EXHIBIT 1.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is dated January 6, 2005
between _________________ ("Purchaser") and Alteon Inc. ("Company"). The parties
hereto agree as follows:
The Purchaser shall buy and the Company shall sell ___________ shares
("Shares") of the Company's Common Stock at a price of $1.05 per share for a
total amount of $____________ (the "Purchase Price").
The Shares have been registered on a registration statement on Form S-3,
File No. 333-106048, which was declared effective by the Securities and Exchange
Commission on June 12, 2003 and amended by a post-effective amendment that was
declared effective by the Securities and Exchange Commission on April 7, 2004
(as so amended, the "Registration Statement"). A final prospectus and prospectus
supplement relating to the offering of the Shares (together, the "Prospectus")
will be delivered to the Purchaser prior to or promptly after the closing of the
purchase and sale of the Shares (the "Closing"). Execution and delivery of this
Agreement by the Purchaser shall constitute a binding offer to purchase the
Shares at the Purchase Price, subject only to acceptance and delivery of this
Agreement by the Company, together with delivery of the Prospectus to the
Purchaser. The Shares are free of restrictive legends and are free of any resale
restrictions.
The Purchaser represents and warrants to the Company:
(a) The Purchaser is a corporation or other legal entity duly
organized, validly existing and in good standing under the laws of
_______________.
(b) The Purchaser has the requisite corporate (or other entity)
power and authority to enter into and perform this Agreement and to
purchase the Shares in accordance with the terms hereof. This Agreement
constitutes a valid and binding obligation of the Purchaser enforceable
against the Purchaser in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency or
similar laws relating to, or affecting generally, the enforcement of
creditor's rights and remedies or by other equitable principles of general
application.
(c) In making its investment decision in this offering, the
Purchaser and its advisors, if any, have relied solely on the Company's
public filings as filed with the Securities and Exchange Commission,
including the base prospectus filed as part of the Registration Statement
when it was declared effective, all documents incorporated therein by
reference.
Approval of the Shares for listing on the American Stock Exchange ("Amex")
shall be a condition to the Closing and the Company shall have no obligation to
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consummate the sale of the Shares until such approval is obtained. The Closing
is expected to occur on or about January 12, 2005, or as soon thereafter as such
approval has been obtained. The Company will give notice of the date of Closing
to the Purchaser not less than one (1) Business Day (as hereinafter defined)
before the Closing.
The Purchaser and the Company acknowledge and agree that (i) the offering
described in the Prospectus is for a number of shares of the Company's Common
Stock that is less than 19.9% of the Company's outstanding Common Stock prior to
the transaction contemplated hereby and (ii) the Company will not issue
additional shares of its Common Stock with respect to this transaction under
circumstances that would require the approval of its stockholders pursuant to
applicable Amex rules without obtaining such approval.
Neither the Company nor any of its officers or agents shall disclose any
material non-public information about the Company to the Purchaser and neither
the Purchaser nor any of its affiliates, officers or agents will solicit any
material non-public information from the Company in connection with the offer
and sale of the Shares by the Company to the Purchaser.
The Purchaser shall wire the purchase amount to the Company to the account
set forth below.
COMPANY WIRE TRANSFER INSTRUCTIONS:
The Company shall cause its transfer agent to transmit the Shares
electronically to the Purchaser by crediting the account set forth below through
the Deposit Withdrawal Agent Commission system.
PURCHASER DWAC INSTRUCTIONS:
All communications hereunder shall be in writing and shall be deemed to
have been given on the date delivered by hand, sent by facsimile transmission,
or mailed
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certified mail, return receipt requested, if to the Purchaser, to the address
set forth on the signature page of this Agreement, and if to the Company, to 0
Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, Facsimile (000) 000-0000, Attention: Xxxxxxx
X. Xxxx. Either party to this Agreement may change such address for notices by
sending to the other party written notice of a new address for such purpose.
This Agreement shall be governed and construed in accordance with the laws
of the State of Delaware, without giving effect to conflict of law principles.
Each of the Company and the Purchaser irrevocably submits to the jurisdiction of
the United States District Court sitting in New York, New York for the purposes
of any suit, action or proceeding arising out of or relating to this Agreement
and hereby waives any claim that it is not personally subject to the
jurisdiction of such court, that the suit, action or proceeding is brought in an
inconvenient forum or that the venue of the suit, action or proceeding is
improper.
The Company shall, by 8:30 a.m. Eastern time on the Business Day following
the date hereof, issue a press release disclosing the material terms of the
transaction contemplated hereby.
The Purchaser may not assign or otherwise transfer this Agreement or its
rights hereunder without the consent of the Company.
This Agreement may be executed in one or more counterparts, all of which
taken together shall constitute one and the same instrument.
[Remainder of this page intentionally left blank.]
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AGREED AND ACCEPTED:
Alteon Inc.
By:_________________________________
Name:
Title:
PURCHASER:
By:_________________________________
Name:
Title:
Address:____________________________
____________________________
Facsimile No.: _____________________
