Common use of Subsequent Closings Clause in Contracts

Subsequent Closings. Except as otherwise provided herein, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to the other terms of the License Agreement, such funding and Closings shall begin three (3) days after the later of the date on which (i) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafter.

Subsequent Closings. Except The closing (each a “Subsequent Closing” and together with the Initial Closing, each a “Closing”) of the purchase of Subsequently Purchased Securities by the Buyers pursuant to a Subsequently Purchased Securities Notice shall occur by electronic transmission or other transmission as otherwise provided hereinmutually acceptable to the parties. The date and time of a Subsequent Closing (each a “Subsequent Closing Date” and together with the Initial Closing Date, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States each a “Closing Date”) shall be funded in advance by purchases of Series H Preferred Stock. Subject to 10:00 a.m., New York time, on the other terms of the License Agreement, such funding and Closings shall begin three first (31st) days after the later of the date Business Day on which (ithe conditions to such Subsequent Closing set forth in Sections 6 and 7(b) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 are satisfied or waived (or such other dates date as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of is mutually agreed to by the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained and each Buyer); provided that in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly no event will any Subsequent Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which that is one (1) year from the stockholders of Initial Closing Date; provided further that the Company approve may not deliver the removal first Subsequently Purchased Securities Notice earlier than two (2) Trading Days following the Company’s public announcement of its earnings through the Limitations or (ii) furnishing of a Form 8-K with the SEC for the fiscal year ended December 31, 2023. sixty (60) days after the date on which data da ys from the Company's ACTION I trial are unblinded to Amendment No. 3 Effective Date (or such later date as the Purchaser Required Holders may agree in writing (including, for the "Data Release Date"avoidance of doubt, via e-mail) in their sole discretion). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior thing herein to the expiration contrary the aggregate Stated Principal Amount (as defined in the Notes) of Notes issued pursuant to this Agreement and the other Transaction Documents shall not exceed $25,000,000 (or such greater amount as the Required Holders may agree in writing (including, for the avoidance of doubt, via e-mail) in their sole discretion), plus accrued interest and fees capitalized thereto, without the consent of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafterRequired Holders.

Subsequent Closings. Except The closing (each a “Subsequent Closing” and together with the Initial Closing, each a “Closing”) of the purchase of Subsequently Purchased Securities by the Buyers pursuant to a Subsequently Purchased Securities Notice shall occur by electronic transmission or other transmission as otherwise provided hereinmutually acceptable to the parties. The date and time of a Subsequent Closing (each a “Subsequent Closing Date” and together with the Initial Closing Date, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States each a “Closing Date”) shall be funded in advance by purchases of Series H Preferred Stock. Subject to 10:00 a.m., New York time, on the other terms of the License Agreement, such funding and Closings shall begin three first (31st) days after the later of the date Business Day on which (ithe conditions to such Subsequent Closing set forth in Sections 6 and 7(b) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 are satisfied or waived (or such other dates date as are is mutually agreed to by the Company and each Buyer); provided herein)that in no event will any Subsequent Closing occur after June 30, with the final Closing on January 2, 2000, 2024 (or such other later date on which as the aggregate purchase price Required Holders may agree in writing (including, for the avoidance of the Series H Preferred Stock purchased hereunder equals the lesser of (idoubt, via e-mail) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"their sole discretion). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior anything herein to the expiration contrary the aggregate Stated Principal Amount (as defined in the Notes) of Notes issued pursuant to this Agreement and the other Transaction Documents shall not exceed $50,000,000 plus accrued interest and fees capitalized thereto, without the written consent of the sixty Required Holders (60which written consent may be provided via e-mail).”. b. Section 4(j)(i). The restrictions set forth in Section 4(j)(i) day period following of the Data Release Date Purchase Agreement are hereby waived to the Purchaser gives extent that they would otherwise prohibit the Company notice that it sale and issuance of any Subsequently Purchased Securities under the Purchase Agreement. c. Section 4(x)(i). The date “May 1, 2024” set forth in Section 4(x)(i) of the Purchase Agreement is terminating the License Agreement hereby deleted in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to replaced with the date such termination notice is given“August 1, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in 2024” d. Section 2.1(c)(iv4(cc), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions The first sentence of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c4(cc) of the License Purchase Agreement or otherwise to pay for costs incurred by Alteon after is hereby deleted in its entirety and replaced with the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafterfollowing.

