preclinical  studies and clinical trials in AMD from
          the  continuation  of Phase I/II clinical  trials in the first half of
          1998 and the  commencement  of our  Phase III  clinical  trials in the
          second half of 1998. During 1997, we recorded revenues of $724,000 for
          expenditures  related to  preclinical  studies and Phase I/II clinical
          trials in AMD.

     o    During 1998, we recorded  revenues for oncology  expenditures  of $1.2
          million under the 1995 Pharmacia & Upjohn  license  agreement and $5.0
          million  under the 1998  Amendments.  In 1997 revenues of $1.2 million
          were  recorded for the  specific  reimbursement  of oncology  clinical
          program  costs in  metastatic  breast  cancer,  basal cell  carcinoma,
          Kaposi's sarcoma and prostate cancer.  These  fluctuations in revenues
          are based on the timing of reimbursable  costs incurred in preclinical
          studies and clinical trials,  as well as the structure of the payments
          received  under the  different  oncology  agreements.  In the last two
          quarters of 1998, under the 1998 Amendments, we received two quarterly
          payments of $2.5  million  each which were  designed to cover both the
          direct and indirect costs of these programs. In 1997 and the first two
          quarters of 1998, we were  reimbursed  for only the  out-of-pocket  or
          direct costs incurred in these programs.

     The fluctuations in grant income are due to the following:

     o    We were  awarded a two year grant of $1.5  million in 1997.  Since the
          grant period began  October 1 of 1997, we recorded  three,  twelve and
          nine  months  worth  of  grant   revenue  in  1997,   1998  and  1999,
          respectively.  In 1999,  1998 and  1997,  grant  revenue  amounted  to
          $438,000,  $674,000  and  $146,000,  respectively.  Grant  income will
          continue to fluctuate depending on the grant amount received,  if any,
          and the term of the grant award.  We have not yet received any further
          significant  grants  during  1999,  but we  will  continue  to  pursue
          obtaining these grants as a means of funding  research and development
          programs.  There can be no  assurance  that we will be  successful  in
          obtaining such grants.

     The fluctuations in royalty income are due to the following:

     o    We  earned  royalty   income  from  a  1992  license   agreement  with
          Laserscope,  which  provided  royalties on the sale of our  previously
          designed device products.  The fluctuations in revenues recorded are a
          function of the number of device  products  sold by Laserscope in each
          of the respective periods. No further royalty income is expected to be
          received,  as the  Laserscope  license  agreement  terminated in April
          1999.

     In accordance with the 1999 Amendments,  we will only be reimbursed for the
specific costs for preclinical  studies and clinical trials in ophthalmology and
we will no longer be  reimbursed  for any oncology and urology  program costs or
any  milestone  payments  for AMD.  In  connection  with the  Equity  Investment
Agreement  and the Credit  Agreement,  in February 1999 we entered into the 1999
Amendments  to the License  Agreements  which  included the  elimination  of the
remaining  future cost  reimbursements  for  oncology and urology and any future
milestone payments in AMD.

     Research and  Development.  Our research and development  expenses of $29.7
million  in 1999  were  consistent  with  the  $29.2  million  in 1998  and have
increased from the $20.2 million  recorded in 1997. Our research and development
expenses,  net of  license  reimbursement  and grant  research  and  development
reimbursements,  were $15.3  million,  $19.2  million and $18.2 million in 1999,
1998 and 1997, respectively.  Research and development expenses incurred in 1999
related primarily to:

     o    The  costs  associated  with  drug and  device  manufacturing  and the
          screening,   treatment  and   monitoring   of  qualified   individuals
          participating  in  Phase  III  clinical  trials  for AMD  and  Phase I
          clinical trials for prostate cancer;
     o    The ongoing  preparation  of the  documentation  and the collection of
          data for the Phase III clinical trials for AMD and regulatory filings;
          and
     o    The  preclinical  studies and  development  work  associated  with the
          development  of  existing  and new drug  compounds,  formulations  and
          clinical programs.

     For the year ended December 31, 1999 as compared to the year ended December
31,  1998,  we incurred  substantial  increases in our  preclinical  studies and
clinical trial costs related to the Phase III program in AMD. These increases in
1999 were offset by decreases in salary expense,  consultants,  drug formulation
costs for SnET2 and laser purchases. Research and development expenses increased
from 1997 to 1998 due to increased  costs in our Phase I/II AMD clinical  trials
as well as increased costs associated with the preparation of the  documentation
and patient follow up in our CMBC clinical trials. The increase was also related
to increased  costs  incurred in developing  new and existing drug compounds and
increased  amortization  expense  related to our  construction of new laboratory
space.

     Future  research and  development  expenses may fluctuate  depending on the
level of Pharmacia & Upjohn's  involvement in our Phase III AMD clinical trials,
continued  expenses  incurred in our preclinical  studies and clinical trials in
our  ophthalmology,  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,  the  pharmaceutical
manufacturing  scale-up to expand drug  production to commercial  levels and the
expansion of our research and development programs, which includes the increased
hiring of personnel, the continued expansion of 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 to $7.5 million in 1999 from $9.6 million in
1998  and  $13.7  million  in  1997.  The  decrease  in  selling,   general  and
administrative  expenses  from 1997 to 1998 is  primarily  due to a $5.5 million
decrease  in  advertising  expenses.  The  decrease  from  1998  to  1999 is due
primarily to a decrease in costs associated with professional  services received
from  financial  consultants,  attorneys  and public and media  relations  and a
decrease in compensation  expense associated with options and warrants issued to
consultants and expense recorded for the executive option loans.

     Future selling,  general and administrative expenses are expected to remain
relatively  consistent  due to our September  1998 cost  restructuring  program.
Conditions  which may influence these expenses are the level of support required
for research and development  activities,  continuing corporate  development and
professional  services,  compensation  expense associated with stock options and
warrants and financial consultants and general corporate matters.

     Loss in Investment in Affiliate.  In connection  with the $2.0 million line
of credit we have  provided to our  affiliate,  Ramus  Medical  Technologies  or
Ramus, we have recorded a reserve for the entire $2.0 million outstanding credit
line balance plus accrued interest as of December 31, 1999. The $417,000 expense
recorded in 1999  represents a reserve for the final amount of borrowings  under
the credit line plus accrued interest. The $2.9 million expense recorded in 1998
represents a $1.8 million  reserve for funds provided to Ramus in 1998 under the
revolving  credit  agreement,  as well as a  reduction,  based on 100% of Ramus'
losses for the respective  period,  of $895,000 related to our equity investment
made in Ramus in 1996.

     Interest and Other  Income.  Interest  and other  income  decreased to $1.2
million in 1999 from $3.5 million in 1998 and $2.6 million in 1997. The decrease
is  directly  related  to the  decrease  in the  levels  of cash and  marketable
securities earning interest.  The level of future interest and other income will
primarily  be subject to the level of cash  balances we maintain  from period to
period.

     Interest  Expense.  Interest  expense  increased  to  $434,000 in 1999 from
$1,000 in 1998 and  $6,000 in 1997.  The  increase  is  directly  related to the
amount of borrowings  under the February 1999 Credit  Agreement with Pharmacia &
Upjohn and the value of the warrants  issued in connection  with the borrowings.
Interest  expense will  continue to increase in the future based on the level of
borrowings  under the Credit  Agreement and the value of the warrants  issued in
connection with the borrowings.

     As of  December  31,  1999,  we had  approximately  $139.3  million  of net
operating loss  carryforwards  for federal income tax purposes,  which expire at
various  dates  from  the  years  2002  through   2020.  In  addition,   we  had
approximately  $6.7 million of research and development and alternative  minimum
tax credit carryforwards  available for federal and state tax purposes.  We also
had a state net operating loss tax carryforward of $24.1 million,  which expires
at various dates from the years 2000 to 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 that  inflation has had a material  impact on our results
of operations.

Liquidity and Capital Resources

     Since inception through December 31, 1999, we have accumulated a deficit of
approximately  $131.2 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,  Pharmacia & Upjohn's  purchases of Common Stock, a
secondary public offering and credit  arrangements.  As of December 31, 1999, we
have received proceeds from the sale of equity securities, convertible notes and
credit arrangements of approximately $215.5 million.

