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, 2000

                                       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
 incorporation  or  organization)                           Identification No.)

                336 Bollay Drive, Santa Barbara, California 93117

          (Address of principal executive offices, including zip code)
                                 (805) 685-9880

              (Registrant's telephone number, including area code)

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

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

                          Common Stock, $.01 Par Value

                          Common Share Purchase Rights

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

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

     The   approximate   aggregate   market   value  of  voting  stock  held  by
non-affiliates as of March 12, 2001 based upon the last sale price of the Common
Stock of $8.00 per  share,  as  reported  on the  Nasdaq  National  Market,  was
approximately   $112,891,064.   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 12, 2001 was
18,582,750.


<PAGE>




DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the following  document are incorporated by reference into Part
III of this Form 10-K:  the Proxy  Statement  for the  Registrant's  2001 Annual
Meeting of  Stockholders  scheduled  to be held on June 26,  2001. A copy of the
proxy  statement may be obtained,  when  available,  upon written request to the
Corporate  Secretary,  Miravant Medical  Technologies,  336 Bollay Drive,  Santa
Barbara, CA 93117.


<PAGE>



                          MIRAVANT MEDICAL TECHNOLOGIES

                           ANNUAL REPORT ON FORM 10-K

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                TABLE OF CONTENTS

                                     PART I
<TABLE>
<CAPTION>
<S>     <C>    <C>                                                                                                <C>

Item     1.    Business ...........................................................................................4
Item     2.    Properties .........................................................................................20
Item     3.    Legal Proceedings...................................................................................21
Item     4.    Submission of Matters to a Vote of Security-Holders.................................................21

                                     PART II

Item     5.    Market for Registrant's Common Equity and Related Stockholder Matters...............................22
Item     6.    Selected Consolidated Financial Data................................................................23
Item     7.    Management's Discussion and Analysis of Financial Condition and Results of Operations...............24
Item     7A.   Qualitative and Quantitative Disclosures About Market Risk..........................................46
Item     8.    Financial Statements and Supplementary Data.........................................................46
Item     9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure................66

                                    PART III

Item     10.   Directors and Executive Officers of the Registrant .................................................67
Item     11.   Executive Compensation..............................................................................67
Item     12.   Security Ownership of Certain Beneficial Owners and Management......................................67
Item     13.   Certain Relationships and Related Transactions......................................................67

                                    PART IV

Item     14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K.....................................68

</TABLE>


<PAGE>


                                     PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Annual Report on Form 10-K contains forward-looking statements,  which
involve known and unknown risks and  uncertainties.  These statements  relate to
our future plans, objectives,  expectations and intentions. These statements may
be identified by the use of words such as "may," "will," "should,"  "potential,"
"expects,"   "anticipates,"   "intends,"   "plans,"   "believes"   and   similar
expressions. These statements are based on our current beliefs, expectations and
assumptions and are subject to a number of risks and  uncertainties.  Our actual
results could differ  materially from those discussed in these  statements.  See
"--Risk  Factors",  included  in Item 7,  for a  discussion  of  certain  risks,
including those relating to our operating losses, our early stage of development
and our products,  strategic  collaborations,  risks related to our industry and
forward-looking statements.

ITEM 1.  BUSINESS

General

     Miravant  Medical  Technologies  is developing  light  activated  drugs and
associated devices for a medical procedure called photodynamic  therapy. We have
branded  our  proprietary  version of  photodynamic  therapy as  PhotoPoint(TM).
PhotoPoint therapy integrates our drugs with our light producing  components and
light delivery  devices to achieve a photochemical  effect on targeted  diseased
cells and blood  vessels.  We  believe  that  PhotoPoint  therapy  is a platform
technology  that has the  potential to be a safe and  effective  treatment for a
broad range of diseases including those in ophthalmology,  oncology,  cardiology
and dermatology. We are currently conducting a variety of preclinical studies in
each of these areas and are supporting  human clinical  trials in  ophthalmology
with our lead drug candidate, SnET2, or tin ethyl etiopurpurin.

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.

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

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

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

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

Industry

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

Business Strategy

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

Technology and Products

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

     Drug  Technology.  We hold  exclusive  license  rights under certain United
States  and  foreign  patents to several  classes of  synthetic,  photoselective
compounds,  subject to  certain  governmental  rights,  as  described  under the
heading Patents and Proprietary  Technology.  From our classes of compounds,  we
have selected SnET2 as our leading drug candidate and have used SnET2 in each of
our  clinical  trials to date.  We have  granted  to  Pharmacia  Corporation  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:

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

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

     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 about the size of a desktop
computer,  are smaller and more  portable than  traditional  laser  systems.  We
believe that our diode  systems may 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  therapy.
These devices must be highly  flexible and  appropriate  for  endoscopic use and
must be able to deliver unique patterns of uniform,  diffuse light for different
disease  applications.  Some of our products include  microlenses that produce a
tiny flashlight beam for discrete surface lesions, the Flex(R) cylinder diffuser
which  delivers light in a radial pattern along a flexible tip for sites such as
the  esophagus and  spherical  diffusers  which emit a diffuse ball of light for
sites such as the bladder or  nasopharynx.  Some of our light  delivery  devices
have been used in our clinical trials.  We have also developed light measurement
devices for  PhotoPoint  therapy  including  devices that detect  wavelength and
fluorescence to facilitate the measurement of light or drug dose.

Targeted Diseases and Clinical Trials

     We believe  that our  PhotoPoint  therapy 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  primary
collaborative  effort with our  corporate  partner  Pharmacia  Corporation.  Our
decision  to proceed to clinical  trials in any  application  depends  upon such
factors  as  the  results  of  preclinical  studies,   governmental   regulatory
communications, competitive factors, corporate partner commitment and resources,
economic considerations and our overall business strategy.

Ophthalmology

     We believe that our PhotoPoint therapy has the potential to treat a variety
of ophthalmic disorders, including conditions caused by neovascularization, such
as AMD, as well as other ophthalmic conditions. Neovascularization in the eye is
a condition in which new blood vessels grow abnormally  under the surface of the
retina or other parts of the eye. 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  supporting  human
clinical  trials for the  treatment of choroidal  neovascularization  associated
with AMD.  We targeted  this area  because it was an unmet  medical  need with a
large  potential  market size,  and has the potential  for  expedited  review by
governmental  regulatory bodies. We are collaborating with Pharmacia Corporation
on the  co-development  of SnET2 in  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 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 data can be  submitted  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 and the clinical  trial  enrollment was  subsequently  closed in
December 1999. Under our License Agreement with Pharmacia Corporation,  they are
responsible for the Phase III AMD clinical  trials,  as well as determining when
and if to file for  marketing  approval  with  the  FDA.  In  January  2001,  we
announced  that  Pharmacia  Corporation  performed  an interim  analysis  of the
12-month  patient data, and has elected to continue the clinical trials to their
24-month  conclusion in December 2001.  Subsequently,  a full analysis of safety
and efficacy  data will be performed  and a  determination  of the status of the
SnET2 AMD program  will be made.  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  therapy for the treatment of
cardiovascular disease, including restenosis.  Restenosis is the re-narrowing of
arteries following balloon angioplasty due to cellular overgrowth which can lead
to  recurrence  of severe  symptoms and heart  failure.  A common  procedure for
widening  a blocked  coronary  artery is  balloon  angioplasty  followed  by the
placement of a stent.  Preclinical studies with PhotoPoint therapy indicate that
certain    photoselective    drugs   may   be    preferentially    retained   in
hyperproliferating cells in arterial walls and lipid-rich components of arterial
plaques. Data from these preclinical studies suggest that PhotoPoint therapy may
aid in the  prevention  and treatment of restenosis by inhibiting the aggressive
overgrowth of cells that block arteries.  We are conducting  preclinical studies
using new drug  candidates  and light  delivery  catheters for the prevention of
restenosis,  as well as  early  preclinical  studies  for  other  cardiovascular
diseases such as vascular graft intimal hyperplasia and diffuse atherosclerosis.

Dermatology

     A number of  dermatological,  or skin,  disorders have shown  potential for
treatment with PhotoPoint  therapy.  One of these is psoriasis,  a non-cancerous
chronic and potentially  debilitating skin disorder. We are currently developing
a topical gel  formulation  of a new  photosensitizer  for  psoriasis  and other
dermatological   diseases.  We  expect  to  file  an  Investigational  New  Drug
application  or IND,  with the FDA and to begin  Phase I clinical  trials of the
topical  drug  in  2001.  We  are  continuing  to  evaluate  other   dermatology
indications  and may advance to  clinical  trials  based on the  progress of the
development of the topical  photosensitizers,  results of  preclinical  studies,
communications   with  governmental   regulatory   agencies,   potential  market
considerations and other factors.

Oncology

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

     We continue to conduct research in oncology. This research includes further
exploration of the mechanism of action of PhotoPoint therapy at the cellular and
tissue  level,  the  effect  of  PhotoPoint  therapy  on tumor  vasculature  and
evaluation of new photosensitizers in solid tumor models.

     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 have
completed  a Phase I clinical  trial  using  SnET2 in  patients  with  localized
prostate cancer. The data from this study are presently being analyzed.

     Other Cancers.  We have an existing oncology IND for our drug SnET2,  under
which we may  choose  to  submit  protocols  for  clinical  trials  in  oncology
indications.  Under this IND we conducted  trials for treatment of certain basal
cell carcinomas,  cutaneous  metastatic breast cancer, or CMBC and for treatment
of  AIDS-related  Kaposi's  sarcoma.  During 1998, we announced that we would no
longer pursue the  commercialization  of SnET2 for treating CMBC.  This decision
was made  because of  business  considerations,  such as the need for  increased
internal  resources  for  a  small  CMBC  market,  increased  costs  of  meeting
regulatory approval requirements and a lack of a committed marketing partner for
this disease  indication.  We  discontinued  trials in basal cell  carcinoma and
AIDS-related  Kaposi's  sarcoma for similar  reasons and renewed  focus on large
market  opportunities  and those with significant  unmet medical needs. The data
and experience 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 solid tumors.

Other Disease Areas

     We are  investigating the use of PhotoPoint  therapy 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.  Our intent is to focus our
activities and resources on disease  applications  which represent large markets
and/or 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  trials  and  gain  access  to  distribution  channels  and
additional technology.

Definitive Collaborative Agreements

Pharmacia Corporation

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

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

     *    The co-development of, and exclusive marketing rights to, SnET2 in the
          fields of oncology, urology and dermatology;
     *    A $13.0 million equity investment in Miravant; and
     *    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:

     *    An additional  financial  commitment by Pharmacia  Corporation  to our
          oncology  and urology  programs,  providing  us with $2.5  million per
          quarter for eight (8) quarters;
     *    Additional flexibility in our oncology and urology programs;
     *    Increased reimbursement commitment by Pharmacia Corporation to our AMD
          ophthalmology  program,  which provided for the  reimbursement of most
          out-of-pocket expenses;
     *    The  development  and  marketing   rights  for  SnET2  in  dermatology
          reverting back to Miravant; and
     *    Transfer of the formulation of the 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:

     *    Pharmacia  Corporation increased its participation in ophthalmology by
          assuming operational control of the clinical and regulatory aspects of
          the joint ophthalmic programs, including AMD;
     *    We agreed to transfer to Pharmacia  Corporation our  ophthalmology IND
          and related  filings  necessary  for  conducting  SnET2  ophthalmology
          clinical trials;
     *    Pharmacia   Corporation   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;
     *    Eliminated future AMD milestone  payments and eliminated the remaining
          six (6) $2.5 million  quarterly  funding payments for our oncology and
          urology programs, specified in the 1998 Amendments; and
     *    Added a right of first  negotiation by Pharmacia  Corporation to SnET2
          marketing  rights in the  cardiovascular  field,  subject  to  certain
          limitations.

     In January 2001, we signed a  non-binding  letter of intent with  Pharmacia
Corporation to provide us with up to an additional $20.0 million of funding. The
terms and conditions under which any funding will be available to us are subject
to further  negotiations,  which are currently ongoing. As discussions  continue
with Pharmacia  Corporation  regarding the additional  funding,  there can be no
assurance  that the  negotiations  will be successful or that we will be able to
enter into a definitive agreement.

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

     Under the License Agreements:

     *    Pharmacia Corporation is responsible for conducting certain aspects of
          clinical trials  involving SnET2 and to fund certain other current and
          future  preclinical  studies  and  clinical  trials  conducted  by  us
          involving SnET2;
     *    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;
     *    Pharmacia Corporation 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
     *    Pharmacia Corporation 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 a
          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 (10) years
from the first commercial sale of SnET2 on a country-by-country basis, whichever
is longer. After those periods have expired,  Pharmacia Corporation 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  Corporation  is  required  to  pay  royalties,   and,  under  certain
provisions, either party may terminate the agreement.

     Equity  Investment  Agreement.  In connection with the 1999 Amendments,  we
entered into the Equity Investment Agreement,  under which Pharmacia Corporation
purchased from us 1,136,533 shares of our Common Stock for an aggregate purchase
price of $19.0 million. This agreement is in addition to the 1994 and 1995 stock
purchase  agreements,  under which  Pharmacia  Corporation  purchased a total of
725,001 shares of Common Stock from us for a total of $13.0 million.  Currently,
Pharmacia  Corporation  holds a total of 1,861,534  shares of Common Stock and a
total of 360,000 warrants to purchase Common Stock.

     Credit Agreement.  In connection with the 1999 Amendments,  we entered into
the Credit  Agreement  under which  Pharmacia  Corporation  extended to us up to
$22.5 million in the form of six (6) 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.  As of December 31, 2000, we have received
the entire $22.5 million  available  under the Credit  Agreement.  In connection
with the quarterly loans received,  we have issued warrants to purchase  360,000
shares of Common  Stock at an  exercise  price of $11.87 per  warrant  share for
120,000  shares,  $14.83 per  warrant  share for  120,000  shares and $20.62 per
warrant share for the last 120,000 shares.  These warrants expire five (5) years
from the date of issuance.

     Warrant Agreement. In connection with the 1999 Amendments,  we entered into
the Warrant Agreement.  The 360,000 warrants that have been issued in connection
with the quarterly loans, as stated above,  have been issued under the terms and
conditions  of the  Warrant  Agreement.  Under this  agreement,  if the  average
closing  price of our Common  Stock for thirty  (30)  trading  days  exceeds the
exercise price of the warrants,  we are entitled to cause Pharmacia  Corporation
to exercise the related warrants, under the terms specified in the agreement.

     Drug  Supply  Agreement.  Under  a  Drug  Supply  Agreement  we  agreed  to
manufacture,  or have manufactured,  and supply to Pharmacia  Corporation,  upon
specified payment terms, their requirements of SnET2 in finished  pharmaceutical
form for clinical and commercial purposes in the area of photodynamic therapy in
the fields  contained  in the  License  Agreements.  The Drug  Supply  Agreement
remains  in force for the  duration  of the  patents  related  to SnET2 or for a
period  of ten  (10)  years  from  the  first  commercial  sale  of  SnET2  on a
country-by-country  basis,  whichever is longer,  subject to  termination  under
limited circumstances.  Upon termination,  we have agreed to continue to provide
SnET2 to Pharmacia Corporation on terms to be negotiated by the parties.