Subsequent Closings. Except The closing (each a “Subsequent Closing” and together with the Initial Closing, each a “Closing”) of the purchase of Subsequently Purchased Securities by the Buyers pursuant to a Subsequently Purchased Securities Notice shall occur by electronic transmission or other transmission as otherwise provided hereinmutually acceptable to the parties. The date and time of a Subsequent Closing (each a “Subsequent Closing Date” and together with the Initial Closing Date, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States each a “Closing Date”) shall be funded in advance by purchases of Series H Preferred Stock. Subject to 10:00 a.m., New York time, on the other terms of the License Agreement, such funding and Closings shall begin three first (31st) days after the later of the date Business Day on which (ithe conditions to such Subsequent Closing set forth in Sections 6 and 7(b) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 are satisfied or waived (or such other dates date as are is mutually agreed to by the Company and each Buyer); provided herein)that in no event will any Subsequent Closing occur after April 30, with the final Closing on January 2, 2000, 2024 (or such other later date on which as the aggregate purchase price Required Holders may agree in writing (including, for the avoidance of the Series H Preferred Stock purchased hereunder equals the lesser of (idoubt, via e-mail) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"their sole discretion). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior anything herein to the expiration contrary the aggregate Stated Principal Amount (as defined in the Notes) of Notes issued pursuant to this Agreement and the other Transaction Documents shall not exceed $35,000,000 plus accrued interest and fees capitalized thereto, without the written consent of the sixty Required Holders (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under which written consent may be provided via e-mail).”. c. Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided 4(j)(i). The restrictions set forth in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c4(j)(i) of the License Purchase Agreement or are hereby waived to the extent that they would otherwise to pay for costs incurred by Alteon after prohibit the date sale and issuance of any Subsequently Purchased Securities under the Purchaser's notice of termination until the effectiveness of such termination and thereafterPurchase Agreement.

Subsequent Closings. Except The closing (each a “Subsequent Closing” and together with the Initial Closing, each a “Closing”) of the purchase of Subsequently Purchased Securities by the Buyers pursuant to a Subsequently Purchased Securities Notice shall occur by electronic transmission or other transmission as otherwise provided hereinmutually acceptable to the parties. The date and time of a Subsequent Closing (each a “Subsequent Closing Date” and together with the Initial Closing Date, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States each a “Closing Date”) shall be funded in advance by purchases of Series H Preferred Stock. Subject to 10:00 a.m., New York time, on the other terms of the License Agreement, such funding and Closings shall begin three first (31st) days after the later of the date Business Day on which (ithe conditions to such Subsequent Closing set forth in Sections 6 and 7(b) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 are satisfied or waived (or such other dates date as are is mutually agreed to by the Company and each Buyer); provided herein)that in no event will any Subsequent Closing occur after February 19, with the final Closing on January 2, 2000, 2024 (or such other later date on which as the aggregate purchase price Required Holders may agree in writing (including, for the avoidance of the Series H Preferred Stock purchased hereunder equals the lesser of (idoubt, via e-mail) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"their sole discretion). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior anything herein to the expiration contrary the aggregate Stated Principal Amount (as defined in the Notes) of Notes issued pursuant to this Agreement and the other Transaction Documents shall not exceed $25,000,000 plus accrued interest and fees capitalized thereto, without the written consent of the sixty Required Holders (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will which written consent may be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided via e-mail).”. b. The restrictions set forth in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c4(j)(i) of the License Purchase Agreement or are hereby waived to the extent that they would otherwise prohibit the sale and issuance of any Subsequently Purchased Securities under the Purchase Agreement. c. Annex I-B to pay for costs incurred by Alteon after the date Purchase Agreement is hereby amended and restated in the form of the Purchaser's notice of termination until the effectiveness of such termination and thereafterAnnex I-B attached hereto.

