Exhibit 10.2
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is dated
as of October 24, 2003 by and among Alteon Inc., a corporation organized under
the laws of the State of Delaware (the "Company,") and each of the Purchasers
(individually, a "Purchaser" and collectively, the "Purchasers") whose names are
set forth on Exhibit A to the Agreement (as defined below).
RECITALS:
WHEREAS, the Company and Purchasers are parties to that certain Stock
Purchase Agreement dated as of October 15, 2003 (the "Agreement"); and
WHEREAS, the parties to the Agreement wish to amend the Agreement to
modify the time period in which the Purchasers can deliver an Additional Closing
Notice;
NOW, THEREFORE, for good and adequate consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. All defined terms used herein and not otherwise defined shall have the
meaning ascribed thereto in the Agreement.
2. The Paragraph 1(a) of the Agreement shall be amended such that the
term "Period End Date" shall refer to the one hundred and twentieth (120th)
Business Day after the Initial Closing.
3. Except as amended hereby, the Agreement shall remain in full force and
effect.
4. This Amendment may be executed in any number of counterparts, and each
such counterpart hereof shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement.
*****
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Stock Purchase Agreement to be duly executed on their behalf.
ALTEON INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President & CEO
WHI GROWTH FUND, LP
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investors, Inc.,
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
WHI SELECT FUND, LP
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investors, Inc.,
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
PANACEA FUND, LLC
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investors, Inc.,
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
XMARK FUND, LTD
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Principal/COO
XMARK FUND, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Principal/COO
VERTICAL VENTURES, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Partner
BLUEGRASS GROWTH FUND, LP
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Member
▇▇▇▇▇▇ ▇▇▇▇▇ III, TRUSTEE
▇▇▇▇▇▇ ▇▇▇▇▇ III 5% CHARITABLE
REMAINDER TRUST
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ III, Trustee
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇ III, Trustee
Title: Trustee
MAINFIELD ENTERPRISES, INC.
By: /s/ Avi Vigder
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Name: Avi Vigder
Title: Authorized Signatory
NORTH SOUND LEGACY FUND
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Investment Officer
NORTH SOUND LEGACY INSTITUTIONAL
FUND LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Investment Officer
NORTH SOUND LEGACY INTERNATIONAL
LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Investment Officer