     Device Supply Agreements. We have entered into two Device Supply Agreements
with  Pharmacia  Corporation.  Under one Device Supply  Agreement,  we appointed
Pharmacia  Corporation  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 for use in the fields of oncology  and  urology.
Under the other Device Supply Agreement,  we appointed Pharmacia  Corporation as
an  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
for use in the field of ophthalmology.  The Device Supply Agreements provide for
the sale by Miravant to  Pharmacia  Corporation  of 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  Agreements,  Pharmacia
Corporation is prohibited  from  developing,  manufacturing  or purchasing  from
third parties these light devices or  distributing  or selling them for use with
any  photodynamic  drug other than  SnET2.  If we decide not to or are unable to
manufacture  or supply a  particular  light  device,  Pharmacia  Corporation  is
entitled to manufacture that device.  The License Agreements remain in force for
the  duration of the patents  related to SnET2 or for a period of ten (10) years
from the first commercial sale of SnET2 on a country-by-country basis, whichever
is longer, subject to 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:

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

     The agreement remains in effect,  subject to earlier termination in certain
circumstances,  until ten (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
the commercialization of this device is governed in part by this agreement.

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

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

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

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

Fresenius AG

     Formulation  Agreement.  In August 1994, we entered into a supply  contract
with  Pharmacia  Corporation  to develop an emulsion  formulation  suitable  for
intravenous  administration  of SnET2.  Effective  November 30, 1998,  Pharmacia
Corporation's  rights  and  obligations  under the  Formulation  Agreement  were
assigned to Fresenius  Kabi LLC, a subsidiary of Fresenius AG, or Fresenius,  as
part of an Asset Transfer Agreement between Pharmacia Corporation and Fresenius.
The operating terms of the Formulation Agreement were not changed as part of the
assignment and the terms are as follows:

     *    They agreed to be our exclusive supplier of such emulsion products;
     *    They  agreed  to   manufacture   and  supply  all  of  our   worldwide
          requirements of certain emulsion formulations containing SnET2; and
     *    They agreed not to 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. Additionally, we understand
that Pharmacia  Corporation  also has a supply  agreement with Fresenius for the
final  formulation  and supply of SnET2 and has no  obligation  to acquire SnET2
through us.

Ramus Medical Technologies

     In December 1996,  our wholly owned  subsidiary,  Miravant  Cardiovascular,
Inc., entered into a co-development  agreement with Ramus Medical  Technologies,
or Ramus, an innovator in the development of autologous tissue  stent-grafts for
vascular  bypass  surgeries.  Generally  the  agreement  provides  us  with  the
exclusive rights to co-develop our photodynamic  therapy  technology with Ramus'
proprietary  technology in the  development  of autologous  vascular  grafts for
coronary  arteries and other  vessels.  Ramus shall  provide,  at no cost to us,
products  for use in  preclinical  studies  and  clinical  trials with all other
preclinical and clinical costs to be paid by us. The agreement remains in effect
until the later of ten (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.  Currently,  there are
no active collaborative projects.

     In  conjunction  with the  co-development  agreement,  we  purchased a $2.0
million  equity  interest  in Ramus,  and  obtained  an option  to  acquire  the
remaining  shares of Ramus.  We have  declined to  exercise  this option and the
option  period  has now  expired.  Further,  we have  first  refusal  rights and
pre-emptive  rights for any issuance of new securities,  whether debt or equity,
made by Ramus.  Additionally,  we entered into a revolving credit agreement with
Ramus, which provided Ramus with the ability to borrow up to $2.0 million. As of
December 31, 2000,  the entire $2.0 million has been fully  utilized and we have
reserved for the entire  outstanding  balance of principal and accrued interest.
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, we purchased an equity interest in Xillix Technologies Corp.,
or Xillix.  We received  2,691,904 shares of Xillix common stock in exchange for
$3.0 million in cash and 58,909 shares of Miravant  Common Stock. In conjunction
with the  investment,  we also  entered  into an  exclusive  strategic  alliance
agreement with Xillix to co-develop proprietary systems incorporating PhotoPoint
therapy and Xillix's fluorescence imaging technology for diagnosing and treating
early stage cancer and pre-malignant  tissues.  The agreement provides that both
companies  will own  co-developed  products  and will  share  the  research  and
development costs associated with the development  program.  Xillix will receive
drug royalty payments from us based on the sale of our drugs used in conjunction
with the co-developed technology.  Currently,  there are no active collaborative
projects.

Laserscope

     In April 1992,  we entered into a seven (7) year  license and  distribution
agreement with Laserscope, a surgical laser company. Under this agreement, among
other terms:

     *    We granted to Laserscope  rights to  manufacture  and sell a dye laser
          module developed by us;
     *    We retained the right to manufacture and sell this system for use with
          our own photoselective drugs; and
     *    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 dye laser
technology.

Letter Agreements

     Miravant  has also entered into letter  agreements  with Boston  Scientific
Corporation,  or BSC, Chiron  Diagnostics,  or Chiron,  Cordis  Corporation,  or
Cordis,  and Medicis  Pharmaceutical  Corporation,  or Medicis.  We have not yet
entered  in any  definitive  agreements,  nor are  there  currently  any  active
projects  with  BSC,  Chiron,  Cordis or  Medicis.  There is no  assurance  that
definitive  agreements  will be entered into or that further  evolution of these
collaborations will continue.

Research and Development Programs

     Our research and  development  programs  are devoted to the  discovery  and
development  of  drugs  and  devices  for  PhotoPoint  therapy.  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 therapy.  These
programs include  development of fiber optic light delivery devices,  as well as
light sources.  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.
These grants have been sponsored by the National Institutes of Health and/or the
Small Business Innovative Research Administration, which complement our research
efforts and facilitate new development.

Manufacturing

     Our strategy is generally to retain manufacturing rights and maintain pilot
manufacturing   capabilities   and,  where  appropriate  due  to  financial  and
production  constraints,  to partner  with  leading  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,  the process up to the final  formulation and
packaging step, and have the ability to manufacture  light producing devices and
light delivery devices and conduct other production and testing  activities,  at
this location.  However, we have limited capabilities,  personnel and experience
in the manufacture of finished 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
supplier is Fresenius,  which  processes our SnET2 drug substance into a sterile
injectable  formulation and packages it in vials for distribution by Miravant or
Pharmacia  Corporation.  We expect to continue to develop new drugs and new drug
formulations  both in-house and using external  suppliers,  which may or may not
have  similar  dependencies  on  suppliers.  Another  supplier  is Iridex  which
currently  provides the light producing  devices used in our AMD clinical trials
and for commercial use.

     Prior to our being able to supply drugs or devices for commercial  use, our
manufacturing  facilities,  as well as the  Iridex and  Fresenius  manufacturing
facilities, must comply with Good Manufacturing Practices, or GMPs, which we are
currently in compliance  with.  Prior to commercial sales of our drug and device
products,  these  facilities  all will have to be approved by the FDA. We, along
with our  suppliers,  are able to manufacture  our drug and device  products for
clinical trial use and commercial use, pending final FDA approval.  In addition,
if we elect to  outsource  manufacturing  to  third-party  manufacturers,  these
facilities also have to satisfy GMP and FDA manufacturing requirements.

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


Marketing, Sales and Distribution

     Our strategy is to partner with leading  pharmaceutical  and medical device
companies for the marketing,  sales and  distribution  of our products.  We have
granted to Pharmacia Corporation the exclusive,  worldwide license to market and
sell our leading  drug  candidate  SnET2 in the fields  contained in the License
Agreements.  We have granted to Iridex the worldwide  license to market and sell
all co-developed  light producing  devices for use in PhotoPoint  therapy in the
field  of   ophthalmology,   subject  to  certain   provisions   with  Pharmacia
Corporation. We have a limited letter agreement with Medicis that provides for a
worldwide license to market and sell certain drugs for use in PhotoPoint therapy
in the field of dermatology.  Also, under the terms of our co-development letter
agreements  with BSC 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  - BSC 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 any long-term agreements with Medicis, BSC or Cordis.

     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. The following is a summary of our
current patents:

     *    Record  owner  of  thirty-four  (34)  issued  United  States  patents,
          primarily device, expiring 2010 through 2019;
     *    Record  owner of six (6) issued  foreign  patents,  primarily  device,
          expiring 2012 through 2014;
     *    Exclusive  license  rights under  eighteen  (18) issued  United States
          patents, primarily pharmaceutical, expiring 2006 through 2017;
     *    Exclusive  license  rights  under  five (5)  issued  foreign  patents,
          expiring 2006 through 2017;
     *    Co-owner or licensee of four (4) additional  issued patents,  expiring
          2015 through 2017; and
     *    Holder  of a number  of  United  States  and  related  foreign  patent
          applications filed and pending,  relating to photoselective compounds,
          light devices and methods.

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

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

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

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

Government Regulation

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

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

     *    Preclinical studies (laboratory and animal tests);
     *    The  submission  to the FDA of an  application  for an IND  exemption,
          which must become effective before human clinical trials may commence;
     *    Adequate and  well-conducted  clinical trials to establish  safety and
          efficacy of the drug for its intended use; and
     *    The  submission  to the FDA of 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 asks for  additional  information,  additional
review time, or otherwise  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.

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

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

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

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

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

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

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

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

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

Competition

     The  pharmaceutical  and medical  device  industries are  characterized  by
extensive  worldwide  research and development  efforts and rapid  technological
change.  Competition from other domestic and foreign  pharmaceutical  or medical
device companies and research and academic  institutions in the areas of product
development, product and technology acquisition,  manufacturing and marketing is
intense and is expected to increase.  These competitors may succeed in obtaining
approval  from the FDA or other  regulatory  agencies  for their  products  more
rapidly than 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 are aware that other  companies  are  marketing  or  developing  certain
products to  prevent,  diagnose or treat  diseases  for which we are  developing
PhotoPoint  therapy.  These  products,  as well as others of which we may not be
aware,  may  adversely  affect the existing or future  market for our  products.
Competitive  products may  include,  but are not limited to, drugs such as those
designed to inhibit angiogenesis or otherwise target new blood vessels,  certain
medical devices and other photodynamic therapy treatments.

     We are aware of various  competitors  involved in the photodynamic  therapy
sector.  We understand that these companies are conducting  preclinical  studies
and/or  clinical  trials  in  various  countries  and for a variety  of  disease
indications.  One  company is QLT Inc.,  or QLT. We  understand  that QLT's drug
Visudyne(TM)  has received  marketing  approval in the United States and certain
other  countries for the  treatment of AMD. QLT is therefore  first to market in
this disease area. We understand  that at least two other  photodynamic  therapy
drugs have received  marketing approval in the United States - Photofrin(R) (QLT
/ Axcan  Pharmaceuticals)  for the treatment of certain oncology indications and
Levulan(R) (DUSA  Pharmaceuticals  / Berlex  Laboratories)  for the treatment of
actinic keratoses, a dermatological  condition.  We are aware of other drugs and
devices under development by these and other photodynamic  therapy  competitors,
such as Pharmacyclics,  in disease areas for which we are developing  PhotoPoint
therapy.  These  competitors may develop  superior  products or reach the market
prior to PhotoPoint therapy and render our products non-competitive or obsolete.

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

Corporate Offices

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

Employees

     As of March 12, 2001,  we employed  144  individuals,  approximately  79 of
which were engaged in research and development, 23 were engaged in manufacturing
and clinical  activities  and 42 in general and  administrative  activities.  We
believe  that  our  relationship  with  our  employees  is good  and none of the
employees are represented by a labor union.

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

                               EXECUTIVE OFFICERS

     The names, ages and certain additional information of the current executive
officers of the Company are as follows:
<TABLE>
<CAPTION>
<S>     <C>                                <C>       <C>

                  Name                      Age                             Position

         Gary S. Kledzik, Ph.D.             51       Chairman of the Board and Chief Executive Officer

         David E. Mai                       56       President of Miravant  Medical  Technologies,  Miravant  Systems,  Inc.,
                                                     Miravant Cardiovascular, Inc., Miravant Pharmaceuticals, Inc. and Director

         John M. Philpott                   40       Chief Financial Officer and Treasurer
</TABLE>


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

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

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



<PAGE>




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,  of which approximately  31,300 square feet is subleased.  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 habe the ability to
manufacture  and distribute the active  pharmaceutical  ingredients in our 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  $57,400
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  $35,300 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.

     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 is
currently  on a  month-to-month  basis with rent based  upon the  percentage  of
square footage occupied. Rental income from Ramus, which is approximately $4,900
per month, is also subject to increases based upon the consumer price index.

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

     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  2002 or early  2003.  Depending  on our  future  needs  and
financial capabilities we may or may not continue this project.


<PAGE>



ITEM 3.  LEGAL PROCEEDINGS

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

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2000.


<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 bid prices per share of Common
Stock as reported on The Nasdaq  National  Market based on  published  financial
sources.

<TABLE>
<CAPTION>
<S>     <C>                                                                                               <C>          <C>
                                                                                                          High        Low

2000:
   Fourth quarter.................................................................................        $ 21.75      $9.00
   Third quarter..................................................................................          25.94      16.75
   Second quarter.................................................................................          23.25      10.00
   First quarter..................................................................................          29.63       9.31

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
</TABLE>

     As of March 12, 2001, there were  approximately  287 stockholders of record
of the Common  Stock,  which does not include  "street  accounts" of  securities
brokers.  Based on the number of proxies requested by brokers in connection with
our  annual  meeting  of  stockholders,  we  estimate  that the total  number of
stockholders of the Common Stock exceeds 5,000.

     We have never paid dividends,  cash or otherwise,  on our capital stock and
do not anticipate  paying any dividends in the foreseeable  future. We currently
intend to retain future earnings,  if any, to finance the growth and development
of our business.  Our Credit Agreement with Pharmacia  Corporation prohibits the
payment of dividends on our 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, 2000. The consolidated  financial statements for the five fiscal years ended
December 31, 2000 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,

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

                                          2000             1999             1998            1997             1996
                                    ---------------  --------------- ---------------  ---------------  ---------------
                                                     (in thousands, except share and per share data)
Statement of Operations Data:

Revenues .........................   $      4,593     $     14,577     $    10,179     $      2,278     $      3,598
Cost and expenses:
   Research and development.......         19,944           29,749          29,233           20,244           15,720
   Selling, general and
    administrative................          6,273            7,473           9,626           13,716            6,393
   Loss in affiliate..............             --              417           2,929            1,105               --
                                    ---------------  --------------- ---------------  ---------------  ---------------
Total costs and expenses..........         26,217           37,639          41,788           35,065           22,113
                                    ---------------  --------------- ---------------  ---------------  ---------------
Loss from operations..............        (21,624)         (23,062)        (31,609)         (32,787)         (18,515)
Interest and other income (expense)
   Interest and other income......          1,370            1,240           3,546            2,584            2,407
   Interest expense...............         (2,254)            (434)             (1)              (6)             (34)
   Non-cash loss in investment (3)         (3,485)              --              --               --               --
                                     ---------------  ------------- ---------------  ---------------  ---------------
Total net interest and other
   income   (expense).............         (4,369)             806           3,545           2,578             2,373
                                    ---------------  --------------- ---------------  ---------------  ---------------
Net loss..........................   $    (25,993)    $    (22,256)    $   (28,064)    $    (30,209)    $    (16,142)
                                    ===============  =============== ===============  ===============  ===============
Net loss per share (1) ...........   $      (1.42)    $      (1.25)    $     (1.94)    $      (2.36)    $      (1.37)
                                    ===============  =============== ===============  ===============  ===============
Shares used in computing net
   loss per share (1) ............     18,294,525       17,768,670       14,464,044      12,791,044       11,786,429
                                    ===============  =============== ===============  ===============  ===============



                                                                        December 31,

                                    ----------------------------------------------------------------------------------
                                          2000             1999             1998            1997             1996
                                    ---------------  ----------------    -------------   --------------   ------------
                                                                       (in thousands)
Balance Sheet Data:

Cash and marketable securities (2)   $     20,835     $     22,789     $    11,284     $     83,462     $     52,098
Working capital...................         19,431           24,933          11,134           80,734           51,519
Total assets......................         28,027           35,823          23,810           93,031           59,886
Long-term obligations ............         24,888           15,506              --               --               21
Accumulated deficit...............       (157,167)        (131,174)       (108,918)         (80,854)         (50,645)
Total stockholders' equity
(deficit).........................           (164)          15,597          19,686           87,698           56,717
-----------

(1)      See Note 1 of Notes to Consolidated Financial Statements for information concerning the computation of net loss per share.
(2)      See  Notes 2 and 3 of  Notes  to  Consolidated  Financial  Statements  for  information  concerning  the  changes  in cash
         and marketable securities.
(3)      See Note 11 of Notes to Consolidated Financial Statements for information regarding the non-cash loss in investment.