Subsequent Closings. Except as otherwise provided herein, In accordance with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to the other terms Section 6.3 of the License Collaboration Agreement, such funding and Closings shall begin three (3) days after the later subject to Article 7 hereof, upon achievement of the date on which development milestones as determined and identified in Section 6.3 of the Collaboration Agreement, additional closings (ieach a “Subsequent Closing”) of the National Association issuance of Securities Dealers, Inc. has advised Common Stock (“Additional Common Stock”) and the Company in writing that the concerns raised in its letter issuance of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held an additional Warrant (the "First Series H Closing"“Additional Warrant”) shall take place at the offices of Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and such Closings shall continue on a quarterly basis thereafter on October 1Xxxxx PC, 1998000 Xxxxx Xxx., January 2Xxx Xxxx, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur XX 00000 on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held within ten (10) days after the determination of the first achievement of each such development milestone, or at such time and date thereafter as the Purchaser and the Company may agree (each a “Subsequent Closing Date”), but in no event later than the date milestone payments are made pursuant to Section 6.3.1 of the Collaboration Agreement. At each Subsequent Closing, the Company will execute, issue and deliver to the Purchaser a certificate in the name of the Purchaser for the number of shares of Additional Common Stock being purchased against delivery by such Purchaser to the Company of the applicable portion of the purchase price by wire transfer or other method acceptable to the Company. In addition, at the Subsequent Closing that occurs in connection with the milestone identified in Section 1.2(a) below, the Company will execute, issue and deliver to the Purchaser the Additional Warrant. Subject to the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties as shall be made on each Subsequent Closing Date, the Company agrees to issue to the Purchaser at the applicable Subsequent Closing, such number of shares of Additional Common Stock, and the Company further agrees to issue to the Purchaser the Additional Warrant upon completion of the milestone identified in (a) below, in each case as shall be determined as follows: (a) upon [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] for ED Product, as determined in accordance with Section 6.3.4 of the Collaboration Agreement, by dividing [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] (the aggregate Purchase Price to be paid by the Purchaser for the number of shares to be issued pursuant to this Section 1.2(a)) by the product of (i) one and one-fourth (1.25) and (ii) the average closing price of the Company’s common stock as listed on the American Stock Exchange (“AMEX”) (or, if not listed on AMEX, such other principal national securities exchange or market system on which the shares are listed)) for the twenty (20) trading day period (the “20 Day Average”) immediately preceding the date of achievement of such termination notice development milestone; (b) upon [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] for ED Product, as determined in accordance with Section 6.3.4 of the Collaboration Agreement, by dividing [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] (the aggregate Purchase Price to be paid by the Purchaser for the number of shares to be issued pursuant to this Section 1.2(b)) by the product of (i) one and thereafterone-fourth (1.25) and (ii) the 20 Day Average for the period immediately preceding the date of achievement of such development milestone; (c) upon [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] for FSD Product, except as otherwise provided determined in accordance with Section 2.1(c)(iv6.3.4 of the Collaboration Agreement, by dividing [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] (the aggregate Purchase Price to be paid by the Purchaser for the number of shares to be issued pursuant to this Section 1.2(c)) by the product of (i) one and one-fourth (1.25) and (ii) the 20 Day Average for the period immediately preceding the date of achievement of such development milestone; (d) upon [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] for ED Product, as determined in accordance with Section 6.3.4 of the Collaboration Agreement, by dividing [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] (the aggregate Purchase Price to be paid by the Purchaser for the number of shares to be issued pursuant to