Alteon Inc /De Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 19th, 2006 • Alteon Inc /De • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 13, 2006, among Alteon Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

BETWEEN
License Agreement • March 2nd, 2001 • Alteon Inc /De • Pharmaceutical preparations • New Jersey
ALTEON INC.
Alteon Inc /De • March 15th, 2005 • Pharmaceutical preparations • New York
ALTEON INC.
Alteon Inc /De • May 9th, 1997 • Pharmaceutical preparations
LEASE FROM:
Lease • November 13th, 2003 • Alteon Inc /De • Pharmaceutical preparations
ALTEON INC.
Alteon Inc /De • July 26th, 2001 • Pharmaceutical preparations • Minnesota
COMMON STOCK PURCHASE WARRANT To Purchase [__________] Shares of Common Stock of ALTEON INC.
Alteon Inc /De • January 16th, 2007 • 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).

AND
Collaboration and License Agreement • March 2nd, 2001 • Alteon Inc /De • Pharmaceutical preparations • New Jersey
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 31st, 2006 • Alteon Inc /De • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 19, 2006, among Alteon Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Form OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • April 11th, 2007 • Alteon Inc /De • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [_________ __], 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”).

AMONG ALTEON INC. AND
Common Stock and Warrants Purchase Agreement • October 5th, 2000 • Alteon Inc /De • Pharmaceutical preparations • New York
FORM OF STOCK PURCHASE AGREEMENT
Form of Stock Purchase Agreement • June 28th, 2004 • Alteon Inc /De • Pharmaceutical preparations
1 Exhibit 4.1 STOCKHOLDERS RIGHTS AGREEMENT Dated as of July 27, 1995
Stockholders Rights Agreement • March 2nd, 2001 • Alteon Inc /De • Pharmaceutical preparations • Delaware
BETWEEN ALTEON INC. AND
Agreement • November 10th, 1999 • Alteon Inc /De • Pharmaceutical preparations
May 5, 2003
Alteon Inc /De • May 12th, 2003 • Pharmaceutical preparations
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