</TABLE>


<PAGE>


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


     This   section   of  our   Annual   Report  on  Form  10-K  also   contains
forward-looking   statements,   which   involve  known  and  unknown  risks  and
uncertainties.   These  statements  relate  to  our  future  plans,  objectives,
expectations  and intentions.  These  statements may be identified by the use of
words such as "may," "will," "should,"  "potential,"  "expects,"  "anticipates,"
"intends,"  "plans,"  "believes" and similar  expressions.  These statements are
based on our current beliefs,  expectations and assumptions and are subject to a
number of risks and  uncertainties.  Our actual results could differ  materially
from those discussed in these statements.  See "--Risk Factors" for a discussion
of certain risks,  including those relating to our operating  losses,  our early
stage of development and our products,  strategic collaborations,  risks related
to our industry and forward-looking statements.

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

General

     Since our inception,  we have been principally  engaged in the research and
development of drugs and medical device products for use in PhotoPoint(TM),  our
proprietary  technologies for photodynamic  therapy.  We have been  unprofitable
since our founding  and have  incurred a  cumulative  net loss of  approximately
$157.2  million  as of  December  31,  2000.  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  historical  revenues  primarily  reflect  income earned from licensing
agreements,  grants  awarded,  royalties from device  product  sales,  milestone
payments,  payments  for our  devices  and  interest  income.  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  commercial product sales or royalties related to such product sales
until such approvals are received.

     Until we commercialize our product(s), we expect revenues to continue to be
attributed to licensing agreements.  Additional revenues may also be provided in
the near future from sales of drug  components to Pharmacia  Corporation.  These
drug  components are  manufactured  by Miravant and are used to manufacture  our
drug  SnET2,  which  is  currently  being  used in the wet  age-related  macular
degeneration  or AMD  preclinical  studies  and Phase III  clinical  trials.  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.

     Pharmacia  Corporation,  with our assistance,  is currently  conducting the
Phase III  clinical  trials for the  treatment  of AMD.  These trials were fully
enrolled in December 1999, and these patients are now in the two-year  follow-up
period for safety and  efficacy  evaluation.  Pharmacia  Corporation,  which has
assumed control of the clinical and regulatory aspects of SnET2 in ophthalmology
and the related  Phase III AMD  clinical  trials,  has  elected to continue  the
clinical  trials  through to the  conclusion of the two year  follow-up  period,
which is December 2001. Subsequently, a full analysis of the safety and efficacy
data  will be  performed  and a  determination  of the  status  of the SnET2 AMD
program will be made.

     We are also conducting  preclinical studies of new photoselective drugs for
cardiovascular  diseases,  in  particular  for the  prevention  and treatment of
restenosis.  Restenosis is the  renarrowing  of an artery that  commonly  occurs
after balloon  angioplasty  for  obstructive  coronary  artery  disease.  In our
dermatology  program,  we have developed a topical  formulation to deliver a new
photoselective drug through the skin and continue to conduct preclinical studies
with the expectation of pursuing certain clinical applications in the future. In
oncology, we are conducting  preclinical research of our photoselective  therapy
to destroy abnormal blood vessels in tumors. We are pursuing this tumor research
with some of our new  photoselective  drugs and also  investigating  combination
therapies with PhotoPoint  therapy and other types of compounds.  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  therapy  procedures  in  ophthalmology,
cardiovascular disease, dermatology, oncology or in any other indications.

     Under  the  1998  amendments  of  the  License  Agreements  with  Pharmacia
Corporation, we were to conduct all preclinical studies and U.S. clinical trials
in AMD  and  would  be  reimbursed  by  Pharmacia  Corporation  for  most of the
out-of-pocket  expenses  incurred.  Pharmacia  Corporation  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 an Equity Investment Agreement,  whereby Pharmacia
Corporation  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  Corporation  extended to us up to
$22.5  million  in  credit,   which  was  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.  As of December 31, 2000, we have received the entire $22.5
million  available  under the  Credit  Agreement.  Under the terms of the Credit
Agreement  and in connection  with each  draw-down,  we were  obligated to issue
Pharmacia Corporation a certain number of warrants based on the amount borrowed.
The  exercise  price of each  warrant  is 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
quarterly loans received,  we have issued warrants to purchase 360,000 shares of
Common  Stock at an  exercise  price of $11.87  per  warrant  share for  120,000
shares, $14.83 per warrant share for 120,000 shares and $20.62 per warrant share
for the last  120,000  shares.  Additionally,  in  connection  with  the  Equity
Investment  Agreement and the Credit Agreement,  in February 1999 we amended the
1998  amendments  of  the  License  Agreements  with  Pharmacia  Corporation  to
eliminate the remaining future cost  reimbursements for oncology and urology and
any future  milestone  payments in AMD. The  amendments  are referred to in this
report as the 1999 Amendments.

     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  Corporation  while  maintaining our core  development
programs.  We will  continue to evaluate the use of our  resources in connection
with our  operating  cash  balances,  funding  availability,  external  resource
assistance  and as  opportunities  present  themselves.  In  December  1999,  we
transitioned  the  majority  of the  operations  of the Phase  III AMD  clinical
trials, as well as the drug manufacturing scale-up responsibility,  to Pharmacia
Corporation in accordance with the 1999 Amendments. Pharmacia Corporation is now
responsible  for  directly  funding the  majority of the Phase III AMD  clinical
trials and drug manufacturing scale-up costs. We will continue to be responsible
for some of the drug and device development and manufacturing  necessary and the
majority of the preclinical studies required for the new drug application or NDA
submission  for AMD and will be reimbursed for most of those costs in accordance
with the 1999 Amendments.

Results of Operations

     The following  table provides a summary of our revenues for the years ended
December 31, 2000, 1999 and 1998:
<TABLE>
<CAPTION>
<S>     <C>                                                             <C>                <C>                  <C>

 ---------------------------------------------------------------------------------------------------------------------------
 Consolidated Revenues                                                   2000               1999                1998
 ---------------------------------------------------------------------------------------------------------------------------
 License - contract research and development...................         $ 4,481,000         $13,996,000         $ 9,314,000
 Royalties.....................................................                  --             143,000             191,000
 Grants........................................................             112,000             438,000             674,000
 ---------------------------------------------------------------------------------------------------------------------------
 Total revenues................................................         $ 4,593,000         $14,577,000          $10,179,000
 ---------------------------------------------------------------------------------------------------------------------------

</TABLE>


Revenues

Our revenues  increased  from $10.2 million in 1998 to $14.6 million in 1999 and
decreased to $4.6 million in 2000. The  fluctuations  in revenues are due to the
following:

     License  Income.   License  income,  which  represents   reimbursements  of
out-of-pocket or direct costs incurred in preclinical  studies and Phase III AMD
clinical  trials in 1999 and 2000,  decreased from $14.0 million in 1999 to $4.5
million  in 2000.  The  decrease  in  revenues  is  specifically  related to the
transition  of the  majority  of the  operations  of the Phase III AMD  clinical
trials  to  Pharmacia  Corporation  in  December  1999.  During  2000,  we  were
responsible for the oversight of the AMD related preclinical studies, as well as
a portion of the  equipment and drug costs related to the Phase III AMD clinical
trials. We were completely  reimbursed for all  out-of-pocket  preclinical study
costs and  approximately  half of the  equipment  and drug  costs.  In 1999,  in
addition to being  responsible  for the same types of costs incurred in 2000, we
were also responsible,  and subsequently reimbursed, for the out-of-pocket costs
associated   with  the  screening,   treatment  and  monitoring  of  individuals
participating in the Phase III AMD clinical trials.  Reimbursements  received in
1999 and 2000 were recorded in accordance with the 1999 Amendments.

     License income in 1998 represented a combination of reimbursements received
for costs  incurred  in the AMD  clinical  trials  and  payments  received  from
Pharmacia  Corporation  for our oncology  programs.  We recorded $3.1 million in
revenue for the specific reimbursement of out-of-pocket or direct costs incurred
in the Phase I, II and III  preclinical and clinical trial costs in AMD. We also
recorded  $6.2  million  in  revenue  for  payments   received  from   Pharmacia
Corporation  to cover  both  the  direct  and  indirect  costs  of our  oncology
programs.

     Grant  Income.  We have  recorded  grant income of  $112,000,  $438,000 and
$674,000 for the years ended  December 31,  2000,  1999 and 1998,  respectively.
Grant income is due to a two-year grant awarded in 1997 that was extended to the
end of 2000.  The  fluctuations  in grant  revenue are due to the timing of work
performed  under the grant  guidelines and the term of the grant.  While we will
continue  to  pursue  obtaining  grants  as a  means  of  funding  research  and
development  programs,  we have  not yet  received  any  additional  grants  and
currently do not have any grant funds available to us.  Additionally,  there can
be no assurance that we will be successful in obtaining any future grants.

     Royalty Income. We earned royalty income from a 1992 license agreement with
Laserscope,  which  provided  royalties on the sale of our  previously  designed
device  products.  We recorded income of $143,000 and $191,000 in 1999 and 1998,
respectively. We did not record any royalty income under this agreement in 2000,
or plan to in the future, as the 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.  Additionally,  as a result of the transition of
the majority of the operations of the Phase III AMD clinical  trials and funding
responsibility  to Pharmacia  Corporation  and the completion of the majority of
the  preclinical  studies  required for AMD, we  anticipate  our license  income
related to the  reimbursement  of  out-of-pocket  or direct costs  incurred will
decrease in 2001,  as will our  expenses  related to the Phase III AMD  clinical
trials.  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 $19.9 million in 2000  decreased
from the $29.7 million  recorded in 1999 and $29.2 million recorded in 1998. The
overall decrease in research and development  expenses for 2000 compared to 1999
is related  primarily to the  December  1999  transition  of the majority of the
operations and funding  responsibility  of the Phase III AMD clinical  trials to
Pharmacia  Corporation.  Our research and development  expenses,  net of license
reimbursement  and grant revenue,  were $15.4  million,  $15.3 million and $19.2
million in 2000, 1999 and 1998,  respectively.  Aside from the expenses incurred
in the Phase III AMD clinical trials,  research and development expenses in 2000
and 1999 were consistent and in both years were comprised of:

     *    Preclinical  studies related to our programs in oncology,  dermatology
          and cardiology; and
     *    The  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,  consultant  costs,  drug
formulation costs for SnET2 and laser purchases.

     Future  research  and  development  expenses  may  fluctuate  depending  on
available  funds,  continued  expenses  incurred in our preclinical  studies and
clinical  trials in our  ophthalmology,  dermatology,  cardiovascular  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  requirements  and  expansion of our
research  and  development  programs,  which  includes the  increased  hiring of
personnel,  the  continued  expansion  of  existing or the  commencement  of new
preclinical  studies  and  clinical  trials  and  the  development  of new  drug
compounds and formulations.

Selling, General and Administrative

     Our selling,  general and administrative expenses decreased to $6.3 million
in 2000 from $7.5 million in 1999 and $9.6 million in 1998. The overall decrease
in selling,  general and  administrative  expenses from 2000 compared to 1999 is
primarily due to a decrease in compensation  expense associated with options and
warrants  issued to  consultants  and a decrease in rent  expense as a result of
subleasing  one of our  buildings  in  December  1999.  The  decrease  from 1999
compared  to 1998 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
consistent with prior years and may fluctuate  depending on available funds, and
the  support  required  for  research  and  development  activities,  continuing
corporate development and professional services, compensation expense associated
with stock options and warrants  granted to consultants and expenses for 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 of
$443,000  as of  December  31,  2000.  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  consists
primarily  of 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 remaining equity
investment  made in Ramus in  1996.  The  investment  in  Ramus  has been  fully
reserved for as of December 31, 2000 and 1999, respectively.

Interest and Other Income

     Interest  and other  income  increased  to $1.4  million  in 2000 from $1.2
million in 1999 and decreased  from $3.5 million in 1998.  The  fluctuations  in
interest  income  are  directly  related  to the  levels of cash and  marketable
securities earning interest.  The level of future interest income will primarily
be subject to the level of cash  balances we maintain  from period to period and
the interest rates earned.

Interest Expense

     Interest  expense  increased to $2.3 million in 2000 from  $434,000 in 1999
and $1,000 in 1998.  The increase  from 1998 to 2000 is directly  related to the
amount of borrowings under the Credit  Agreement with Pharmacia  Corporation and
the value of the warrants  issued in connection  with the  borrowings.  Interest
expense related to warrants issued in connection with the borrowings amounted to
$315,000.  Interest  expense may  fluctuate  in the future based on the interest
rate related to the borrowings and the balance of such borrowings.

Non-cash Loss in Investment

     During 2000,  we determined  the decline in the value of our  investment in
Xillix was  other-than-temporary.  We recognized a loss totaling $3.5 million to
adjust our investment in Xillix to its estimated current fair value based on the
average closing prices over a 120 day period. This loss is included in "Non-cash
loss in investment" in the accompanying  consolidated  statements of operations,
stockholders'  equity and cash flows. As of December 31, 2000, we still hold the
2,691,904  shares of Xillix  common stock  received in our  original  investment
transaction.  The  new  cost  basis  in the  investment  is  $991,000  and  this
investment  will continue to be classified as an  available-for-sale  investment
recorded at fair value with any resulting unrealized gains or losses included in
"Accumulated  other  comprehensive  loss" in the consolidated  balance sheet and
statement of stockholders' equity.

Income Taxes

     As of December  31,  2000,  we had net  operating  loss  carryforwards  for
federal tax purposes of $156.3  million  which expire in the years 2002 to 2020.
Research credit carryforwards aggregating $8.0 million are available for federal
and state tax purposes and expire in the years 2002 to 2020. We also had a state
net operating loss  carryforward  of $42.9  million,  which expires in the years
2001 to 2005. Of the $42.9 million in state net  operating  loss  carryforwards,
$13.2  million  will  expire  during  2001 and 2002.  Under  Section  382 of the
Internal Revenue Code,  utilization of the net operating loss  carryforwards may
be limited based on our changes in the  percentage of ownership.  Our ability to
utilize the net operating loss carryforwards, without limitation, is uncertain.

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

Recent Accounting Pronouncements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  133 or  SFAS  No.  133,  "Accounting  for
Derivative  Instruments  and  Hedging  Activities".  SFAS  No.  133  establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts,  and for hedging activities.
It requires an entity  recognize all derivatives as either assets or liabilities
in the  statement of financial  position and measure those  instruments  at fair
value.  In July 1999,  the FASB issued SFAS No. 137  "Accounting  for Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement  No. 133".  SFAS No. 137 deferred the  effective  date of SFAS No. 133
until fiscal years  beginning  after June 15, 2000. The adoption of SFAS No. 133
has not had a material effect on our consolidated financial statements.