this Section 1.2(d)) by the product of (i) one and one-fourth (1.25) and (ii) the 20 Day Average for the period immediately preceding the date of achievement of such development milestone; and (e) upon [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] for FSD Product, as determined in accordance with Section 6.3.4 of the Collaboration Agreement, by dividing [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] (the aggregate purchase price to be paid by the Purchaser for the number of shares to be issued pursuant to this Section 1.2(d)) by the product of (i) one and one-fourth (1.25) and (ii) the 20 Day Average for the period immediately preceding the date of achievement of such development milestone; provided; however that, if the purchase of Additional Common Stock pursuant to any or all of the foregoing clauses would result in the Purchaser becoming the “beneficial owner” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) of 5% or greater of the total shares of Common Stock outstanding on such Subsequent Closing Date, then the Purchaser shall have no obligation the right to, at its sole option, make a nonrefundable, noncreditable cash milestone payment to the Company pursuant to Section 6.3.1 of the Collaboration Agreement in lieu of purchasing Additional Common Stock. Notwithstanding the foregoing, on any Subsequent Closing Date, the Purchaser may, at its sole option, elect to make a nonrefundable, noncreditable cash milestone payment to the Company pursuant to Section 6.3.1 of the Collaboration Agreement in lieu of purchasing Additional Common Stock and, in the case of Section 1.2(a), the Additional Warrant. [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] If at any time following the Initial Closing or any Subsequent Closing the Company takes any actions that would result in the Common Stock beneficially owned by the Purchaser representing 5% or greater of the then outstanding Common Stock of the Company, the Company shall be obligated, at the written request of the Purchaser, to purchase additional an amount of Common Stock from the Purchaser, within 5 business days of the Purchaser’s written request, in an aggregate amount such that following such purchase by the Company, the Purchaser will be the beneficial owner of less than 5% of the then outstanding Common Stock. The price to be paid by the Company for such purchase shall be the 20 Day Average for the period immediately preceding such purchase. The purchase price shall be paid by wire transfer or other method acceptable to the Purchaser and the Purchaser shall deliver to the Company the certificate(s) representing the shares of Series H Preferred Common Stock and no additional Closings purchased by the Company. In the event fractional shares result from the calculations identified in this Section 1.2, such fractional share shall occurbe rounded down to the nearest whole number of shares. If a Final Closing occurs, the Parties agree that the provisions The shares of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) Common Stock underlying each of the License Warrant and the Additional Warrant shall be referred to herein as the “Warrant Shares” and the form of Warrant attached to the Collaboration Agreement or otherwise to pay as Exhibit I shall be the form for costs incurred by Alteon after each of the Warrant and the Additional Warrant with the date of issuance, the number of shares, the exercise price and the expiration date, being the only differences between the two warrants, unless otherwise agreed to in writing by the Company and the Purchaser's notice of termination until the effectiveness of such termination and thereafter.

Subsequent Closings. Except as otherwise provided herein, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to the other terms The date and time of the License Agreement, such funding and Subsequent Closings shall begin three (3as defined below) days after the later of the date on which (i) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H ClosingSubsequent Closing Dates") shall be 10:00 a.m., Eastern time, on the date specified in the Additional Share Notice (as defined below) or the Company Call Notice (as defined below), as the case may be (or such later date as is mutually agreed to by the Company and the applicable Purchaser or Purchasers). At any time after the Initial Closing Date, at such Purchaser's option (each, a "Purchaser Call Option"), by delivering written notice to the Company (an "Additional Securities Notice") at least five (5) Business Days (the "Additional Securities Notice Date") prior to the Subsequent Closing Date set forth in the Additional Securities Notice, the Purchasers may, severally and not jointly, purchase