0001144204-07-030785 Sample Contracts

OMNIBUS AMENDMENT
Omnibus Amendment • June 7th, 2007 • Alteon Inc /De • Pharmaceutical preparations • New York

This OMNIBUS AMENDMENT (this “Amendment”) dated June 1, 2007 is entered into by and among Alteon Inc., a Delaware corporation (the “Company”), and the purchasers (the “Purchasers”) identified on the signature pages to that certain Note and Warrant Purchase Agreement dated as of January 11, 2007 (the “Note Purchase Agreement”).

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AMENDMENT NO. 1 TO SERIES B PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • June 7th, 2007 • Alteon Inc /De • Pharmaceutical preparations • New York

This AMENDMENT NO. 1 TO SERIES B PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is dated June 1, 2007 and is entered into by and among Alteon Inc., a Delaware corporation (the “Company”), and the purchasers (the “Purchasers”) identified on the signature pages to that certain Series B Preferred Stock and Warrant Purchase Agreement dated as of April 5, 2007 (the “Purchase Agreement”), by and among the Company and the purchasers named therein.

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