Liquidity and Capital Resources

     Since inception through December 31, 2000, we have accumulated a deficit of
approximately  $157.2 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,   a  secondary   public   offering,   Pharmacia
Corporation's purchases of Common Stock and credit arrangements.  As of December
31,  2000,  we have  received  proceeds  from  the  sale of  equity  securities,
convertible notes and credit arrangements of approximately $223.0 million. We do
not anticipate achieving profitability and/or positive cash flow from operations
in the next few years,  and as such,  we expect to  continue to rely on external
sources of financing to meet our cash needs for the foreseeable future.

     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 us of approximately  $68.2 million.  During 1998,
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,  under the price
protection  and  repurchase  provisions  of these  agreements.  During the first
quarter of 1999,  we  completed  our price  protection  obligations  through the
payment of $4.2 million,  the issuance of 688,996 shares of 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 to those agreements.

     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 or 2000.  During 1998, we repurchased  stock under the Board  authorized
repurchase  program which amounted to 725,000 shares at a cost of $17.9 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
Corporation  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  Corporation  also  extended to us up to $22.5  million in
credit to be used to support our  ophthalmology,  oncology and other development
programs,  as well as for general  corporate  purposes.  Before January 2001, we
were  able to  issue  promissory  notes  for the  amounts  borrowed  and for the
quarterly  interest  payments  due.  Beginning in 2001, we will be able to issue
promissory  notes for the  quarterly  interest  due for any quarter in which our
adjusted net earnings,  as described by the Credit  Agreement,  is less than the
quarterly  interest  due.  The  ability  to issue  promissory  notes may also be
restricted by certain sales of our equity  securities.  The promissory notes for
both  principal  and  interest  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 9.50% at December 31, 2000. As of December
31, 2000,  in  accordance  with the Credit  Agreement,  we have received all six
quarterly  loans  for a total  of  $22.5  million  available  under  the  Credit
Agreement.  In accordance with the Credit  Agreement,  we have issued promissory
notes  to  Pharmacia  Corporation  for the  loan  amounts  received  and  issued
additional promissory notes for a total of $2.3 million for the related interest
due on each of the quarterly due dates through  December 31, 2000. In connection
with the quarterly loans received,  we have issued warrants to purchase  360,000
shares of Common  Stock at an  exercise  price of $11.87 per  warrant  share for
120,000  shares,  $14.83 per  warrant  share for  120,000  shares and $20.62 per
warrant share for 120,000  shares.  The warrants to purchase  360,000  shares of
Common  Stock are  callable  by us if the average  closing  prices of the Common
Stock for 30 trading days,  preceding such request,  exceeds the related warrant
exercise price.

     In June 1998,  we  purchased  an equity  interest  in Xillix.  We  received
2,691,904 shares of Xillix common stock in exchange for $3.0 million in cash and
58,909 shares of Miravant Common Stock. As of June 1999, the shares received are
no longer  restricted  and can be sold at anytime by the us,  subject to certain
limitations and  restrictions  contained in the Credit  Agreement with Pharmacia
Corporation.  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.  While we still  hold all  2,691,904
shares of our original  investment in Xillix,  in 2000 we determined the decline
in the value of our investment in Xillix was other-than-temporary. We recognized
a loss totaling $3.5 million to adjust our investment in Xillix to its estimated
current  fair value based on the average  closing  prices over a 120 day period.
This loss is included  in  "Non-cash  loss in  investment"  in the  accompanying
consolidated statements of operations,  stockholders' equity and cash flows. The
new cost basis in the investment is $991,000 and this  investment  will continue
to be classified as an available-for-sale investment recorded at fair value with
any  resulting  unrealized  gains  or  losses  included  in  "Accumulated  other
comprehensive  loss"  in  the  consolidated   balance  sheet  and  statement  of
stockholders' equity.

     In April 1998, we entered into a $2.0 million  revolving  credit  agreement
with our affiliate,  Ramus. As of December 31, 2000, 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 addition to receiving funds through private and public stock  offerings,
we have also  received  funding  through  the  exercise  of  warrants  and stock
options.  For the year ended December 31, 2000, we have received $4.4 million in
proceeds  from  warrant  and option  exercises.  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  additional  funding
through the  exercise of these  outstanding  warrants  and stock  options in the
future.

     For 2000,  1999 and 1998, we required cash for operations of $13.4 million,
$18.4 million and $21.7 million,  respectively. The decrease in net cash used in
operating activities in 2000 compared to 1999 was primarily due to the timing of
funds  received  from  Pharmacia   Corporation  for  reimbursable  research  and
development  costs and an increase  in non-cash  interest  and  amortization  of
deferred financing costs related to the Credit Agreement.  These activities were
offset  by  reductions  in  depreciation,  amortization,  deferred  compensation
expense and accounts payable.  The decrease in cash required for operations from
1999 to  1998  was due to a  decrease  in net  research  and  development  costs
incurred  in  addition   to  a  decrease  in  non-cash   charges  for   deferred
compensation,  stock awards and the reserve taken on the remaining Ramus line of
credit and the  timing of the funds  received  from  Pharmacia  Corporation  for
reimbursable research and development costs.

     For 2000 and 1999, net cash used in investing  activities was $15.8 million
and $4.4  million,  respectively.  For  1998,  net cash  provided  by  investing
activities was $19.8  million.  The net cash used in 2000 and 1999 for investing
activities was directly  related to the purchases of net  marketable  securities
based  on an  analysis  of the  funds  available  for  investment.  The net cash
provided by investing  activities  in 1998 was primarily due to the net 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,  the line of credit  provided  to Ramus and  significant
capital  expenditures,  which were primarily related to laboratory  construction
costs.

     For 2000 and 1999,  net cash  provided by  financing  activities  was $11.9
million and $30.6  million,  respectively.  In 1998,  net cash used in financing
activities was $42.5 million.  Cash provided by financing activities in 2000 was
attributed  to the  $7.5  million  provided  under  the  Credit  Agreement  with
Pharmacia  Corporation and warrant and option exercise proceeds of $4.4 million.
Cash  provided by  financing  activities  in 1999 was  primarily  attributed  to
Pharmacia  Corporation's  $19.0  million  equity  investment  and $15.0  million
provided under the Pharmacia  Corporation 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.

     We invested a total of $9.3  million in property  and  equipment  from 1996
through  December 31, 2000.  During 1998, we entered into a new lease  agreement
for an  additional  facility,  which we  subleased  in December  1999.  Based on
available  funds,  we may  continue to purchase  property  and  equipment in the
future as we expand our  preclinical,  clinical  and  research  and  development
activities  as well as the buildout and  expansion  of  laboratories  and office
space.

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

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

     We anticipate that we have  sufficient cash to fund our operations  through
December 31, 2001. We have also entered into a non-binding letter of intent with
Pharmacia Corporation for additional funding of up to $20.0 million. Our ability
to  generate  substantial  additional  funding  to  continue  our  research  and
development   activities,   preclinical   studies   and   clinical   trials  and
manufacturing,  and  administrative  activities  and to  pursue  any  additional
investment  opportunities is subject to a number of risks and  uncertainties and
will depend on numerous factors including:

     *    Our  ability  to  successfully  negotiate  and  complete  our  funding
          agreement with Pharmacia Corporation;
     *    Our  ability to raise  funds in the future  through  public or private
          financings, collaborative arrangements or from other sources;
     *    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;
     *    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;
     *    The amount of funds received from outstanding warrant and stock option
          exercises;
     *    Our ability to maintain our existing collaborative arrangements;
     *    Our ability to liquidate our equity  investments  in Ramus,  Xillix or
          other assets;
     *    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
     *    Our ability to collect the loan and accrued interest provided to Ramus
          under their credit agreement with us.

     We cannot  guarantee that  additional  funding will be available to us when
needed, if at all. If additional funding is not available, we may 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.


<PAGE>



                                  RISK FACTORS

Factors Affecting Future Operating Results

     You should  carefully  consider the risks  described below before making an
investment  decision.  The risks and  uncertainties  described below are not the
only ones  facing our  company.  Our  business  operations  may be  impaired  by
additional risks and  uncertainties  that we do not know of or that we currently
consider  immaterial.  Our business,  results of operations or cash flows may be
adversely  affected if any of the following  risks actually occur. In such case,
the trading  price of our Common  Stock could  decline,  and you may lose all or
part of your investment.  This report also contains  forward-looking  statements
that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in the forward-looking  statements as a result of certain
factors, including the risks described below and elsewhere in this report.

                          RISKS RELATED TO OUR BUSINESS

ALL OF OUR PRODUCTS,  EXCEPT SNET2, ARE IN AN EARLY STAGE OF DEVELOPMENT AND ALL
OF OUR PRODUCTS, INCLUDING SNET2, 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:

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

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

OUR PRODUCTS,  IN PARTICULAR  SNET2, 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:

     *    Our ability to  demonstrate  to the FDA that SnET2 or any other of our
          products is safe and efficacious;
     *    Our  ability  to  successfully  complete  the  testing  for any of our
          compounds within any specified time period, if at all;
     *    Clinical  data  reported  may  change  as a result  of the  continuing
          evaluation of patients;
     *    Data obtained from preclinical studies and clinical trials are subject
          to varying  interpretations which can delay, limit or prevent approval
          by the FDA or other regulatory authorities;
     *    Problems in research and development,  preclinical studies or clinical
          trials that will cause us to delay, suspend or cancel clinical trials;
          and
     *    As a result of changing  economic  considerations,  competitive or new
          technological  developments,  market approvals or changes, clinical or
          regulatory conditions,  or clinical trial results, our focus may shift
          to other indications, or we may determine not to further pursue one or
          more of the indications currently being pursued.

     To date, we have limited  experience in conducting  clinical trials. We are
relying on Pharmacia Corporation and contract research organizations for our AMD
clinical  trials.  We will either need to rely on third  parties,  including our
collaborative  partners to design and conduct any  required  clinical  trials or
expend resources to hire additional  personnel or engage outside  consultants or
contract  research  organizations  to  administer  current  and future  clinical
trials.  We may not be able to find  appropriate  third  parties  to design  and
conduct clinical trials or we may not have the resources to administer  clinical
trials in-house.

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

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

     There can be no assurance that we will obtain or maintain  adequate  levels
of patient  enrollment in current or future clinical  trials.  Delays in planned
patient  enrollment  may result in increased  costs,  delays or  termination  of
clinical trials, which could 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.

     There is an approved  treatment  for AMD and our  patients  enrolled in our
Phase  III AMD  clinical  trials  may  choose to drop out of the trial or pursue
alternative treatments. This could result in delays or incomplete clinical trial
data.

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

     Our PhotoPoint therapy drug and device products may exhibit undesirable and
unintended side effects that may prevent or limit their commercial  adoption and
use. One such side effect upon the adoption of our  PhotoPoint  therapy drug and
device   products  as   potential   therapeutic   agents  may  be  a  period  of
photosensitivity  to bright light for a certain  period of time after  receiving
PhotoPoint therapy treatment. This period of photosensitivity typically declines
over time. Currently,  this  photosensitivity,  as it relates to SnET2, is being
considered in the clinical trials.  Even upon receiving  approval by the FDA and
other  regulatory  authorities,  our  products  may later  exhibit  adverse side
effects that prevent  widespread use or necessitate  withdrawal from the market.
The manifestation of such side effects could cause our business to suffer.

OUR  COLLABORATIVE  PARTNERS  MAY  CONTROL  ASPECTS OF OUR  CLINICAL  TRIALS AND
REGULATORY  SUBMISSION THAT MAY RESULT IN UNANTICIPATED DELAYS OR TERMINATION OF
OUR DEVELOPMENT EFFORTS CAUSING OUR BUSINESS TO SUFFER.

     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 Corporation

     In accordance with the 1999 Amendments, we transitioned the majority of the
operations of the Phase III AMD clinical trials to Pharmacia Corporation,  along
with the ophthalmology IND and related filings for SnET2. We will continue to be
responsible for the majority of the preclinical  studies and the drug and device
development  and  manufacturing  necessary  for the NDA  submission  in AMD.  In
January  2001,  we announced  that  Pharmacia  Corporation  performed an interim
analysis of the 12-month  patient data, and has elected to continue the clinical
trials to their  24-month  conclusion  in December  2001.  Subsequently,  a full
analysis of the safety and efficacy data will be performed  and a  determination
of the status of the SnET2 AMD program will be made.  If  Pharmacia  Corporation
fails to complete  the  clinical  trials as agreed upon or fails to file the NDA
submission  in AMD, we may not be able to continue  our  development  program as
planned and this could materially harm our business.

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.  Iridex is currently the sole supplier of the light producing  device
used in our  AMD  clinical  trials.  We  currently  have  limited  capabilities,
experience  and personnel to  manufacture  the AMD light  producing  device.  If
Iridex  fails to  provide  the  devices  as agreed  upon,  we may not be able to
continue our development program as planned and this may harm our business.

BECAUSE WE ARE  RELYING ON OUR  CORPORATE  PARTNER,  PHARMACIA  CORPORATION,  TO
ASSIST US WITH AND TO  PROVIDE  FUNDS TO  DEVELOP  OUR  POTENTIAL  OPHTHALMOLOGY
PRODUCTS,  WE COULD  EXPERIENCE  DELAYS IN OUR DEVELOPMENT AND OUR BUSINESS WILL
SUFFER, IF PHARMACIA CORPORATION FAILS TO PROVIDE US WITH ADEQUATE FINANCIAL AND
OPERATIONAL SUPPORT.

     We are relying on Pharmacia  Corporation  to provide  funds and  co-develop
with  us our  potential  ophthalmology  products.  We  cannot  be  certain  that
Pharmacia  Corporation  will  continue to fund the  co-development  program.  If
Pharmacia  Corporation  fails to  co-develop  our  products  or fails to provide
funding as required,  we may not be able to continue our development  program as
we have planned and our business may be materially harmed.

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

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

     *    The  establishment  and  demonstration in the medical community of the
          safety and  clinical  efficacy  of our  products  and their  potential
          advantages over existing  therapeutic  products and diagnostic  and/or
          imaging techniques;
     *    Pricing and  reimbursement  policies  of  government  and  third-party
          payors such as insurance companies,  health maintenance  organizations
          and other plan administrators; and
     *    The  possibility  that  physicians,  patients,  payors or the  medical
          community in general may be unwilling to accept,  utilize or recommend
          any of our products.

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

OUR BUSINESS IS NOT EXPECTED TO BE PROFITABLE FOR THE FORESEEABLE  FUTURE AND WE
WILL NEED ADDITIONAL FUNDS TO CONTINUE OUR OPERATIONS IN THE FUTURE.  IF WE FAIL
TO OBTAIN ADDITIONAL FUNDING, WE COULD BE FORCED TO REDUCE OR CEASE OPERATIONS.

     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:

     *    The  pace of  scientific  progress  in our  research  and  development
          programs;
     *    The magnitude of our research and development programs;
     *    The scope and results of preclinical studies and clinical trials;
     *    The time and costs involved in obtaining regulatory approvals;
     *    The costs involved in preparing, filing, prosecuting,  maintaining and
          enforcing patent claims;
     *    The costs involved in any potential litigation;
     *    Competing technological and market developments;
     *    Our ability to establish additional collaborations;
     *    Changes in existing collaborations;
     *    Our dependence on others for development and  commercialization of our
          potential products;
     *    The cost of manufacturing, marketing and distribution; and
     *    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  December 31, 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 or may be limited  based on our Credit
Agreement  with  Pharmacia  Corporation.  Any  inability  to  obtain  additional
financing  would  adversely  affect our business and could cause us to reduce or
cease operations.