from the Company, and the Company shall sell and issue at multiple closings, if applicable, to the Purchasers, such Purchaser's portion (based on the amounts set forth next to such Purchaser's name on Schedule 2 attached hereto) of (A) an additional $1,312,000 aggregate principal amount of Debentures or, if the Shareholder Approval shall have been obtained, 1,312 shares of Preferred Stock (the "Additional Convertible Securities"), (B) 304,000 shares of Common Stock (the "Additional Shares") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 (C) Warrants to purchase an additional 1,440,000 shares of Common Stock (the "Additional Warrants" and October 1, 1999 (or such other dates as are provided herein), together with the final Closing on January 2Additional Convertible Securities and the Additional Shares, 2000, or such other date on which the "Additional Securities") for an aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of $1,920,000. Each Purchaser shall only be entitled to deliver one Additional Securities Notice. The Additional Securities Notice shall set forth (i) $48,000,000such Purchaser's portion of the Additional Securities as set forth on Schedule 2 attached hereto, or (ii) the amount of total Development Costs agreed-upon under Section 3 such Purchaser's portion of the License Agreement, provided, however, that if Additional Purchase Price (as defined below) as set forth on Schedule 2 attached hereto and (iii) the stockholders date for the Subsequent Closing Date. The closings of the Company have not, prior to October 1, 1998, approved the elimination purchase and sale of the limitations (Additional Securities are hereinafter referred to each as the "Limitations") contained in Sections 1 Subsequent Closing," and 2 of the Amendment purchase price paid for the Additional Securities is hereinafter referred to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "AmendmentAdditional Purchase Price." The Initial Closing and the Subsequent Closing are each referred to herein as a "), the first quarterly Closing subsequent to the First Series H Closing shall occur Closing." If any Purchaser has not exercised its Purchaser Call Option on the earlier of (i) three (3) days third day after the date on which the stockholders Registration Statement (as defined in the Registration Rights Agreement) is declared effective by the Securities and Exchange Commission (the "Commission") (or if such third day is not a business day, the next succeeding business day), the Company shall have the option, by delivering written notice to such Purchaser (a "Company Call Notice") at least five (5) Business Days (the "Company Call Notice Date") prior to the Subsequent Closing Date set forth in the Company Call Notice, to sell and issue to such Purchaser, and such Purchaser shall, severally and not jointly, purchase from the Company such Purchaser's portion (based on the amounts set forth next to such Purchaser's name on Schedule 2 attached hereto) of the Additional Securities. The Company approve the removal Call Notice shall set forth (i) such Purchaser's portion of the Limitations or Additional Securities as set forth on Schedule 2 attached hereto, (ii) sixty such Purchaser's portion of the Additional Purchase Price as set forth on Schedule 2 attached hereto and (60iii) days after the date on which data from for the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Subsequent Closing Date"). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafter.

Subsequent Closings. Except as otherwise provided On the basis of the representations and warranties and subject to the terms and conditions set forth herein, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject Company may, at its option, issue to the other terms of the License Agreement, such funding and Closings shall begin three Purchaser by providing written notice no later than (330) thirty days after the later occurrence of the date on which a Milestone Event (ias defined below) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior decision to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded issue to the Purchaser (the "Data Release Election Notice"), and the Purchaser hereby agrees to purchase from the Company, convertible promissory notes, with a maturity date as of the longer of (A) seven years from the date of this Agreement and (B) five years from the original issuance date of such convertible promissory note, in the principal amounts set forth in the table below upon the occurrence of certain milestones (each a "Milestone Event") as set forth in the table below and having a Conversion Price as set forth in each Convertible Note, and to pay the specified future purchase amount for each