     In  September  and  October  1997,  we  entered  into a  private  placement
offering,  which was  subsequently  amended with respect to certain  purchasers,
which provided net proceeds to Miravant of approximately  $68.2 million.  During
1998, under the price protection and repurchase  provisions of these agreements,
we issued an additional  2,444,380 shares of Common Stock,  repurchased  337,500
shares of Common Stock for $16.9 million and paid $8.6 million. During the first
quarter of 1999,  we  completed  our price  protection  obligations  through the
payment of $4.2 million and the issuance of 688,996  shares Common Stock and the
issuance of 450,000  warrants to purchase  Common Stock at an exercise  price of
$35.00 per share.  As such, we have no further  obligation  to these  purchasers
under the price protection or repurchase  provisions of the Securities  Purchase
Agreements and the amendments thereto.

     In  December  1997,  the  Board of  Directors  authorized  a  Common  Stock
repurchase program allowing for the repurchase of up to 750,000 shares of Common
Stock.  This  750,000  share  repurchase  authorization  was in  addition to and
superseded the repurchase program authorized in July 1996, which allowed for the
repurchase of up to 600,000 shares of Common Stock. We had no stock  repurchases
in 1999.  In 1998 we  repurchased  stock under the Board  authorized  repurchase
program which  amounted to 725,000 shares at a cost of $17.9 million and in 1997
we repurchased 301,000 shares at a cost of $10.0 million. All shares repurchased
were retired. The 750,000 repurchase plan has been fully utilized and no further
repurchase programs have been authorized.

     In January 1999, under the Equity Investment Agreement,  Pharmacia & Upjohn
purchased  1,136,533 shares of our Common Stock for an aggregate  purchase price
of $19.0  million.  In February 1999, in accordance  with the Credit  Agreement,
Pharmacia  & Upjohn also  extended to us up to $22.5  million in credit over two
years to be used to support our  ophthalmology,  oncology and other  development
programs,  as well as for  general  corporate  purposes.  We are  able to  issue
promissory notes for the quarterly  interest amounts due on the amounts borrowed
until December 2000 when the issuance of such promissory notes for the quarterly
interest  due will be subject  to certain  restrictions.  The  promissory  notes
mature in June 2004 and, at our option,  can be repaid in the form of our Common
Stock,  subject to certain limitations and restrictions as defined by the Credit
Agreement.  The promissory  notes accrue  interest at the prime rate,  which was
8.50% at December 31, 1999. To date, in accordance with the Credit Agreement, we
have received four quarterly loans for a total of $15.0 million of the available
$22.5 million.  We expect to utilize the remaining $7.5 million  available under
the Credit  Agreement during 2000. In accordance with the Credit  Agreement,  we
have issued promissory notes to Pharmacia & Upjohn for the loan amounts received
and issued  additional  promissory notes for a total of $379,000 for the related
interest due on each of the quarterly due dates. In addition, under the terms of
the Credit  Agreement  and in  connection  with the first four  quarterly  loans
received,  we issued  warrants to purchase  240,000 shares of Common Stock at an
exercise price of $11.87 per warrant share for 120,000 shares and $14.83 for the
remaining 120,000 shares.

     In June 1998, we purchased a $5.0 million, 9% 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 at the market value on the date
of the  agreement of $25.06 per share,  or $1.5  million.  As of June 1999,  the
shares  received  are no longer  restricted  and can be sold at  anytime  by the
Company. In addition, we entered into a strategic alliance agreement with Xillix
to co-develop  proprietary systems  incorporating the technology of each company
and to share the research and  development  costs. To date, we have not incurred
any costs under this agreement.

     In April 1998, we entered into a $2.0 million  revolving  credit  agreement
with our affiliate,  Ramus. As of December 31, 1999, we have provided the entire
loan of $2.0 million to Ramus.  The revolving credit line, which was due in full
in March 2000,  has been  subsequently  extended to a period in the future,  for
which the terms of the extension are currently being negotiated. In addition, in
accordance with the 1996 equity  investment in Ramus, we had an exclusive option
to purchase the remaining  shares of Ramus for a specified  amount under certain
terms and conditions. We elected not to exercise the option, which expired March
3, 1999.

     In February  1998,  we agreed to guaranty a term loan in the amount of $7.6
million  from a bank to a  director  of  ours at the  time.  In June  1998,  the
director did not stand for  re-election on the Board of Directors.  The loan was
due and  payable on July 31, 1999 and was  subsequently  extended to October 31,
2000. In conjunction with the extension,  we increased our security  interest to
include  substantially  all of the  personal  assets  of  the  former  director.
Additionally,  with the  extension  of the  guaranty  of this  loan,  the former
director paid to Miravant a transaction fee of $152,000.  In connection with the
extension  agreement,  as of March 9, 2000, the former  director has reduced the
outstanding  balance of the loan, and our guaranty,  to $3.3 million.  Under the
loan agreement and the guaranty,  the individual and Miravant are subject to the
maintenance of specified financial and other covenants.

     In addition to receiving funds through private and public stock  offerings,
we have also  received  funding  through  the  exercise  of  warrants  and stock
options.  Based on the  exercise  prices,  expiration  dates  and call  features
contained in certain  warrants,  and depending on the market value of our Common
Stock,  we may receive  substantial  additional  funding through the exercise of
these outstanding warrants and stock options in the future.

     For 1999,  1998 and 1997, we required cash for operations of $18.4 million,
$21.7 million and $23.8 million, respectively. The decrease in cash required for
operations from 1998 to 1999 was due to an increase in reimbursable research and
development  costs incurred  which was offset by a decrease in non-cash  charges
for deferred  compensation,  stock awards and the reserve taken on the remaining
Ramus line of credit.  The decrease in cash required for operations from 1997 to
1998 was primarily due to the increased  funding  provided by Pharmacia & Upjohn
under the June 1998  agreements for the oncology and urology  program costs,  as
well  as  increases  in  non-cash   expenses  such  as  depreciation,   deferred
compensation,  a reserve  recorded on the Ramus line of credit and the reduction
of accounts payable.

     For 1999 net cash used in investing  activities was $4.4 million,  for 1998
net cash  provided by investing  activities  was $19.8  million and for 1997 net
cash  used in  investing  activities  was $11.2  million.  From 1997 to 1999 the
fluctuations  in investing  activities  were  primarily due to the purchases and
sales of  investments  which were used to fund  operations and were based on the
levels  of cash  available  for  investment.  These  fluctuations  were  further
affected by our investment in Xillix and the line of credit provided to Ramus in
1998 and significant capital expenditures in 1997 and 1998, which were primarily
related to laboratory construction costs.

     For 1999 net cash provided by financing  activities was $30.6  million,  in
1998 net cash used in  financing  activities  was $42.5  million and in 1997 net
cash  provided by  financing  activities  was $59.1  million.  Cash  provided by
financing  activities in 1999 was  primarily  attributed to Pharmacia & Upjohn's
$19.0 million equity investment and $15.0 million provided under the Pharmacia &
Upjohn Credit Agreement. The significant use of cash for financing activities in
1998 was related to  purchases  of our Common  Stock under the Board  authorized
repurchase  program as well as  purchases of our Common Stock and the payment of
cash under the price protection  provisions of the Amended  Securities  Purchase
Agreement.  Cash provided in 1997 was directly related to the private  placement
offerings,  which was offset by  repurchases of our Common Stock under the Board
authorized repurchase program.

     We invested a total of $9.1  million in property  and  equipment  from 1996
through  1999.  During  1998,  we  entered  into a new  lease  agreement  for an
additional facility, for which we have completely subleased in December 1999. We
expect to  continue  to  purchase  property  and  equipment  in the future as we
continue  to expand our  preclinical,  clinical  and  research  and  development
activities  as well as the buildout and  expansion  of  laboratories  and office
space.

     Our future capital  funding  requirements  will depend on numerous  factors
including:

     o    The progress and magnitude of our research and  development  programs,
          preclinical studies and clinical trials;
     o    The time involved in obtaining regulatory approvals;
     o    The cost involved in filing and maintaining patent claims;
     o    Competitor and market conditions;
     o    Investment opportunities;
     o    Our ability to establish and maintain collaborative arrangements;
     o    The level of  Pharmacia  & Upjohn's  involvement  in our Phase III AMD
          clinical trials;
     o    The cost of manufacturing  scale-up and the cost and  effectiveness of
          commercialization activities and arrangements; and
     o    Our  ability to obtain  grants to  finance  research  and  development
          projects.

