Exhibit 10.1
WAIVER AND
ACKNOWLEDGEMENT
March 30, 2007
Reference is
made to the sale and issuance by Alteon Inc., a Delaware
corporation (the “ Company ”), of its
convertible promissory notes and warrants pursuant to the
transactions contemplated by (i) that certain Convertible Note and
Warrant Purchase Agreement dated January 11, 2007, by and among the
Company and the lenders named therein (the “
Lenders ”) (the “ Purchase
Agreement ”), (ii) those certain convertible
promissory notes, each dated January 11, 2007, in an aggregate
principal amount of $3,000,000 issued to the Purchasers (the
“ Promissory Notes ”), (iii) those
certain warrants to purchase shares of the Company’s common
stock, $0.01 par value per share (“ Common
Stock ”), dated January 11, 2007, issued to the
Purchasers (the “ Warrants ”), (iv)
that certain Security & Guaranty Agreement by and among the
Company, HaptoGuard, Inc., a wholly owned subsidiary of the Company
(“ HaptoGuard ”), and Baker Bros.
Advisors, LLC, as collateral agent, dated January 11, 2007 (the
“ Security and Agreement ”) and (v)
that certain Intellectual Property Security Agreement by and among
the Company, HaptoGuard and Baker Bros. Advisors, LLC, as
collateral agent, dated January 11, 2007 (the “ IP
Security Agreement ” and together with the Purchase
Agreement, the Promissory Notes, the Warrants and the Security
Agreement, the “ Note Documents ”).
Capitalized terms used herein and not defined will have the meaning
ascribed to them in the Purchase Agreement.
The undersigned
Purchasers and Collateral Agent, by their signature below, each
hereby:
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a)
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subject to
clause b) below, waive compliance with any agreement, covenant or
obligation of or by the Company set forth in any of the Note
Documents with respect to (i) the Company entering into definitive
documents for the Preferred Financing by March 31, 2007; (ii) the
Company holding the Stockholder Meeting on or prior to April 30,
2007 (which date will be extended to May 31, 2007 if the SEC
reviews and comments on the proxy statement relating to the
Stockholder Meeting) or (iii)
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