ALTEON INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT Dated as of July 27, 2005Stockholder Rights Agreement • July 27th, 2005 • Alteon Inc /De • Pharmaceutical preparations • Delaware
In the event any Person becomes an Acquiring Person, also known as a “Section 11(a)(ii) Event”, each holder of a Right will thereafter have the right to receive, upon exercise, that number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) which equals the exercise price of the Right divided by one-half of the current market price (as defined in the Rights Agreement) of the Common Stock at the date of the occurrence of the event. Notwithstanding any of the foregoing, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by an Acquiring Person will be null and void.