     Our ability to generate  substantial  funding to continue  our research and
development   activities,   preclinical   studies   and   clinical   trials  and
manufacturing,  scale-up,  administrative  activities and additional  investment
opportunities is subject to a number of risks and  uncertainties and will depend
on numerous factors including:

     o    Our  ability to raise  funds in the future  through  public or private
          financings, collaborative arrangements or from other sources;
     o    Our  requirement  to allocate 50% of the net  proceeds  from public or
          private  financings  towards the repayment of the funds received under
          the Credit Agreement;
     o    The  potential  for equity  investments,  collaborative  arrangements,
          license agreements or development or other funding programs with us in
          exchange for manufacturing, marketing, distribution or other rights to
          products developed by us;
     o    The amount of funds received from outstanding warrant and stock option
          exercises;
     o    Our ability to maintain our existing collaborative arrangements;
     o    Our ability to liquidate our equity  investments  in Ramus,  Xillix or
          other assets;
     o    Our  requirement  to  allocate  100%  of the  net  proceeds  from  the
          liquidation  of an existing  asset  towards the repayment of the funds
          received under the Credit Agreement; and
     o    Our  ability to collect  the loan  provided  to Ramus under the credit
          agreement when due.

     We can not guarantee that  additional  funding will be available to us when
needed.  If it is not,  we will be  required  to  scale  back our  research  and
development programs, preclinical studies and clinical trials and administrative
activities  and our  business  and  financial  results  and  condition  would be
materially adversely affected.

The impact of Year 2000.

     In prior years, we discussed the nature and progress of our plans to become
Year 2000  compliant.  In late 1999, we completed our remediation and testing of
systems.  As  a  result  of  those  planning  and  implementation   efforts,  we
experienced  no  significant   disruptions  in  mission   critical   information
technology and  non-information  technology systems and we believe those systems
successfully  responded  to the Year 2000 date  change.  We are not aware of any
material problems resulting from Year 2000 issues, either with our products, our
internal  systems,  or the  products and  services of third  parties.  The costs
incurred to assess,  remediate and test the IT and Non-IT  systems  through 1999
were primarily fixed labor costs and were not  significant.  In addition,  as we
have not yet encountered any significant Year 2000  disruptions in 2000,  future
Year 2000 costs are also not  expected to be  significant.  We will  continue to
monitor  our  critical  computer  applications  and those of our  suppliers  and
vendors  throughout  the year 2000 to ensure that any latent  Year 2000  matters
that may arise are addressed promptly.

     Except for the historical information herein, the matters discussed in this
report are deemed forward-looking  statements under federal securities laws that
involve risks and uncertainties. Actual results may differ materially from those
in the  forward-looking  statements  depending on a number of factors including,
among other things, the risks,  uncertainties and other factors detailed in Item
1, "Business - Risk Factors."

ITEM 7A.QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     The  following  discussion  about  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 STATEMENT AND SUPPLEMENTARY DATA

     The  Report  of  Independent  Accountants  and the  Consolidated  Financial
Statements and Notes to the Consolidated  Financial  Statements of Miravant that
are filed as part of this Report are listed under Item 14, "Exhibits,  Financial
Statement  Schedules,  and  Reports  on Form  8-K" and are set forth on pages 42
through 58 immediately following the signature page of this Report.

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

         None.


                                    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.


<PAGE>


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)            Index to Consolidated Financial Statements:             Page
                  -------------------------------------------             ----

                  Report of Independent Auditors                           42
                  Consolidated Balance Sheets as of
                      December 31, 1999 and 1998                           43
                  Consolidated Statements of Operations for the
                      years ended December 31, 1999, 1998 and 1997         44
                  Consolidated Statements of Shareholders'
                      Equity for the years ended December 31,
                      1999, 1998 and 1997                                  45
                  Consolidated Statements of Cash Flows for the
                      years ended December 31, 1999, 1998 and 1997         46
                  Notes to Consolidated Financial Statements               47

(a)(2)            Index to Consolidated Financial Statement Schedules:
                  ---------------------------------------------------

                  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.

(a)(3)            Index to Exhibits:
                  -----------------
                  See Index to Exhibits on pages 59 to 60


(b)               Reports on Form 8-K:
                  -------------------
                  None

<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 29, 2000


     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 29, 2000
------------------------------------        and Chief Executive Officer,
    Gary S. Kledzik, Ph.D.                 (Principal Executive Officer)


/S/ David E. Mai                            Director and President                              March 29, 2000
------------------------------------
    David E. Mai

/S/ John M. Philpott                        Chief Financial Officer and Controller              March 29, 2000
------------------------------------       (Principal Financial Officer and
    John M. Philpott                       Principal Accounting Officer)


/S/ Larry S. Barels                         Director                                            March 29, 2000
------------------------------------
    Larry S. Barels

/S/ William P. Foley II                     Director                                            March 29, 2000
------------------------------------
    William P. Foley II

/S/ Charles T. Foscue                       Director                                            March 29, 2000
------------------------------------
    Charles T. Foscue

/S/ Jonah Shacknai                          Director                                            March 29, 2000
------------------------------------
    Jonah Shacknai

</TABLE>

<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
Miravant Medical Technologies

We have audited the accompanying consolidated balance sheets of Miravant Medical
Technologies  as of  December  31, 1999 and 1998,  and the related  consolidated
statements of  operations,  shareholders'  equity and cash flows for each of the
three years in the period ended December 31, 1999.  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, 1999 and 1998 and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.

                                                  /S/ ERNST & YOUNG LLP
                                                  ---------------------
                                                      ERNST & YOUNG LLP
Woodland Hills, California
March 7, 2000


<PAGE>




                                              CONSOLIDATED BALANCE SHEETS

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


                                                                                              December 31,

                                                                                        1999                  1998
                                                                                 ------------------   -------------------
                                    Assets

Current assets:
   Cash and cash equivalents...............................................      $     19,168,000     $      11,284,000
   Investments in short-term marketable securities.........................             3,621,000                    --
   Accounts receivable.....................................................             5,717,000             3,038,000
   Prepaid expenses and other current assets...............................             1,147,000               936,000
                                                                                 ------------------   -------------------
Total current assets.......................................................            29,653,000            15,258,000

Property, plant and equipment:
   Vehicles................................................................                28,000                28,000
   Furniture and fixtures..................................................             1,639,000             1,720,000
   Equipment...............................................................             5,495,000             5,180,000
   Leasehold improvements..................................................             4,488,000             4,232,000
   Capital lease equipment.................................................               184,000               184,000
                                                                                 ------------------   -------------------
                                                                                       11,834,000            11,344,000
   Accumulated depreciation................................................            (8,112,000)            (5,514,000)
                                                                                 ------------------   -------------------
                                                                                        3,722,000             5,830,000

Investments in affiliates..................................................               752,000             1,512,000
Loan to affiliate, net of reserve of $2.2 million and $1.8 million
    at December 31, 1999 and 1998, respectively............................                    --                    --
Patents and other assets...................................................               825,000             1,210,000
                                                                                 ------------------   -------------------
Total assets...............................................................      $     34,952,000      $     23,810,000
                                                                                 ==================   ===================

                    Liabilities and shareholders' equity

Current liabilities:

   Accounts payable........................................................      $      4,070,000      $      3,541,000
   Accrued payroll and expenses............................................               650,000               583,000
                                                                                 ------------------   -------------------
Total current liabilities..................................................             4,720,000             4,124,000

Long-term liabilities:
   Long-term debt..........................................................             15,379,000                  --
   Sublease security deposits..............................................                127,000                  --
                                                                                 ------------------   -------------------
Total long-term liabilities................................................             15,506,000                  --

Shareholders' equity:
   Common stock, 50,000,000 shares authorized;  18,038,270 and
     16,080,054 shares issued and outstanding at December 31, 1999 and
     1998, respectively....................................................           152,731,000           135,989,000
   Notes receivable from officers..........................................              (460,000)           (1,525,000)
   Deferred compensation and interest......................................            (2,647,000)           (2,896,000)
   Accumulated other comprehensive loss....................................            (3,724,000)           (2,964,000)
   Accumulated deficit.....................................................          (131,174,000)         (108,918,000)
                                                                                 ------------------   -------------------
Total shareholders' equity.................................................            14,726,000            19,686,000
                                                                                 ------------------   -------------------
Total liabilities and shareholders' equity.................................      $     34,952,000      $     23,810,000
                                                                                 ==================   ===================

See accompanying notes.