WE HAVE A HISTORY OF SIGNIFICANT OPERATING LOSSES AND EXPECT TO CONTINUE TO HAVE
LOSSES IN THE FUTURE, WHICH MAY FLUCTUATE  SIGNIFICANTLY.  WE MAY NOT ACHIEVE OR
MAINTAIN PROFITABILITY.

     We have incurred  significant  operating losses since our inception in 1989
and, as of December 31, 2000, had an accumulated deficit of approximately $157.2
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 commercial 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  of  license  reimbursements,  grants  awarded,  royalties,
milestone payments,  payments for our devices, and interest income. Our revenues
for the foreseeable  future are expected to consist primarily of revenue related
to license agreements.

IF WE ARE NOT ABLE TO  SUCCESSFULLY  MAINTAIN OUR  RELATIONSHIP  WITH  PHARMACIA
CORPORATION AND ESTABLISH  COLLABORATIVE AND LICENSING ARRANGEMENTS WITH OTHERS,
OUR BUSINESS MAY BE HARMED.

     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:

     *    The License Agreements under which we granted to Pharmacia Corporation
          an exclusive  worldwide license to use,  distribute and sell SnET2 for
          therapeutic or diagnostic  applications  in  photodynamic  therapy for
          ophthalmology, oncology and urology;
     *    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;
     *    Definitive  agreement  with Fresenius for final drug  formulation  and
          drug product supply;
     *    Letter  agreements  with  BSC and  Cordis  for the  co-development  of
          catheters for use in photodynamic therapy;
     *    Letter  agreement  with  Medicis  for  the  clinical   development  of
          PhotoPoint therapy in dermatology; and
     *    Letter  agreement with Chiron for the early detection and treatment of
          lung cancer.

     The amount of royalty revenues and other payments,  if any, ultimately paid
by Pharmacia  Corporation  globally to Miravant for sales of SnET2 is dependent,
in part, on the amount and timing of resources Pharmacia  Corporation commits to
research and development, clinical testing and regulatory approval and marketing
and sales  activities,  which are  entirely  within  the  control  of  Pharmacia
Corporation.   Pharmacia   Corporation   may  not  pursue  the  development  and
commercialization  of SnET2 and/or may not perform its  obligations as expected.
We have not yet entered into any definitive  collaborative  agreements with BSC,
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 some of these and
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:

     *    Our  ability  to  negotiate  acceptable  collaborative   arrangements,
          including those based upon existing letter agreements;
     *    Future or existing collaborative arrangements may not be successful or
          may not result in products that are marketed or sold;
     *    Collaborative relationships, such as our license and credit agreements
          with Pharmacia Corporation, may limit or restrict us;
     *    Collaborative partners are free to pursue alternative  technologies or
          products   either  on  their  own  or  with  others,   including   our
          competitors, for the diseases targeted by our programs and products;
     *    Our  partners  may fail to 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
     *    Our ability to manage,  interact  and  coordinate  our  timelines  and
          objectives with our strategic partners may not be successful.

WE HAVE LIMITED  MANUFACTURING AND MARKETING  CAPABILITY AND EXPERIENCE AND THUS
RELY HEAVILY UPON THIRD PARTIES.

     Prior  to  our  being  able  to  supply  drugs  for  commercial   use,  our
manufacturing facilities must comply with Good Manufacturing Practices, or GMPs,
as approved by the FDA. In addition,  if we elect to outsource  manufacturing to
third-party  manufacturers,  these  facilities  also have to satisfy GMP and FDA
manufacturing requirements.  To be successful, our products must be manufactured
in commercial  quantities  under  current GMPs and must be at acceptable  costs.
Although  we  intend  to  manufacture  drugs  and  devices,   we  have  not  yet
manufactured  any  products  in  commercial  quantities  under  GMPs and have no
experience  in such  commercial  manufacturing.  We are licensed by the State of
California to manufacture  bulk drug substance at our Santa Barbara,  California
facility for clinical  trial and other use. We currently  manufacture  the SnET2
drug substance,  the process up to the final  formulation and packaging step and
have the ability to  manufacture  light  producing  devices  and light  delivery
devices, and conduct other production and testing activities,  at this location.
However,  we  have  limited  capabilities,   personnel  and  experience  in  the
manufacture of finished drug product, light producing and light delivery devices
and utilize outside  suppliers,  contracted or otherwise,  for certain materials
and  services  related to our  manufacturing  activities. We currently  have the
capacity, in conjunction with our manufacturing  suppliers Fresenius and Iridex,
to manufacture  products at certain  commercial levels and will be able to do so
under  GMPs  with  subsequent  FDA  approval.  If we  receive  an FDA  or  other
regulatory approval we may need to expand our manufacturing  capabilities and/or
depend  on our  collaborators,  licensees  or  contract  manufacturers  for  the
expanded commercial  manufacture of our products. If we expand our manufacturing
capabilities,  we  will  need to  expend  substantial  funds,  hire  and  retain
significant additional personnel and comply with extensive  regulations.  We may
not be able to expand  successfully or we may be unable to manufacture  products
in increased commercial  quantities for sale at competitive prices.  Further, we
may  not  be  able  to  enter  into  future   manufacturing   arrangements  with
collaborators,  licensees,  or contract  manufacturers on acceptable terms or at
all. If we are not able to expand our  manufacturing  capabilities or enter into
additional  commercial  manufacturing  agreements,  our business growth could be
limited and could be materially  and adversely  affected.  Fresenius is the sole
manufacturer  of the final  formulation  of our drug product SnET2 and Iridex is
currently  the sole  supplier  of the light  producing  devices  used in our AMD
clinical trials. Both have commercial quantity capabilities.

     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  Corporation  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.

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

     *    We are subject to the inherent risk that a  governmental  authority or
          third party may require the recall of one or more of our products;
     *    We have not  obtained  liability  insurance  that would  cover a claim
          relating to the clinical or commercial use or recall of our products;
     *    In the absence of  liability  insurance,  claims made  against us or a
          product recall could have a material adverse effect on us;
     *    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
     *    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  therapy light devices.  A successful  product  liability claim could
materially  adversely  affect our business,  financial  condition and results of
operations.

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,  our financial  condition and results of our  operations.  Although we
believe we should be able to achieve such objectives, we may not be successful.

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

     *    The patent  applications  owned by or licensed to us may not result in
          issued patents;
     *    Our issued patents may not provide us with  proprietary  protection or
          competitive advantages;
     *    Our issued patents may be infringed upon or designed around by others;
     *    Our issued  patents may be challenged by others and held to be invalid
          or unenforceable;
     *    The patents of others may have a material adverse effect on us; and
     *    Significant time and funds may be necessary to defend our patents.

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

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

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

IF OUTSTANDING STOCK OPTIONS AND WARRANTS ARE EXERCISED, THE VALUE OF OUR COMMON
STOCK OUTSTANDING JUST PRIOR TO THE EXERCISE MAY BE DILUTED.

     As of March 12,  2001,  there were  outstanding  stock  options to purchase
4,045,802  shares of Common Stock,  with exercise  prices  ranging from $0.67 to
$55.50 per share, with a weighted average exercise price of $15.34 per share. In
addition,  as of March 12,  2001,  there were  outstanding  warrants to purchase
2,891,500  shares of Common Stock,  with exercise  prices  ranging from $7.00 to
$60.00 per share, with a weighted average exercise price of $25.01 per share. If
the holders  exercise a significant  number of these securities at any one time,
the  market  price of the  Common  Stock  could fall and the value of the Common
Stock held by other stockholders may be diluted.  The holders of the options and
warrants have the opportunity to profit if the market price for the Common Stock
exceeds the exercise price of their respective securities,  without assuming the
risk of  ownership.  If the market price of the Common Stock does not rise above
the exercise price of these securities, then they will probably not be exercised
and may expire based on their respective expiration dates.

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

     From time to time and in particular  during the last fiscal year, the price
of our  Common  Stock has been  highly  volatile.  These  fluctuations  create a
greater risk of capital losses for our stockholders as compared to less volatile
stocks.  From January 1, 2000 to December 31, 2000, our Common Stock price,  per
the Nasdaq closing price, has ranged from a high of $29.86 to a low of $9.28.

     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:

     *    Future   announcements   concerning  Miravant  or  our  collaborators,
          competitors or industry;
     *    The  results  of  our  testing,   technological   innovations  or  new
          commercial products;
     *    The results of  preclinical  studies and clinical  trials by us or our
          competitors;
     *    Technological innovations or new therapeutic products;
     *    Litigation;
     *    Public concern as to the safety, efficacy or marketability of products
          developed by us or others;
     *    Comments by securities analysts;
     *    The achievement of or failure to achieve certain milestones; and
     *    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:

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

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

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

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

     Our Board of Directors has adopted a Preferred Stockholder Rights Plan. The
plan may have the effect of delaying,  deterring,  or preventing  changes in our
management or control of Miravant,  which may discourage potential acquirers who
otherwise  might  wish to  acquire  us  without  the  consent  of the  Board  of
Directors.  Under the plan,  if a person  or group  acquires  20% or more of our
common stock, all holders of rights (other than the acquiring  stockholder) may,
upon payment of the purchase price then in effect,  purchase common stock having
a value of twice the  purchase  price.  In the event that we are  involved  in a
merger  or  other  similar  transaction  where  Miravant  is not  the  surviving
corporation,  all holders of rights (other than the acquiring stockholder) shall
be entitled,  upon  payment of the then in effect  purchase  price,  to purchase
Common Stock of the surviving  corporation  having a value of twice the purchase
price. The rights will expire on July 31, 2010, unless previously redeemed.

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

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

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

BUSINESS INTERRUPTIONS COULD ADVERSELY AFFECT OUR BUSINESS.

     Our operations are vulnerable to  interruption by fire,  earthquake,  power
loss,  telecommunications failure and other events beyond our control. We do not
have a detailed  disaster  recovery  plan. Our facilities are all located in the
state of  California  and are  currently  subject to  electrical  blackouts as a
consequence  of a shortage of  available  electrical  power.  In the event these
blackouts continue or increase in severity, they could disrupt the operations of
our affected  facilities.  In  addition,  we may not carry  sufficient  business
interruption insurance to compensate us for losses that may occur and any losses
or damages incurred by us could have a material adverse effect on our business.

                          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:

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

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

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

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

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

     *    Delays in obtaining approval or rejections due to regulatory review of
          each submitted new drug, device or combination drug/device application
          or product  license  application,  as well as  changes  in  regulatory
          policy during the period of product development;
     *    If  regulatory  approval of a product is granted,  such  approval  may
          entail limitations on the uses for which the product may be marketed;
     *    If regulatory approval is obtained,  the product, our manufacturer and
          the  manufacturing  facilities  are  subject to  continual  review and
          periodic inspections;
     *    If regulatory  approval is obtained,  such approval may be conditional
          on the  satisfaction  of the completion of clinical  trials or require
          additional clinical trials;
     *    Later  discovery  of  previously  unknown  problems  with  a  product,
          manufacturer or facility may result in restrictions on such product or
          manufacturer,  including withdrawal of the product from the market and
          litigation; and
     *    Photodynamic  therapy  products  have been  categorized  by the FDA as
          combination  photodynamic  therapy  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:

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

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

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

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

     *    The ease of administration of our photodynamic therapy;
     *    The degree of generalized skin sensitivity to light;
     *    The number of required doses;
     *    The safety and efficacy profile;
     *    The  selectivity  of our drug  for the  target  lesion  or  tissue  of
          interest;
     *    The type and cost of our light systems; and
     *    The cost of our drug.

     We cannot give you any assurance that new drugs or future  developments  in
photodynamic  therapy  or in other  drug  technologies  will not have a material
adverse effect on our business. Increased competition could result in:

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

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

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

     We are aware of various  competitors  involved in the photodynamic  therapy
sector.  We understand that these companies are conducting  preclinical  studies
and/or  clinical  trials  in  various  countries  and for a variety  of  disease
indications.  One  company is QLT Inc.,  or QLT. We  understand  that QLT's drug
Visudyne has received  marketing approval in the United States and certain other
countries  for the  treatment of AMD.  QLT is therefore  first to market in this
disease area. We understand that at least two other  photodynamic  therapy drugs
have  received  marketing  approval in the United States -  Photofrin(R)  (QLT /
Axcan  Pharmaceuticals)  for the treatment of certain  oncology  indications and
Levulan(R) (DUSA  Pharmaceuticals  / Berlex  Laboratories)  for the treatment of
actinic keratoses, a dermatological  condition.  We are aware of other drugs and
devices under development by these and other photodynamic  therapy  competitors,
such as Pharmacyclics,  in disease areas for which we are developing  PhotoPoint
therapy.  These  competitors may develop  superior  products or reach the market
prior to PhotoPoint therapy and render our products non-competitive or obsolete.

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

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

OUR PRODUCTS ARE SUBJECT TO OTHER STATE AND FEDERAL LAWS, FUTURE LEGISLATION AND
REGULATIONS.

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

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

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

OUR BUSINESS 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.


<PAGE>




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 STATEMENTS AND SUPPLEMENTARY DATA

     All information  required by this item is included on pages 47 - 65 in Item
14 of Part IV of this Report and is incorporated into this item by reference.


<PAGE>




                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Miravant Medical Technologies

We have audited the accompanying consolidated balance sheets of Miravant Medical
Technologies  as of  December  31, 2000 and 1999,  and the related  consolidated
statements of  operations,  stockholders'  equity and cash flows for each of the
three years in the period ended December 31, 2000.  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, 2000 and 1999 and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 2000, in conformity with accounting  principles  generally accepted
in the United States.

                                                          /S/ ERNST & YOUNG LLP

March 7, 2001
Woodland Hills, California


<PAGE>












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

                                              CONSOLIDATED BALANCE SHEETS

                                                                                              December 31,

                                                                                        2000                  1999
                                                                                 ------------------   -------------------
                                    Assets

Current assets:
   Cash and cash equivalents...............................................      $      1,935,000     $      19,168,000
   Investments in short-term marketable securities.........................            18,900,000             3,621,000
   Accounts receivable.....................................................               932,000             5,717,000
   Prepaid expenses and other current assets...............................               967,000             1,147,000
                                                                                 ------------------   -------------------
Total current assets.......................................................            22,734,000            29,653,000

Property, plant and equipment:
   Vehicles................................................................                28,000                28,000
   Furniture and fixtures..................................................             1,649,000             1,639,000
   Equipment...............................................................             5,882,000             5,679,000
   Leasehold improvements..................................................             4,538,000             4,488,000
                                                                                 ------------------   -------------------
                                                                                       12,097,000            11,834,000
   Accumulated depreciation................................................            (9,781,000)           (8,112,000)
                                                                                 ------------------   -------------------
                                                                                        2,316,000             3,722,000

Investments in affiliates..................................................               859,000               752,000
Deferred financing costs...................................................             1,287,000               871,000
Patents and other assets...................................................               831,000               825,000
                                                                                 ------------------   -------------------
Total assets...............................................................      $     28,027,000      $     35,823,000
                                                                                 ==================   ===================

               Liabilities   and   stockholders'    equity   (deficit)

Current liabilities:
   Accounts payable........................................................      $      2,665,000      $      4,070,000
   Accrued payroll and expenses............................................               638,000               650,000
                                                                                 ------------------   -------------------
Total current liabilities..................................................             3,303,000             4,720,000

Long-term liabilities:
   Long-term debt..........................................................            24,794,000            15,379,000
   Sublease security deposits..............................................                94,000               127,000
                                                                                 ------------------   -------------------
Total long-term liabilities................................................            24,888,000            15,506,000

Stockholders' equity (deficit):
   Common stock, 50,000,000 shares authorized;  18,576,503 and 18,038,270
     shares issued and outstanding at December 31, 2000 and
     1999, respectively....................................................           158,842,000           152,731,000
   Notes receivable from officers..........................................              (487,000)             (460,000)
   Deferred compensation and interest......................................            (1,220,000)           (1,776,000)
   Accumulated other comprehensive loss....................................              (132,000)           (3,724,000)
   Accumulated deficit.....................................................          (157,167,000)         (131,174,000)
                                                                                 ------------------   -------------------
Total stockholders' equity (deficit).......................................              (164,000)           15,597,000
                                                                                 ------------------   -------------------
Total liabilities and stockholders' equity (deficit).......................      $     28,027,000      $     35,823,000
                                                                                 ==================   ===================

See accompanying notes.