subsequent Convertible Note as set forth in the table below. The closing of the issuance and purchase of each subsequent Convertible Note against such payment (each a "Subsequent Closing") shall take place fifteen (15) Business Days after Purchaser receives the Election Notice from the Company of the occurrence of each Milestone Event specified below, together with a copy of the applicable NDA Approval letter (the "Subsequent Closing Date"). Notwithstanding any other provision of this Agreement, at which time the License Agreement or the Amendment, if at any time prior Company shall deliver to the expiration Purchaser a Convertible Note in the applicable principal amount, against delivery by the Purchaser of a wire transfer of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior applicable purchase price to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing"account referenced in Section 1(a) will be held ten (10) days after the delivery of such termination notice and thereafter, except or as otherwise provided designated in Section 2.1(c)(iv), writing by the Purchaser shall have no obligation to purchase additional shares Company. Milestone Event Purchase Price/Principal --------------- Amount of Series H Preferred Stock and no additional Closings shall occurConvertible Note ------------------------ 1. If Receipt of NDA APPROVAL in the United States $20 Million for the PRODUCT for the first indication: 2. Receipt of NDA APPROVAL in the United States $20 Million for the PRODUCT for the second indication: 3. Receipt of NDA APPROVAL in the United States $25 Million for the PRODUCT for a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafter.third indication:

Subsequent Closings. Except as otherwise provided hereinThe Company may sell, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to the other terms of the License Agreement, such funding and Closings shall begin three (3) days after the later of the date on which (i) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) within sixty (60) days after of the date on which data from Initial Closing Date, any Series A Shares and Series A-1 Shares not purchased at the Company's ACTION I trial are unblinded to the Purchaser Initial Closing (the "Data Release Date"“Additional Shares”) to such persons as the Company and Investor Growth Capital (together with Investor AB and its other affiliates, “IGC”) shall mutually determine at a price per share that is equal to or greater than the price per share of the Series A Shares and Series A-1 Shares purchased and sold at the Initial Closing (as set forth in Section 2.2 above). Notwithstanding any other provision of Any such sale shall be upon the same terms and conditions as those contained herein, subject to Section 5.2(l), and such persons or entities shall become parties to this Agreement, the License Agreement or the Amendmentthat certain Investors’ Rights Agreement, if at any time prior to the expiration dated as of the sixty (60) day period following the Data Release Date the Purchaser gives date hereof, by and among the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the Investors, the form of which is attached hereto as Exhibit C (the “Rights Agreement”), that certain Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company, the Investors and certain stockholders named therein, the form of which agreement is attached hereto as Exhibit D (the “Co-Sale Agreement”) and that certain Voting Agreement, dated as of the date hereof, by and among the Company, the Investors and certain stockholders of the Company have notCompany, prior to the date such termination notice form of which agreement is given, approved the removal of the Limitations, then a final Closing attached hereto as Exhibit E (the "Final Closing") will be held ten (10) days after “Voting Agreement” and together with the delivery of such termination notice Rights Agreement and thereafter, except as otherwise provided in Section 2.1(c)(iv)the Co-Sale Agreement, the Purchaser “Ancillary Agreements”) and such persons and entities shall have no obligation to purchase additional shares the rights and obligations of Series H Preferred Stock an Investor hereunder and no additional Closings shall occurthereunder. If a Final subsequent Closing occursunder this Section 2.4 takes place, the Parties agree that the provisions of Additional Shares sold and issued therein shall be deemed “Shares” for all purposes under this Agreement. Any such Closing occurring under this Section 2.1(c)(iv) below 2.4 shall supersede, be a “Subsequent Closing,” and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of any such termination and thereafterSubsequent Closing shall be a “Subsequent Closing Date.”