</TABLE>
<PAGE>


                                          CONSOLIDATED STATEMENTS OF OPERATIONS

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


                                                                              Year ended December 31,
                                                                   1999                 1998                1997
                                                            -------------------  -------------------  ------------------
Revenues:
   License - contract research and development.......           $  13,996,000         $  9,314,000        $  1,896,000
   Royalties.........................................                 143,000              191,000             236,000
   Grants............................................                 438,000              674,000             146,000
                                                            -------------------  -------------------  ------------------
Total revenues.......................................              14,577,000           10,179,000           2,278,000

Costs and expenses:
   Research and development..........................              29,749,000           29,233,000          20,244,000
   Selling, general and administrative...............               7,473,000            9,626,000          13,716,000
   Loss in affiliate.................................                 417,000            2,929,000           1,105,000
                                                            -------------------  -------------------  ------------------
Total costs and expenses.............................              37,639,000           41,788,000          35,065,000

Loss from operations.................................             (23,062,000)         (31,609,000)        (32,787,000)

Interest and other income (expense):

   Interest and other income.........................               1,240,000            3,546,000           2,584,000
   Interest expense..................................                (434,000)              (1,000)             (6,000)
                                                            -------------------  -------------------  ------------------
Total net interest and other income..................                 806,000            3,545,000           2,578,000
                                                            -------------------  -------------------  ------------------

Net loss.............................................           $ (22,256,000)       $ (28,064,000)      $ (30,209,000)
                                                            ===================  ===================  ==================
Net loss per share - basic and diluted...............           $       (1.25)       $       (1.94)      $       (2.36)
                                                            ===================  ===================  ==================
Shares used in computing net loss per share..........              17,768,670           14,464,044          12,791,044
                                                            ===================  ===================  ==================

See accompanying notes.

</TABLE>

<PAGE>


                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S>                                                                              <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, 1997....... 12,337,876  $ 108,974,000 $        --  $ (1,612,000)   $         --  $ (50,645,000)  $ 56,717,000
 Net loss.........................        --             --          --            --              --    (30,209,000)   (30,209,000)
   share (net of approximately
   $2,627,000 of offering costs)..  1,416,000    68,173,000          --            --              --             --     68,173,000
   warrants.......................    485,799     1,080,000          --            --              --             --      1,080,000
 Issuance of stock awards.........     14,172       456,000          --            --              --             --        456,000
 Repurchases of stock.............   (301,000)  (10,041,000)         --            --              --             --    (10,041,000)
   to warrants granted, net of
   cancellations..................         --     1,809,000          --    (1,809,000)             --             --             --
 Amortization of deferred
   compensation...................         --            --          --     1,522,000              --             --      1,522,000
                                  ------------ -------------- ----------- --------------- ------------- --------------- ------------
Balance at December 31, 1997...... 13,952,847  $170,451,000   $      --   $ (1,899,000)   $        --    $ (80,854,000) $87,698,000
 Comprehensive loss:
   Net loss.......................         --            --           --            --             --      (28,064,000) (28,064,000)
   Unrealized loss in
     investment in  Xillix........     58,909     1,476,000           --            --     (2,964,000)              --   (1,488,000)
                                                                                                                       -------------
 Total comprehensive loss.........                                                                                      (29,552,000)
                                                                                                                       -------------
 Exercise of stock options and
   warrants.......................    551,566     2,330,000           --             --             --              --    2,330,000
 Notes receivable from officers...     83,731       179,000   (1,525,000)            --             --              --   (1,346,000)
 Issuance of stock awards.........     51,121     1,579,000           --             --             --              --    1,579,000
 Repurchases of stock.............   (725,000)  (17,911,000)          --             --             --              --  (17,911,000)
   under  the Securities Purchase
   Agreement and related amendments 2,106,880   (25,521,000)          --             --             --              --  (25,521,000)
 Deferred compensation related
   to warrants granted and notes
   from officers..................         --     3,406,000           --     (3,406,000)            --              --           --
 Amortization of deferred
   compensation...................         --            --           --      2,409,000             --              --    2,409,000
                                   ----------- ------------- -------------  --------------- ------------- ------------ -------------
Balance at December 31, 1998...... 16,080,054  $ 135,989,000 $(1,525,000)   $(2,896,000)   $(2,964,000)  $(108,918,000) $19,686,000
 Comprehensive loss:
   Net loss......................          --             --          --             --             --      (22,256,000)(22,256,000)
   Unrealized loss in
     investment in Xillix........          --             --          --             --       (760,000)              --    (760,000)
                                                                                                                       -------------
 Total comprehensive loss.........                                                                                      (23,016,000)
 Issuance of stock at $16.71 per                                                                                       -------------
   share (net of approximately
   $324,000 of offering costs)....  1,136,533     18,676,000          --             --             --               --  18,676,000
 Exercise of stock options and
   warrants.......................     36,202         95,000          --             --             --               --      95,000
 Notes receivable from officers...         --             --   1,065,000             --             --               --   1,065,000
 Issuance of stock awards.........     96,485        972,000          --             --             --               --     972,000
 Fulfillment of  obligations
   under  the Securities Purchase
 Agreement and related
   amendments......................   688,996      (4,204,000)        --              --            --               --  (4,204,000)
 Deferred compensation, deferred
   interest related to warrants
   granted and officer notes.......        --      1,203,000          --      (1,203,000)           --               --          --
 Amortization of deferred
   compensation and interest.......        --             --          --       1,452,000            --               --   1,452,000
                                   ------------ --------------- ------------- ------------ -------------  ------------ -------------
Balance at December 31, 1999.......18,038,270   $152,731,000   $ (460,000)   $(2,647,000) $(3,724,000)   $(131,174,000)$ 14,726,000
                                   ============ =============== ============= ============ ============== ============ =============
 See accompanying notes.

</TABLE>

<PAGE>


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S>                                                                 <C>                 <C>                    <C>


                                                                                   Year ended December 31,
Operating activities:                                                    1999                 1998                 1997
                                                                    ----------------     ----------------     ---------------
    Net loss...............................................       $   (22,256,000)     $    (28,064,000)    $   (30,209,000)
    Adjustments to reconcile net loss to net cash used
       by operating activities:
       Depreciation and amortization.......................              2,690,000            2,736,000           1,099,000
       Amortization of deferred compensation and interest..              1,452,000            2,409,000           1,522,000
       Loss on sale of property, plant and equipment.......                 25,000                   --                  --
       Reserve for loan receivable from affiliate..........                250,000            1,808,000                  --
       Stock awards........................................                972,000            1,579,000             456,000
       Non-cash interest on long-term debt.................                379,000                   --                  --
       Write-off of investment in affiliate................                     --              895,000           1,105,000
       Reserve for patents.................................                412,000                   --                  --
       Changes in operating assets and liabilities:
          Accounts receivable .............................             (2,679,000)          (1,349,000)            346,000
          Prepaid expenses and other assets................               (235,000)            (528,000)           (372,000)
          Accounts payable and accrued payroll.............                596,000           (1,188,000)          2,244,000
                                                                  ------------------   ------------------  ------------------
    Net cash used in operating activities..................            (18,394,000)         (21,702,000)        (23,809,000)

Investing activities:

    Purchases of marketable securities.....................            (17,014,000)        (230,660,000)        (44,696,000)
    Sales of marketable securities.........................             13,393,000          258,456,000          37,500,000
    Investments in affiliates..............................                     --           (3,000,000)                 --
    Loan to affiliate......................................               (250,000)          (1,808,000)                 --
    Purchases of property, plant and equipment.............               (551,000)          (2,731,000)         (3,942,000)
    Sublease security deposits.............................                127,000                   --                  --
    Purchases of patents...................................                (59,000)            (468,000)            (17,000)
                                                                  ------------------   ------------------  ------------------
    Net cash (used in) provided by investing activities....             (4,354,000)          19,789,000         (11,155,000)

Financing activities:

    Proceeds from issuance of Common Stock, less
       issuance costs......................................             18,771,000            2,509,000          69,253,000
    Proceeds from long-term debt...........................             15,000,000                   --                  --
    Purchases of  Common Stock.............................                     --          (17,911,000)        (10,041,000)
    Repayments (advances) of notes to officers.............              1,065,000           (1,525,000)                 --
    Payments of capital lease obligations..................                     --              (21,000)            (38,000)
    Payments of long-term obligations......................                     --                   --             (42,000)
    Purchases of Common Stock under the Amended
       Securities Agreement................................                     --          (16,875,000)                 --
    Payments for price protection obligations under the
       Amended Securities Agreement........................             (4,204,000)          (8,646,000)                 --
                                                                  ------------------   ------------------  ------------------
    Net cash provided by (used in) financing activities....             30,632,000          (42,469,000)          59,132,000

    Net increase (decrease) in cash and cash equivalents...              7,884,000          (44,382,000)          24,168,000

    Cash and cash equivalents at beginning of period.......             11,284,000           55,666,000           31,498,000
                                                                  ------------------   ------------------  ------------------
    Cash and cash equivalents at end of period.............       $     19,168,000     $     11,284,000     $     55,666,000
                                                                  ==================   ==================  ==================
Supplemental disclosures:

    State taxes paid.......................................       $        100,000     $        113,000     $        104,000
                                                                  ==================   ==================  ==================
    Interest paid..........................................       $             --     $          1,000     $          7,000
                                                                  ==================   ==================  ==================
See accompanying notes.