</TABLE>

<PAGE>



                                          CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
<S>     <C>                                                 <C>                 <C>                   <C>
                                                                              Year ended December 31,
                                                                   2000                 1999                1998
                                                            -------------------  -------------------  ------------------
Revenues:
   License - contract research and development.......            $  4,481,000        $  13,996,000      $    9,314,000
   Royalties.........................................                      --              143,000             191,000
   Grants............................................                 112,000              438,000             674,000
                                                            -------------------  -------------------  ------------------
Total revenues.......................................               4,593,000           14,577,000          10,179,000

Costs and expenses:
   Research and development..........................              19,944,000           29,749,000          29,233,000
   Selling, general and administrative...............               6,273,000            7,473,000           9,626,000
   Loss in affiliate.................................                      --              417,000           2,929,000
                                                            -------------------  -------------------  ------------------
Total costs and expenses.............................              26,217,000           37,639,000          41,788,000

Loss from operations.................................             (21,624,000)         (23,062,000)        (31,609,000)

Interest and other income (expense):
   Interest and other income.........................               1,370,000            1,240,000           3,546,000
   Interest expense..................................              (2,254,000)            (434,000)             (1,000)
   Non-cash loss in investment.......................              (3,485,000)                  --                  --
                                                            -------------------  -------------------  ------------------
Total net interest and other income (expense)........              (4,369,000)             806,000           3,545,000
                                                            -------------------  -------------------  ------------------
Net loss.............................................           $ (25,993,000)     $   (22,256,000)    $   (28,064,000)
                                                            ===================  ===================  ==================
Net loss per share - basic and diluted...............           $       (1.42)     $         (1.25)    $         (1.94)
                                                            ===================  ===================  ==================
Shares used in computing net loss per share..........              18,294,525           17,768,670          14,464,044
                                                            ===================  ===================  ==================

See accompanying notes.

</TABLE>

<PAGE>


                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S>                         <C>                    <C>                  <C>             <C>             <C>             <C>


                                                            Notes                         Accumulated
                                                          Receivable        Deferred        Other
                                   Common Stock             from          Compensation   Comprehensive     Accumulated
                               Shares        Amount        Officers       and Interest       Loss            Deficit        Total
                            ------------ --------------- -------------- --------------- --------------  --------------- ------------
Balance at January 1, 1998.   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)
 Fulfillment of obligations
  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              --        (332,000)           --               --      871,000
 Amortization of deferred
  compensation and interest
  from  warrants............          --             --              --       1,452,000            --               --    1,452,000
                              ------------ --------------- ------------- --------------- --------------  --------------- -----------
Balance at December 31, 1999  18,038,270  $ 152,731,000     $  (460,000)   $ (1,776,000)  $(3,724,000)   $(131,174,000) $15,597,000
 Comprehensive loss:
  Net loss..................          --             --              --              --            --      (25,993,000) (25,993,000)
  Net change in accumulated
  other comprehensive loss..          --             --              --              --     3,592,000               --    3,592,000
                                                                                                                        ------------
 Total comprehensive loss...                                                                                            (22,401,000)
 Exercise of stock options
  and  warrants.............     486,979      4,414,000              --              --            --               --    4,414,000
 Issuance of stock awards...      51,254        760,000              --              --            --               --      760,000
 Deferred compensation,
  deferred interest related
  to warrants granted and
  officer notes.............          --        937,000          (27,000)      (205,000)           --               --      705,000
 Amortization of deferred
  compensation and interest
  from warrants.............          --             --               --        761,000            --               --      761,000
                             ------------ ---------------   -------------  --------------- -------------- --------------- ----------
Balance at December 31, 2000  18,576,503  $ 158,842,000      $  (487,000)  $ (1,220,000)  $  (132,000)   $(157,167,000)  $ (164,000)
                             ============ ===============   =============  =============== ============== =============== ==========
See accompanying notes.
</TABLE>
<PAGE>


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

                                                                                   Year ended December 31,

Operating activities:                                                    2000                 1999                 1998
                                                                    ----------------     ----------------     ---------------
    Net loss...............................................       $   (25,993,000)     $    (22,256,000)    $   (28,064,000)
    Adjustments to reconcile net loss to net cash used
       by operating activities:
       Depreciation and amortization.......................             1,743,000             2,690,000           2,736,000
       Amortization of deferred compensation...............               761,000             1,452,000           2,409,000
       Non-cash loss in investment.........................             3,485,000                    --                  --
       Loss on sale of property, plant and equipment.......                    --                25,000                  --
       Reserve for loan receivable from affiliate..........                    --               250,000           1,808,000
       Stock awards........................................               760,000             1,006,000           1,579,000
       Non-cash interest and amortization of deferred
          financing costs on long-term debt................             2,231,000               379,000                  --
       Write-off of investment in affiliate................                    --                    --             895,000
       Reserve for patents.................................                74,000               412,000                  --
       Changes in operating assets and liabilities:
          Accounts receivable .............................             4,785,000            (2,679,000)         (1,349,000)
          Prepaid expenses and other assets................               225,000              (235,000)           (528,000)
          Accounts payable and accrued payroll.............            (1,444,000)              596,000          (1,188,000)
                                                                  ------------------   ------------------  ------------------
    Net cash used in operating activities..................           (13,373,000)          (18,360,000)        (21,702,000)

Investing activities:

    Purchases of marketable securities.....................           (31,396,000)           (17,014,000)      (230,660,000)
    Sales of marketable securities.........................            16,117,000             13,393,000        258,456,000
    Investments in affiliates..............................                    --                     --         (3,000,000)
    Loan to affiliate......................................                    --               (250,000)        (1,808,000)
    Purchases of property, plant and equipment.............              (263,000)              (551,000)        (2,731,000)
    Sublease security deposits.............................               (33,000)               127,000                 --
    Purchases of patents...................................              (199,000)               (59,000)          (468,000)
                                                                  ------------------   ------------------  ------------------
    Net cash (used in) provided by investing activities....           (15,774,000)            (4,354,000)        19,789,000

Financing activities:

    Proceeds from issuance of Common Stock, less
       issuance costs......................................             4,414,000            18,737,000           2,509,000
    Proceeds from long-term debt...........................             7,500,000            15,000,000                  --
    Purchases of  Common Stock.............................                    --                    --         (17,911,000)
    Repayments (advances) of notes to officers.............                    --             1,065,000          (1,525,000)
    Payments of capital lease obligations..................                    --                    --             (21,000)
    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....            11,914,000            30,598,000         (42,469,000)

    Net (decrease) increase in cash and cash equivalents...           (17,233,000)            7,884,000         (44,382,000)

    Cash and cash equivalents at beginning of period.......            19,168,000            11,284,000          55,666,000
                                                                  ------------------   ------------------  ------------------
    Cash and cash equivalents at end of period.............       $     1,935,000      $     19,168,000     $    11,284,000
                                                                  ==================   ==================  ==================
Supplemental disclosures:

    State taxes paid.......................................       $         8,000      $        100,000     $       113,000
                                                                  ==================   ==================  ==================
    Interest paid..........................................       $        24,000      $             --     $         1,000
                                                                  ==================   ==================  ==================
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.

     The  accompanying  financial  statements  have been  prepared  assuming the
Company will continue as a going concern. This basis of accounting  contemplates
the recovery of the Company's  assets and the satisfaction of its liabilities in
the normal  course of business.  Through  December 31, 2000,  the Company had an
accumulated  deficit  of  $157.2  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.  Once requisite  regulatory approval has been
obtained, substantial additional financing will be required for the manufacture,
marketing  and  distribution  of its  product  in  order to  achieve  a level of
revenues  adequate to support the Company's  cost  structure.  Management of the
Company believes it has sufficient  resources to fund the required  expenditures
for the next  twelve  months  and  additional  funding  will be  available  when
required.  If additional  funding is not  available  when  required,  management
believes it has the ability to conserve  cash required for  operations  over the
next twelve months through the delay or reduction in scope of one or more of its
research and  development  projects  and by  adjusting or deferring  salaries to
certain employees, if required, to conserve cash to be used in operations.

     The  preparation of  consolidated  financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts  reported in the consolidated  financial
statements  and the  accompanying  notes.  Actual  results may differ from those
estimates and such differences may be material to the 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
consistent 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.   Marketable
securities  of  $18.9  million  and  $3.6  million   consisted  of   short-term,
interest-bearing municipal bonds as of December 31, 2000 and 1999, respectively.
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, 2000 and 1999,  all  marketable  securities  and
certain  investments  in affiliates  were  classified  as  "available-for-sale."
Available-for-sale  securities  and  investments  are carried at fair value with
unrealized  gains and losses reported as a separate  component of  stockholders'
equity. Realized gains and losses on investment transactions are recognized when
realized based on settlement dates and recorded as interest income. Interest and
dividends on securities are recognized when earned. Declines in value determined
to  be   other-than-temporary   on  available-for-sale   securities  are  listed
separately  as a  non-cash  loss in  investment  in the  consolidated  financial
statements.

Investments in Affiliates

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

     In December 1996, the Company purchased an equity interest in Ramus Medical
Technologies  or Ramus for $2.0 million.  The investment was accounted for under
the equity  method.  As the Company was the main source of financing  for Ramus,
the  Company  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,  1998  and  1999,
respectively. The investment in Ramus has been fully reserved for as of December
31, 2000 and 1999, respectively.

     In  June  1998,  the  Company   purchased  an  equity  interest  in  Xillix
Technologies  Corp. or Xillix.  The Company received  2,691,904 shares of Xillix
common stock, in exchange for $3.0 million in cash and 58,909 shares of Miravant
Common Stock.  The  investment  has been accounted for under the cost method and
classified  as  available-for-sale.  See Note 11 for further  discussion  on the
current value of the Company's investment in Xillix.

Equipment and Leasehold Improvements

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

        Furniture and fixtures          5 years
        Equipment                       3 - 5 years
        Leasehold improvements          5 years or the remaining life of the
                                        lease term, whichever is shorter
Patents 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 $305,000 and $231,000 at December 31, 2000
and 1999,  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  expense for  stock-based
employee compensation plans at fair value. The Company has chosen to continue to
account for stock-based compensation using the intrinsic value method prescribed
by  Accounting  Principles  Board  Opinion  or APB  Opinion  No. 25 and  related
interpretations 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.

     In March 2000, the Financial  Accounting  Standards Board issued  Financial
Interpretation  No. 44,  "Accounting  for Certain  Transactions  Involving Stock
Compensation  - an  Interpretation  of APB  Opinion  No.  25" or FIN 44.  FIN 44
clarifies the  definition of an employee for the purpose of applying APB Opinion
No. 25, "Accounting for Stock Issued to Employees," the criteria for determining
whether a stock plan qualifies as a  noncompensatory  stock plan, the accounting
consequences of various  modifications  to the terms of a previously fixed stock
option or award and the accounting for an exchange of stock compensation  awards
in a business  combination.  FIN 44 was generally effective July 1, 2000 and the
adoption of FIN 44 has not had a material  effect on the Company's  consolidated
financial statements.

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.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting  Bulletin No. 101, "Revenue  Recognition in Financial  Statements" or
SAB 101. SAB 101  requires  that license and other  upfront fees  received  from
research  collaborators  be recognized over the term of the agreement unless the
fee is in exchange for products  delivered or services  performed that represent
the  culmination  of a separate  earning  process.  The  adoption of SAB 101, as
amended,  during  fiscal  2000 has not had a  material  effect on the  Company's
consolidated financial statements.

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,  with no alternative
future use, are also included in research and development expenses.

Segment Reporting

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

Comprehensive Loss

     The  Company  has  elected  to  report  other  comprehensive  loss  in  the
consolidated statements of stockholders' equity as follows:
<TABLE>
<CAPTION>
<S>     <C>                                                              <C>                <C>                <C>


                                                                              2000              1999                 1998
                                                                         --------------    ---------------    ------------------
         Unrealized  holding gains (losses) arising during period
           from  available-for-sale  securities,  net of taxes of
           zero in each period...................................           $   107,000    $    (760,000)       $    (2,964,000)
         Reclassification adjustment for non-cash loss in
           investment recognized in net income ...................            3,485,000               --                   --
                                                                         --------------    ---------------    ------------------
         Net change in accumulated other comprehensive loss ......          $ 3,592,000    $    (760,000)       $    (2,964,000)
                                                                         ==============    ===============    ==================
</TABLE>

Net Loss Per Share

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

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

Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative  Instruments and Hedging Activities" or SFAS No. 133.
SFAS No. 133  establishes  accounting  and reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for hedging  activities.  It requires  an entity  recognize  all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those  instruments  at fair value.  In July 1999,  the FASB
issued  SFAS  No.  137  "Accounting  for  Derivative   Instruments  and  Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133". SFAS No.
137 deferred  the  effective  date of SFAS No. 133 until fiscal years  beginning
after June 15, 2000. The adoption of SFAS No. 133 has not had a material  effect
on the Company's consolidated financial statements.

2.   Credit Arrangements

Pharmacia Corporation

     In February 1999, the Company and Pharmacia Corporation, formerly Pharmacia
& Upjohn,  Inc.,  entered into a Credit  Agreement which extended to the Company
$22.5 million in credit, 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 Credit Agreement allows
for the Company to issue  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.  Beginning  in 2001,  the  Company can
continue  to issue  promissory  notes  for the  quarterly  interest  due for any
quarter  in  which  our  adjusted  net  earnings,  as  described  by the  Credit
Agreement,  is less than the quarterly interest due. The promissory notes, which
accrue  interest  at the prime rate,  mature in June 2004 and, at the  Company's
option, can be repaid at the maturity date in the form of Miravant Common Stock,
subject  to  certain  limitations  and  restrictions  as  defined  by the Credit
Agreement.  Under the Credit  Agreement,  the  Company  will be required to meet
certain  affirmative,  negative and financial  covenants until the loan is fully
repaid.

