REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2007 • Alteon Inc /De • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 11, 2007, among Alteon Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase [__________] Shares of Common Stock of ALTEON INC.Security Agreement • January 16th, 2007 • Alteon Inc /De • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______________________] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 31, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the closing of the transactions contemplated by the Purchase Agreement (as defined below), subject to earlier expiration as discussed below (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alteon Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • January 16th, 2007 • Alteon Inc /De • Pharmaceutical preparations • Delaware
This Amendment No. 1 to Stockholder Rights Agreement (the “Amendment”), dated as of January 11, 2007, by and between Alteon Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”), amending that certain Amended and Restated Stockholder Rights Agreement, dated as of July 25, 2005, between the Company and the Rights Agent (the “Agreement”).
ALTEON INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • January 16th, 2007 • Alteon Inc /De • Pharmaceutical preparations • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 16th, 2007 • Alteon Inc /De • Pharmaceutical preparations • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of January 11, 2007, by and among Alteon Inc., a Delaware corporation (“Alteon”), HaptoGuard, Inc., a Delaware corporation (“HaptoGuard”) (Alteon and HaptoGuard sometimes referred to as “Debtor”), and Baker Bros Advisors, LLC, as Collateral Agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”).
SECURITY & GUARANTY AGREEMENTSecurity & Guaranty Agreement • January 16th, 2007 • Alteon Inc /De • Pharmaceutical preparations • New York
SECURITY & GUARANTY AGREEMENT (this “Agreement”), dated as of January 11, 2007, by and between Alteon Inc., a Delaware corporation (“Company”), HaptoGuard, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“HaptoGuard” and together with the Company, each a “Debtor” and collectively the “Debtors”) and Baker Bros Advisors LLC as collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”).
ContractSenior Convertible Secured Promissory Note • January 16th, 2007 • Alteon Inc /De • Pharmaceutical preparations
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES ISSUED UPON SUCH CONVERSION MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.