</TABLE>

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.        Accounting Policies

Description of Business and Basis of Presentation

     Miravant Medical  Technologies,  or the Company, is engaged in the research
and development of drugs and medical device products for use in  PhotoPoint(TM),
the Company's  proprietary  technologies  for  photodynamic  therapy.  Effective
September  15,  1997,  the Company  changed its name from PDT,  Inc. to Miravant
Medical Technologies. The Company is located in Santa Barbara, California.

     As of December 31, 1999, the Company had an  accumulated  deficit of $131.2
million and expects to continue to incur substantial,  and possibly  increasing,
operating  losses for the next few years.  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. While management of
the Company  believes  that it has  sufficient  resources  to fund the  required
expenditures  for the next eighteen months and that  additional  funding will be
available when required, there is no assurance that this will be the case.

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

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

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. As of December 31,
1999,   marketable   securities  of  $3.6  million   consisted  of   short-term,
interest-bearing  municipal  bonds. As of December 31, 1998, the Company held no
marketable securities. 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, 1999 and 1998,  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  shareholders'
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.

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  controlling  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  controlling
influence,  are  recorded  under  the cost  method.  Under  the  equity  method,
investments are carried at acquisition  cost and 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  value  based on the
investment classification.

     In  December  1996,  the Company  purchased a 33% equity  interest in Ramus
Medical Technologies or Ramus for $2.0 million. The investment was accounted for
under the equity  method.  As the  Company is the main source of  financing  for
Ramus, the Company has conservatively recorded 100% of Ramus' loss to the extent
of the investment  made by the Company,  resulting in losses from  affiliates of
$1.1  million  and  $895,000  for the years  ended  December  31, 1997 and 1998,
respectively  and zero for the year ended  December 31, 1999.  The investment in
Ramus has been fully reserved for as of December 31, 1999.

     In June 1998, the Company  purchased a $5.0 million,  9% 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 the remainder in
Miravant  Common Stock at the market value on the date of the  agreement,  which
represented  58,909 shares of Common Stock at $25.06 per share, or $1.5 million.
The  investment  has been  accounted for under the cost method and classified as
available-for-sale.  At December 31, 1999, in accordance with the accounting for
available-for-sale securities, the investment was adjusted to the current market
value of Xillix common stock,  with the resulting  unrealized loss recorded as a
separate component of shareholders' equity.

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 and Other Assets

     Costs  of  acquiring   patents  are   capitalized   and  amortized  on  the
straight-line  basis over the  estimated  useful life of the patents,  seventeen
years.  Accumulated  amortization was $231,000 and $175,000 at December 31, 1999
and 1998,  respectively.  The  costs of  servicing  the  Company's  patents  are
expensed as  incurred.  Also  included in this  caption are  deposits  and other
miscellaneous non-current assets.

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. No such significant
impairment losses have been identified 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.

Stock-Based Compensation

     SFAS No. 123, "Accounting for Stock-Based  Compensation,"  encourages,  but
does not require, companies to record compensation cost 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 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 at the time of shipment
to the customer.  Grant, royalty and licensing income is recognized based on the
terms of the related agreements and license income includes the reimbursement of
certain preclinical and clinical costs.

Research and Development Expenses

     Research and development costs are expensed as incurred. The acquisition of
technology  rights  for  research  and  development  projects  and the  value of
equipment for specific  research and  development  projects are also included in
research and development expenses.

Advertising

     Costs incurred for producing and  communicating  advertising  are generally
expensed when incurred.  In September 1997, the Company  commenced a name change
awareness and product-branding  program pursuant to which advertising costs were
incurred.  Advertising expense was not material for the years ended December 31,
1999 and 1998 and was $5.5 million for the year ended  December  31,  1997.  The
amounts  incurred  in 1997  were  primarily  associated  with  the  name  change
awareness and product-branding program.

Segment Reporting

     Effective  January 1, 1998, the Company adopted SFAS No. 131,  "Disclosures
about  Segments  of  an  Enterprise  and  Related  Information."  SFAS  No.  131
established  standards  for the way  that  public  business  enterprises  report
information  about  operating  segments in the annual  financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports.  SFAS No. 131 also established  standards
for related disclosures about products and services,  geographic areas and major
customers.  The adoption of SFAS No. 131 did not affect the reported  results of
operations or financial  position of the Company.  In addition,  the adoption of
the new  statements  did not affect  disclosures  of segment  information as 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 Income

     Effective  January 1, 1998,  the Company  adopted SFAS No. 130,  "Reporting
Comprehensive  Income." SFAS No. 130 establishes new rules for the reporting and
display of  comprehensive  income and its components;  however,  the adoption of
SFAS No. 130 had no impact on the  Company's net loss or  shareholders'  equity.
Under SFAS No.  130,  the  Company  has  elected to report  other  comprehensive
income,  which  includes  unrealized  gains  or  losses  on   available-for-sale
securities, in the consolidated statements of shareholders' equity.

Net Loss Per Share

     The Company calculates earnings per shares 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.

2.        Credit Arrangements

Pharmacia & Upjohn

     In February  1999, the Company and Pharmacia & Upjohn entered into a Credit
Agreement which will extend to the Company up to $22.5 million in credit,  which
is subject to certain  limitations and  restrictions,  to be used to support the
Company's ophthalmology, oncology and other development programs, as well as for
general  corporate  purposes.  The  Company  issues  promissory  notes  for each
quarterly  loan  received  and for the  quarterly  interest  amounts  due on the
amounts  borrowed until December 2000 when the issuance of such promissory notes
for the  quarterly  interest  due will be subject to certain  restrictions.  The
promissory notes mature in June 2004 and, at the Company's option, can be repaid
in the form of  Miravant  Common  Stock,  subject  to  certain  limitations  and
restrictions  as defined by the Credit  Agreement.  The promissory  notes accrue
interest at the prime rate,  which was 8.50% at December 31, 1999. In connection
with this  credit,  Pharmacia  & Upjohn  will  receive a total of up to  360,000
warrants to purchase shares of Miravant Common Stock. The exercise price of each
warrant  will be equal to 140% of the  average of the  closing bid prices of the
Common  Stock for the ten  trading  days  immediately  preceding  the  borrowing
request for the related loan.  Under the Credit  Agreement,  the Company will be
required to meet certain affirmative, negative and financial covenants until the
loan is fully repaid. During 1999, in accordance with the Credit Agreement,  the
Company received the first four quarterly loans for a total of $15.0 million, of
the available $22.5 million,  and issued 240,000  warrants to purchase  Miravant
Common Stock at an exercise price of $11.87 per warrant share for 120,000 shares
and $14.83 per warrant share for the remaining 120,000 shares. Accordingly,  the
Company issued promissory notes to Pharmacia & Upjohn for the total loan amounts
received of $15.0 million and issued additional  promissory notes for a total of
$379,000 for the related  interest due on each of the quarterly  due dates.  The
Company expects to utilize the remaining $7.5 million available under the Credit
Agreement   during  2000.  The  warrants   granted  have  been  valued  using  a
Black-Scholes  Model and this  deferred  interest  amount of  $926,400  is being
amortized to interest expense over the life of the warrants.

Ramus

     In April 1998, the Company entered into a revolving  credit  agreement with
its affiliate,  Ramus. Under this agreement, Ramus has borrowed $1.8 million and
$2.0  million  as of  December  31,  1998 and  1999,  respectively.  The  unpaid
principal amount of the loans, which was used to fund Ramus' clinical trials and
operating  costs,  accrues interest at a variable rate (8.50% as of December 31,
1999) based on the Company's  bank rate.  The loan matures in March 2000 and has
been subsequently extended to a period in the future, for which the terms of the
extension are currently being negotiated.  The Company has established a reserve
for the entire  outstanding  balance of the loan receivable at December 31, 1999
and 1998, which is included in loss in affiliate in the consolidated  statements
of operations.