     As of  December  31,  2000,  the $22.5  million  in credit  has been  fully
utilized. The Company received four quarterly loans for a total of $15.0 million
in 1999 and received the final two  quarterly  loans for a total of $7.5 million
in 2000.  In connection  with the receipt of these loans and in accordance  with
the Credit  Agreement,  the  Company  has issued  360,000  warrants  to purchase
Miravant  Common  Stock at an  exercise  price of $11.87 per  warrant  share for
120,000  shares,  $14.83 per  warrant  share for  120,000  shares and $20.62 per
warrant  share for the last 120,000  shares.  The Company has issued  promissory
notes  for the $22.5  million  principal  balance  as well as  promissory  notes
totaling  $379,000 in 1999 and $1.9 million in 2000 for the  quarterly  interest
due.  The  interest  rate for  these  notes  was  9.50% at  December  31,  2000.
Additionally, the warrants granted, which have been valued at $1.7 million using
the Black Scholes  valuation,  have been recorded as deferred financing costs on
the balance  sheet and will be  amortized on a  straight-line  basis to interest
expense over the life of the loans.

Ramus

     In April 1998,  the Company  entered into a $2.0 million  revolving  credit
agreement with its affiliate,  Ramus.  Between 1998 and 1999, Ramus borrowed the
entire $2.0 million  available  under the credit  agreement.  As of December 31,
2000, the balance of the loan,  including  principal and accrued  interest,  was
$2.4  million.  The loan,  which was used to fund  Ramus'  clinical  trials  and
operating  costs,  accrues interest at a variable rate (9.50% as of December 31,
2000) based on the Company's bank rate. The loan term was extended in March 2000
and 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, 2000 and 1999.

3.   Stockholders' Equity

Collaboration with Pharmacia Corporation

     In January  1999,  the Company and  Pharmacia  Corporation  entered into an
Equity Investment  Agreement pursuant to which Pharmacia  Corporation  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  included 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  Corporation  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  agreements  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, 2000, no warrants have been exercised.

Preferred Stockholder Rights Plan

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

     The rights will become  exercisable  only if a person or group (i) acquires
20 percent or more of Miravant's  Common Stock, or (ii) announces a tender offer
that would result in ownership of 20 percent or more of the Common  Stock.  Each
right would  entitle a  stockholder  to buy a fractional  share of the Company's
preferred stock.  Each right has an initial exercise price of $180.00.  Once the
acquiring  person or group has  acquired  20 percent or more of the  outstanding
Common Stock of Miravant,  each right shall  entitle its holder  (other than the
acquiring  person or group) to  acquire  shares of the  Company  or of the third
party acquirer having a value of twice the right's then-current exercise price.

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

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 and 2000. 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.  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, 2000 the total
balance of these loans was $139,000.  Additionally,  in 1998, the Company made a
loan to its Chief Executive  Officer;  the loan accrues interest at a fixed rate
of 5.5% and as of December 31, 2000 had a total balance of $348,000.

Stock Option Plans

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

     The Prior Plans provided for the grant of both incentive  stock options and
non-statutory  stock  options.  Stock  options were granted under these plans to
certain employees,  corporate officers,  non-employee directors and consultants.
The  purchase  price of  incentive  stock  options must equal or exceed the fair
market  value of the Common  Stock at the grant date and the  purchase  price of
non-statutory  stock  options may be less than fair  market  value of the Common
Stock at grant date.  Effective June 14, 2000,  the Prior Plans were  superseded
with the  adoption of the 2000 Plan except to the extent of options  outstanding
under the Prior Plans. The Company has allocated 300,000 shares, 750,000 shares,
600,000  shares and 4,000,000  shares for the 1989 Plan, the 1992 Plan, the 1994
Plan and the 1996 Plan,  respectively.  The outstanding shares granted under the
Prior  Plans  generally  vest in  equal  annual  installments  over  four  years
beginning  one year from the grant date and  expire ten years from the  original
grant date.

     The 2000 Plan provides for awards which include  incentive  stock  options,
non-qualified  stock options,  restricted  shares,  stock  appreciation  rights,
performance shares,  stock payments and dividend equivalent rights.  Included in
the 2000  Plan is an  employee  stock  purchase  program  which has not yet been
implemented.  Officers, key employees,  directors and independent contractors or
agents of the Company may be eligible to  participate  in the 2000 Plan,  except
that  incentive  stock  options may only be granted to employees of the Company.
The 2000 Plan  supersedes and replaces the Prior Plans and the Directors'  Plan,
except to the extent of options  outstanding  under those  plans.  The  purchase
price for awards granted from the 2000 Plan may not be less than the fair market
value at the date of grant.  The maximum  amount of shares that could be awarded
under the 2000 Plan over its term is 6,000,000 shares.  Awards granted under the
2000 Plan expire on the date determined by the Plan  Administrators as evidenced
by the award agreement,  but shall not expire later than ten years from the date
the award is granted except for grants of restricted  shares which expire at the
end of a specified  period if the specified  service or  performance  conditions
have not been met.

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
                                           Exercise Price        Average           Stock
                                             Per Share       Exercise price       Options
---------------------------------------------------------------------------------------------
Outstanding at January 1, 1998..........  $ 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             858,244
   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           3,156,426
   Granted..............................    9.28  - 21.31         9.80           1,015,500
   Exercised............................    4.00  - 15.00         8.69             (96,298)
   Canceled.............................    8.00  - 28.00        14.60             (29,826)
---------------------------------------------------------------------------------------------
Outstanding at December 31, 2000........  $ 0.67  - 55.50      $ 15.34           4,045,802
---------------------------------------------------------------------------------------------

Options Outstanding by Price Range at
December 31, 2000.......................  $ 0.67  -   9.28     $  5.76           1,138,064
                                          $ 9.31  -  12.00     $  9.74           1,072,125
                                          $12.50  -  28.00     $ 17.12           1,033,613
                                          $29.63  -  55.50     $ 34.12             802,000
Exercisable at:
December 31, 1998.......................  $ 0.67  -  55.50     $ 15.45           1,227,651
December 31, 1999.......................  $ 0.67  -  55.50     $ 17.01           1,499,069
December 31, 2000.......................  $ 0.67  -  55.50     $ 17.99           1,955,916

</TABLE>

     In  accordance  with APB Opinion No. 25 and FIN 44 and in  connection  with
accounting  for  the  Company's  stock-based  compensation  plans,  the  Company
recorded  $80,000,  $15,000 and $31,000 for the years ended  December  31, 2000,
1999 and 1998,  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.  The  Company
recorded $540,000 of compensation expense related to these loans for each of the
years ended December 31, 2000, 1999 and 1998.

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

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

                                                         2000                   1999                 1998
     ----------------------------------------- --- ----------------- -- --------------------- --------------------
     Net loss

        As reported......................            $ (25,993,000)           $ (22,256,000)       $ (28,064,000)
        Pro forma........................            $ (32,063,000)           $ (28,511,000)       $ (34,371,000)

     Loss per share - basic and diluted
        As reported......................            $       (1.42)           $      (1.25)        $       (1.94)
        Pro forma........................            $       (1.75)           $      (1.61)        $       (2.38)
     ----------------------------------------- --- ----------------- -- --------------------- --------------------

     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:
                                                         2000                   1999                 1998
     ----------------------------------------- --- ----------------- --- -------------------- -------------------
     Expected dividend yield.............                 0%                     0%                   0%
     Expected stock price volatility.....                50%                     50%                 50%
     Risk-free interest rate.............           5.75% - 6.00%           6.17% - 6.77%       4.62% - 4.83%
     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,  2000,  1999 and 1998 was 7.1  years,  7.1  years  and 7.2  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  125,761  shares,  1,563 shares and 136,688 shares of Common Stock were
exercised  during 2000,  1999 and 1998,  respectively.  As of December 31, 2000,
warrants to purchase  45,311 shares of Common Stock  expired and were  cancelled
accordingly.

     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  30,354  shares of Common  Stock were  exercised
during 2000, no warrants were exercised in 1999 and 312 shares were exercised in
1998.

     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.  These  warrants were
all exercised during 2000.

     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.  The warrants 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, 2000,  warrants to purchase 154,000 shares
of Common  Stock were  exercised.  The Company  recorded  deferred  compensation
associated  with the value of these warrants of $205,000,  $276,000 and $717,000
in 2000, 1999 and 1998, respectively.  The Company recorded compensation expense
of $224,000,  $843,000  and $1.8 million for the years ended  December 31, 2000,
1999 and 1998,  respectively.  As of  December  31,  2000,  warrants to purchase
651,000 shares of Common Stock expired and were cancelled accordingly.

     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 share
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, 2000, no warrants have been exercised.

     As of December  31,  2000,  the Company has  reserved a total of  2,891,500
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
consolidated 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  expired
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, 2000,  1999 and 1998 warrants
to purchase  65,566  shares,  4,687 shares and 17,186 shares,  respectively,  of
Common  Stock were  exercised.  As of  December  31 2000,  warrants  to purchase
17,186, shares of Common Stock expired and were cancelled accordingly.

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 value on a bi-weekly  basis.  The ESOP also  provides for a
discretionary  contribution made by the Company based on the amounts contributed
by the  participants.  The amount to be contributed by the Company is determined
by the  Board  of  Directors  prior  to the  start of each  plan  year.  Company
contributions,  which the Board of Directors  determined to be 100% for the 2000
and 1999 plan  years,  are made on a  quarterly  basis and vest over a five year
period.  Total Company matching  contributions  for 2000, 1999 and 1998 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>


                                                             2000                            1999
                                                 ----------------------------------------------------------------
                                                    Current      Non-current       Current       Non-current

                                                 --------------------------------------------------------------
      Deferred tax assets:
        Other accruals and reserves...........      $ 131,000   $         --        $  126,000  $         --
        Capitalized research and development..             --        778,000                --       778,000
        Non-cash loss in investment...........             --      1,493,000                --            --
        Net operating losses and tax credits..             --     60,298,000                --    52,504,000
                                                 --------------------------------------------------------------
      Total deferred tax assets...............        131,000     62,569,000           126,000    53,282,000

      Deferred tax liabilities:
        Amortization and depreciation
        expense..............................              --        230,000               --        397,000
        Federal benefit for state income taxes          9,000      2,556,000           26,000      5,232,000
                                                 --------------------------------------------------------------
      Total deferred tax liabilities..........          9,000      2,786,000           26,000      5,629,000
                                                 --------------------------------------------------------------
      Net deferred tax assets.................        122,000     59,783,000          100,000     47,653,000
      Less valuation reserve..................       (122,000)   (59,783,000)        (100,000)   (47,653,000)
                                                 --------------------------------------------------------------
                                                   $       --    $        --       $       --   $         --
                                                 ==============================================================
</TABLE>

     The Company has net operating loss  carryforwards  for federal tax purposes
of  $156.3  million  which  expire in the years  2002 to 2021.  Research  credit
carryforwards  aggregating  $8.0 million are available for federal and state tax
purposes and expire in the years 2002 to 2020.  The Company also has a state net
operating loss  carryforward of $42.9 million which expires in the years 2001 to
2005.  Of the $42.9  million in state net operating  loss  carryforwards,  $13.2
million  will expire  during 2001 and 2002.  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 no royalty income received
from device sales for the year ended December 31, 2000 and $143,000 and $191,000
for the years ended December 31, 1999 and 1998, respectively.  Additionally, for
the years ended  December 31, 2000,  1999 and 1998, the Company has not paid any
royalties under these agreements.

     In 1994,  the Company  entered into a  development  and  commercial  supply
agreement  with  Pharmacia  Corporation  to receive  formulation  and  packaging
services for one of the Company's drugs at specified prices. For the years ended
December 31, 2000,  1999 and 1998, the Company paid  $372,000,  $1.3 million and
$2.6 million,  respectively, and recorded as expense $308,000, $881,000 and $2.9
million,   respectively,   primarily  for  the  cost  of  drug  formulation  and
development.  In 1998,  the rights and  obligations  under this  agreement  were
transferred to Fresenius AG with operating terms remaining the same.

     Under the prior and current License Agreements,  Pharmacia  Corporation 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 under the License Agreements.  For
the years ended December 31, 2000, 1999 and 1998, the Company  recorded  license
revenues of $4.5 million, $14.0 million and $9.3 million, respectively,  related
to the billing for the reimbursement of certain  preclinical and clinical costs.
The Company has not yet received any royalty  income under these  agreements and
will only do so based on future drug product sales.

     Certain of the Company's research has been funded in part by Small Business
Innovation  Research and/or National Institutes of Health grants. As a result of
such funding,  the United States  Government  has or will have certain rights in
the technology developed which includes a non-exclusive, worldwide license under
such inventions of any governmental purpose and the right to require the Company
to grant an  exclusive  license  under any of such  inventions  to a third party
based on certain criteria. For the years ended December 31, 2000, 1999 and 1998,
the Company has recorded income from grants of $112,000,  $438,000 and $674,000,
respectively.

     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
$117,000.  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 is currently on a month-to-month basis. Sublease rental income from Ramus is
approximately  $4,900 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 on the
consumer price index.  Sublease  rental income from these parties is $32,900 per
month. Sublease rental income is netted against the Company's rent expense.

     Future minimum operating lease payments,  net of sublease rental income, as
of December 31, 2000 are as follows:


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

                                                      Lease Amount             Minimum
                                                         Payable          Sublease Revenues           Net
                                                    ------------------   --------------------  ------------------
        2001.......................................   $ 1,403,000            $   367,000         $ 1,036,000
        2002.......................................     1,175,000                367,000             808,000
        2003.......................................       663,000                321,000             342,000
        2004.......................................            --                     --                  --
                                                    ------------------   --------------------  ------------------
        Total minimum lease payments...............   $ 3,241,000            $ 1,055,000         $ 2,186,000
                                                    ------------------   --------------------  ------------------
</TABLE>

     Rent expense was $1.1 million,  $1.3 million and $1.1 million for the years
ended December 31, 2000, 1999 and 1998, respectively,  net of sublease income of
$365,000, $47,000 and $45,000, 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.  In  connection  with
ongoing  services  provided by the  consulting  firm,  the  Company  recorded no
expense for the year ended  December  31, 2000 and $2,000 and  $373,000  for the
years ended December 31, 1999 and 1998, 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 $86,000 in connection with legal services  related to
the Pharmacia  Corporation equity investment in 1999. In connection with general
legal  services  provided  by the law firm,  the  Company  recorded  as  expense
$40,000,  $46,000 and $246,000 for the years ended  December 31, 2000,  1999 and
1998,  respectively.  From 1996 through December 31, 2000, this individual's law
firm has  received  warrants to purchase  80,000  shares of Common Stock for his
services as Secretary of the Company.

10.  Fair Value of Financial Instruments

     The  following is  information  concerning  the fair value of each class of
financial instrument as of December 31, 2000 and 1999:

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.

11.  Investments in Affiliate

     During  2000,  the  Company  determined  the  decline  in the  value of its
investment  in Xillix was  other-than-temporary.  The Company  recognized a loss
totaling  $3.5  million  to adjust  its  investment  in Xillix to its  estimated
current  fair value based on the average  closing  prices over a 120 day period.
This loss is included  in  "Non-cash  loss in  investment"  in the  accompanying
consolidated  statements of operations,  stockholders' equity and cash flows. As
of December 31, 2000,  the Company  still holds the  2,691,904  shares of Xillix
common stock received in the original investment transaction. The new cost basis
in the investment is $991,000 and this investment will continue to be classified
as an  available-for-sale  investment  recorded at fair value with any resulting
unrealized gains or losses included in "Accumulated other comprehensive loss" in
the consolidated balance sheet and statement of stockholders' equity.