Subsequent Closings. Except as otherwise provided hereinThe Company may, with respect in its sole discretion from time to subsequent Closings time from the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject date hereof until December 31, 2025, deliver a Subsequent Closing Notice to the other terms of Purchasers, and the License AgreementPurchasers may, such funding and Closings shall begin in their sole discretion upon written notice to the Company within three (3) days after Business Days of receipt thereof, accept or reject such Subsequent Closing Notice (and if no such notice is delivered by the later of Purchasers within such time period, such Subsequent Closing Notice shall be deemed rejected and shall be null and void). Once a Subsequent Closing Notice has been accepted in accordance with the date on which (i) preceding sentence, upon the National Association of Securities Dealersterms and subject to the conditions set forth herein, Inc. has advised the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Closing Shares as set forth for each Purchaser in writing that such Subsequent Closing Notice, which for the concerns raised in its letter avoidance of January 29doubt, 1998 shall be on a pro rata basis consistent with the Purchasers’ Closing Shares at the Initial Closing, unless otherwise agreed to by the Parties. Each Purchaser acquiring Closing Shares at a Subsequent Closing shall deliver to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and , via wire transfer, immediately available funds equal to such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided hereinPurchaser’s Subsequent Subscription Amount pursuant to Section 2.3(b)(ii)(1), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of and the Company have not, prior shall deliver to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment each Purchaser its respective Closing Shares pursuant to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"Section 2.3(b)(i)(1), and the first quarterly Closing subsequent to Company and each Purchaser shall deliver the First Series H other items set forth in Section 2.3(b) deliverable at such Subsequent Closing. Each Subsequent Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders remotely immediately following satisfaction of the Company approve the removal of the Limitations or covenants and conditions set forth in Section 2.4(b) (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release each such date, a “Subsequent Closing Date"”). Notwithstanding the foregoing, upon written notice to the Company accompanying any other provision Subsequent Closing Notice, any Purchaser may designate one or more of its Affiliates to purchase Closing Shares in a Subsequent Closing, in which case such Affiliate shall execute a joinder to this Agreement, the License Agreement or the Amendment, if at any time prior in a form reasonably acceptable to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersedeCompany, and performance thereunder shall satisfy in full, any obligation on the thereafter constitute a “Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay ” hereunder for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafterall purposes.

Subsequent Closings. Except as otherwise provided herein, with respect to subsequent Closings Upon the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to the other terms exercise of the License AgreementSeries A-4 Purchaser Option or Series A-5 Purchaser Option and subject to Section 1.3(b) and the Restated Certificate and the satisfaction or waiver of the closing conditions set forth in Sections 6.1, such funding 6.3 and 6.4, Series A-4 Subsequent Closings and Series A-5 Subsequent Closings shall begin three (3) take place at the offices of Thelen Reid & Priest LLP, 875 Third Avenue, New York, New York 10022, xx x xxxx specified by txx Xxxxxxx xx xxxxxxx xxxx xx xxx xxxx xxxn 15 days after following the later of (a) satisfaction of the conditions set forth in Section 5.1 and Section 5.3 of this Agreement and (b) (i) the date on which (i) written notice with respect to the National Association election of Securities Dealers, Inc. the applicable Purchaser Option has advised been given to the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) with respect to the amount of total Development Costs agreed-upon under Series A-4 Second Tranche Notes or additional Series A-4 Preferred Stock as provided in Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"1.3(b), the first quarterly Closing subsequent to the First Series H Closing shall occur on the date that is no earlier of (i) three (3) than 15 days after following the date on which the stockholders of Additional Purchasers have received the Company approve Notice, or on such other date and at such other time as the removal Company and Additional Purchasers hereto mutually agree upon in writing (each such date and time of such Series A-4 Subsequent Closing and such Series A-5 Subsequent Closing are designated as a "Subsequent Closing", as applicable). The date of each applicable Subsequent Closing is referred to herein as a "Subsequent Closing Date." At each Subsequent Closing, the Limitations Company shall deliver to each Additional Purchaser (i) if the Shareholder Approval has not been obtained, a Series A -4 Second Tranche Note or Series A-5 Note, as the case may be, dated as of such Subsequent Closing Date, in an original principal amount equal to the dollar amount set forth in the Notice of Exercise with respect to such Additional Purchaser or (ii) sixty (60) days after if the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this AgreementShareholder Approval has been obtained, the License Agreement or the Amendment, if at any time prior to the expiration number of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H A-4 Preferred Stock or Series A-5 Preferred Stock, as the case may be, determined by dividing the principal amount set forth in the Notice of Exercise with respect to such Additional Purchaser by the Original Issue Price and no additional Closings shall occur. If a Final (iii) whether or not Shareholder Approval has been obtained, at any Series A-4 Subsequent Closing occursDate, Additional Warrants for the Parties agree that number of shares of Common Stock equal to 20% of the provisions number of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation shares of Common Stock issued or issuable on the conversion of Series A-4 Preferred Stock issued or issuable on conversion of such Additional Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of Series A-4 Second Tranche Notes purchased on such termination and thereafterSubsequent Closing Date.