3.        Shareholders' Equity

Collaboration with Pharmacia & Upjohn

     In January  1999,  the Company and  Pharmacia & Upjohn,  Inc.,  and certain
other  wholly  owned  subsidiaries,  which  collectively  and  individually  are
referred  to as  Pharmacia  & Upjohn  in this  report,  entered  into an  Equity
Investment  Agreement  pursuant to which  Pharmacia & Upjohn  purchased from the
Company 1,136,533 shares of the Company's Common Stock for an aggregate purchase
price of $19.0  million,  or $16.71 per share.  This price includes a premium of
approximately 20% over the ten-day average per share closing price of the Common
Stock through  January 14, 1999.  Additionally,  in  connection  with the Equity
Investment Agreement and the Credit Agreement,  in February 1999 the Company and
Pharmacia & Upjohn  amended the 1998  Amendments  of the License  Agreements  to
eliminate the remaining future cost  reimbursements for oncology and urology and
any future milestone payments in age-related macular degeneration or AMD.

Private Placements

     In September and October 1997, the Company  completed  three private equity
placements totaling $70.8 million, which provided net proceeds to the Company of
$68.2 million.  The private placements included the issuance of 1,416,000 shares
of Common  Stock at $50.00 per share,  as well as one  detachable  Common  Stock
warrant for each share of Common Stock  purchased.  With respect to the warrants
issued in connection with these  placements,  50% were exercisable at $55.00 per
share and 50% were exercisable at $60.00 per share. Additionally, the Securities
Purchase  Agreements  provided price protection  provisions that if on the first
anniversary of the closing of the purchase,  the thirty (30) day average closing
bid price of the Common Stock for the period  ending on the trading day prior to
the anniversary date is less than the closing price paid by the purchasers, then
the Company shall pay each purchaser  additional cash or stock, or a combination
of both, as determined by the Company at its sole option.  In October 1998,  for
the purchasers of 516,000  shares,  the Company  satisfied its price  protection
obligation by issuing an additional 2,444,380 shares of Common Stock.

     Effective  June 30, 1998,  the Company  entered into an Amended  Securities
Purchase Agreement or Amendment  Agreement with the purchasers of 900,000 shares
under the Securities  Purchase  Agreement.  Included among the provisions of the
Amendment  Agreement is a change in the price protection  provisions.  Under the
Amendment  Agreement,  the  Company's  obligation  under  the  price  protection
provision was now spread out over an eight month period beginning August 1, 1998
and ending  March 1, 1999,  and was  determined  by the  difference  between the
original purchase price and the thirty (30) day average closing bid price of the
Common  Stock on the first day of each  month  beginning  August  1st and ending
March 1st (each a "measurement  date").  Additionally,  the Amendment  Agreement
included  repurchase  provisions  which  provided  that the Company also had the
option to  repurchase  all or a part of the  purchasers'  shares at the original
closing  price of $50.00  per share and thus  eliminate  all of the  purchasers'
rights under the price protection  provisions of the Amendment Agreement and the
Securities Purchase Agreement.

     Under the Amendment Agreement,  the exercise price of the original warrants
issued to certain of the purchasers under the Securities  Purchase Agreement was
reduced to $35.00 and, under certain limited circumstances,  the Company has the
right to redeem the warrants.  Furthermore, the Lock-Up Agreement was amended to
provide that, if the Company does not repurchase the Common Stock,  1/8th of the
shares and  original  warrant  shares  were  released  from the  lock-up on each
measurement  date.  In addition,  if the Company did not  repurchase  all of the
purchasers' original 900,000 shares within sixty (60) days of the closing of the
Amendment Agreement,  the Company agreed to issue an additional 450,000 warrants
to the  purchasers at an exercise price of $35.00 per share within five business
days of March 1, 1999 or the early  termination  of the Lock-Up  Agreement.  The
Company  issued the 450,000  warrants  in March 1999 and all lock-up  agreements
have expired.

     In accordance with the Amendment Agreement, the Company repurchased 337,500
shares subject to the repurchase provisions of the Amendment Agreement at a cost
of $16.9 million.  This repurchase  eliminated the Company's obligation to issue
additional shares or pay cash under the amended price protection  provisions for
the  August 1,  September  1 and  October  1, 1998  measurement  dates.  For the
November 1 and December 1, 1998  measurement  dates,  the Company  fulfilled its
price  protection  obligation  by electing  to pay the  purchasers  cash,  which
amounted to $4.6  million  and $4.0  million,  respectively.  In  addition,  the
Company  fulfilled its price protection  obligations for the January 1, February
1, and March 1, 1999  measurement  dates by electing to pay the purchasers  cash
and Common Stock, with the cash portion amounting to $1.2 million,  $1.3 million
and $1.7 million, respectively and the Common Stock portion amounting to 199,746
shares,  207,072 shares and 282,178  shares,  respectively.  The Company has now
satisfied all of its price protection  obligations under the Amendment Agreement
and, as such, the Company has no further price protection obligations under this
agreement to any of these parties.  Additionally,  for the purchasers of 500,000
shares under the October  1997 private  placements,  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.  All of the warrants issued related to these private
equity  placements are  exercisable  and expire in December 2001. As of December
31, 1999, no warrants have been exercised.

Common Stock Repurchase Plan

     In  December  1997,  the  Board of  Directors  authorized  a  Common  Stock
repurchase program allowing for the repurchase of up to 750,000 shares of Common
Stock.  This  750,000  share  repurchase  authorization  was in  addition to and
superseded the repurchase program authorized in July 1996, which allowed for the
repurchase  of up to 600,000  shares of Common  Stock.  The Company had no stock
repurchases  in 1999.  In 1998,  the Company  repurchased  stock under the Board
authorized  repurchase  program,  which  amounted to 725,000 shares at a cost of
$17.9 million. In 1997 the Company repurchased 301,000 shares at a cost of $10.0
million.  All shares  repurchased were retired.  The 750,000 repurchase plan has
been fully utilized and no further repurchase programs have been authorized.

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.  In January 1999, the Company  adjusted the loan
balances to reflect a change in the amount of payroll  taxes due.  Payroll taxes
of  $961,000  originally  withheld  in 1998 were  refunded to the Company by the
applicable  taxing  agencies  during 1999. As of December 31, 1999 the executive
loan balances have been reduced accordingly and are classified as a reduction of
shareholders' equity.

Stock Option Plans

     The Company has five  stock-based  compensation  plans which are  described
below - the 1989 Plan,  the 1992 Plan,  the 1994 Plan or, as a group,  the Prior
Plans, the Miravant Medical  Technologies  1996 Stock  Compensation  Plan or the
1996 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 and corporate officers.  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  July 21,
1996, the Prior Plans were  superseded with the adoption of the 1996 Plan except
to the  extent of  options  outstanding  in the Prior  Plans.  The  Company  has
allocated  300,000 shares,  750,000 shares and 600,000 shares for the 1989 Plan,
the 1992 Plan and the 1994 Plan,  respectively.  The outstanding  shares granted
under  the  Prior  Plans  vest in equal  annual  installments  over  four  years
beginning  one year from the grant date and  expire ten years from the  original
grant date.

     The 1996 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 1996  Plan is an  employee  stock  purchase  program  which has not yet been
implemented.  Also included in the 1996 Plan is a Non-Employee  Directors' Stock
Option award program which  provides for an automatic  fully vested annual grant
on the  first  day of the  fourth  quarter  of each  year  to each  non-employee
director of a  non-qualified  stock  option for the  purchase of 7,500 shares of
Common Stock at fair market value and occasional discretionary grants. Officers,
key employees,  directors and  independent  contractors or agents of the Company
may be eligible to  participate in the 1996 Plan,  except that  incentive  stock
options  may  only be  granted  to  employees  of the  Company.  The  1996  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 1996  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 1996
Plan  over its term is  4,000,000  shares.  Awards  granted  under the 1996 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.