12.      Quarterly Results of Operations (Unaudited)
<TABLE>
<CAPTION>
<S>                                                     <C>                 <C>                 <C>                   <C>


                                                                                    Three Months Ended

                                                        ----------------------------------------------------------------------------
                                                           March 31,           June 30,          September 30,        December 31,
                                                        ----------------    ---------------    ------------------    ---------------

1999:

Revenues.........................................          $  2,412,000      $   6,006,000        $    2,353,000      $   3,806,000
Costs and expenses...............................             8,579,000         11,229,000             7,856,000          9,975,000
Net interest and other income....................               128,000            322,000               116,000            240,000
                                                        ----------------    ---------------    ------------------    ---------------
Net loss.........................................          $ (6,039,000)     $  (4,901,000)       $   (5,387,000)     $  (5,929,000)
                                                        ================    ===============    ==================    ===============
Net loss per share:
    Basic and diluted............................          $      (0.35)     $       (0.27)       $        (0.30)     $       (0.33)
                                                        ================    ===============    ==================    ===============

2000:

Revenues.........................................             1,378,000          1,551,000               834,000            830,000
Costs and expenses...............................             6,267,000          7,152,000             6,631,000          6,167,000
Net interest expense.............................              (112,000)          (177,000)             (256,000)          (339,000)
Non-cash loss in investment......................                    --                 --                    --         (3,485,000)
                                                        ----------------    ---------------    ------------------    ---------------
Net loss.........................................          $ (5,001,000)     $  (5,778,000)       $   (6,053,000)     $  (9,161,000)
                                                        ================    ===============    ==================    ===============
Net loss per share:
    Basic and diluted............................          $      (0.28)     $       (0.32)       $        (0.33)     $       (0.50)
                                                        ================    ===============    ==================    ===============

</TABLE>


13.  Subsequent Event

     In January 2001,  the Company  entered into a non-binding  letter of intent
with  Pharmacia  Corporation  to provide the Company up to an  additional  $20.0
million of funding.  The terms and conditions under which any such funding would
be  available  to the  Company are  subject to further  negotiation  between the
parties.


<PAGE>


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

         None.


<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

ITEM 11. EXECUTIVE COMPENSATION

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


<PAGE>



                                     PART IV

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


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

(a)      Financial Statements

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

                  Index to Consolidated Financial Statements:                                               Page

                  Report of Independent Auditors                                                              47
                  Consolidated Balance Sheets as of
                      December 31, 2000 and 1999                                                              48
                  Consolidated Statements of Operations for the
                      years ended December 31, 2000, 1999 and 1998                                            49
                  Consolidated Statements of Stockholders'
                      Equity for the years ended December 31,
                      2000, 1999 and 1998                                                                     50
                  Consolidated Statements of Cash Flows for the
                      years ended December 31, 2000, 1999 and 1998                                            51
                  Notes to Consolidated Financial Statements                                                  52

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

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

(b)               Index to Exhibits:
                  -----------------
                  See Index to Exhibits on pages 69 to 72

(c)               Reports on Form 8-K:
                  -------------------
                  On July 14, 2000, Miravant Medical Technologies reported under
                  Item 5 - Other Events, that the Board of Directors of Miravant
                  Medical  Technologies  approved  the  adoption  of a Preferred
                  Stock Rights Agreement.

</TABLE>

<PAGE>




                                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                             [I] [4.13]
4.14            Form of Common Stock Purchase Warrant between the Registrant and Nida & Maloney
4.15            Form of Common Stock Purchase Warrant between the Registrant and Pharmacia Corporation.
4.16            Preferred Stock Rights Agreement dated July 13, 2000                                        [H] [4.1]
10.1            Master Lease Agreement dated March 16, 1993 between the Registrant and Citicorp Leasing,
                Inc.                                                                                        [A][10.2]
10.2            Standard Industrial / Commercial Lease dated June 10, 1992 between the Registrant and
                Santa Barbara Research Center.                                                              [A][10.3]
10.3            Addendum to Standard Industrial / Commercial Lease dated June 10, 1992 between the
                Registrant and Santa Barbara Research Center.                                               [A][10.4]
10.4            Roof Agreement dated October 26, 1993 between the Registrant and Santa Barbara Research
                Center.                                                                                     [A][10.5]
10.5            Employment Agreement dated as of October 1, 1992 between PDT Pharmaceuticals, Inc. and
                Dr. Gary S. Kledzik.**                                                                      [A][10.6]
10.6            PDT, Inc. Stock Option Plan dated September 19, 1989.**                                     [A][10.9]
10.7            PDT, Inc. Stock Option Plan dated September 3, 1992.**                                      [A][10.10]
10.8            PDT, Inc. 1994 Stock Option Plan dated December 2, 1994.**                                  [A][10.11]
10.9            PDT, Inc. Non-Employee Directors' Stock Option Plan.**                                      [A][10.12]
10.10           Letter Agreement dated December 6, 1993 between the Registrant and Cordis Corporation.*     [J][10.13]
10.11           Letter Agreement dated December 10, 1993 between the Registrant and Boston Scientific
                Corporation.*                                                                               [J][10.14]
10.12           License Agreement dated July 1, 1989 between the Registrant and The University of Toledo,
                The Medical College of Ohio and St. Vincent Medical Center as amended.*                     [J][10.17]
10.13           License and Distribution Agreement dated April 1, 1992 between the Registrant and
                Laserscope, a California Corporation.*                                                      [J][10.18]
10.14           Form of Directors' and Officers' Indemnification Agreement.                                 [A][10.22]
10.15           OEM Agreement dated June 1, 1992 between the Registrant and Laserscope, a California
                Corporation.*                                                                               [J][10.23]
10.16           Employment Agreement with David E. Mai dated February 1, 1991, as amended.**                [J][10.24]
10.17           Form of Consulting Agreement                                                                [K][10.1]
10.18           Amendment to PDT, Inc. Stock Option Plan dated September 19, 1989.**                        [L] [10.1]
10.19           Amendment to PDT, Inc. 1994 Stock Option Plan dated December 2, 1994.**                     [L][10.2]
10.20           Employment Agreement with John M. Philpott dated as of March 20, 1995, as amended.**        [M] [10.43]
10.21           Form of Amended and Restated Financial Services Agreement between Registrant and HAI
                Financial, Inc.                                                                             [M] [10.46]
10.22           Development and Distribution Agreement between Registrant and Iridex Corporation.*          [N][10.1]
10.23           Commercial Lease Agreement between Registrant and Santa Barbara Business Park, a            [N][10.2]
                California Limited Partnership.(1)
10.24           PDT, Inc. 1996 Stock Compensation Plan.**                                                   [O]
10.25           Form of Amendment No. 3 to 1989 Stock Option Agreement.**                                   [P][10.4]
10.26           Investment Agreement dated December 27, 1996 between PDT Cardiovascular, Inc. and Ramus
                Medical Technologies.*                                                                      [Q] [10.16]
10.27           Co-Development Agreement dated December 27, 1996 between PDT Cardiovascular, Inc. and
                Ramus Medical Technologies.                                                                 [Q] [10.17]
10.28           Series A Preferred Stock Registration Rights Agreement dated December 27, 1996 between
                PDT Cardiovascular, Inc. and Ramus Medical Technologies.*                                   [Q] [10.18]
10.29           Amended and Restated 1996 Stock Compensation Plan.**                                        [R]
10.30           PDT, Inc. 401(k)-Employee Stock Ownership Plan.**                                           [S][10.2]
10.31           Credit Agreement dated April 1, 1998 between the Registrant and Ramus Medical               [T][10.5]
                Technologies.*
10.32           Convertible Promissory Note dated April 1, 1998 between the Registrant and Ramus Medical    [T][10.6]
                Technologies.*
10.33           Strategic Alliance Agreement dated June 2, 1998 between the Registrant and Xillix           [T][10.7]
                Technologies Corp.*
10.34           Subscription Agreement relating to the Registrant's Common Stock dated June 2, 1998         [T][10.8]
                between the Registrant and Xillix Technologies Corp.
10.35           Subscription Agreement relating to Xillix's Common Stock dated June 2, 1998 between the     [T][10.9]
                Registrant and Xillix Technologies Corp.
10.36           Commercial  Lease Agreement dated May 27, 1998 between the Registrant and
                Raytheon Company                                                                            [A][10.4]
10.37           Equity  Investment  Agreement dated January 15, 1999 between the Registrant and Pharmacia   [U][10.1]
                & Upjohn, Inc., and Pharmacia & Upjohn, S.p.A.*
10.38           Credit Agreement between the Registrant and the Lender.*                                    [U][10.2]
10.39           Warrant Agreement between the Registrant and Pharmacia & Upjohn, Inc.*                      [U][10.3]
10.40           Security Agreement between the Registrant and the Secured Party.*                           [U][10.4]
10.41           Registration Rights Agreement between the Registrant and Pharmacia & Upjohn, Inc.*          [U][10.5]
10.42           Amended and Restated Ophthalmology Development & License Agreement between the Registrant
                and Pharmacia & Upjohn AB.*                                                                 [U][10.6]
10.43           Cardiovascular Right of First Negotiation between the Registrant and Pharmacia & Upjohn,
                Inc.*                                                                                       [U][10.7]
10.44           Amendment No. 8 dated as of January 1, 2000 to Employment Agreement between the
                Registrant and Gary S. Kledzik.**                                                           [V][10.1]
10.45           Amendment No. 13 dated as of January 1, 2000 to Employment Agreement between the
                Registrant and David E. Mai.**                                                              [V][10.2]
10.46           Amendment No. 5 dated as of January 1, 2000 to Employment Agreement between the
                Registrant and John M. Philpott.**                                                          [V][10.3]
10.47           Miravant Medical Technologies 2000 Stock Compensation Plan                                  [W] [4.1]
21.1            Subsidiaries of the Registrant.
23.1            Consent of Independent Auditors.
27.1            Financial Data Schedule.

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



[A]        Incorporated by reference from the exhibit referred to in brackets
           contained in the Registrant's Registration Statement on
           Form S-1 (File No. 33-87138).
[B]        Incorporated by reference from the exhibit referred to in brackets
           contained in Amendment No. 2 to the Registrant's
           Registration Statement on Form S-1 (File No. 33-87138).
[C]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the  Registrant's  Form 10-Q for the quarter  ended June
           30, 1995, as amended on Form 10-Q/A dated  December 6, 1995 (File No.
           0-25544).
[D]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained  in the  Registrant's  Form  10-Q  for  the  quarter  ended
           September 30, 1998 (File No. 0-25544).
[E]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained  in the  Registrant's  Registration  Statement  on Form S-3
           dated July 30, 1998 (File No. 333-39905).
[F]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the Registrant's  Form 8-K dated June 30, 1998 (File No.
           0-25544).
[G]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the  Registrant's  Form 10-Q for the quarter ended March
           31, 1998 (File No. 0-25544).
[H]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the  Registrant's  Form 8A dated July 18, 2000 (File No.
           0-25544).
[I]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the  Registrant's  Form 10-K for the year ended December
           31, 1999 (File No. 0-25544).
[J]        Incorporated by reference from the exhibit referred to in brackets
           contained in Amendment No. 1 to the Registrant's
           Registration Statement on Form S-1 (File No. 33-87138).
[K]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the Registrant's  Form 8-K dated June 22, 1995 (File No.
           0-25544).
[L]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained  in the  Registrant's  Form  10-Q  for  the  quarter  ended
           September 30, 1995 (File No. 0-25544).
[M]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the  Registrant's  Form 10-K for the year ended December
           31, 1995 (File No. 0-25544).
[N]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the  Registrant's  Form 10-Q for the quarter  ended June
           30, 1996 (File No. 0-25544).
[O]        Incorporated by reference from the Registrant's 1996 Definitive Proxy
           Statement filed June 18, 1996
[P]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained  in the  Registrant's  Form  10-Q  for  the  quarter  ended
           September 30, 1996 (File No. 0-25544).
[Q]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the  Registrant's  Form 10-K for the year ended December
           31, 1996 (File No. 0-25544).
[R]        Incorporated  by reference  from the  Registrant's  1996  Definitive
           Proxy Statement filed April 24, 1997.
[S]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the  Registrant's  Form 10-Q for the quarter  ended June
           30, 1997 (File No. 0-25544).
[T]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the  Registrant's  Form 10-Q for the quarter  ended June
           30, 1998 (File No. 0-25544).
[U]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the  Registrant's  Form 8-K dated January 15, 1999 (File
           No. 0-25544).
[V]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained in the  Registrant's  Form 10-Q for the quarter ended March
           31, 1999 (File No. 0-25544).
[W]        Incorporated  by reference  from the exhibit  referred to in brackets
           contained  in the  Registrant's  Form S-8 dated August 29, 2000 (File
           No. 0-25544).
**         Management contract or compensatory plan or arrangement.
*          Confidential portions of this exhibit have been deleted and filed
           separately with the Commission pursuant to Rule 24b-2
           under the Securities Exchange Act of 1934.
(1)        The material has been filed separately on paper pursuant to a request
           granted by the Commission for a continuing  hardship
           exemption from filing electronically.


</TABLE>

<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, 2001

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

         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.

Signature                                   Title                                                Date

/S/ Gary S. Kledzik                         Chairman of the Board, Director,            March 29, 2001
------------------------------------        and Chief Executive Officer,
    Gary S. Kledzik, Ph.D.                 (Principal Executive Officer)


/S/ David E. Mai                            Director and President                      March 29, 2001
------------------------------------
    David E. Mai

/S/ John M. Philpott                        Chief Financial Officer and Treasurer       March 29, 2001
------------------------------------       (Principal Financial Officer and
    John M. Philpott                        Principal Accounting Officer)


/S/ Larry S. Barels                         Director                                    March 29, 2001
------------------------------------
    Larry S. Barels

/S/ William P. Foley II                     Director                                    March 29, 2001
------------------------------------
    William P. Foley II

/S/ Charles T. Foscue                       Director                                    March 29, 2001
------------------------------------
    Charles T. Foscue

/S/ Jonah Shacknai                          Director                                    March 29, 2001
------------------------------------
    Jonah Shacknai

</TABLE>

<PAGE>



                                  Exhibit 21.1

                         Subsidiaries of the Registrant

Miravant Pharmaceuticals, Inc.

Miravant Systems, Inc.

Miravant Cardiovascular, Inc.





<PAGE>



                                  Exhibit 23.1

               Consent of Ernst & Young LLP, Independent Auditors

We consent to the  incorporation  by  reference in the  Registration  Statements
(Form S-8 No. 333-29413)  pertaining to the Miravant Medical Technologies 401(k)
-  Employee  Stock  Ownership  Plan,  (Form S-8 No.  333-34953  and Form S-8 No.
333-93385)  pertaining to the Miravant  Medical  Technologies  1989 Stock Option
Plan,  the Miravant  Medical  Technologies  1992 Stock Option Plan, the Miravant
Medical  Technologies 1994 Stock Option Plan, the Miravant Medical  Technologies
Non-Employee  Directors' Stock Option Plan and the Miravant Medical Technologies
1996 Stock  Compensation  Plan and (Form S-8 No.  333-44728)  pertaining  to the
Miravant  Medical   Technologies  2000  Stock   Compensation  Plan  and  to  the
incorporation  by  reference  in the  Registration  Statements  (Form S-3/A2 No.
333-60251 and Form S-3 No.  333-84003)  and in the related  Prospectuses  of our
report  dated  March  7,  2001,  with  respect  to  the  consolidated  financial
statements of Miravant Medical Technologies  included in its Annual Report (Form
10-K) for the year ended December 31, 2000.

                                                       /S/ ERNST & YOUNG LLP


March 26, 2001
Woodland Hills, California