Other Stock Options

     In  connection  with  employment   agreements  the  Company  has  with  its
executives  and certain key  employees,  non-qualified  stock  options have been
granted  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>


                                                                 Weighted
                                                                 Average
                                           Exercise price        Exercise         Stock
                                             per share            Price          Options
---------------------------------------------------------------------------------------------
Outstanding at January 1, 1997..........  $ 0.33  -  52.25       $ 12.76         2,258,430
   Granted..............................   28.00  -  55.50         35.05           446,000
   Exercised............................    0.33  -  29.00          5.06          (262,002)
   Canceled.............................    6.00  -  46.75         25.52          (200,645)
---------------------------------------------------------------------------------------------
Outstanding at December 31, 1997........    0.33  -  55.50         16.80         2,241,783
   Granted..............................    8.50  -  39.00         21.21         1,117,250
   Exercised............................    0.33  -  28.00          2.43          (483,423)
   Canceled.............................    4.00  -  55.50         32.82          (376,754)
---------------------------------------------------------------------------------------------
Outstanding at December 31, 1998........    0.67  -  55.50         19.14         2,498,856
   Granted..............................    7.00  -  13.31         10.98           855,875
   Exercised............................    4.00  -   8.00          5.49           (29,528)
   Canceled.............................    6.00  -  40.00         20.90          (171,146)
---------------------------------------------------------------------------------------------
Outstanding at December 31, 1999........  $ 0.67  -  55.50       $ 16.91         3,154,057
---------------------------------------------------------------------------------------------

Options Outstanding by Price Range at

   December 31, 1999....................  $ 0.67  -   9.31       $ 5.73          1,171,907
                                          $ 10.13  - 15.00       $13.24            909,250
                                          $ 15.13  - 34.75       $31.37            995,400
                                          $ 39.00  - 55.50       $43.44             77,500
Exercisable at:
December 31, 1997.......................  $ 0.33  -  55.50        $11.55         1,629,942
December 31, 1998.......................  $ 0.67  -  55.50        $15.45         1,227,651
December 31, 1999.......................  $ 0.67  -  55.50        $17.01         1,499,069


</TABLE>

     In accordance with APB Opinion No. 25 and in connection with accounting for
the Company's  stock-based  compensation plans, the Company recorded total stock
compensation  expense  of  $15,200,  $31,000  and  $56,000  for the years  ended
December 31,  1999,  1998 and 1997,  respectively,  with respect to the 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. For the
years  ended  December  31,  1999 and 1998 the  Company  recorded  $540,000  and
$540,000 of compensation expense related to these loans.

     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  reduced  to the pro  forma  amounts
indicated below:
<TABLE>
<CAPTION>
<S>                                                  <C>                 <C>                        <C>


                                                         1999                   1998                      1997
     ----------------------------------------- --- ----------------- -- --------------------- ---- --------------------
     Net loss
        As reported......................            $ (22,256,000)           $ (28,064,000)            $ (30,209,000)
        Pro forma........................            $ (28,511,000)           $ (34,371,000)            $ (34,332,000)

     Loss per share - basic and diluted
        As reported......................            $       (1.25)           $       (1.94)            $       (2.36)
        Pro forma........................            $       (1.61)           $       (2.38)            $       (2.68)
     ----------------------------------------- --- ----------------- -- --------------------- ---- --------------------

     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:

                                                         1999                   1998                      1997
     ----------------------------------------- --- ----------------- --- -------------------- ---- --------------------
     Expected dividend yield.............                 0%                     0%                        0%
     Expected stock price volatility.....                50%                     50%                       50%
     Risk-free interest rate.............           6.17% - 6.77%           4.62% - 4.83%             5.71% - 5.81%
     Expected life of options............            2 - 4 years             2 - 4 years               2 - 4 years
     ----------------------------------------- --- ----------------- --- -------------------- ---- --------------------

</TABLE>

     The above  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,  1999,  1998 and 1997 was 7.1  years,  7.2  years  and 6.6  years,
respectively.

Warrants

     In connection with a private placement offering which commenced in 1993 and
continued  through 1994, the Company issued one detachable  Common Stock warrant
for every two shares of Common Stock purchased.  Each half warrant was allocated
$0.67 of the  overall  $8.00 per share  purchase  price.  In 1994 and 1993,  the
Company  issued  detachable  stock  warrants  in  connection  with  the  private
placement  offering of 287,294  shares and 242,247  shares,  respectively.  Each
detachable  stock warrant provides 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  1,563 shares,  136,688  shares and 136,783 shares of Common Stock were
exercised during 1999, 1998 and 1997, respectively.

     During 1994 and 1993,  the  Company  issued  warrants to private  placement
selling  agents and a  corporate  partner to purchase  7,216  shares and 148,449
shares of Common Stock, respectively.  Each warrant provides for the purchase of
one share of Common Stock at $8.00 per share with the warrants expiring December
31,  2000.  Warrants to purchase  312 shares and 125,000  shares of Common Stock
were  exercised  during  1998  and  1997,  respectively,  and no  warrants  were
exercised in 1999.

     In January 1995,  the Company,  in  connection  with a loan received from a
principal of its designated  selling agent,  issued  warrants to purchase 15,000
shares of the Company's  Common Stock at $10.67 per share.  The warrants  expire
December 31, 2000. As of December 31, 1999, no warrants have been exercised.

     In April 1995,  the Company,  in  connection  with  consulting  agreements,
issued  warrants to purchase  750,000 shares of Common Stock at $10.67 per share
to  various  consultants.  In  November  1995,  in  connection  with  consulting
agreements,  the Company  issued  warrants to purchase  55,000  shares of Common
Stock at $34.75 per share to  different  consultants.  During 1997 and 1998,  in
connection with consulting  agreements,  the Company issued warrants to purchase
128,000  shares and 240,000  shares,  respectively,  of Common  Stock to various
consultants.  These warrants were priced at the fair market value on the date of
grant and the  prices  ranged  from  $7.00 to  $32.13  per  share.  All of these
warrants vest equally over the term of the agreements, generally between one and
four years.  In September  1998 and June 1999,  the Company  issued  warrants to
purchase  150,000  shares and 87,500  shares,  respectively,  of Common Stock at
$7.00 per share to a consultant of the Company.  These shares are exercisable as
of the date of grant and expire September 1, 2003. The consulting agreements can
be terminated by the Company at any time with only those  warrants  vested as of
the date of termination  exercisable.  The warrants  expire five years after the
date of issuance. As of December 31, 1999, no warrants have been exercised.  The
Company  recorded  deferred  compensation  associated  with  the  value of these
warrants  of  $276,000,  $717,000  and  $1.9  million  in  1999,  1998  and 1997
respectively.  The  Company  recorded  compensation  expense of  $843,000,  $1.8
million and $1.5 million for the years ended  December 31, 1999,  1998 and 1997,
respectively.

     In September  and October  1997,  the  Company,  in  connection  with three
private  equity  placements,  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.  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  accordance  with the Amendment
Agreement,  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 shares
were issued in accordance with the Amendment  Agreement.  Additionally,  for the
purchasers  of 500,000  shares under the October 1997  private  placements,  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.  All the warrants issued related
to the private equity placements are exercisable and expire in December 2001. As
of December 31, 1999, no warrants have been exercised.

     As of December  31,  1999,  the Company has  reserved a total of  3,855,678
shares  of its  Common  Stock,  which  may be issued  upon the  exercise  of the
outstanding  warrants,  as  described  above and  elsewhere  in the notes to the
financial statements.

4.      Convertible Notes Payable

     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 294,624  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 147,312 shares of Common Stock. The warrants provide for
the purchase of one share of Common Stock at $8.00 per share and expire December
31, 2000. During 1995, noteholders converted an additional $550,000 in principal
amount of  convertible  notes  for  68,748  shares of Common  Stock at $8.00 per
share.  During 1996,  holders of the  remaining  $93,000 in principal  amount of
convertible  notes  exchanged  their notes for 11,562  shares of Common Stock at
$8.00 per share.  For the years ended December 31, 1999,  1998 and 1997 warrants
to purchase  4,687 shares,  17,186 shares and 23,435  shares,  respectively,  of
Common Stock were exercised.

5.      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.

     On December 9, 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 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 50% for the
1999 and 1998 plan years,  are made on a quarterly basis and vest equally over a
five year period.  Total Company matching  contributions for 1999, 1998 and 1997
were not significant.

6.      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:

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

                                                             1999                         1998
                                                 -----------------------------------------------------------
                                                    Current     Non-current       Current      Non-current
                                                 -----------------------------------------------------------
      Deferred tax assets:
        Other accruals and reserves...........     $  126,000    $        --      $   118,000  $        --
        Capitalized research and development..             --        778,000               --    3,315,000
        Net operating losses and tax credits..             --     52,504,000               --   47,529,000
                                                 -----------------------------------------------------------
      Total deferred tax assets...............        126,000     53,282,000          118,000   50,844,000
      Deferred tax liabilities:
        Amortization and depreciation expense.             --        397,000               --      234,000
        Federal benefit for state income taxes         26,000      5,232,000            8,000    2,261,000
                                                 -----------------------------------------------------------
      Total deferred tax liabilities..........         26,000      5,629,000            8,000    2,495,000
                                                 -----------------------------------------------------------
      Net deferred tax assets.................        100,000     47,653,000          110,000   48,349,000
      Less valuation reserve..................        100,000     47,653,000          110,000   48,349,000
                                                 -----------------------------------------------------------
                                                 $         --    $        --      $        --  $        --
                                                 -----------------------------------------------------------
</TABLE>


     The Company has net operating loss  carryforwards  for federal tax purposes
of  $139.3  million  which  expire  in the  years  2002 to  2020.  Research  and
alternative  minimum  tax credit  carryforwards  aggregating  $6.7  million  are
available  for  federal and state tax  purposes  and expire in the years 2002 to
2014.  The Company also has a state net  operating  loss  carryforward  of $24.1
million  which  expires  in the years  2000 to 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.

7.        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  $143,000,  $191,000  and  $234,000  for the years  ended
December 31, 1999, 1998 and 1997, respectively.

     In 1994,  the Company  entered into a  development  and  commercial  supply
agreement with Pharmacia & Upjohn to receive  formulation and packaging services
for one of the Company's drugs at specified prices. For the years ended December
31, 1999,  1998 and 1997,  the Company paid $1.3 million,  $2.6 million and $3.3
million,  respectively,  and recorded as expense $881,000, $2.9 million and $2.9
million,  respectively,  primarily for the cost of drug formulation development.
In 1998, the rights and  obligations  under this  agreement were  transferred to
Fresenius Kabi LLC with operating terms remaining the same.

     Under the prior and current  License  Agreements,  Pharmacia and Upjohn has
provided  the Company  with  funding and  development  for the right to sell and
market the funded  products  once  approved.  The Company will  receive  royalty
income based on the future drug product sales.  For the years ended December 31,
1999,  1998 and 1997, the Company  recorded  license  revenues of $14.0 million,
$9.3  million  and $1.9  million,  respectively,  related to the billing for the
reimbursement  of  preclinical  and clinical  costs and no  royalties  from drug
product sales.

     Certain of the  Company's  research  has been or is being funded in part by
Small Business Innovation Research 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  intentions
to a third party based on certain  criteria.  For the years ended  December  31,
1999,  1998 and 1997,  the Company has recorded  income from grants of $438,000,
$674,000 and $146,000, respectively.

     In February  1998, the Company agreed to guaranty a term loan in the amount
of $7.6  million  from a bank to a director of the Company at the time.  In June
1998, the director did not stand for re-election on the Board of Directors.  The
loan was due and  payable on July 31,  1999,  and was  subsequently  extended to
October 31, 2000. In conjunction with the extension,  the Company  increased its
security  interest to include  substantially  all of the personal  assets of the
former director.  Additionally, with the extension of the guaranty of this loan,
the former  director  paid to the  Company a  transaction  fee of  $152,000.  In
connection  with  the  extension  agreement,  as of March 9,  2000,  the  former
director  has reduced the  outstanding  balance of the loan,  and the  Company's
guaranty,  to $3.3  million.  Under the loan  agreement  and the  guaranty,  the
individual and Miravant are subject to the  maintenance  of specified  financial
and other covenants.

     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.

8.        Leases

     The Company  leases four  buildings for a total monthly  rental  expense of
$116,000.  Three of the leases were renewed in 1999 and all four expire  between
August 2002 and December 2003.  The leases  provide for annual rental  increases
based upon a consumer price index. In July 1997, the Company began to sublease a
portion of one of its buildings to Ramus, an affiliate.  The sublease  agreement
was for two years with rent based upon the percentage of square footage occupied
and was extended during 1999 to March 2000. Sublease rental income from Ramus is
approximately  $4,100 per month.  Additionally,  in December  1999,  the Company
sublet  one of its  buildings  to two  separate  parties.  Both of the  sublease
agreements  expire in 2003 and provide for annual  rent  increases  based of the
consumer price index.  Sublease  rental income from these parties is $33,000 per
month. Sublease rental income is netted against the Company's rent expense.

     Beginning in 1993,  the Company  entered into capital lease  agreements for
various research equipment.  The leases were from one to five years and required
equal monthly payments of principal and interest, with interest ranging from 10%
to 14%.  Amortization  expense related to this  capitalized  leased equipment is
included as  depreciation  expense.  Accumulated  amortization  was $176,000 and
$158,000 at December 31, 1999 and 1998,  respectively.  As of December 31, 1999,
the Company had no remaining capital lease obligations.

     Future minimum operating lease payments,  net of sublease rental income, as
of December 31, 1999 are as follows:
<TABLE>
<CAPTION>
<S>                                                  <C>                  <C>                   <C>

                                                      Lease Amount             Minimum
                                                         Payable          Sublease Revenues           Net

                                                    ------------------   --------------------  ------------------
        2000..........................................   $ 1,387,000             $  333,000         $ 1,054,000
        2001..........................................     1,387,000                395,000             992,000
        2002..........................................     1,160,000                395,000             765,000
        2003..........................................       652,000                329,000             323,000
                                                    ------------------   --------------------  ------------------
        Total minimum lease payments..................   $ 4,586,000            $ 1,452,000         $ 3,134,000
                                                    ------------------   --------------------  ------------------
</TABLE>

     Rent  expense was $1.3  million,  $1.1  million and  $866,000 for the years
ended December 31, 1999, 1998 and 1997, respectively,  net of sublease income of
$47,000, $45,000 and $20,000, respectively.

9.       Related Party Transactions

     An outside  director  of the  Company is an officer of a  consulting  firm,
which provides corporate  financial  consulting services in the areas of mergers
and  acquisitions,   public  and  private  financings,  strategic  planning  and
financial analysis.  Both the consulting firm and the outside director have been
advisors  to the  Company  since 1991 and have been  involved  in the  Company's
private and public financings from 1991 to the present.  The consulting firm was
paid $222,000 in  connection  with the Company's  private  equity  placements in
1997. In connection with ongoing  services  provided by the consulting firm, the
Company  recorded as expense  $2,000,  $373,000 and $178,000 for the years ended
December 31, 1999, 1998 and 1997, respectively.

     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.  The Company paid  $57,000 in  connection  with legal  services for the
Company's private equity placements in 1997 and $86,000 related to the Pharmacia
& Upjohn Equity  Investment in 1999. In connection  with general legal  services
provided by the law firm, the Company recorded as expense $46,000,  $246,000 and
$155,000 for the years ended December 31, 1999, 1998 and 1997, respectively.

10.      Fair Value of Financial Instruments

     The  following is  information  concerning  the fair value of each class of
financial instrument as of December 31, 1999 and 1998:

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.

Long-Term Obligations

     The carrying amount of long-term obligations  approximate their fair values
due to variable interest rates on these obligations.



                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S>             <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
10.1            Amendment No. 7 dated as of January 1, 1999 to Employment Agreement between the             [H][10.1]
                Registrant and Gary S. Kledzik.**
10.2            Amendment No. 12 dated as of January 1, 1999 to Employment Agreement between the            [H][10.2]
                Registrant and David E. Mai.**
10.3            Amendment No. 4 dated as of January 1, 1999 to Employment Agreement between the             [H][10.3]
                Registrant and John M. Philpott.**
10.4            Equity Investment Agreement dated January 15, 1999 between the Registrant and Pharmacia &   [I][10.1]
                Upjohn, Inc., and Pharmacia & Upjohn, S.p.A.
10.5            Credit Agreement between the Registrant and the Lender.                                     [I][10.2]
10.6            Warrant Agreement between the Registrant and Pharmacia & Upjohn, Inc.                       [I][10.3]
10.7            Security Agreement between the Registrant and the Secured Party.                            [I][10.4]
10.8            Registration Rights Agreement between the Registrant and Pharmacia & Upjohn, Inc.           [I][10.5]
10.9            Amended and Restated Ophthalmology Development & License Agreement between the Registrant   [I][10.6]
                and Pharmacia & Upjohn AB.
10.10           Cardiovascular Right of First Negotiation between the Registrant and Pharmacia & Upjohn,    [I][10.7]
                Inc.
10.11           Guaranty Letter Agreement dated August 4, 1999 between the Registrant, Michael D. Farney
                and Sanwa Bank.*
10.12           Third Amendment to Term Loan Agreement dated October 31, 1999 between the Registrant,
                Michael D. Farney and Sanwa Bank.
10.13           Stock Pledge Agreement dated October 27, 1999 between the Registrant, Michael D. Farney
                and Sanwa Bank.*
10.14           Account Control Agreement dated October 27, 1999 between the Registrant, Michael D.
                Farney and Salomon Smith Barney Inc.*
21.1            Subsidiaries of the Registrant.
23.1            Consent of Independent Auditors.
27.1            Financial Data Schedule.

-------------------------------------------
</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 (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 10-Q for the quarter  ended March 31,
     1999 (File No. 0-25544).
[I]  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).
**   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.